EXHIBIT 10.17
INFODATA SYSTEMS INC. EMPLOYMENT AGREEMENT
ON CONFIDENTIAL INFORMATION, INVENTIONS AND IDEAS
THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into between
Infodata Systems Inc. ("Infodata") and the undersigned employee ("me", "my" or
"I"). To induce Infodata to employ me and in consideration of my employment or
continued employment at will by Infodata, the sufficiency of which
consideration I expressly acknowledge, Infodata and I, intending to be legally
bound, hereby agree as follows:
1.0 EMPLOYMENT RELATIONSHIP.
1.1 NATURE OF EMPLOYMENT. The employment relationship between Infodata
and me is one of an "employment at will." This means that the offer of
employment is not for a definite period of time and that after the employment
relationship is established by my acceptance of this offer, either party may
terminate this relationship at any time and for any reason which is not
specifically prohibited by state or federal laws. This condition of employment
may not be varied or modified except in writing and signed by an officer of
Infodata. Nothing found in any policy manual, policy statement, letter, or
other writing I may receive from, or that may be issued by, Infodata, or that
may be contained in any oral statement made on behalf of Infodata, shall vary
or modify this condition of employment unless the phrase "employment at will"
is specifically referred to and specifically modified, varied, or canceled. In
addition, nothing contained therein, or in other written or verbal
communications from Infodata, such as a statement referring to the manner in
which my salary and/or other benefits will be paid or accrued (E.G., salary
paid on a monthly or annual basis, or vacation to accrue at a certain rate for
each of the first two years of employment) or any stock option shall in any
way modify, vary, or supersede the previously stated "employment at will"
relationship between me and Infodata, in the event I accept Infodata's offer
of employment.
1.2 INTELLECTUAL PROPERTY. I recognize that it is essential to
Infodata's success for Infodata to acquire all rights arising from the
development, discoveries or improvements made by me hereunder and for Infodata
to protect all trade secret and other confidential information that comes to
my knowledge during the course of my employment.
1.3 NO CONFLICT. I represent and warrant that I am not subject to any
contractual obligations that can either prevent me from performing my duties
under this Agreement, or give rise to any claim of damages as a result of my
affiliation with Infodata.
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1.4 PRIOR PROPRIETARY INFORMATION. I agree not to disclose to Infodata
or use in Infodata's business any information or material relating to the
business of any third person and intended by that person not to be disclosed
to Infodata.
1.5 NO "MOONLIGHTING". During my employment with Infodata, I agree not
to accept or continue in any job, consulting work, directorship, or employment
other than with Infodata, without the prior written approval of an officer of
Infodata.
1.6 COMPUTER SECURITY. During my employment with Infodata, I agree
only to use computer resources (both on and off Infodata's premises) for which
I have been granted access and then only to the extent authorized. I agree to
comply with Infodata's policies and procedures concerning computer security.
1.7 ELECTRONIC MAIL POLICY. I understand that Infodata maintains an
electronic mail system and related facilities for the purpose of business
communications. I acknowledge that Infodata retains the right to review any
and all electronic mail communications, with or without notice, at any time.
2.0 CONFIDENTIAL INFORMATION.
2.1 ACKNOWLEDGEMENT. During my employment with Infodata, I acknowledge
I will have access to Confidential Information, as defined in Section 2.3
below, and will occupy a position of trust and confidence with respect to
Infodata's affairs and business.
2.2 OBLIGATIONS. I agrees to take the following steps to preserve the
confidential and proprietary nature of Confidential Information.
(a) NON-DISCLOSURE. During and after my employment with
Infodata, I will not use, disclose or transfer any Confidential Information
other than as authorized by Infodata within the scope of my duties with
Infodata, and will not use in any way other than in Infodata's business any
Confidential Information, including information or material received by
Infodata from others and intended to be kept in confidence by its recipients.
I understand that I am not allowed to sell, license or otherwise exploit any
products (including software in any form) which embody or otherwise exploit in
whole or in part any Confidential Information.
