Employment, Confidential Information and Invention Assignment Agreement - Support.com Inc.


                                 SUPPORT.COM
                                 -----------

                  EMPLOYMENT, CONFIDENTIAL INFORMATION AND

                       INVENTION ASSIGNMENT AGREEMENT

     As a condition of my employment with Support.com, its subsidiaries,
affiliates, successors or assigns (together the "Company"), and in consideration
of my employment with the Company and my receipt of the compensation now and
hereafter paid to me by Company, I agree to the following:

     1.  At-Will Employment.   I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT
         ------------------                                                   
WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL"
EMPLOYMENT.  I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED
AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION
EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE.

     2.  Confidential information.
         ------------------------ 

         (a)   Company Information.  I agree at all times during the term of my
               -------------------                                             
employment and thereafter, to hold in strictest confidence, and not to use,
except for the benefit of the Company, or to disclose to any person, firm or
corporation without written authorization of the Board of Directors of the
Company, any Confidential Information of the Company.  I understand that
"Confidential Information" means any Company proprietary information, technical
data, trade secrets or know-how, including, but not limited to, research,
product plans, products, services, customer lists and customers (including, but
not limited to, customers of the Company on whom I called or with whom I became
acquainted during the term of my employment), markets, software, developments,
inventions, processes, formulas, technology, designs, drawings, engineering,
hardware configuration information, marketing, finances or other business
information disclosed to me by the Company either directly or indirectly in
writing, orally or by drawings or observation of parts or equipment.  I further
understand that Confidential Information does not include any of the foregoing
items which has become publicly known and made generally available through no
wrongful act of mine or others who were under confidentiality obligations as to
the item or items involved.

         (b)   Former Employment Information.  I agree that I will not, during
               ------------------------------                                 
my employment with the Company, improperly use or disclose any proprietary
information or trade secrets of any former or concurrent employer or other
person or entity and that I will not bring onto the premises of the Company any
unpublished document or proprietary information belonging to any such employer,
person or entity unless consented to in writing by such employer, person or
entity.

         (c)   Third Party Information.  I recognize that the Company has
               ------------------------                                  
received and in the future will receive from third parties their confidential or
proprietary information subject to a duty on the Company's part to maintain the
confidentiality of such information and to use it only for certain limited
purposes.  I agree to hold all such confidential or proprietary 

 
information in the strictest confidence and not to disclose it to any person,
firm or corporation or to use it except as necessary in carrying out my work
for the Company consistent with the Company's agreement with such third party.

     3.  Inventions.
         -----------

         (a)   Inventions Retained and Licensed.  I have attached hereto, as
               ---------------------------------                            
Exhibit A, a list describing all inventions, original works of authorship,
---------                                                                 
developments, improvements, and trade secrets which were made by me prior to my
employment with the Company (collectively referred to as "Prior Inventions"),
which belong to me, which relate to the Company's proposed business, products or
research and development, and which are not assigned to the Company hereunder;
or, if no such list is attached, I represent that there are no such Prior
Inventions.  If in the course of my employment with the Company, I incorporate
into a Company product, process or machine a Prior Invention owned by me or in
which I have an interest, the Company is hereby granted and shall have a
nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make,
have made, modify, use and sell such Prior Invention as part of or in connection
with such product, process or machine.

         (b)   Assignment of Inventions.  I agree that I will promptly make full
               -------------------------                                        
written disclosure to the Company, will hold in trust for the sole right and
benefit of the Company, and hereby assign to the Company, or its designee, all
my right, title, and interest in and to any and all inventions, original works
of authorship, developments, concepts, improvements or trade secrets, whether or
not patentable or registrable under copyright or similar laws, which I may
solely or jointly conceive or develop or reduce to practice, or cause to be
conceived or developed or reduced to practice, during the period of time I am in
the employ of the Company (collectively referred to as "Inventions"), except as
provided in Section 3(f) below.  I further acknowledge that all original works
of authorship which are made by me (solely or jointly with others) within the
scope of and during the period of my employment with the Company and which are
protectible by copyright are "works made for hire," as that term is defined in
the United States Copyright Act.

