Proprietary Information and Invention Assignment Agreement - eGroups Inc.


                                  EGROUPS, INC.                           PROPRIETARY INFORMATION AND                         INVENTION ASSIGNMENT AGREEMENT        As a condition of my becoming employed (or my employment beingcontinued) by or retained as a consultant (or my consulting relationship beingcontinued eGroups, Inc., a Delaware corporation, with any of its current orfuture subsidiaries, affiliates, successors or assigns (collectively, the'Company', and in consideration of my employment or consulting relationship withthe Company and my receipt of the compensation now and hereafter paid to me bythe Company, I agree to the following:        1. EMPLOYMENT OR CONSULTING RELATIONSHIP. I understand and acknowledgethat this Agreement does not alter, amend or expand upon any rights I may haveto continue in the employ of, or in a consulting relationship with, or theduration of my employment or consulting relationship with, the Company under anyexisting agreements between the Company and me or under applicable law. Anyemployment or consulting relationship between the Company and me, whethercommenced prior to or upon the date of this Agreement, shall be referred toherein as the 'Relationship.'        2. AT-WILL EMPLOYMENT. I understand and acknowledge that my Relationshipwith the Company is and shall continue to be at-will, as defined underapplicable law, meaning that either I or the Company may terminate theRelationship at any time for any reason or no reason, without further obligationor liability.        3. PROPRIETARY INFORMATION.               (a) COMPANY INFORMATION. I agree at all times during the term ofmy Relationship with the Company and thereafter, to hold in strictestconfidence, and not to use, except for the benefit of the Company, or todisclose to any person, firm, corporation or other entity without writtenauthorization of the Board of Directors of the Company, any ProprietaryInformation of the Company which I obtain or create. I further agree not to makecopies of such Proprietary Information except as authorized by the Company. Iunderstand that 'Proprietary Information' means any Company proprietaryinformation, technical. data, trade secrets or know how, including, but notlimited to, research, product plans, products, services, suppliers, customerlists and customers (including, but not limited to, customers of the Company onwhom I called or with whom I became acquainted during the Relationship), pricesand costs, markets, software, developments, inventions, laboratory notebooks,processes, formulas, technology, designs, drawings, engineering, hardwareconfiguration information, marketing, licenses, finances, budgets or otherbusiness information disclosed to me by the Company either directly orindirectly in writing, orally or by drawings or observation of parts orequipment or created by me during the period of the Relationship, whether or notduring working hours. I understand that 'Proprietary Information' includes, butis not limited to, information pertaining to any aspects of the Company'sbusiness which is either information not known by actual or potentialcompetitors of the Company or is proprietary information of the Company or itscustomers or suppliers, whether of a technical nature or otherwise. I furtherunderstand that Proprietary Information does not include any of the foregoingitems which has become publicly and widely known and made generally availablethrough no wrongful act of mine or of others who were under confidentialityobligations as to the item or items involved.               (b) FORMER EMPLOYER INFORMATION. I represent that my performanceof all terms of this Agreement as an employee or consultant of the Company havenot breached and will not breach any agreement to keep in confidence proprietaryinformation, knowledge or data acquired by me in confidence or trust prior orsubsequent to the commencement of my Relationship with the Company, and I willnot disclose to the Company, or induce the Company to use, any inventions,confidential or proprietary information or material belonging to any previousemployer or any other party.               (c) THIRD PARTY INFORMATION. I recognize that the Company hasreceived and in the future will receive from third parties their confidential orproprietary information subject to a duty on the Company's part to maintain theconfidentiality of such information and to use it only for certain limitedpurposes. I agree to hold all such confidential or proprietary information inthe strictest confidence and not to disclose it to any person, firm orcorporation or to use it except as necessary in' carrying out my work for theCompany consistent with the Company's agreement with such third party.        4. INVENTIONS.               (a) INVENTIONS RETAINED AND LICENSED. I have attached hereto, asExhibit A a list describing with particularity all inventions, original works ofauthorship, developments, improvements, and trade secrets which were made by meprior to the commencement of the Relationship (collectively referred to as'Prior Inventions'),which belong solely to me or belong to me jointly with another, which relate inany way to any of the Company's proposed businesses, products or research anddevelopment, and which are not assigned to the Company hereunder; or, if no suchlist is attached, I represent that there are no such Prior Inventions. If, inthe course of my Relationship with the Company, I incorporate into a Companyproduct, process or machine a Prior Invention owned by me or in which I have aninterest, the Company is hereby granted and shall have a non-exclusive,royalty-free, irrevocable, perpetual, worldwide license (with the right tosublicense) to make, have made, copy, modify, make derivative works of, use,'sell and otherwise distribute such Prior Invention as part of or in connectionwith such product, process or machine.               (b) ASSIGNMENT OF INVENTIONS. I agree that I will promptly makefull written disclosure to the Company, will hold in trust for the sole rightand benefit of the Company, and hereby assign to the Company, or' its designee,all my right, title and interest throughout the world in and to any and allinventions, original works of authorship, developments, concepts, know-how,improvements or trade secrets, whether or not patentable or registrable undercopyright or similar laws, which I may solely or jointly conceive or develop orreduce to practice, or cause to be conceived or developed or reduced topractice, during the period of time in which I am employed by or a consultant ofthe Company (collectively referred to as 'Inventions'), except as provided inSection 4(e) below. I further acknowledge that all inventions, original works ofauthorship, developments, concepts, know-how, improvements or trade secretswhich are made by me (solely or jointly with others) within the scope of andduring the period of my Relationship with the Company are 'works made for hire'(to the greatest extent permitted by applicable law) and are compensated by mysalary (if I am an employee) or by such amounts paid to me under any applicableconsulting agreement or consulting arrangements (if I am a consultant), unlessregulated otherwise by the mandatory law of the state of California.               (c) MAINTENANCE OF RECORDS. I agree to keep and maintain adequateand current written records of. all Inventions made by me (solely or jointlywith others) during the term of my Relationship with the Company. The recordsmay be in the form of notes, sketches, drawings, flow charts, electronic data orrecordings, laboratory notebooks, and any other format. The records will beavailable to and remain the sole property of the Company at all times. I agreenot to remove such records from the Company's place of business except asexpressly permitted by Company policy which may, from time to time, be revisedat the sole election of the Company for the purpose of furthering the Company'sbusiness.               (d) PATENT AND COPYRIGHT RIGHTS. I agree to assist the Company,or its designee, at the Company's expense, in every proper way to secure theCompany's rights in the Inventions and any copyrights, patents, trademarks, maskwork rights, moral rights, or other intellectual property rights relatingthereto in any and all countries, including the disclosure to the Company of allpertinent information and data with respect thereto, the execution of allapplications, specifications, oaths, assignments, recordations, and all otherinstruments which the Company shall deem necessary in order to apply for,obtain, maintain and transfer such rights and in order to assign and convey tothe Company, its successors, assigns and nominees the sole and exclusive rights,title and interest in and to such Inventions, and any copyrights, patents, maskwork rights or other intellectual property rights relating thereto. I furtheragree that my obligation to execute or cause to be executed, when it is in mypower to do so, any such instrument or papers shall continue after thetermination of this Agreement until the expiration of the last such intellectualproperty right to expire in any country of the world. If the Company is unablebecause of my mental or physical incapacity or unavailability or for any otherreason to secure my signature to apply for or to pursue any application for anyUnited States or foreign patents or copyright registrations covering Inventionsor original works of authorship assigned to the Company as above, then I herebyirrevocably designate and appoint the Company and its duly authorized officersand agents as my agent and attorney in fact, to act for and in my behalf andstead to execute and file any such applications and to do all other lawfullypermitted acts to further the application for, prosecution, issuance,maintenance or transfer of letters patent or copyright registrations thereonwith the same legal force and effect as if originally executed by me. I herebywaive and irrevocably quitclaim to the Company any and all claims, of any naturewhatsoever, which I now or hereafter have for infringement of any and allproprietary rights assigned to the Company.               (e) EXCEPTION TO ASSIGNMENTS. I understand that the provisions ofthis Agreement requiring assignment of Inventions to the Company do not apply toany. invention which qualifies fully under the provisions of California LaborCode Section 2870 (attached hereto as Exhibit B). I will advise the Companypromptly in writing of any inventions that I believe meet such provisions andare not otherwise disclosed on Exhibit A.        5. RETURNING COMPANY DOCUMENTS. I agree that, at the time of terminationof my Relationship with the Company, I will deliver to the Company (and will notkeep in my possession, recreate or deliver to anyone else) any and all devices,records, data, notes, reports, proposals, lists, correspondence, specifications,drawings, blueprints, sketches, laboratory notebooks, materials, flow charts,equipment, other documents or property, or reproductions of any aforementioneditems developed by me pursuant to the Relationship or otherwise belonging to theCompany, its successors or assigns. I further agree that to any propertysituated on the Company's premises and owned by the Company, including disks andother storage media, filing cabinets or other work areas, is subject to
