[LOGO] TRUETRAKS, INCORPORATED
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
9/24/97
--------------------------------------------------------------------------------
PROPRIETARY INFORMATION AGREEMENT
As an employee of TRUETRAKS, INCORPORATED or its parent, subsidiary or
affiliated corporations (the "Company"), and in consideration of my employment,
access to confidential information and other good and valuable consideration, I
agree to the following.
1. MAINTAINING CONFIDENTIAL INFORMATION
a) COMPANY INFORMATION. I agree, at all times during the term of my
employment and thereafter, to hold in strictest confidence and not to
use, except for the benefit of the Company, or disclose to any person,
firm, or corporation without written authorization of the Board of
Directors of the company, any trade secrets, confidential knowledge,
data, or other proprietary information relating to products,
processes, know-how, designs, formulas, developmental or experimental
work, computer programs, databases, other original works of
authorship, customer lists, business plans, financial information, or
other subject matter pertaining to any business of the Company or any
of its clients, consultants, or licensees.
b) FORMER EMPLOYER INFORMATION. I agree that I will not, during my
employment with the Company, improperly use or disclose any trade
secrets of my former or concurrent employers or companies, if any, and
that I will not bring onto the premises of the Company any unpublished
document or any property belonging to my former or concurrent
employers or companies, if any, unless consented to in writing by said
employers or companies.
c) THIRD PARTY INFORMATION. I recognize that the Company has received
and, in the future, will receive from third parties their confidential
or proprietary information regarding which the Company is subject to a
duty of confidentiality. I agree that during the term of my
employment and thereafter, I will hold all such confidential
information in the strictest confidence, and will not disclose it to
any person, firm, or corporation (except as necessary in carrying out
my work for the Company), or use it for the benefit of anyone other
than for the Company without the written authorization of the Board of
Directors of the Company.
2. RETAINING AND ASSIGNING INVENTIONS AND ORIGINAL WORKS
a) INVENTIONS AND ORIGINAL WORKS RETAINED BY ME. I have attached hereto
as Exhibit A the list describing all inventions, original works of
authorship, developments, improvements, and trade secrets that were
made by me prior to any employment with the Company,
1
which belong to me, which relate to the Company's proposed business
and products and which are not assigned to the Company; or, if no such
list is attached, I represent that there are no such Inventions.
b) INVENTIONS AND ORIGINAL WORKS ASSIGNED TO THE COMPANY. I agree that I
will promptly make full written disclosure to the Company, will hold
in trust for the sole right and benefit of the Company, and will
assign to the Company all my right, title, and interest in and to any
and all inventions, originals works of authorship, developments,
improvements or trade secrets which I may solely or jointly conceive
or develop or reduce to practice, or cause to be conceived or
developed or reduced to practice during the period of time I am in the
employ of the Company and for twelve (12) months thereafter. I
recognize, however, that this section shall not apply to inventions,
improvements or discoveries meeting all of the following conditions.
i) It was developed entirely on my own time.
ii) No equipment, supplies, facility or trade secret of the Company
was used in its development; and
iii) It either:
(1) does not relate to the business of the Company or to the
Company's actual or demonstrably anticipated research and
development; or
(2) does not result from any work performed by me for the
Company.
I acknowledge that all original works of authorship which
are made by me (solely or jointly with others) within the
scope of my employment and which are protectable by
copyright are "works made for lure" as that term is defined
in the United States Copyright Act (I 7 U.S.C.A., Section I
0 1).
c) MAINTENANCE OF RECORDS. I agree to keep and maintain adequate and
current written records of all inventions and original works of
authorship made by me (solely or jointly with others) during the term
of my employment with the Company. The records will be in the form of
notes, sketches, drawings, and any other format that may be specified
by the Company. The records will be available to the remain the sole
property of the Company at all times.
d) OBTAINING LETTERS PATENT AND COPYRIGHT REGISTRATION. I agree that my
obligation to assist the Company to obtain United States or foreign
letters patent and copyright registrations covering inventions and
original works of authorship assigned hereunder to the Company shall
continue beyond the termination of my employment, but the company
shall compensate me at a reasonable rate for the time actually spent
by me at the Company's request on such assistance. If the Company is
unable because of my mental or physical incapacity, or for any other
reason to secure my signature to apply for or to pursue any
application for any United States or foreign letters patent or
copyright registrations covering inventions or original works of
authorship assigned to the Company as above,
2
then I hereby irrevocably designate and appoint the Company and its
duly authorized officers and agents as my agent and attorney in fact,
to act for and in my behalf and stead to execute and file any such
applications and to do all other lawfully permitted acts to further
the prosecution and issuance of letters patent or copyright
registrations thereon with the same legal force and effect as if
executed by me. I hereby waive and quitclaim to the Company any and
all claims of any nature whatsoever, which I now or may hereafter have
for infringement of any patents or copyright resulting from any such
application for letters or copyright registrations assigned hereunder
to the Company.
3. RETURNING COMPANY DOCUMENTS. I agree that, at the time of leaving my
employ of the Company, I will deliver to the Company (and will not
keep in my possession or deliver to anyone else) any and all devices,
records, data, notes, reports, proposals, lists, correspondence,
specifications, drawings, blueprints, sketches, material, equipment,
other documents or property, or reproduction of any aforementioned
items belonging to the Company, it successors or assigns.
4. REPRESENTATIONS. I agree to execute any proper oath or verify any
proper document required to carry out the terms of this Agreement. I
represent that my performance of all the terms of this agreement will
not breach any agreement to keep in confidence proprietary information
acquired by me in confidence or in trust prior to my employment by the
Company. I have not entered into, and agree I will not enter into,
any oral or written agreement in conflict herewith.
5. GENERAL PROVISIONS.
a) GOVERNING LAW. This Agreement will be governed by the laws of the
State of Delaware.
b) CONSENT TO JURISDICTION / EXCLUSIVITY OF JURISDICTION. I consent to
the exercise of personal jurisdiction over me by the state and federal
courts of the State of Delaware. I agree that such Delaware courts
shall be the exclusive forum for litigation regarding the
interpretation or enforcement of this Agreement. By so agreeing, I
understand that I am surrendering the right to commence litigation
against TrueTraks, Inc. outside the State of Delaware.
c) ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and
understanding between the Company and me relating to the subject
matter herein and merges all prior discussions between us. No
modification of or amendment to this Agreement will be effective
unless in writing, signed by the party to be charged. Any subsequent
change or changes in my duties, salary or compensation will not affect
the validity or scope of this Agreement. All prior agreements,
understandings, oral agreements, and writing are expressly superseded
by this document.
d) SEVERABILITY. If one or more of the provisions of this Agreement are
deemed void by law, then the remaining provisions will continue in
full force and effect.
e) SUCCESSORS AND ASSIGNS. This agreement will be binding upon my heirs,
executors, administrators and other legal representatives and will be
for the benefit of the Company, its successors and its assigns.
3
f) NON-EMPLOYMENT AGREEMENT. This is not an employment contract and does
not give you any right to continued employment. You acknowledge that
the ability of the Company to terminate your employment at will is not
affected by this Agreement.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------- -----------------------------------
Date Signature
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Name of Employee (typed or
printed)