         (c)   Inventions Assigned to the United States.  I agree to assign to
               -----------------------------------------                      
the United States government all my right, title, and interest in and to any and
all Inventions whenever such full title is required to be in the United States
by a contract between the Company and the United States or any of its agencies.

         (d)   Maintenance of Records.  I agree to keep and maintain adequate
               -----------------------                                       
and current written records of all Inventions made by me (solely or jointly with
others) during the term of my employment with the Company.  The records will be
in the form of notes, sketches, drawings, and any other format that may be
specified by the Company.  The records will be available to and remain the sole
property of the Company at all times.

         (e)   Patent and Copyright Registrations.  I agree to assist the
               -----------------------------------                       
Company, or its designee, at the Company's expense, in every proper way to
secure the Company's rights in the Inventions and any copyrights, patents, mask
work rights or other intellectual property rights relating thereto in any and
all countries, including the disclosure of the Company of all pertinent

 
information and data with respect thereto, the execution of all applications,
specifications, oaths, assignments and all other instruments which the Company
shall deem necessary in order to apply for and obtain such rights and in order
to assign and convey to the Company, its successors, assigns, and nominees the
sole and exclusive rights, title and interest in and to such Inventions, and any
copyrights, patents, mask work rights or other intellectual property rights
relating thereto. I further agree that my obligation to execute or cause to be
executed, when it is in my power to do so, any such instrument or papers shall
continue after the termination of this Agreement.  If the Company is unable
because of my mental or physical incapacity or for any other reason to secure my
signature to apply for or to pursue any application of any United States or
foreign patents or copyright registrations covering Inventions or original works
of authorship assigned to the Company as above, then I hereby irrevocably
designate and appoint the Company and its duly authorized officers and agents as
my agent and attorney in fact, to act for and in my behalf and stead to execute
and file any such applications and to do all other lawfully permitted acts to
further the prosecution and issuance of letters patent or copyright
registrations thereon with the same legal force and effect as if executed by me.

         (f)   Exception to Assignments.  I understand that the provision of
               -------------------------                                    
this Agreement requiring assignment of Inventions to the Company do not apply to
any invention which qualifies fully under the provisions of California Labor
Code Section 2870 (attached hereto as Exhibit B).  I will advise the Company
                                      ---------                             
promptly in writing of any inventions that I believe meet the criteria in
California Labor Code Section 2870 and not otherwise disclosed on Exhibit A.
                                                                  --------- 

     4.  Conflicting Employment.   I agree that, during the term of my
         -----------------------                                      
employment with the Company, I will not engage in any other employment,
occupation, consulting or other business activity directly related to the
business in which the Company is now involved or becomes involved during the
term of my employment.

     5.  Returning Company Documents.   I agree that, at the time of leaving the
         ----------------------------                                           
employ of the Company, I will deliver to the Company (and will not keep in my
possession, recreate or deliver to anyone else) any and all devices, records,
data, notes, reports, proposals, lists, correspondence, specifications,
drawings, blueprints, sketches, materials, equipment, other documents or
property, or reproductions of any aforementioned items developed by me pursuant
to my employment with the Company or otherwise belonging to the Company, its
successors or assigns.  In the event of the termination of my employment, I
agree to sign and deliver the "Termination Certification" attached hereto as
Exhibit C.
----------

     6.  Notification of New Employer.   In the event that I leave the employ of
         -----------------------------                                          
the Company, I hereby grant consent to notification by the Company to my new
employer about my rights and obligations under this Agreement.

     7.  Solicitation of Employees.   I agree that for a period of twelve (12)
         --------------------------                                           
months immediately following the termination of my relationship with the Company
for any reason, whether with or without cause, I shall not either directly or
indirectly solicit, induce, recruit or encourage any of the Company's employees
to leave their employment, or take away such

 
employees, or attempt to solicit, induce, recruit, encourage or take away
employees of the Company, either for myself or for any other person or entity.

