INTELLECTUAL PROPERTY PROTECTION AGREEMENT
In consideration of my employment -- and of my continued employment --
and my compensation, and the equipment, materials, facilities and the Company's
Confidential Information supplied to me, the Company and I understand and agree
that:
1. RECORDS OF INVENTIONS AND WORKS OF AUTHORSHIP. I will keep complete
and current written records of all Inventions and Works of Authorship (including
illustrations, writings, mask works, software and computer programs) I make
during the period of time I am employed by the Company and promptly and
completely disclose all such Inventions and Works of Authorship in writing to
the Company for the purpose of adequately determining the Company's rights in
each such Invention and Work of Authorship. I will supplement any such
disclosures to the extent the Company may request. If I have any doubt as to
whether or not to disclose an Invention or Work of Authorship to the Company, I
will disclose it. In this connection, I will not file any patent or copyright
application relating to any Invention or Work of Authorship I Make during the
period of time I am employed by the Company without the prior written approval
of the Company.
2. OWNERSHIP OF INVENTIONS AND WORKS OF AUTHORSHIP. Each and every
Invention and Work of Authorship I Make during the period of time I am employed
by the Company which (a) relates to the business of the Company or to the
Company's actual or demonstrably anticipated research or development, (b)
results from any work I perform for the Company, or (c) relates to the Company's
Confidential Information, is the sole and exclusive property of the Company and
I will assign my entire right, title and interest in each such Invention or Work
of Authorship to the Company, except those excluded from any obligation to
assign to the Company as a matter of law existing at the time such Invention or
Work of Authorship is Made. If I assert any property right in an Invention or
Work of Authorship I Make during the period of time I am employed by the Company
as provided by law, I will promptly notify the Company in writing.
3. DISCLOSURE OF INVENTION OR WORK OF AUTHORSHIP AFTER TERMINATION. I
will promptly and completely disclose in writing to the Company all Inventions
or Works of Authorship which I Make during the one year period immediately
following the end of my employment with the Company which (a) relates to the
business of the Company or to the Company's actual or demonstrably anticipated
research or development, (b) results from work I performed for the Company, or
(c) relates to the Company's Confidential Information, for the purpose of
determining the Company's rights in each such Invention or Work of Authorship.
During this period, I will not file any patent or copyright application relating
to any such Invention or Work of Authorship without the prior written consent of
the Company. If I do not prove that I Made the Invention or Work of Authorship
entirely after leaving the Company's employment or if I do not prove that the
Invention or Work of Authorship does not in any way relate to my work assignment
at the Company, to the Company's business, or to the Company's Confidential
Information, the Invention or Work of Authorship shall conclusively be presumed
to be the property of the Company. I acknowledge that the conditions of this
paragraph are no greater than is necessary for protecting the Company's
interests in the Company's Confidential Information and in Inventions or Works
of Authorship to which it is rightfully entitled. I agree to assign to the
Company all of my interest in such Inventions or Works of Authorship belonging
to the Company and I will execute any papers and do any acts which the Company
considers necessary to secure to it any all rights relating to such Inventions
or Works of Authorship.
4. COOPERATION WITH THE COMPANY. I will assist and fully cooperate with
the
Company in obtaining and maintaining the fullest measure of legal protection
which the Company elects to obtain for Inventions and Works of Authorship in
which it has a property right. I will execute any lawful document the Company
requests me to execute relating to obtaining and maintaining legal protection
for any said Invention or Work of Authorship (including, but not limited to,
executing applications, assignments, oaths, declarations, and affidavits) and I
will make myself available for interviews, depositions and testimony relating to
any said Invention or Work of Authorship.
5. PRE-EMPLOYMENT INVENTIONS OR WORKS OF AUTHORSHIP. On Schedule A (an
integral part of this Agreement on page 6) I have completely identified, without
disclosing any trade secret or other confidential information, every Invention
or Work of Authorship I made before my employment by the Company in which I have
an ownership interest, and which is not the subject matter of an issued patent
or printed publication at the time I sign this Agreement. If I become aware of
any projected or actual use of any such Invention or Work of Authorship by the
Company, I will promptly notify the Company in writing of said use. Except as to
the Inventions or Works of Authorship listed on Schedule A or those which are
the subject matter of an issued patent or printed publication at the time I sign
this Agreement, I will not assert any rights against the Company with respect to
any Invention or Work of Authorship made before my employment with the Company.
