Exhibit 10.31
FORM OF
INVENTION AND NON-DISCLOSURE AGREEMENT
This Agreement is made between Streamline, Inc., a Delaware corporation
(hereinafter referred to collectively with its subsidiaries, if any, as the
"Company"), and ____________________________ ("Employee").
1. PROPRIETARY INFORMATION:
(a) The Employee agrees that all information, whether or not in
writing, of a private, secret or confidential nature concerning
the Company's business, business relationships or financial
affairs (collectively, "Proprietary Information") is and shall be
the exclusive property of the Company. By way of illustration,
Proprietary Information may include inventions, products,
processes, methods, techniques, formulas, compositions,
compounds, projects, developments, plans, research data, clinical
data, financial data, personnel data, computer programs, customer
and supplier lists, and contacts at or knowledge of customers or
prospective customers of the Company. The Employee will not
disclose any Propriety Information to any person or entity other
than employees of the Company or use the same for any purposes
(other than in the performance of his/her duties as an employee
of the Company) without written approval by an officer of the
Company, either during or after his/her employment with the
Company, unless and until such Proprietary Information has become
public knowledge without fault by the Employee.
(b) The Employee agrees that all files, letters, memoranda, reports,
records, data sketches, drawings, laboratory notebooks, program
listings, or other written, photographic, or other tangible
material containing Propriety Information, whether created by the
Employee or others, which shall come into his/her custody or
possession, shall be and are the exclusive property of the
Company to be used by the Employee only in their performance of
his/her duties for the Company. All such materials or copies
thereof and all tangible property of the Company in the custody
or possession of the Employee shall be delivered to the Company,
upon the earlier of (i) a request by the Company or (ii)
termination of his/her employment. After such delivery, the
Employee shall not retain any such materials or copies thereof or
any such tangible property.
(c) The Employee agrees that his/her obligation not to disclose or to
use the information and materials of the types set forth in
paragraphs (a) and (b) above, and his/her obligation to return
materials and tangible property, set forth in paragraph (b)
above, also extends to such types of information, materials and
tangible property of customers of the Company or suppliers to the
Company other third parties who may disclosed or entrusted the
same to the Company or to the Employee.
2. DEVELOPMENTS.
(a) The Employee will make full and prompt disclosure to the Company
of all inventions, improvements, discoveries, methods,
developments, software, and works of authorship, whether
patentable or not, which are created, made, conceived or reduced
to practice by him/her or under his/her direction of jointly with
others during his/her employment by the Company, whether or not
during normal working hours or on the premises of the Company
(all of which are collectively referred to in this Agreement as
"Developments")
(b) The Employee agrees to assign and does hereby assign to the
Company (or any person or entity designated by the Company) all
his/her right, title and interest in and to all Developments and
all related patents, patent applications, copyrights and
copyright applications. However, this paragraph 2 (b) shall not
apply to Developments which do not relate to the present or
planned business or research and development of the Company and
which are made and conceived by the Employee not during normal
working hours , not on the Company's premises and not using the
Company's tools, devices, equipment or Proprietary Information.
The Employee understands that, to the extent this Agreement shall
be construed in accordance with the laws of any state which
precludes a requirement in an employee agreement to assign
certain classes of inventions made by an employee, this paragraph
2(b) shall be interpreted not to apply to any invention which a
court rules and/or the Company agrees falls within such classes.
The Employee also hereby waives all claims to moral rights in any
Developments.
(c) The Employee agrees to cooperate fully with the Company, both
during and after his/her employment with the Company, with
respect to the procurement, maintenance and enforcement of
copyrights, patents and other intellectual property rights (both
in the United States and foreign countries) related to
Developments. The Employee shall sign all papers, including,
without limitation, copyright applications, patent applications,
declarations, oaths, formal assignments, assignments of priority
rights, and powers of attorney, which the Company may deem
necessary or desirable in order to protect its rights and
interests in any Development. The Employee further agrees that if
the Company is unable, after reasonable effort, to secure the
signature of the Employee on any such papers, any executive
officer of the Company shall be entitled to executed any such
papers as the agent and the attorney-in-fact of the Employee, and
the Employee hereby irrevocably designated and appoints each
executive officer of the Company as his/her agent and
attorney-in-fact to execute any such papers on his/her behalf,
and to take any and all actions as the Company may deem necessary
or desirable in order to protect its rights and interests in any
Development, under the conditions described in this sentence.