     8.  Conflict of Interest Guidelines.   I agree to diligently adhere to the
         --------------------------------                                      
Conflict of Interest Guidelines attached as Exhibit D hereto.
                                            ---------        

     9.  Representations.  I agree to execute any proper oath or verify any
         ----------------                                                  
proper document required to carry out the terms of this Agreement.  I represent
that my performance of all the terms of this Agreement will not breach any
agreement to keep in confidence proprietary information acquired by me in
confidence or in trust prior to my employment by the Company.  I have not
entered into, and I agree I will not enter into, any oral or written agreement
in conflict herewith.

     10.  Arbitration and Equitable Relief.
          ---------------------------------

          (a)  Arbitration.  EXCEPT AS PROVIDED IN SECTION 10(b) BELOW, I AGREE
               ------------                                                    
THAT ANY DISPUTE OR CONTROVERSY ARISING OUT OF, RELATING TO, OR CONCERNING ANY
INTERPRETATION, CONSTRUCTION, PERFORMANCE OR BREACH OF THIS AGREEMENT, SHALL BE
SETTLED BY ARBITRATION TO BE HELD IN SAN MATEO COUNTY, CALIFORNIA, IN ACCORDANCE
WITH THE RULES THEN IN EFFECT OF THE AMERICAN ARBITRATION ASSOCIATION.  THE
ARBITRATOR MAY GRANT INJUNCTIONS OR OTHER RELIEF IN SUCH DISPUTE OR CONTROVERSY.
THE DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE AND BINDING ON THE
PARTIES TO THE ARBITRATION.  JUDGMENT MAY BE ENTERED ON THE ARBITRATOR'S
DECISION IN ANY COURT HAVING JURISDICTION.  THE COMPANY AND I SHALL EACH PAY
ONE-HALF OF THE COSTS AND EXPENSES OF SUCH ARBITRATION, AND EACH OF US SHALL
SEPARATELY PAY OUR COUNSEL FEES AND EXPENSES.

     THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EMPLOYEE'S RIGHT TO A JURY
TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF
THE EMPLOYER/EMPLOYEE RELATIONSHIP (EXCEPT AS PROVIDED IN SECTION 10(b) BELOW),
INCLUDING, BUT NOT LIMITED TO, THE FOLLOWING CLAIMS:

          i.  ANY AND ALL CLAIMS FOR WRONGFUL DISCHARGE OF EMPLOYMENT; BREACH OF
CONTRACT, BOTH EXPRESS AND IMPLIED; BREACH OF THE COVENANT OF GOOD FAITH AND
FAIR DEALING, BOTH EXPRESS AND IMPLIED; NEGLIGENT OR INTENTIONAL INFLICTION OF
EMOTIONAL DISTRESS; NEGLIGENT OR INTENTIONAL MISREPRESENTATION; NEGLIGENT OR
INTENTIONAL INTERFERENCE WITH CONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE; AND
DEFAMATION;

          ii.  ANY AND ALL CLAIMS FOR VIOLATION OF ANY FEDERAL, STATE OR
MUNICIPAL STATUTE, INCLUDING, BUT NOT LIMITED TO, TITLE VII OF THE CIVIL RIGHTS
ACT OF 1964, THE CIVIL RIGHTS ACT OF 1991, THE AGE 

 
DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE AMERICANS WITH DISABILITIES ACT
OF 1990, THE FAIR LABOR STANDARDS ACT, THE CALIFORNIA FAIR EMPLOYMENT AND
HOUSING ACT, AND LABOR CODE SECTION 201, et seq.;

          iii.  ANY AND ALL CLAIMS ARISING OUT OF ANY OTHER LAWS AND REGULATIONS
RELATING TO EMPLOYMENT OR EMPLOYMENT DISCRIMINATION.