inspection by-Company personnel at any time with or without notice. In the eventof the termination of the Relationship, I agree to sign and deliver the'Termination Certification' attached hereto as Exhibit C.        6. NOTIFICATION TO OTHER PARTIES.               (a) EMPLOYEES. In the event that I leave the employ of theCompany, I hereby consent to notification by the Company to my new employerabout my rights and obligations under this Agreement.               (b) CONSULTANTS. I hereby grant consent to notification by theCompany to any other parties besides the Company with whom I maintain aconsulting relationship, including parties with whom such relationship commencesafter the effective date of this Agreement, about my rights and obligationsunder this Agreement.        7. SOLICITATION OF EMPLOYEES, CONSULTANTS AND OTHER PARTIES. I agreethat during the term of my Relationship with the Company, and for a period oftwenty-four (24) months immediately following the termination of my Relationshipwith the Company for any reason, whether with or without cause, I shall noteither directly or indirectly solicit, induce, recruit or encourage any of theCompany's employees or consultants to terminate their relationship with theCompany, or take away such employees or consultants, or attempt to solicit,induce, recruit, encourage or take away employees or consultants of the Company,either for myself or for any other person or entity. Further, for a period oftwenty-four (24) months following termination of my Relationship with theCompany for any reason, with or without cause, I shall not solicit any licensorto or customer of the Company or licensee of the Company's products, in eachcase, that are known to me, with respect to any business, products or servicesthat are competitive to the products or services offered by the Company or underdevelopment as of the date of termination of my Relationship with the Company.        8. REPRESENTATIONS AND COVENANTS.               (a) FACILITATION OF AGREEMENT. I agree to execute promptly anyproper oath or verify any proper document required to carry out the terms ofthis Agreement upon the Company's written request to do so.               (b) CONFLICTS. I represent that my performance of all the termsof this Agreement will not breach any agreement to keep in confidenceproprietary information acquired by me in confidence or in trust prior tocommencement of my Relationship with the Company. I have not entered into, and Iagree I will not enter into, any oral or written agreement in conflict with anyof the provisions of this Agreement.               (c) VOLUNTARY EXECUTION. I certify and acknowledge that I havecarefully read all of the provisions of this Agreement and that I understand andwill fully and faithfully comply with such provisions.        9. GENERAL PROVISIONS.               (a) GOVERNING LAW. The validity, interpretation, construction andperformance of this Agreement shall be governed by the laws of the State ofCalifornia, without giving effect to the principles of conflict of laws.               (b) ENTIRE AGREEMENT. This Agreement sets forth the entireagreement and understanding between the Company and me relating to the subjectmatter herein and merges all prior discussions between us. No modification oramendment 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. Anysubsequent change or changes in my duties, obligations, rights or compensationwill not affect the validity or scope of this Agreement.               (c) SEVERABILITY. If one or more of the provisions in thisAgreement are deemed void by law, then the remaining provisions will continue infall force and effect.               (d) SUCCESSORS AND ASSIGNS. This Agreement will be binding uponmy heirs, executors, administrators and other legal representatives and will befor the benefit of the Company, its successors, and its assigns.               (e) SURVIVAL. The provisions of this Agreement shall survive thetermination of the Relationship and the assignment of this Agreement by theCompany to any successor in interest or other assignee.               (f) ADVICE OF COUNSEL. I ACKNOWLEDGE THAT, IN EXECUTING THISAGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGALCOUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THISAGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OFTHE DRAFTING OR PREPARATION HEREOF.
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The parties have executed this Agreement on the respective dates set forthbelow:COMPANY:EGROUPS, INC.SignatureBy:Title:Address:350 Brannan StreetSan Francisco, CA 94107EMPLOYEE:________________, an Individual:SignatureNameDate:Address: