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EXHIBIT 10.3
EMPLOYEE
PROPRIETARY INFORMATION
AND INVENTIONS AGREEMENT
CompGeeks, Inc.
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The following confirms an agreement between me and CompGeeks, Inc., a
Delaware corporation (the "Company"), which is a material part of the
consideration for my employment with the Company:
1. Proprietary Information. I understand that the Company possesses and
will possess Proprietary Information which is important to its business. For
purposes of this Agreement, "Proprietary Information" is information that was or
will be developed, created, or discovered by or on behalf of the Company, or
which became or will become known by, or was or is conveyed to the Company,
which has commercial value in the Company's business. "Proprietary Information"
includes, without limitation, information (whether conveyed orally or in
writing) about algorithms, application programming interfaces, protocols, trade
secrets, computer software, designs, technology, ideas, know-how, products,
services, processes, data, techniques, improvements, inventions (whether
patentable or not), works of authorship, business and product development plans,
the salaries and terms of compensation of other employees, customer lists and
other information concerning the Company's actual or anticipated business,
research or development, or which is received in confidence by or for the
Company from any other person. I understand that my employment creates a
relationship of confidence and trust between me and the Company with respect to
Proprietary Information.
2. Company Materials. I understand that the Company possesses or will
possess "Company Materials" which are important to its business. For purposes of
this Agreement, "Company Materials" are documents or other media or tangible
items that contain or embody Proprietary Information or any other information
concerning the business, operations or plans of the Company, whether such
documents have been prepared by me or by others. "Company Materials" include,
without limitation, blueprints, drawings, photographs, charts, graphs,
notebooks, customer lists, computer software, media or printouts, sound
recordings and other printed, typewritten or handwritten documents, as well as
samples, prototypes, models, products and the like.
3. Intellectual Property. In consideration of my employment with the
Company and the compensation received by me from the Company from time to time,
I hereby agree as follows:
3.1. All Proprietary Information and all right title and interest in
and to patents, patent rights, copyright rights, mask work rights, trade secret
rights, and other intellectual property and proprietary rights anywhere in the
world (collectively "Rights") in
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connection therewith shall be the sole property of the Company. I hereby assign
to the Company any Rights I may have or acquire in such Proprietary Information.
At all times, both during my employment with the Company and after its
termination, I will keep in confidence and trust and will not use or disclose
any Proprietary Information or anything relating to it without the prior written
consent of an officer of the Company except as may be necessary and appropriate
in the ordinary course of performing my duties to the Company.
3.2. All Company Materials shall be the sole property of the
Company. I agree that during my employment with the Company, I will not remove
any Company Materials from the business premises of the Company or deliver any
Company Materials to any person or entity outside the Company, except as I am
required to do in connection with performing the duties of my employment. I
further agree that, immediately upon the termination of my employment by me or
by the Company for any reason, or for no reason, or during my employment if so
requested by the Company, I will return all Company Materials, apparatus,
equipment and other physical property, or any reproduction of such property,
excepting only (i) my personal copies of records relating to my compensation;
(ii) my personal copies of any materials previously distributed generally to
stockholders of the Company; and (iii) my copy of this Agreement.
3.3. I will promptly disclose in writing to my immediate supervisor
or to any persons designated by the Company, all "Inventions", (which term
includes improvements, inventions (whether or not patentable), works of
authorship, trade secrets, technology, algorithms, computer software, protocols,
formulas, compositions, ideas, designs, processes, techniques, know-how and
data) made or conceived or reduced to practice or developed by me (in whole or
in part, either alone or jointly with others) during the term of my employment.
I will also disclose to the Company Inventions conceived, reduced to practice,
or developed by me within six months of the termination of my employment with
the Company; such disclosures shall be received by the Company in confidence, to
the extent they are not assigned in Section 3.4 below, and do not extend such
assignment. I will not disclose Inventions covered by Section 3.4 to any person
outside the Company unless I am requested to do so by management personnel of
the Company.
3.4. I agree that all Inventions which I make, conceive, reduce to
practice or develop (in whole or in part, either alone or jointly with others)
during my employment shall be the sole property of the Company to the maximum
extent permitted by Section 2870 of the California Labor Code, a copy of which
is attached and I hereby assign such Inventions and all Rights therein to the
Company. No assignment in this Agreement shall extend to inventions, the
assignment of which is prohibited by Labor Code Section 2870. The Company shall
be the sole owner of all Rights in connection therewith.
3.5. I agree to perform, during and after my employment, all acts
deemed necessary or desirable by the Company to permit and assist it, at the
Company's expense, in evidencing, perfecting, obtaining, maintaining, defending
and enforcing Rights and/or my assignment with respect to such Inventions in any
and all countries. Such acts may include, without limitation, execution of
documents and assistance or cooperation in legal proceedings. I hereby
irrevocably designate and appoint the Company and its duly authorized officers
and agents, as my agents and attorneys-in-fact, with full power of substitution,
to act for
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and in my behalf and instead of me, to execute and file any documents and to do
all other lawfully permitted acts to further the above purposes with the same
legal force and effect as if executed by me.