6. THE COMPANY'S CONFIDENTIAL INFORMATION; RESTRICTIVE COVENANTS.
During the period of time I am employed by the Company and indefinitely
thereafter with respect to Confidential Information which constitute trade
secrets and for a period of five years after my employment with the Company
terminates with respect to Confidential Information which does not constitute
trade secrets, I will not, directly or indirectly, use the Company's
Confidential Information except in the furtherance of the Company's business nor
will I disclose or disseminate the Company's Confidential Information to anyone
who is not an officer, director, employee, attorney or authorized agent of the
Company without the prior written consent of the Company, unless the specific
item of the Company's Confidential Information is now in, or hereafter (through
no breach of this Agreement) becomes part of the public domain; provided,
however, I agree that none of the provisions of this Agreement including the
foregoing exception for Confidential Information which becomes part of the
public domain and the five year time period with respect to certain Confidential
Information shall be construed to constitute: (a) a waiver by the Company of any
of its right in, or to protect specific items of the Company's Confidential
Information which constitute trade secrets, or (b) a release of or limit to my
legal obligation not to disclose or misappropriate any such Company trade
secrets, during or after my employment with the Company. I understand that such
use, disclosure or dissemination of the Company's Confidential Information would
become accessible to and reasonably be considered useful to a competitor of the
Company or to a third party which would be assisted in becoming a competitor of
the Company. I will execute any agreement relating to the protection of the
Company's Confidential Information or the Confidential Information of any third
party with whom the Company is under legal obligation to protect that third
party's confidential information if the Company requests.
During the period of time that I am employed by the Company, and for a
period (the "Restricted Period") equal to the longer of (x) five years after the
date hereof and (y) ninety days after the termination of my employment with the
Company, regardless of the reasons for or circumstances surrounding such
termination of employment, I will not without prior written consent of the
Company become in competition with the Company, or directly or indirectly accept
employment with, or render services on behalf of, a competitor of the Company or
any other third party in any capacity where the Confidential Information of the
Company acquired by
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me during my employment with the Company would reasonably be considered to be
useful to the competitor or to such other third party to become a competitor of
the Company based in whole or in part on such Confidential Information or where
it could be reasonably anticipated that I would use, disclose or otherwise
compromise the integrity of such Confidential Information.
Without limiting the foregoing, during the Restricted Period I will not
attempt to divert nor assist others to acquire any Company business by
soliciting, contacting or communicating with any customer or supplier of the
Company's products or services with whom I had contact during the year preceding
termination of my employment.
I acknowledge that all documents and tangible things embodying or
containing the Company's Confidential Information are the Company's exclusive
property. I have access to them solely for performing the duties of my
employment for the Company. I will protect the confidentiality of their content
and I will return all of them and all copies, facsimiles and specimens of them
(including excerpts or portion thereof) and any other forms of the Company's
Confidential Information in my possession, custody or control to the Company
before leaving the employment of the Company.
I recognize that irreparable and incalculable injury will result to the
Company, its business and property, in the event of a breach by me of the
restrictions imposed by this Agreement. I therefore agree that in the event of
any such breach, the Company shall be entitled, in addition to any other
remedies and damages, to an injunction restraining further violation of such
restrictions by me and/or by any other person for whom I may be acting or who is
acting for me or in concert with me. If the Company is awarded an injunction or
other remedy in connection with the enforcement of such restrictions, I further
agree to pay all costs and expenses (including attorney's fees) reasonably
incurred by the Company in such enforcement effort. I waive any requirement for
security or the posing of any bond or other surety and proof of damages in
connection with any temporary or permanent award of injunctive, mandatory or
other equitable relief and I further agree to waive the defense in any action
for specific performance that a remedy at law would be adequate. I WAIVE THE
RIGHT TO A JURY TRIAL OF ANY SUCH ACTION.
In the event that any of the provisions of this Paragraph 6 should ever
be adjudicated to exceed the time, geographic, product or service, or other
limitations permitted by applicable law in any jurisdiction, then the court
shall have the power and shall reform the provisions of this Paragraph 6 in such
jurisdiction to the maximum time, geographic, product or service, or other
limitation permitted by applicable law.
By entering into this Agreement, I acknowledge that: (i) I am familiar
with the nature of the Company's business; (ii) I have read and understand the
nature and scope of the restrictions set forth in this Agreement; and (iii) that
the Company has invested and will continue to invest substantial effort and sums
of money to develop and promote the Company products, services and goodwill
together with Confidential Information. I THEREFORE ACKNOWLEDGE AND REPRESENT
THAT THE SCOPE OF SUCH RESTRICTIONS ARE APPROPRIATE, NECESSARY AND REASONABLE
FOR THE PROTECTION OF THE BUSINESS, GOODWILL AND PROPERTY RIGHTS OF THE COMPANY
AND WILL NOT PREVENT OR HINDER ME FROM EARNING A LIVING IN THE EVENT OF, AND
AFTER, TERMINATION OF MY EMPLOYMENT WITH THE COMPANY.