          (b)  Equitable Remedies.  I AGREE THAT IT WOULD BE IMPOSSIBLE OR
               -------------------                                        
INADEQUATE TO MEASURE AND CALCULATE THE COMPANY'S DAMAGES FROM ANY BREACH OF THE
COVENANTS SET FORTH IN SECTIONS 2, 3, AND 5 HEREIN.  ACCORDINGLY, I AGREE THAT
IF I BREACH ANY OF SUCH SECTIONS, THE COMPANY WILL HAVE AVAILABLE, IN ADDITION
TO ANY OTHER RIGHT OR REMEDY AVAILABLE, THE RIGHT TO OBTAIN AN INJUNCTION FROM A
COURT OF COMPETENT JURISDICTION RESTRAINING SUCH BREACH OR THREATENED BREACH AND
TO SPECIFIC PERFORMANCE OF ANY SUCH PROVISION OF THIS AGREEMENT.  I FURTHER
AGREE THAT NO BOND OR OTHER SECURITY SHALL BE REQUIRED IN OBTAINING SUCH
EQUITABLE RELIEF AND I HEREBY CONSENT TO THE ISSUANCE OF SUCH INJUNCTION AND TO
THE ORDERING OF SPECIFIC PERFORMANCE.

          (c)  Consideration.  I UNDERSTAND THAT EACH PARTY'S PROMISE TO RESOLVE
               --------------                                                   
CLAIMS BY ARBITRATION IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT,
RATHER THAN THROUGH THE COURTS, IS CONSIDERATION FOR OTHER PARTY'S LIKE PROMISE.
I FURTHER UNDERSTAND THAT I AM OFFERED EMPLOYMENT IN CONSIDERATION OF MY PROMISE
TO ARBITRATE CLAIMS.

     11.  General Provisions.
          -------------------

          (a)  Governing Law; Consent to Personal Jurisdiction.  This Agreement
               ------------------------------------------------                
will be governed by the laws of the State of California.  I hereby expressly
consent to the personal jurisdiction of the state and federal courts located in
California for any lawsuit filed there against me by the Company arising from or
relating to this Agreement.

          (b)  Entire Agreement.  This Agreement sets forth the entire agreement
               -----------------                                                
and understanding between the Company and me relating to the subject matter
herein and merges all prior discussions between us.  No modification of or
amendment to this Agreement, nor any waiver of any rights under this agreement,
will be effective unless in writing signed by the party to be charged.  Any
subsequent change or changes in duties, salary or compensation will not affect
the validity or scope of this Agreement.

          (c)  Severability.  If one more of the provisions in this Agreement
               -------------                                                 
are deemed void by law, then the remaining provisions will continue in full
force and effect.

          (d)  Successors and Assigns.  This Agreement will be binding upon my
               -----------------------                                        
heirs, 

 
executors, administrators and other legal representatives and will be for the
benefit of the Company, its successors, and its assigns.


Date:
     ----------------------             --------------------------------------
                                        Signature

                                        -------------------------------------- 
                                        Name of Employee (typed or printed)

 

---------------------------
Witness

 
                                  EXHIBIT A
                                  ---------

                          LIST OF PRIOR INVENTIONS
                      AND ORIGINAL WORKS OF AUTHORSHIP

                                            Identifying                 
Title                   Date            or Brief Description            Number
-------------------------------------------------------------------------------



_______  No inventions or improvements

_______  Additional Sheets Attached



Signature of Employee:
                      -------------------

Print Name of Employee:
                      -------------------

Date:
     ------------------------------------

 
                                  EXHIBIT B
                                  ---------

                     CALIFORNIA LABOR CODE SECTION 2870
                           EMPLOYMENT AGREEMENTS;
                            ASSIGNMENT OF RIGHTS

                                        

     "(a)  Any provision in an employment agreement which provides that an
           employee shall assign, or offer to assign, any of his or her rights
           in an invention to his or her employer shall not apply to an
           invention that the employee developed entirely on his or her own
           time without using the employer's equipment, supplies, facilities,
           or trade secret information except for those inventions that
           either:

           (1)  Relate at the time of conception or reduction to practice of
                the invention to the employer's business, or actual or
                demonstrably anticipated research or development of the
                employer.

