I
FOR GOOD
CONSIDERATION, and in consideration of being employed by
___________________________ (Company), the undersigned employee hereby agrees
and acknowledges:
1. That
during the course of my employ there may be disclosed to me certain trade
secrets of the Company; said trade secrets consisting but not necessarily
limited to:
(a)
Technical information: Methods, processes, formulae, compositions, systems,
techniques, inventions, machines, computer programs and research projects.
(b)
Business information: Customer lists, pricing data, sources of supply,
financial data and marketing, production, or merchandising systems or plans.
2. I agree that I shall not during, or at any
time after the termination of my employment with the Company, use for myself or
others, or disclose or divulge to others including future employees, any trade
secrets, confidential information, or any other proprietary data of the Company
in violation of this agreement.
3. That upon the termination of my employment from the Company:
(a) I
shall return to the Company all documents and property of the Company,
including but not necessarily limited to: drawings, blueprints, reports,
manuals, correspondence, customer lists, computer programs, and all other
materials and all copies thereof relating in any way to the Company's business,
or in any way obtained by me during the course of employ. I further agree that
I shall not retain copies, notes or abstracts of the foregoing.
(b) The Company may notify any future or prospective employer or third party of
the existence of this agreement, and shall be entitled to full injunctive
relief for any breach.
(c) This agreement shall be binding upon me and my personal representatives and
successors in interest, and shall inure to the benefit of the Company, its
successors and assigns.
Signed this _____ day of
____________________, 20____.
______________________________
_______________________________
Company
Employee
II
CONFIDENTIALITY
3.1. CONSEQUENCES OF ENTRUSTMENT WITH SENSITIVE INFORMATION. You
should recognize that your position with Employer requires considerable
responsibility and trust. Relying on your ethical responsibility and undivided
loyalty, Employer expects to entrust you with highly sensitive confidential,
restricted, and proprietary information involving Trade Secrets (as defined in
Section 3.2) and Confidential Information (as defined in Section 3.4). You are
legally and ethically responsible for protecting and preserving Employer's
proprietary rights for use only for Employer's benefit, and these
responsibilities may impose unavoidable limitations on your ability to pursue
some kinds of business opportunities that might interest you during or after
your employment.
3.2. TRADE SECRETS DEFINED. For purposes of this Agreement, a "Trade
Secret" is any information, including, but not limited to, technical or
nontechnical data, techniques relating to the preparation and production of
illustrations for use in Employer's computer software products, source codes,
flow charts, diagrams, technical documentation, scripts, algorithms, file
structures, metadata, data definitions and principles of operation relating to
or reflected in Employer's computer software products, formulas, patterns,
compilations, programs, devices, methods, techniques, drawings, processes, or
other information similar to the foregoing, that: (1) derive economic value,
actual or potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value
from their disclosure or use; and (2) are the subject of efforts that are
reasonable under the circumstances to maintain their secrecy. The term "Trade
Secret" will not include any information which constitutes Confidential
Information (as defined in Section 3.4).
The term Trade Secret will not include information that you can show by
competent proof (i) was known to you prior to disclosure by Employer; (ii) was
generally known to the public at the time Employer disclosed the information to
you; (iii) became generally known to the public after disclosure to you by the
Employer through no act or omission of yours; or (iv) was disclosed to you by a
third party having a bona fide right both to possess the information and to
disclose the information to you.
3.3. RESTRICTIONS ON USE AND DISCLOSURE OF TRADE SECRETS.
You shall hold in confidence at all times after the date hereof all Trade
Secrets of Employer and shall not disclose, publish or
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make use at any time after the date hereof of Trade Secrets without the prior
consent of Employer.
3.4. CONFIDENTIAL INFORMATION DEFINED. For purposes of this Agreement,
"Confidential Information" is any financial information, financial data,
financial plans, information concerning the relationship between the Company
and its customers or suppliers, or product plans or strategies of Employer
which are valuable to Employer and not generally known or available to
competitors of Employer.
