Exhibit 10.2
EMPLOYEE CONFIDENTIALITY,
INVENTION ASSIGNMENT AND NON-COMPETE AGREEMENT
THIS EMPLOYEE CONFIDENTIALITY, INVENTION ASSIGNMENT AND
NON-COMPETE AGREEMENT ("Agreement") is made as of ______________, 199_
between Princeton Video Image, Inc. ("PVI"), with offices at ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, and _________________________________
("Employee"), with a principal residence at _______________________________
______________________________.
In consideration of the Employee's employment or continued employment
by PVI, the Employee hereby agrees as follows:
1. Confidential Information Defined. "Confidential Information" means
trade secrets, proprietary information, and confidential knowledge and
information which includes, but is not limited to, matters of a technical
nature (such as discoveries, ideas, concepts, designs, drawings,
specifications, techniques, models, diagrams, test data and know-how), and
matters of a business nature (such as the identity of customers and
prospective customers, suppliers, marketing techniques and materials,
marketing and development plans, pricing or pricing policies, financial
information, plans for further development, and any other information of a
similar nature not available to the public).
2. Non-Disclosure of Confidential Information of PVI. Employee
acknowledges that, during the period of Employee's employment with PVI,
Employee has had or will have access to Confidential Information of PVI.
Therefore, Employee agrees that both during and after the period of
Employee's employment with PVI, Employee shall not, without the prior
written approval of PVI, directly or indirectly (a) reveal, report,
publish, disclose or transfer any Confidential Information of PVI to any
person or entity, or (b) use any Confidential Information of PVI for any
purpose or for the benefit of any person or entity, except as may be
necessary in the performance of Employee's work for PVI.
3. Non-Disclosure of Confidential Information of Others. Employee
acknowledges that, during the period of Employee's employment with PVI,
Employee may have access to Confidential Information of third parties who
have given PVI the right to use such Confidential Information, subject to a
non-disclosure agreement between PVI and such third party. Therefore,
Employee agrees that both during and after the period of Employee's
employment with PVI, Employee shall not, without the prior written approval
of PVI, directly or indirectly (a) reveal, report, publish, disclose or
transfer any Confidential Information of such third parties to any person
or entity, or (b) use any Confidential Information of such third parties
for any purpose or for the benefit of any person or entity, except as may
be necessary in the performance of Employee's work for PVI.
4. Property of PVI. Employee acknowledges and agrees that all
Confidential Information of PVI and all reports, drawings, blueprints,
data, notes, and other documents and records, whether printed, typed,
handwritten, videotaped, transmitted or transcribed
on data files or on any other type of media, made or compiled by Employee, or
made available to Employee during the period of Employee's employment with
PVI (including the period prior to the date of this Agreement), concerning
PVI's Confidential Information are and shall remain PVI's property and shall
be delivered to PVI on the termination of such employment or at any earlier
time on request of PVI. Employee shall not retain copies of such Confidential
Information, documents and records.
5. Proprietary Notices. Employee shall not remove any proprietary
or other legends or restrictive notices contained in or included in any
Confidential Information.
6. Inventions.
(a) Employee shall promptly, from time to time, fully inform and
disclose to PVI in writing all inventions, copyrightable material, designs,
improvements and discoveries of any kind which Employee now has made,
conceived or developed, or which Employee may later make, conceive or
develop, during the period of Employee's employment with PVI, which pertain
to, or relate to PVI's business or any of the work or businesses carried on
by PVI and result from any work Employee performs for PVI ("Inventions").
This covenant applies to all such Inventions, whether or not they are
eligible for patent, copyright, trademark, trade secret or other legal
protection; and whether or not they are conceived by Employee alone or with
others; and whether or not they are conceived and/or developed during
regular working hours.
(b) All Inventions shall be the sole and exclusive property of
PVI, and shall be deemed part of the Confidential Information of PVI for
purposes of this Agreement, whether or not fixed in a tangible medium of
expression. Employee hereby assigns all Employee's rights in all
Inventions and in all related patents, copyrights and trademarks, trade
secrets and other proprietary rights therein to PVI. Without limiting the
foregoing, Employee agrees that any copyrightable material shall be deemed
to be "works made for hire" and that PVI shall be deemed the author of such
works under the United States Copyright Act, provided that in the event and
to the extent such works are determined not to constitute "works made for
hire", Employee hereby irrevocably assigns and transfers to PVI all right,
title and interest in such works.
(c) Employee shall assist and cooperate with PVI, both during
and after the period of Employee's employment with PVI, at PVI's sole
expense, to obtain, maintain and enforce patent, copyright, trademark,
trade secret and other legal protection for the Inventions. Employee shall
sign all documents, and do all things necessary, to obtain such protection
and to vest PVI with full and exclusive title in all Inventions against
infringement by others. Employee hereby appoints the Secretary of PVI as
Employee's attorney-in-fact to execute documents on Employee's behalf for
this purpose.
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(d) Employee shall not be entitled to any additional compensation
for any and all Inventions made during the period of Employee's employment
with PVI.
