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EXHIBIT 10.17
FORM OF
PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
The following confirms an agreement between me [___________________],
and YOUcentric, Inc., a North Carolina corporation (the "Company"), which is a
material part of the consideration for my employment by Company:
1. I have not entered into, and I agree I will not enter into, any
agreement either written or oral in conflict with this Agreement or my
employment with Company. I will not violate any agreement with or rights of any
third party or, except as expressly authorized by Company in writing hereafter,
use or disclose my own or any third party's confidential information or
intellectual property when acting within the scope of my employment or otherwise
on behalf of Company. Further, I have not retained anything containing any
confidential information of a prior employer or other third party, whether or
not created by me.
2. Company shall own all right, title and interest (including patent
rights, copyrights, trade secret rights, mask work rights and other rights
throughout the world) relating to any and all inventions (whether or not
patentable), works of authorship, mask works, designs, know-how, ideas and
information made or conceived or reduced to practice, in whole or in part,
(collectively "Inventions") that are created by me during my employment which
relate to the business of the Company and I will promptly disclose all
Inventions to the Company. I hereby make all assignments necessary to accomplish
the foregoing. I shall further assist Company, at Company's expense, to further
evidence, record and perfect such assignments, and to perfect, obtain, maintain,
enforce, and defend any rights specified to be so owned or assigned. I hereby
irrevocably designate and appoint Company and its agents as attorneys-in-fact to
act for and in my behalf to execute and file any document and to do all other
lawfully permitted acts to further the purposes of the foregoing with the same
legal force and effect as if executed by me. If I wish to clarify that something
created by me prior to my employment that relates to Company's actual or
proposed business is not within the scope of this Agreement, I have listed it on
Appendix A. If I use or (except pursuant to this Section 2) disclose my own or
any third party's confidential information or intellectual property when acting
within the scope of my employment or otherwise on behalf of Company, Company
will have and I hereby grant Company a perpetual, irrevocable, worldwide
royalty-free, non-exclusive, sublicensable right and license to exploit and
exercise all such confidential information and intellectual property rights.
3. To the extent allowed by law, paragraph 2 includes all rights of
paternity,
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integrity, disclosure and withdrawal and any other rights that may be known as
or referred to as "moral rights," "artist's rights," "droit moral," or the like
(collectively "Moral Rights"). To the extent I retain any such Moral Rights
under applicable law, I hereby waive such Moral Rights and consent to any action
with respect to such Moral Rights by or authorized by Company. I will confirm
any such waivers and consents from time to time as requested by Company.
4. I agree that all Inventions and all other business, technical and
financial information(including, without limitation, the identity of and
information relating to customers or employees) I develop, learn or obtain
during the term of my employment that relate to Company or the business or
demonstrably anticipated business of Company or that are received by or for the
Company in confidence, constitute "Proprietary Information." I will hold in
confidence and not disclose or, except within the scope of my employment, use
any Proprietary Information. However, I shall not be obligated under this
paragraph with respect to information I can document is or becomes readily
publicly available without restriction through no fault of mine. Upon
termination of my employment, I will promptly return to Company all items
containing or embodying Propriety Information (including all copies), except
that I may keep my personal copies of (i) my compensation records, (ii)
materials distributed to shareholders generally (iii) this Agreement. I also
recognize and agree that I have no expectation of privacy with the respect to
Company's telecommunications, networking or information processing systems
(including, without limitation, stored computer files, email messages and voice
messages) and that my activity and any files or messages on or using any of
those systems may be monitored at any time without notice.
5. Until one year after the term of my employment, I will not encourage
or solicit any employee or consultant of Company to leave Company for any reason
(except for the bona fide firing of Company personnel within the scope of my
employment)
6. I agree that during the term of my employment with Company (whether
or not during the business hours), I will not engage in any activity that is in
any way competitive with the business or demonstrably anticipated business of
Company, and I will not assist any other person or organization in competing or
in preparing to compete with any business or demonstrably anticipated business
of Company.
7. I agree that this Agreement is not an employment contract for any
particular term and that I have the right to resign and Company has the right to
terminate my employment at will, at any time, for any or no reason, with or
without cause. In addition, this Agreement does not purport to set forth all of
the terms and conditions of my employment, and as an employee of Company, I have
obligations to Company which are not set forth in this Agreement. However, the
terms of this Agreement govern over any inconsistent terms and can only be
changed by a subsequent written agreement signed by the President of the
Company.
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8. I agree that my obligations under paragraphs 2, 3, 4 and 5 of this
Agreement shall continue in effect after termination of my employment,
regardless of the reason or reasons for termination, and whether such
termination is voluntary or involuntary on my part, and that Company is entitled
to communicate my obligations under this Agreement to any future employer or
potential employer of mine. My obligations under paragraphs 2, 3 and 4 also
shall be binding upon my heirs, executors, assigns, and administrators and shall
inure to the benefit of Company, it subsidiaries, successors and assigns.
9. Any dispute in the meaning, effect or validity of this Agreement
shall be resolved in accordance with the laws of the State of North Carolina
without regard to the conflict of laws provisions thereof. I further agree that
if one or more provisions of this Agreement are held to illegal or unenforceable
under applicable North Carolina law, such illegal or unenforceable portion(s)
shall be limited or excluded from this Agreement to the minimum extent required
so that this Agreement shall otherwise remain in full force and effect and
enforceable in accordance with its terms. I also understand that any breach of
this Agreement will cause irreparable harm to Company for which damages would
not be an adequate remedy, and, therefore, Company will entitled to injunctive
relief with respect thereto in addition to any other remedies.
I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS
WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS
HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT
VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT ONE
COUNTERPART WILL BE RETAINED BY COMPANY AND THE OTHER COUNTERPART WILL BE
RETAINED BY ME.
, 2000 Employee
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Signature
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Name (Printed)
Accepted and Agreed to:
YOUcentric, Inc.
By
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