3. OTHER AGREEMENTS.
The Employee hereby represents that, except as the Employee has disclosed
in writing to the Company, the Employee is not bound by the terms of any
agreement with any previous employer or other party to refrain from using or
disclosing any trade secret or confidential or propriety information in the
course of his/her employment with the Company or to refrain from competing,
directly or indirectly, with the business of such previous employer or any other
party. The Employee further represents that his/her performance of all the terms
of this Agreement as an employee of the Company does not and will not breach any
agreement to keep in confidence proprietary information, knowledge or data
acquires by the Employee in confidence or in trust prior to his/her employment
with the Company, and the Employee will not disclose to the Company or induce
the Company to use any confidential or proprietary information or material
belonging to any previous employer or others.
4. UNITED STATES GOVERNMENT OBLIGATIONS.
The Employee acknowledges that the Company from time to time may have
agreements with other persons or with the United States Government, or agencies
thereof, which impose obligations or restrictions on the Company regarding
inventions made during the course of work under such agreements or regarding the
confidential nature of such work. The Employee agrees to be bound by all such
obligations and restrictions which are made to the Employee and to take all
action necessary to discharge the obligations of the Company under such
agreements.
5. NOT EMPLOYMENT CONTRACT.
The Employee understands that this Agreement does not constitute a contract
of employment and does not imply that his/her employment will continue for any
period of time.
6. MISCELLANEOUS.
(a) The validity or unenforceability of any provision of this
agreement of this agreement shall not affect the validity or
enforceability of any other provision of this Agreement.
(b) This Agreement supersedes all prior agreements, written or oral,
between the Employee and the Company relating to the subject
matter of this Agreement. This Agreement may not be modified,
changed or discharged in whole or in part, except by an agreement
in writing signed by the Employee and the Company. The Employee
agrees that any change or changes in his/her duties, salary or
compensation after the signing of this Agreement shall not affect
the validity or scope of this Agreement.
(c) This Agreement will be binding upon the Employee's heirs,
executors and administrators and will inure to the benefit of the
Company and its successors and assigns.
(d) No delay or omission by the Company in exercising any right under
this Agreement will operate as a waiver of that or any other
right. A waiver or consent given by the Company on any one
occasion is effective only in that instance and will not be
construed as a bar to or waiver of any right on any other
occasion.
(e) The Employee expressly consents to be bound by the provisions of
this Agreement for the benefit of the Company or any subsidiary
or affiliate thereof to whose employ the Employee may be
transferred without the necessity that this Agreement by resigned
at the time of such transfer.
(f) The restrictions contained in this Agreement are necessary for
the protection of the business and goodwill of the Company and
are considered by the Employee to be reasonable for such purpose.
The Employee agrees that any breach of this agreement is likely
to cause the Company substantial and irrevocable damage and
therefore, in the event of any such breach, the Employee agrees
that the Company, in addition to such other remedies which may be
available, shall be entitled to specific performance and other
injunctive relief.
(g) This Agreement is governed by and will be construed as a sealed
instrument under and in accordance with the laws of the
Commonwealth of Massachusetts. Any action, suit, or other legal
proceeding which is commenced to resolve any matter arising under
or relating to any provision of this Agreement shall be commenced
only in a court of the Commonwealth of Massachusetts (or, if
appropriate , a federal court located within Massachusetts), and
the Company and the Employee each consents to the jurisdiction of
such court.
THE EMPLOYEE ACKNOWLEDGES THAT HE/SHE HAS CAREFULLY READ THIS AGREEMENT AND
UNDERSTANDS AND AGREES TO ALL OF THE PROVISION IN THIS AGREEMENT.
WITNESS: STREAMLINE, INC.:
Date: By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chairman & CEO
Date:
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(Signature of Employee)
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(Print Name)