(b) DISCLOSURE PREVENTION. I will take all reasonable
precautions to prevent the inadvertent or accidental exposure of Confidential
Information.
(c) REMOVAL. I will not remove transmit or transport any
Confidential Information from Infodata's premises or make copies of such
materials, except for use in Infodata's business, without the express written
permission of an officer of Infodata.
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(d) RETURN. I will return to Infodata all Confidential
Information and copies thereof at any time upon the request of Infodata, and
in any event and without such request, prior to the termination of my
employment by Infodata. I agree not to retain any tangible or intangible
copies of any Confidential Information after my termination of employment for
any reason.
2.3 CONFIDENTIAL INFORMATION. The following materials and information,
whether having existed, now existing, or to be developed or created during the
term of my employment by Infodata (herein referred to collectively as the
"Confidential Information") are covered by this Agreement and acknowledged by
me to be valuable, special and unique assets of Infodata, the disclosure of
any aspect of which may be materially damaging.
(a) SOFTWARE. All information relating to existing software
products and software in various stages of research and development which are
not generally known to the public or within the computer industry or trade in
which Infodata competes (such as know-how, design specifications, algorithms,
technical formulas, engineering data, special effects, benchmark test results,
methodologies, procedures, techniques, and information processing processes)
and the physical embodiments of such information (such as drawings,
specification sheets, design notes, source code, object code, load modules,
schematics, flow charts, logic diagrams, procedural diagrams, coding sheets,
work sheets, documentation, annotations, printouts, studies, manuals,
proposals and any other written or machine-readable manuals, proposals and any
other written or machine readable expressions of such information as are fixed
in any tangible media).
(b) OTHER PRODUCTS AND SERVICES. All information relating to
consulting, research and development and other proprietary products or
services, whether existing or in various stages of research and development,
which are not generally known to the public or within the computer industry or
trade in which Infodata competes (such as know-how, specifications, technical
data, images, special engineering data, processes, techniques, methodologies,
and strategies) and the physical embodiments of such information (such as
photographs, schematics, specification sheets, instruction manuals, course
materials, training aids, video cassettes, transparencies, slides, taped
recordings of presentations, proposals, printouts, studies, contracts,
maintenance manuals, documentation, and any other written or machine-readable
expressions of such information as are fixed in any tangible media).
(c) BUSINESS PROCEDURES. All information concerning or relating
to the way Infodata conducts its business which is not generally known to the
public (such as internal business procedures, policies, practices, controls,
internal telephone numbers, plans, licensing techniques and practices,
supplier, subcontractor and prime contractor names and contracts and other
vendor information, computer system passwords and other computer security
controls, financial information, distributor information, and employee data)
and the physical embodiments of such information (such as check lists,
samples, services and operational manuals, contracts, proposals, print-outs,
correspondence, forms, listings, ledgers, financial statements, financial
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reports, financial and operational analyses, financial and operational
studies, management reports of every kind, databases, employment records
pertaining to employees other than me, and any other written or
machine-readable expressions of such information as are fixed in any tangible
media).
(d) MARKETING PLANS AND CUSTOMER LISTS. All information
pertaining to Infodata's marketing plans and strategies; forecasts and
projections; marketing practices, procedures and policies; financial data;
discounts; margins; costs; credit terms; pricing practices, procedures and
policies; goals and objectives; quoting practices, procedures and policies;
and customer data including customer lists, contracts, representatives,
requirements and needs, specifications, data provided by or about prospective
existing or past customers and contract terms applicable to such customers,
and the physical embodiments of such information (such as license agreements,
consulting agreements, customer lists, print-outs, databases, marketing plans,
marketing reports, strategic business plans, marketing analyses and management
reports, seminar and class attendee rosters, trade show or exhibit attendee
listings, listings of potential customers and leads, and any other written or
machine-readable expressions of such information as are fixed in any tangible
media).
(e) NOT GENERALLY KNOWN. Any information in addition to the
foregoing which is not generally known to the public or within the industry or
trade in which Infodata competes, and the physical embodiments of such
information in any tangible form, whether written or machine-readable in
nature.