           (2)  Result from any work performed by the employee for the
                employer.

      (b)  To the extent a provision in an employment agreement purports to
           require an employee to assign an invention otherwise excluded from
           being required to be assigned under subdivision (a), the provision
           is against the public policy of this state and is unenforceable."

 
                                  EXHIBIT C
                                  ---------

                                 SUPPORT.COM
                                 -----------

                          TERMINATION CERTIFICATION

                                        

          This is to certify that I do not have in my possession, nor have I
failed to return, any devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, drawings, blueprints, sketches, materials,
equipment, other documents or property, or reproductions of any aforementioned
items belonging to Support.com, its subsidiaries, affiliates, successors or
assigns (together, the "Company").

          I further certify that I have complied with the terms of the Company's
Employment Confidential Information and Invention Assignment Agreement signed by
me, including the reporting of any inventions and original works of authorship
(as defined therein), conceived or made by me (solely or jointly with others)
covered by that agreement.

          I further agree that, in compliance with the Employment, Confidential
Information and Invention Assignment Agreement, I will preserve as confidential
all trade secrets, confidential knowledge, data or other proprietary information
relating to products, processes, know-how, designs, formulas, developmental or
experimental work, computer programs, data bases, other original works of
authorship, customer lists, business plans, financial information or other
subject matter pertaining to any business of the Company or any of its
employees, clients, consultants or licensees.

          I further agree that for twelve (12) months from this date, I will
not, directly or indirectly, solicit, induce, recruit or encourage any of the
Company's employees to leave their employment.

Date:
     ------------------------------

 

                                        ----------------------------------
                                        (Employee's Signature)

 
                                        ----------------------------------
                                        (Type/Print Employee's Name)

 
                                  EXHIBIT D
                                  ---------

                                 SUPPORT.COM
                                 -----------

                       CONFLICT OF INTEREST GUIDELINES

                                        

        It is the policy of Support.com to conduct its affairs in strict
compliance with the letter and spirit of the law and to adhere to the highest
principles of business ethics.  Accordingly, all officers, employees and
independent contractors must avoid activities which are in conflict, or give the
appearance of being in conflict, with these principles and with the interest of
the Company.  The following are potentially compromising situations which must
be avoided.  Any exceptions must be reported to the President and written
approval for continuation must be obtained.

        1.  Revealing confidential information to outsiders or misusing
            confidential information. Unauthorized divulging of information is
            a violation of this policy whether or not for personal gain and
            whether or not harm to the Company is intended (The Employment,
            Confidential Information and Invention Assignment Agreement
            elaborates on this principle and is a binding agreement.)

        2.  Accepting or offering substantial gifts, excessive entertainment,
            favors or payments which may be deemed to constitute undue
            influence or otherwise be improper or embarrassing to the Company.

        3.  Participating in civic or professional organizations that might
            involve divulging confidential information of the Company.

        4.  Initiating or approving personal actions affecting reward or
            punishment of employees or applicants where there is a family
            relationship or is or appears to be a personal or social
            involvement.

        5.  Initiating or approving any form of personal or social harassment
            of employees.

        6.  Investing or holding outside directorships in any competing
            companies, including financial speculations, where such investment
            or directorship might influence in any manner a decision or course
            of action of the Company.

        7.  Borrowing from or lending to employees, customers, or suppliers.

        8.  Acquiring real estate of interest to the Company.

        9.  Improperly using or disclosing to the Company any proprietary
            information or trade secrets of any former or concurrent employer
            or other person or entity with whom obligations of confidentiality
            exist.

 
       10.  Unlawfully discussing prices, costs, customers, sales or markets
            with competing companies or their employees.

       11.  Making any unlawful agreement with distributors with respect to
            prices.

       12.  Improperly using or authorizing the use of any inventions which
            are the subject of patent claims of any other person or entity.

       Each officer, employee and independent contractor must take every
necessary action to ensure compliance with these guidelines and to bring
problem areas to the attention of higher management for review. Violations of
this conflict of interest policy may result in discharge without warning.