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EXHIBIT 10.29
CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENT
THIS AGREEMENT sets forth the understandings between you and TELECT, INC.
("Telect") concerning your treatment of confidential and proprietary information
and concerning any inventions you may make in connection with your employment by
Telect.
RECITALS
A. Telect and its subsidiaries are engaged in a business which is
highly dependent upon confidential technology and know-how, and
which is uniquely vulnerable to harmful disclosures of
confidential information by employees and former employees;
B. Telect requires certain undertakings from you as a condition to
(i) Telect's engagement of you as an employee or (ii) Telect's
continuation of your employment and grant to you of options to
purchase Telect's common stock;
C. You acknowledge that either item (i) or item (ii) of Recital B
constitutes adequate consideration for your undertakings pursuant
to this Agreement.
AGREEMENT
1. Definitions. For purposes of this Agreement, the terms below shall have the
following meanings:
(a) "Proprietary Information" shall mean information not publicly
known, whether or not in writing, related to the business activities of Telect
or its subsidiaries, including, but not limited to, technical and scientific
information, manufacturing information, research information, financial
information, marketing information, employee lists, customer lists, and business
plans. Proprietary Information shall also include, but not be limited to,
confidential information about third parties for which Telect or its
subsidiaries has a nondisclosure obligation of any kind.
(b) "Invention" shall mean any discovery, design, improvement,
method, process, new concept or new idea, of any nature, whether or not
patentable or copyrightable, whether or not reduced to practice, whether
conceived or discovered individually or jointly with others, and whether or not
related to your scope of employment by or duties to Telect or its subsidiaries.
2. Proprietary Information.
(a) Unless you have received the prior written consent of Telect:
(1) You shall not at any time during or after your
employment with Telect, directly or indirectly disclose any Proprietary
Information except to another employee of Telect or its subsidiaries whose
responsibilities require knowledge of the Proprietary Information; you shall
also not discuss or mention Proprietary Information in circumstances where such
discussion or mention could possibly be overheard by unauthorized persons; and
(2) You shall not reproduce or publish or make any direct
or indirect use of any Proprietary Information, except for purposes directly
related to your duties on behalf of Telect or its subsidiaries.
(3) You shall exercise the utmost care to protect the
secrecy of the Proprietary Information and shall maintain and protect all
Proprietary Information while in your
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possession and implement adequate safeguards to ensure that unauthorized persons
do not have access to the Proprietary Information.
(b) Upon termination of your status as an employee of Telect, you
shall deliver to Telect all originals and copies in your control or possession
of documents, objects, designs, drawings, photographs, or written information
which describe, depict, or contain any Proprietary Information. You agree that
the product of any services performed by you in the course of your employment or
engagement by Telect, including, but not limited to, Proprietary Information,
shall be the property of Telect.
3. Inventions
(a) Employee's Rights In Inventions.
(i) Previous Employee Inventions. In the space provided
below, or on a separate sheet attached to this
Agreement, you may list all Inventions: (a) that you
made prior to your employment with Telect; and (b)
that you claim belong to you or that you claim an
interest in; and (c) that relate to Telect's or its
subsidiaries' businesses or proposed businesses and
products; and (d) in which you wish to retain all
claimed ownership rights ("Employee Inventions"). If
you have not listed any Employee Inventions, you
acknowledge and agree that no such Employee
Inventions exist. You understand that your listing
of any Employee Invention(s) here does not
constitute an acknowledgement by Telect or any of
its subsidiaries of your ownership of such Employee
Invention(s).
Employee Inventions:
Identifying Number or
Title Date Brief Description
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____ (Check as applicable) You have attached a separate
sheet listing Employee Inventions.
(ii) Future Employee Inventions. Telect acknowledges and
agrees, as provided by applicable state law, that
any Inventions: (a) that you develop entirely on
your own time; and (b) that you ---- develop without
using Telect's or its subsidiaries' equipment,
supplies, facilities, or trade secret information;
and (c) that --- do not result from any work
performed by you for Telect or its subsidiaries; and
(d) that do not directly relate at the time --- of
conception or reduction to practice to the business
of Telect or its subsidiaries, or actual or
demonstrably anticipated research or development of
Telect or its subsidiaries, will be owned entirely
by you, even if developed by you during the time
period in which you are employed by Telect.
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(b) Telect's Rights In Inventions.
(i) Disclosure. You agree to make full written disclosure
promptly to Telect of any and all Inventions that you develop during or as the
result of your employment at Telect.
(ii) Assignment of Inventions to Telect. You agree that all
Inventions that: (a) have been or are developed using the equipment, supplies,
facilities or Proprietary Information of Telect or its subsidiaries, (b) have
resulted from or have been or are suggested by work performed by you for Telect
or its subsidiaries, or (c) which have been or are conceived or reduced to
practice during your employment at Telect and which directly relate to the
business, or actual or demonstrably anticipated research or development of
Telect or its subsidiaries ("Telect Inventions"), will be the sole and exclusive
property of Telect, and you will and hereby do assign all your right, title and
interest in such Telect Inventions to Telect.