2.4 GENERAL KNOWLEDGE. Neither the general skills, knowledge and
experience gained during my employment with Infodata, nor information publicly
available or generally known within the industry or trade in which Infodata
competes are considered to be Confidential Information.
2.5 INFORMATION DISCLOSED REMAINS INFODATA PROPERTY. I agree and
acknowledge that all ideas, concepts, information, and written material
disclosed to me by Infodata, or acquired from a customer or prospective
customer of Infodata are and shall remain the sole and exclusive property and
Confidential Information of Infodata or such customers, and are disclosed in
confidence by Infodata or permitted to be acquired from such customers in
reliance on my agreement to maintain them in confidence and not to use any
such property and Confidential Information to the detriment of Infodata, or
use or disclose them to any other person except in furtherance of Infodata's
business and for the benefit of the Infodata.
3.0 NON-COMPETITION COVENANT.
3.1 COMPETITOR DEFINED. The term "Competitor" shall refer to any
person, firm, corporation, partnership or other business entity engaged in or
about to become engaged in the production, licensing, sale or marketing of any
product or service:
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(i) which is similar to or directly competitive with Infodata's
proprietary computer software, research and development
activities or consulting services with which I have been
directly concerned through my work for Infodata during the
preceding two (2) years; or
(ii) with respect to which I have acquired Confidential
Information.
3.2 RESTRICTIVE COVENANT. As a material inducement to Infodata to
enter into this Agreement, I covenant and agree that, during my employment
with Infodata and for a period of one (1) year following the termination of my
employment, whether such termination be with or without cause, I shall not
enter the employ of any Competitor, nor engage during such period, directly or
indirectly, voluntarily or involuntarily, as an individual, principal, agent,
officer, employee, independent contractor, partner, lender, director or in any
other capacity, anywhere in the United States, in any actions to solicit,
divert or take away any client (as set forth in Section 5.0 below), consultant
or supplier of Infodata, or otherwise compete with Infodata in the sale or
licensing, of any products or services that are competitive with the products
or services developed or marketed by Infodata in the United States.
3.3 EMPLOYEE ACKNOWLEDGEMENTS AND AGREEMENTS. I acknowledge that this
covenant in Section 3.2 has a unique, very substantial and immeasurable value
to Infodata. I acknowledge and agree that the software developed by Infodata
is or is intended to be marketed and licensed to customers worldwide,
including domestically throughout the United States. I further acknowledge and
agree to the reasonableness of this covenant not to compete and the
reasonableness of the geographic area and duration of time which are a part of
said covenant. I also acknowledge and agree that this covenant will not impair
me from becoming gainfully employed, or otherwise earning a livelihood
following termination of my employment with Infodata.
4.0 NON-SOLICITATION OF EMPLOYEES.
I acknowledge that any attempt on my part to induce others to leave
Infodata's employ, or any effort by me to interfere with Infodata's
relationship with its other employees would be harmful and damaging to
Infodata. I agree that during the term of employment and for a period of one
(1) year thereafter, I will not in any way, directly or indirectly (i) induce
or attempt to induce any employee of Infodata to quit employment with
Infodata; or (ii) otherwise interfere with or disrupt Infodata's relationship
with its employees.
5.0 SOLICITATION OR ACCEPTANCE OF EMPLOYMENT FROM INFODATA CLIENTS.
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For a period of one (1) year after the termination of my employment with
Infodata, I agree I will not, directly or indirectly, either as an individual,
principal, independent contractor, partner, employee, agent, officer, lender
or director, or in any other capacity, solicit or accept employment from any
Infodata "client" which:
a. Contracted with Infodata for my consulting services within
one (1) year preceding the termination of my employment with
Infodata.
b. Met me for the purpose of contracting with Infodata for my
consulting services within three (3) months preceding the
termination of my employment with Infodata; or
c I was involved in developing a proposal for Infodata to
provide consulting services within one (1) year preceding
the termination of my employment with Infodata.