3.6. Any assignment of copyright hereunder includes all rights of
paternity, integrity, disclosure and withdrawal and any other rights that may be
known as or referred to as "moral rights" (collectively "Moral Rights"). To the
extent such Moral Rights cannot be assigned under applicable law and to the
extent the following is allowed by the laws in the various countries where Moral
Rights exist, I hereby waive such Moral Rights and consent to any action of the
Company that would violate such Moral Rights in the absence of such consent. I
will confirm any such waivers and consents from time to time as requested by the
Company.
3.7. I have attached hereto a complete list of all existing
Inventions to which I claim ownership as of the date of this Agreement and that
I desire to specifically clarify are not subject to this Agreement, and I
acknowledge and agree that such list is complete. If no such list is attached to
this Agreement, I represent that I have no such Inventions at the time of
signing this Agreement.
4. Non-Solicitation. During the term of my employment and for one year
thereafter, I will not encourage or solicit any employee or consultant of the
Company to leave the Company for any reason. However, this obligation shall not
affect any responsibility I may have as an employee of the Company with respect
to the bona fide hiring and firing of Company personnel.
5. Non-Competition. I agree that during my employment with the Company
I will not engage in any employment, business, or activity that is in any way
competitive with the business or proposed business of the Company, and I will
not assist any other person or organization in competing with the Company or in
preparing to engage in competition with the business or proposed business of the
Company. The provisions of this paragraph shall apply both during normal working
hours and at all other times including, without limitation, nights, weekends and
vacation time, while I am employed with the Company.
6. No Conflict with Obligation to Third Parties. 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 with the Company. I have not entered into, and I
agree I will not enter into, any agreement either written or oral in conflict
herewith or in conflict with my employment with the Company.
7. At-Will Employment. I agree that this Agreement is not an employment
contract and that I have the right to resign and the Company has the right to
terminate my employment at any time, for any reason, with or without cause.
8. Other Employee Obligations. I agree that this Agreement does not
purport to set forth all of the terms and conditions of my employment, and that
as an employee of the Company I have obligations to the Company which are not
set forth in this Agreement.
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9. Survival. I agree that my obligations under Sections 3.1 through 3.6
and Section 4 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 the Company is
entitled to communicate my obligations under this Agreement to any future
employer or potential employer of mine.
10. Controlling Law; Severability. I agree that any dispute in the
meaning, effect or validity of this Agreement shall be resolved in accordance
with the laws of the State of California without regard to the conflict of laws
provisions thereof. I further agree that if one or more provisions of this
Agreement are held to be illegal or unenforceable under applicable California
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.
11. Successors and Assigns. This Agreement shall be effective as of the
date I execute this Agreement and shall be binding upon me, my heirs, executors,
assigns, and administrators and shall inure to the benefit of the Company, its
subsidiaries, successors and assigns.
12. Modification. This Agreement can only be modified by a subsequent
written agreement executed by an officer of the Company.
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 THE COMPANY AND THE OTHER COUNTERPART WILL
BE RETAINED BY ME.
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Date:
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Employee Signature
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Name (type or print)
Accepted and Agreed to:
COMPGEEKS, INC.
By:
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Name:
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Title:
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ATTACHMENT A
CompGeeks, Inc.
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Gentlemen:
1. The following is a complete list of Inventions relevant to the subject matter
of my employment with CompGeeks, Inc. (the "Company") that have been made,
conceived, developed or first reduced to practice by me (in whole or in part,
either alone or jointly with others) prior to my employment by the Company that
I desire to clarify are not subject to the Company's Employee Proprietary
Information and Inventions Agreement.
No Inventions
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See below:
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Additional sheets attached
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2. I propose to bring to my employment the following materials and documents of
a former employer:
No Inventions
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See below:
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Employee Signature
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Name (type or print)
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ATTACHMENT B
Section 2870. Application of provision providing that employee shall
assign or offer to assign rights in invention to employer.
(a) Any provision in an employment agreement which provides that an
employee shall assign, or offer to assign, any of his or her rights in an
invention to his or her employer shall not apply to an invention that the
employee developed entirely on his or her own time without using the employer's
equipment, supplies, facilities, or trade secret information except for those
inventions that either:
(1) Relate at the time of conception or reduction to practice of
the invention to the employer's business, or actual or demonstrably anticipated
research or development of the employer; or
(2) Result from any work performed by the employee for the
employer.
(b) To the extent a provision in an employment agreement purports to
require an employee to assign an invention otherwise excluded from being
required to be assigned under subdivision (a), the provision is against the
public policy of this state and is unenforceable.