(iii) Assignment of Moral Rights to Telect. In addition,
you hereby transfer and assign "moral" rights that you may have in any Telect
Invention(s) under any copyright or other law, whether U.S. or foreign. You
agree to waive and never to assert any such "moral" rights in Telect Inventions
during or after the termination of your employment with Telect. You agree that
Telect, its subsidiaries and licensees are not required to designate you as the
author of any Telect Inventions when distributed. You also agree that Telect
retains sole discretion with regard to how and for what purposes, if any, such
Telect Invention(s) are used.
(c) Protection of Telect Inventions.
You agree (at Telect's expense) to assist Telect or any of
its applicable subsidiaries in every proper way to obtain and to help Telect or
any of its applicable subsidiaries enforce patents, copyrights, and other legal
protections for Telect Inventions in any and all countries. You agree to
promptly execute any documents that Telect may reasonably request for use in
obtaining or enforcing such patents, copyrights and other legal protections. You
acknowledge that all original works of authorship that have been or are made by
you (solely or jointly with others) within the scope of your employment at
Telect, and that are protectable by copyrights, are "works made for hire," as
that term is defined in the United States Copyright Act (17 U.S.C. Section 101).
To the extent any work does not constitute a work made for hire, you agree to
assign all rights, title, and interest in any copyright pertaining thereto.
4. Prior Employment. You understand that Telect is not employing you to
obtain any information which is the property of any previous employer or any
others for whom you have performed services. You agree to not, in performing
services for Telect or its subsidiaries, make use of information which is the
property of and/or confidential information of any employer or other person or
entity for whom you have performed services. You represent and warrant that you
are not currently subject to any contractual or other secrecy restriction which
would prevent or materially limit you from carrying out your duties for Telect
or its subsidiaries. In the event that you seek new employment, you agree to
notify each new employer, prior to accepting your employment, of the existence
of this Agreement. You agree to indemnify and hold Telect and its subsidiaries,
officers, directors, employees and agents harmless from any loss, liability or
damage arising out of the inaccuracy of the foregoing representation and
warranty.
5. Notice of Unauthorized Disclosure. You agree to immediately notify
Telect of any actual or potential misuse, misappropriation or unauthorized
disclosure of Proprietary Information or violation of this Agreement by any
current or former employee of Telect or any third party that may come to your
attention.
6. Assignment. Telect may assign all rights and obligations under this
Agreement.
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7. Equitable Relief. You acknowledge that any violation by you of any of
the provisions of this Agreement may cause Telect and its subsidiaries
irreparable injury. You therefore agree that Telect shall be entitled, in
addition to any remedies it may have under this Agreement or at law, to
injunctive and other equitable relief to prevent or curtail any breach of this
Agreement by you.
8. No Waiver. No waiver of any of the terms or provisions of this
Agreement shall be valid unless in writing and signed by the party against which
the enforcement of such waiver is sought, nor shall any waiver or failure to
enforce any right hereunder be deemed to be a waiver of the same or any other
right in any other instance.
9. Enforcement Costs. In any action to enforce its rights hereunder, the
prevailing party shall be reimbursed by the other for its costs of enforcement,
including, without limitation, reasonable attorney's fees and costs of appeal.
10. Governing Law. Telect and you intend that this Agreement be governed
by and enforced to the greatest extent permitted by the laws of the State of
Washington. If any provisions of this Agreement, on their face or as applied to
any person or circumstance, are or become unenforceable to any extent, the
remainder of this Agreement and the application of such provisions to other
persons, circumstances or extents, will not be affected and will continue in
force.
11. Amendments. All amendments of this Agreement shall be made in writing
and signed by the parties. No oral amendment shall be binding on the parties.
12. Entire Agreement; Survival. This Agreement is intended to be the
parties' complete expression of the terms of their agreement with respect to the
subject matters addressed herein. Any prior agreements, understandings or
statements, oral or written, with respect to such subject matters are superseded
hereby and fully merged herein. This Agreement is not intended to be and shall
not constitute an employment contract. Telect shall have no obligation
whatsoever to continue to employ you at any time. You agree that your
obligations hereunder shall survive any termination of your employment,
regardless of the reason, or lack thereof, for such termination, or the amount
of any compensation received in connection therewith.
13. NO CHANGE TO AT WILL STATUS. NOTHING CONTAINED IN THIS AGREEMENT
ALTERS THE AT WILL STATUS OF YOUR EMPLOYMENT WITH TELECT, INC.
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IN WITNESS WHEREOF, the parties hereby execute this Confidentiality and
Intellectual Property Agreement as of the date set forth next to the parties'
signatures.
TELECT: EMPLOYEE:
TELECT, INC. ----------------------------------------
By: Print name:
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Its: Date:
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Date: Address:
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