3.5. USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION. You agree that
during the term of your employment by Employer, and for a period of two (2)
years following termination of your employment, you will hold in confidence all
Confidential Information and will not disclose, publish or make use of
Confidential Information without the prior written consent of Employer.
3.6. SCREENING OF PUBLIC RELEASES OF INFORMATION. In addition, and
without any intention of limiting your other obligations under this Agreement
in any way, you should not, during your employment, reveal any non-public
information concerning the technology pertaining to the proprietary products
and manufacturing processes of Employer (particularly technology under current
development or improvement), unless you have obtained approval from Employer in
advance. In that connection, you should submit to Employer for review any
proposed scientific and technical articles and the text of any public speeches
relating to work done for Employer before they are released or delivered.
Employer has the right to disapprove and prohibit, or delete any parts of, such
articles or speeches that might disclose Employer's Trade Secrets or other
Confidential Information or otherwise be contrary to Employer's business
interests.
3.7. EMPLOYER RIGHTS UNDER APPLICABLE TRADE SECRET LAW. Nothing in this
Agreement is intended to, nor shall it, diminish the Employer's rights
regarding the protection of Employers trade secrets pursuant to applicable
Georgia law.
SECTION 4.
RETURN OF MATERIALS
Upon the request of Employer and, in any event, upon the termination of your
employment, you must return to Employer and leave at its disposal all
memoranda, notes, records, drawings, manuals, computer programs, documentation,
diskettes, computer tapes, and, other documents or media pertaining to the
business of Employer or your specific duties for Employer, including all
copies of such materials. You must also return to Employer and leave at its
disposal all materials involving any Trade Secrets of Employer. This Section 4
is intended to apply to all materials
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made or compiled by you, as well as to all materials furnished to you by anyone
else in connection with your employment.
III
EMPLOYEE NON-DISCLOSURE
AGREEMENT
1. General. As an
employee of KNOWLEDGE ARCHITECTS WEB (INDIA) PVT LTD. (‘KARCHITECTS’), a
company incorporated in Mumbai, India, under the Companies Act 1956 and in
consideration of the compensation now and hereafter paid to me, I will devote
my best efforts to furthering the best interests of KARCHITECTS. During my
employment, I will not engage in activity that:
(a) conflicts with KARCHITECTS business
interests, including without limitation, any business activities not
contemplated by this agreement,
(b) occupies my attention so as to
interfere with the proper and efficient performance of my duties at
KARCHITECTS, or
(c) interferes with the independent
exercise of my judgement in KARCHITECT’S best interests.
As used herein, KARCHITECTS business means the development, marketing and
support of software and services for business and professional use including
operation systems, application program, Internet related websites or e-commerce
solutions as well as books and hardware for the microcomputer and Internet
marketplace.
2. Recognition of Absolute ownership. That I do hereby
recognize and admit that KARCHITECTS is the absolute, unrestricted and
exclusive owner of the confidential or proprietary technical, financial,
marketing, manufacturing, distribution, or other technical or business
information or trade secrets of KARCHITECTS, including without limitation,
concepts, techniques, processes, methods, systems, designs, clients, cost data,
computer programs, formulae, development or experimental work, work in
progress, customers and suppliers as well as software for business and
professional use application programs, operating systems, internet websites or
e-commerce solutions, books, hardware and information for the microcomputer and
internet marketplace used by me in the course of my employment with KARCHITECTS.
I agree that I shall not in any manner whatsoever, represent and/or claim that
I have any interest by way of ownership, assignment or otherwise in the same.
In this agreement, all confidential and/or proprietary information belonging to
and/or in possession of KARCHITECTS, which is received, accessed, and/or used
by me during the course of my employment with KARCHITECTS, shall include
without limitation, such information received from KARCHITECTS, its customers
and/or any entity in which KARCHITECTS holds or controls more than 50% of the
equity stock thereof and/or is entitled to vote for the election of directors.