The term "Client" includes all affiliated and subsidiary companies,
successors, and assigns of the Infodata client corporation or organization as
of the date of my termination of employment with Infodata.
6.0 ENFORCEMENT.
I acknowledge that in the event of the unauthorized use or disclosure of
any Confidential Information or materials by me, Infodata's business interests
will be irreparably injured, the full extent of Infodata's damages will be
impossible to ascertain, monetary damages will not be an adequate remedy for
Infodata, and Infodata will be entitled to enforce this Agreement by an
injunction or other equitable relief, without the necessity of posting bond or
security, which I expressly waive. I understand that Infodata may waive some
of the requirements expressed in this Agreement, but that such a waiver to be
effective must be made in writing by an officer of Infodata and will not in
any way be deemed a waiver of Infodata's right to enforce any other
requirements or provisions of this Agreement. I agree that each of my
obligations specified in this Agreement is a separate and independent covenant
that shall survive any termination of this Agreement and that the
unenforceability of any of them shall not preclude the enforcement of any
other covenants in this Agreement.
7.0 INNOVATIONS.
7.1 ASSIGNMENT OF INNOVATIONS. Infodata shall have the unlimited and
exclusive rights in any products, designs, layouts, specifications,
developments, notes, improvements, innovations, inventions, formulas,
processes, techniques, know-how, data, discoveries, Confidential Information
or other work developed by me in the performance of my work for Infodata,
whether now existing or later developed for Infodata (all of the foregoing
being referenced in this Agreement, collectively as "Innovations"). I hereby
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assign to Infodata, without further consideration or royalty, all my right,
title and interest in any Innovations and ideas, patentable or not, that I
make, reduce to practice, learn or conceive, alone or with others, during the
period of time in which I am employed by Infodata and that relate in any way
to the actual or prospective business of Infodata. I shall maintain notebooks
and other records adequate to describe my Innovations to others conversant
with the technology and to establish the date and circumstances of my
discovery or creation. I agree to disclose routinely to Infodata all
Innovations covered by this Agreement, and I will, upon request, execute
specific assignments and take any action necessary to enable Infodata to
secure patents, copyrights or otherwise secure its proprietary rights in such
Innovations.
7.2 POWER OF ATTORNEY. In the event Infodata is unable to secure my
signature on any document necessary to apply for, prosecute, obtain or enforce
any patent, copyright or other right or protection relating to any Innovation
in any country of the world, whether due to death, mental or physical
incapacity or any other cause, I hereby irrevocably designate and appoint
Infodata and its Secretary as my agent and attorney-in-fact, to act for and in
my behalf and stead, for the limited purpose of executing and filing any such
document and doing all other lawfully permitted acts to further the
prosecution, issuance and enforcement of patents, copyrights or other
protections which employ or are based on Innovations with the same force and
effect as if executed and delivered by me. This power of attorney shall not be
affected by my subsequent death or incapacity.
8.0 WRITTEN MATERIALS.
8.1 OWNERSHIP. I acknowledge and agree that all writings, including
without limitation, software program code, logic diagrams, flow charts,
decision charts, drawings, procedural diagrams, coding sheets, manuals,
documentation and written, literary, graphic, sound or artistic works of any
kind produced by me in the course of my work for Infodata are works produced
for hire and the sole and exclusive property of Infodata including, without
limitation, any copyrights subsisting in those writings; but to the extent any
such writing may not, by operation of law or otherwise, be a work made for
hire, I hereby assign to Infodata the ownership of copyright in such works,
whether published or unpublished form the moment any such works were created
and fixed in any form of tangible media. I further agree upon request to
execute such specific assignments or instruments and take any action necessary
to enable Infodata to secure its copyright rights in such works.
