Exhibit 10.20
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CONFIDENTIALITY, NON-COMPETITION AND
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INTELLECTUAL PROPERTY AGREEMENT
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As an executive associate of a subsidiary of either The Limited, Inc. or
Intimate Brands, Inc. or one of their affiliates (collectively, the "Company"),
I have access to or may develop trade secrets, intellectual property, and other
confidential or proprietary information ("Confidential Information") of the
Company.
THEREFORE, in consideration of special compensation, in the form of the
award (effective with your date of hire) to receive options to acquire 30,000
shares of the common stock of The Limited, Inc. pursuant to the terms of the
Plan, and in recognition of the highly competitive nature of the business
conduct by the Company, I agree as follows:
1. I will at all times during and after my employment with the Company
faithfully hold the Company's Confidential Information in the strictest
confidence, and I will use my best effects and highest diligence to guard
against its disclosure to anyone other than as required in the performance of my
duties to the Company. I will not use Confidential Information for my personal
benefit or for the benefit of any competitor or other person. I understand that
Confidential Information includes all information and materials relating to
Intellectual Property, as defined below, the Company's trade secrets and all
information relating to the Company that the Company has not made available to
the public. By way of example, Confidential Information includes information
about the Company's products, designs, processes, advertising, marketing,
promotional plans, technical procedures, strategies, financial information, and
many other types of information and materials. Upon termination of my
employment with the Company, regardless of the reason for such termination, I
will return to the Company all documents and other materials of any kind that
contain Confidential Information. I will not use any confidential information
of any third party, including any prior employer, in the course of my work for
the Company.
2. If I leave the Company for any reason whatsoever, then for a period of
twelve (12) months after my separation from the Company, I will not directly or
indirectly solicit, induce or attempt to influence any associate to leave the
employment of the Company, nor will I in any way assist anyone else in doing so.
3. I understand that my employment with the Company is and at all times
shall be "at will," which means that either the Company or I may terminate my
employment at any time, for any reason or for no reason. However, if my
employment with the Company is terminated by the Company for reasons other
than for cause as defined below, I understand that the Company will continue to
pay me my weekly base salary for a period of twenty-six (26) weeks, minus the
deductions required by law and subject to a deduction for any salary or
compensation that I earn from other employment or self-employment during the
time period in question, regardless of when such amount is payable. Cause for
termination of my employment shall exist in the event I: (1) willfully fail to
perform my duties with the Company (other than a failure resulting from my
incapacity due to physical or mental illness); or (2) plead "guilty" or "no
contest" to or am convicted of an act which is defined as a felony under federal
or state law; or (3) engage in willful misconduct in bad faith which could
reasonably be expected to materially harm the Company's business or its
reputation.
4. If I decide to resign my employment with the Company, I will provide
the Company with thirty (30) days prior written notice.
5. If I resign my employment or if my employment is terminated by the
Company for cause, I will not, for a period of six (6) months after my
separation from the Company, directly or indirectly, work for or contribute to
the efforts of any business organization that competes, or plans to compete,
with the Company or its products.
6. I agree that all inventions, designs and ideas conceived, produced,
created, or reduced to practice, either solely or jointly with others, during
my employment with the Company, including those developed on my own time, which
relate to or are useful in the Company's business ("Intellectual Property")
shall be owned solely by the Company. I understand that whether in preliminary
or final form, such Intellectual Property includes, for example, all ideas,
inventions, discoveries, designs, innovations, improvements, trade secrets, and
other intellectual property. All Intellectual Property is either work made for
hire for the Company within the meaning of the U.S. Copyright Act, or, if such
Intellectual Property is determined not to be work made for hire, then I
irrevocably assign all right, title and interest in and to the Intellectual
Property to the Company, including all copyrights, patents, and/or trademarks.
I will, without any additional consideration, execute all documents and take all
other actions needed to convey my complete ownership of the Intellectual
Property to the Company so that the Company may own and protect such
Intellectual Property and obtain patent, copyright and trademark registrations
for it. I agree that the Company may alter or modify the Intellectual Property
at the Company's sole discretion, and I wave all right to claim or disclaim
authorship. I represent and warrant that any Intellectual Property that I assign
to the Company, except as otherwise disclosed in writing at the time of
assignment, will be my sole, exclusive, original work. I have not previously
invented any Intellectual Property or I have advised the Company in writing of
any prior inventions or ideas.
7. This Agreement cannot be changed in any way unless the Company agrees
in writing and this Agreement will be governed by and interpreted in accordance
with Ohio law.
Date: January 24, 2000
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