3. Non-Disclosure.
At all times, during my employment and thereafter, I will not disclose to
anyone outside KARCHITECTS nor use for any purpose other than my work for
KARCHITECTS:
a. any confidential or proprietary technical, financial,
marketing, manufacturing, distribution or other technical or business
information or trade secrets of KARCHITECTS, including without limitation,
concepts, techniques, processes, methods, systems, designs, circuits, cost
data, computer programs, formulae, development or experimental work,
work-in-progress, customers and suppliers,
b. any information KARCHITECTS has received from others which
KARCHITECTS is obligated to treat as confidential or proprietary or
c. any confidential or proprietary information which is
circulated within KARCHITECTS via its internal electronic mail system, intranet
or otherwise.
I
will also not disclose any confidential or proprietary information to anyone
inside KARCHITECTS except on a “need-to-know” basis. If I have any questions as
to what comprises such confidential or proprietary information or trade
secrets, as to whom, if anyone inside KARCHITECTS, it may be disclosed, I will
consult with my manager at KARCHITECTS.
4. Assignment of inventions. I hereby assign exclusively to KARCHITECTS all my right, title and
interest in and to any all inventions, discoveries, designs, developments,
improvements, copyrightable material, and trade secrets (collectively herein
“Inventions”) that I solely or jointly may conceive, write, encode, develop, or
reduce to practice during the period of time I am in the employment of
KARCHITECTS. I will make prompt and full disclosure to KARCHITECTS of any
inventions, and if for any reason the assignment pursuant to this clause is not
effective, will hold all such inventions in trust for the sole benefit of
KARCHITECTS.
I hereby waive and quit claim to KARCHITECTS, any and all claims of any nature
whatsoever that I now or hereafter may have for infringement of any patent
resulting from any patent applications for any inventions so assigned to
KARCHITECTS.
My obligation to assign shall not apply to any invention about which I can
prove that:
a) it was developed entirely on my own
time; and
b) no equipment, supplies, facilities,
services or trade secret of KARCHITECTS was used in its development; and
c) it does not relate
(i) directly to the business of
KARCHITECTS or
(ii) to the actual or demonstrably
anticipated research or development of KARCHITECTS; and
d) it does not result from any work
performed by me for KARCHITECTS.
5. Excluded and Licensed inventions. I have attached hereto, a list describing all inventions
– belonging to me and made by me prior to my employment with KARCHITECTS that I
wish to have excluded from this agreement. If not such list is attached, I
represent that there are no such inventions. If in the course of my employment
at KARCHITECTS, I use in or incorporate into a KARCHITECTS product, program,
process or machine, and invention owned by me or which I have an interest,
KARCHITECTS is hereby granted and shall have an exclusive royalty-free,
irrevocable, worldwide license to make, have made, use and sell that invention
without restriction as to the extent of my ownership or interest.
6. Application for Copyright and Patents. I will execute any proper oath or verify any proper
document in connection with carrying out the terms of this agreement. If,
because of my mental or physical incapacity or for any other reason whatsoever,
KARCHITECTS is unable to secure my signature to apply for or to pursue any
application for any Indian or foreign patent or copyright covering inventions
assigned to KARCHITECTS as stated above, I hereby irrevocably designate and
appoint KARCHITECTS and its duly authorized officers and agents as my agent and
attorney in fact, to act for me and in my behalf and stead, to execute and file
any prosecution and issuance of Indian and foreign patents and copyrights
thereon with the same legal force and effect as if executed by me,. I will
testify at KARCHITECTS request and expense in any interference, litigation or
other legal proceeding that may arise during or after my employment.
7. Third party information. I recognize that KARCHITECTS has received and will receive confidential
or proprietary information from its customers as well as third parties subject
to a duty on KARCHITECTS part to maintain the confidentiality of such
information and to use it only for certain limited purpose. During the term of
my employment and thereafter, I will not disclose such confidential or
proprietary information to anyone except as necessary in carrying out my work
in KARCHITECTS and consistent with KARCHITECTS agreement with such customers or
third party. I will not use such information for the benefit of anyone other
than KARCHITECTS or such third party, or in any manner inconsistent with any
agreement between KARCHITECTS and such third party of which I am made aware.