7. CONFIDENTIAL INFORMATION FROM PREVIOUS EMPLOYMENT. I certify that I
have not, and will not, disclose or use during my employment with the Company,
any confidential
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information which I acquired as a result of any previous employment or under a
contractual obligation of confidentiality before my employment by the Company
except as may be otherwise consented to by the owner thereof in writing.
8. PRIOR RESTRICTIVE OBLIGATIONS. On Schedule B (an integral part of
this Agreement on page 6) I have completely identified all prior obligations
(written and oral), such as confidentiality agreements or covenants restricting
future employment, that I have entered into which restrict my ability to perform
the duties of my employment for the Company. I agree to indemnify and hold the
Company harmless from all liabilities and expenses resulting from my failure to
identify all my prior obligations.
9. NOTICE TO FUTURE EMPLOYERS. During the Restricted Period I will
inform each new employer, prior to my employment, of the existence of this
Agreement and provide the new employer with a copy of this Agreement. I further
agree that the Company may, if it so desires, send a copy of this Agreement to,
or otherwise make the provisions hereof known to, any such new employer.
10. MISCELLANEOUS. This Agreement binds my heirs, executors,
administrators, legal representatives and assigns and inures to the benefit of
the Company and its successors and assigns.
Only a written amendment executed by both myself and the Company can
constitute a waiver or modification of any provision of this Agreement.
This Agreement becomes effective when I sign it, my obligations under
it continue throughout the entire period of time I am employed by the Company,
without regard to the business organization within the Company with which I am
associated, and these obligations will continue after, and survive, the end of
my employment by the Company. I acknowledge that the foregoing obligations of
mine and the rights and remedies of the Company hereunder shall be in addition
to and not in derogation of any obligations to the Company which I may have and
the rights and remedies which the Company may have by reason of the operation of
law or by reason of any other agreements between me and the Company whether
executed prior to, or on or after the date hereof.
If a court of competent jurisdiction determines that any portion of
this Agreement is illegal, invalid or unenforceable, then, subject to the
provisions regarding reformation set forth in paragraph 6 hereof, that portion
shall be considered to be removed from this Agreement and it shall not affect
the legality, validity or enforceability of the remainder of this Agreement and
the remainder of this Agreement shall continue in full force and effect. This
Agreement shall be governed by, and construed under, the laws of the State of
New York without regard to its conflicts of law rules.
11. DEFINITIONS.
a. "The Company" refers collectively to RDF Acquisition Corp.,
a Delaware corporation, having a place of business at ▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation and its subsidiaries and
affiliates and their respective predecessors, designees and successors and their
past, present and future operating companies, divisions, parents, subsidiaries,
affiliates and other business units;
b. "The Company Confidential Information" is any information
used in the
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Company's business which gives the Company an advantage over competitors who do
not know or use such information (for example, a formula, manufacturing process,
manufacturing equipment, proprietary compound, customer list, marketing plans,
financial data, business data, etc.) and includes not only information
designated by the Company as confidential information but also the Company's
other trade secrets and other confidential or proprietary information, or
confidential information entrusted to it;
c. "Inventions" or "Works of Authorship" include not only
inventions (whether or not patentable) or works of authorship (whether or not
copyrightable), but also innovations, improvements, discoveries, ideas and all
other forms of intellectual property - whether or not any of the foregoing
constitutes trade secrets or other confidential or proprietary information; and
d. "Make" or "Made", used in relating to Inventions or Works
of Authorship includes any one or any combination of (i) conception; (ii)
reduction to practice, or (iii) development of, any Invention or Work of
Authorship and is without regard to whether I am sole or joint inventor or
author.
Employee:
Dated: As of March 31, 2000
------------------------------------------
(Identified throughout this Agreement by the
use of the first person singular)
Printed
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
RDF ACQUISITION CORP.
Dated: As of March 31, 2000 By:
---------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, President
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SCHEDULE A
PRE-EMPLOYMENT INVENTIONS AND WORKS OF AUTHORSHIP
Note: Please describe each such Invention and Work of Authorship you
made prior to your employment by the Company in which you have an
ownership interest and which is not the subject matter of an issued
patent or printed publication at the time you sign this Agreement. DO
NOT DISCLOSE CONFIDENTIAL INFORMATION.
N O N E
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SCHEDULE B
PRIOR RESTRICTIVE OBLIGATIONS
Please identify all prior restrictive obligations (written and oral),
such as confidentiality agreements or covenants restricting future
employment that are in effect and which restrict your ability to
perform the duties of employment for the Company.
N O N E
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EXHIBIT A - INTELLECTUAL PROPERTY PROTECTION AGREEMENT