8.2 MORAL RIGHTS. I understand that the term "moral rights" means any
rights of paternity or integrity, including any right to claim authorship of a
copyrightable work, to object to a modification of such copyrightable work,
and any similar right existing under the judicial or statutory law of any
country in the world or under any treaty, regardless of whether or not such
right is denominated or generally referred to as a "moral right." I forever
hereby waive and agree never to assert any moral rights I may have in any
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copyrightable work that is assigned to Infodata as a result of Section 8.1
hereof, even after any termination of my employment with Infodata.
9.0 WAIVER OF BREACH.
Any waiver by either party of compliance with any provision of this
Agreement by the other shall not operate or be construed as a waiver of any
other provision of this Agreement, or of any subsequent breach by such party
of a provision of this Agreement. No waiver by the Infodata shall be valid
unless in writing and signed by a duly authorized officer of Infodata.
10.0 GOVERNING LAW.
This Agreement shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the laws of the Commonwealth
of Virginia, without regard to conflict of law provisions.
11.0 SEVERABILITY.
Should any provision of this Agreement not be enforceable in any
jurisdiction, the remainder of the Agreement shall not be affected thereby. If
the scope of any of the restrictions in Sections 3, 4, or 5 are determined by
a court of competent jurisdiction to be too broad to permit enforcement of
such restrictions to their full extent, then such restrictions shall be
construed or rewritten (blue-lined) so as to be enforceable to the maximum
extent permitted by law and I hereby consent, to the extent I may lawfully do
so, to the judicial modification of the scope of any such restrictions in any
proceeding brought to enforce them.
12.0 ASSIGNMENT.
My rights, interests and benefits hereunder shall not be assigned,
transferred, pledged, or hypothecated in any way by me. The rights and
obligations of the Infodata under this Agreement shall inure to the benefit of
and be binding upon the successors of Infodata. If Infodata shall at any time
be merged or consolidated with or into another corporation, or if
substantially all the assets of Infodata are transferred to another
corporation, the provisions of this Agreement shall be binding on and shall
inure to the benefit of the corporation resulting from such merger or
consolidation or to which such assets shall be transferred.
13.0 HEADINGS AND PRONOUNS.
Headings and subheadings and paragraphs are for convenience of reference
only and shall not be of any effect in construing the meanings of the
paragraphs and subparagraphs. All pronouns and any variation thereof shall be
deemed to refer to the masculine, feminine or neuter, singular or plural, as
the identity of the person, persons, entity or entities may require.
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14.0 PUBLICATION.
I agree not to submit any writing for publication or deliver any speech
that contains any information relating to the business of Infodata, unless I
receive advance written clearance from an authorized representative of
Infodata.
15.0 CONFLICTING OBLIGATIONS AND RIGHTS.
I agree to inform Infodata of any apparent conflicts between my work for
Infodata and (a) any obligations I may have to preserve the confidentiality of
another's proprietary information or materials or (b) any rights I claim to
any inventions or ideas before using the same on Infodata's behalf. Otherwise,
Infodata may conclude that no such conflict exists and I agree thereafter to
make no such claim against Infodata. Infodata shall receive such disclosures
in confidence and consistent with the objectives of avoiding any conflict of
obligations and rights or the appearance of any conflict of interest.
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16.0 ENTIRE AGREEMENT.
This is my entire agreement with Infodata with respect to its subject
matter as of its date, superseding any prior or contemporaneous, oral or
written, express or implied negotiations, representations, understandings or
agreements.
17.0 FURTHER ACKNOWLEDGEMENT.
I understand and accept the terms set forth in this Agreement,
including, but not limited to, the condition that my employment is NOT for any
definite period of time, but may be terminated by me or by Infodata at any
time and for any reason which is not specifically prohibited by state or
federal law. I further understand that my employment may be terminated by
Infodata, in its sole discretion, if I have misstated, misrepresented or
omitted any material fact in my application for employment or in any related
documentation or information provided by me, whether verbally or in writing,
to Infodata.
By my signature below, I acknowledge that I have reviewed this Agreement
carefully and understand that the covenants and obligations it contains are
binding on me.
INFODATA SYSTEMS INC. AGREED TO BY EMPLOYEE
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