8. Prior Employer Information. During my employment at KARCHITECTS, I will not use
improperly or disclose any confidential or proprietary information or trade
secrets of my former or current employers, principals, partners, co-ventures,
clients, customers or suppliers of the vendors or customers of such persons or
entities or their vendor or customers and I will not bring onto the premises of
KARCHITECTS, any unpublished document or any property belonging to any such
persons or entities or their vendors or customers unless such persons or entities
have given their consent. I will not violate any non-disclosure or proprietary
rights agreement I might have signed in connection with any such person or
entity.
9. Presumption of breach. In the event of the possession, access and or use of the confidential
or proprietary technical, financial, marketing, manufacturing, distribution or
other technical or business information or trade secrets of KARCHITECTS,
including without limitation, concepts, technique’s processes, methods,
system’s, designs, clients, cost data, computer programs, formulae, development
or experimental work, work-in-progress, customers and suppliers as well as
software for business and professional use, application programs, internet
websites, e-commerce solutions, books, hardware and information for the
microcomputer and internet marketplace by any other third party with whom I may
have a nexus, it shall be presumed, unless proved to the contrary, that such
information has so come to the possession of the third party on account of breach
of this agreement by me.
10. Term of employment. I
acknowledge that my employment will be of indefinite duration and that either
KARCHITECTS or I will be free to terminate this employment relationship at will
and at any time with or without cause and in accordance with the Employment
Agreement signed by me with KARCHITECTS on _______, 200__. I also acknowledge
that any representations to the contrary are unauthorized and void, unless
contained in the said employment agreement signed by an officer of KARCHITECTS.
11. Return of materials.
At the time I leave the employment of KARCHITECTS, I will return to KARCHITECTS
all papers, drawings, notes, memoranda, manuals, specifications, designs,
devices, documents, diskettes, CD’s, DVD’s. Tapes, DAT Drives and any other
material on any media containing or disclosing any confidential or proprietary
technical or business information. I will also return any keys, pass cards, ID
cards or other property belonging to KARCHITECTS.
12. Non-solicitation.
While employed at KARCHITECTS and for a period of 1 year from the termination
of my employment, I will not induce or attempt to influence directly or
indirectly, any employee at KARCHITECTS to terminate his employment with
KARCHITECTS or to work for me or any other person or entity.
13. Personal property. I
agree that KARCHITECTS will not be responsible for loss, disappearance, or
damage to personal property on KARCHITECTS premises, or if applicable, on
residential premises subsidized by KARCHITECTS (including apartments or
temporary housing). I hereby release, discharge and hold KARCHITECTS harmless
from any and all claims relating to loss of, disappearance, or damage to such
personal property.
14. Equitable relief. I
acknowledge that any violation by me under this agreement, and/or any obligation
of like nature, will cause irreparable injury to KARCHITECTS, and KARCHITECTS
shall be entitled to extraordinary relief in any court in India, including, but
not limited to, temporary restraining orders, preliminary injunctions, and
permanent injunctions, without the necessity of posting bond or security.
15. Attorney fees.
If court proceedings are required to enforce any provision of this agreement,
the prevailing party shall be entitled to an award of reasonable and necessary
expenses of litigation, including reasonable attorney fees.
16. Entire Agreement. I
agree that this agreement shall be governed for all purposes by the laws of
India and that venue for any action arising out of this agreement shall be the
courts of India. If any provision of this agreement shall be declared
excessively broad, it shall be construed so as to afford KARCHITECTS the
maximum protection permissible by law. If any provision of this agreement is
void or is so declared, such provision shall be severed from this agreement, which
shall otherwise remain in full force and effect. This agreement sets forth the
entire agreement of the parties as to the subject matter hereof and any
representations, promises, or conditions in connection therewith not in writing
and signed by both parties shall not be binding upon either party, the terms
and conditions of this agreement shall survive termination of my employment.
HAVING READ AND FULLY
UNDERSTOOD THIS AGREEMENT, I have signed my name on this _____ day of
______________, 200__.
Inventions listed on attached: _________ YES __________ NO
____________________________________
(Signature
of:
)
_____________________________ ______________________________
Witness ______________________ Witness
______________________