7. Covenant Not to Compete. Employee and PVI agree that the services
rendered by the Employee are unique and irreplaceable. Employee agrees that
during the period of Employee's employment with PVI and for a period of one
(1) year thereafter, Employee shall not, directly or indirectly, through any
other person, firm, corporation or other entity (whether as an officer,
director, employee, partner, consultant, holder of equity or debt investment,
lender or in any other manner or capacity):
(a) in any geographical area in the United States or in those
foreign countries where PVI, during the period of Employee's employment with
PVI, conducts or proposes to conduct business or initiate activities, design,
manufacture, sell, market, offer to sell or supply video or television
technology similar to that being developed or sold by PVI on the date of the
termination of Employee's employment with PVI for any reason;
(b) solicit, induce, encourage or attempt to induce or encourage
any employee of PVI to terminate his or her employment with PVI or to breach
any other obligation to PVI;
(c) solicit, interfere with, disrupt, alter or attempt to disrupt
or alter the relationship, contractual or otherwise, between PVI and any
customer, potential customer, or supplier of PVI; or
(d) engage in or participate in any business conducted under any
name that shall be the same as or similar to the name of PVI or any trade
name used by it.
Employee acknowledges that the foregoing geographic, activity and time
limitations contained in this Section 7 are reasonable and properly required
for the adequate protection of PVI's business. In the event that any such
geographic, activity or time limitation is deemed to be unreasonable by a
court, Employee shall submit to the reduction of either said activity or time
limitation to such activity or period as the court shall deem reasonable. In
the event that Employee is in violation of the aforementioned restrictive
covenants, then the time limitation thereof shall be extended for a period of
time equal to the pendency of such proceedings, including appeals.
8. Representations.
(a) Employee represents that Employee has the right to enter into
this Agreement, and that Employee's performance of all the terms of this
Agreement and his duties as an employee with PVI will not breach any
confidential information agreement, non-competition agreement or other
agreement with any former employer of his services, either as an employee,
consultant or independent contractor, or with any other party. Employee
represents that he
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will not bring with him to PVI or use in the performance of his duties for
PVI any documents, materials or confidential information of a former employer
or consumer of his services that are not generally available to the public.
Employee represents that all materials furnished by him to PVI will be wholly
original and not copies, in whole or in part, from any work, and such
material will not violate, conflict with, or infringe upon any right of any
other persons or entities.
(b) Employee will indemnify, defend and hold harmless PVI from
and against any losses, damages and expenses (including reasonable
attorneys' fees) related to, based upon or arising from claims of third
persons of breach or a claim of breach of Employee's representations in
Section 8(a).
9. Disclosure of this Agreement. Employee hereby authorizes PVI to
notify others, including but not limited to customers of PVI and any of
Employee's future employers, of the terms of this Agreement and Employee's
responsibilities under this Agreement.
10. Specific Performance. Employee acknowledges that money damages
alone would not adequately compensate PVI in the event of a breach by
Employee of this Agreement, and that, in addition to all other remedies
available to PVI at law or in equity, PVI shall be entitled to injunctive
relief for the enforcement of its rights and to an accounting of profits
made during the period of such breach.
11. Severability.
(a) Each of the covenants provided in this Agreement are separate
and independent covenants. If any provision of this Agreement shall be
determined to be invalid or unenforceable, the remainder of this Agreement
shall not be affected thereby and any such invalid or unenforceable provision
shall be reformed so as to be valid and enforceable to the fullest extent
permitted by law.
(b) It is not a defense to the enforcement of any provision of
this Agreement that PVI has breached or failed to perform any obligation or
covenant hereunder or under any other agreement or understanding between
Employee and PVI.
12. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New Jersey without regard to
conflict of law rules. All suits and claims shall be made only in state or
federal courts located in New Jersey.
13. Supersedes Other Agreements. This Agreement contains the entire
agreement of the parties with respect to subject matter hereof and
supersedes all previous agreements and understandings between the parties
with respect to its subject matter.
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14. Acknowledgments.
(a) THE EMPLOYEE ACKNOWLEDGES THAT (i) THE EMPLOYEE HAS READ
THIS AGREEMENT; (ii) THE EMPLOYEE HAS BEEN GIVEN THE OPPORTUNITY TO ASK
QUESTIONS; (iii) THE EMPLOYEE HAS BEEN GIVEN SUFFICIENT TIME TO CONSULT AN
ATTORNEY; and (iv) THE EMPLOYEE HAS EITHER CONSULTED WITH AN ATTORNEY OR
AFFIRMATIVELY HAS DECIDED NOT TO CONSULT AN ATTORNEY.
(b) THE EMPLOYEE ACKNOWLEDGES THAT THE EMPLOYEE HAS RECEIVED A
COPY OF THIS AGREEMENT AND FULLY UNDERSTANDS THIS AGREEMENT.
(c) THE EMPLOYEE UNDERSTANDS THAT THE EMPLOYEE'S EMPLOYMENT WITH
THE COMPANY IS AT WILL IS NOT FOR ANY FIXED TERM AND THAT THE EMPLOYEE'S
EMPLOYMENT MAY BE TERMINATED BY THE COMPANY AT ANY TIME, WITH OR WITHOUT
CAUSE.
(d) THE EMPLOYEE UNDERSTANDS THAT THE EMPLOYEE'S OBLIGATIONS
UNDER THIS AGREEMENT SURVIVE THE TERMINATION OF THE EMPLOYEE'S EMPLOYMENT
WITH THE COMPANY FOR ANY REASON.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first written above.
PRINCETON VIDEO IMAGE, INC.
By:
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Name: ▇▇▇▇▇ F ▇▇▇▇▇▇▇▇
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Title: Chairman
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WITNESS: EMPLOYEE:
By:
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Name:
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Title:
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