{"id":38807,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employee-non-competition-confidential-information-and-work.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employee-non-competition-confidential-information-and-work","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employee-non-competition-confidential-information-and-work.html","title":{"rendered":"Employee Non-Competition, Confidential Information and Work Product Agreement &#8211; Sohu.com Inc."},"content":{"rendered":"<pre>\n              EMPLOYEE NON-COMPETITION, CONFIDENTIAL INFORMATION\n                          AND WORK PRODUCT AGREEMENT\n\nIn consideration of my employment and the compensation paid to me by Sohu.com\nInc., a Delaware corporation, or a subsidiary or other affiliate thereof\n(Sohu.com Inc. or any such subsidiary or other affiliate referred to herein\nindividually and collectively as 'SOHU'), and for other good and valuable\nconsideration, the receipt and sufficiency of which are hereby acknowledged, I\nagree as follows:\n\nExclusive Services; Non-Competition:\n-----------------------------------\n\n(a)    I agree to perform diligently all tasks assigned to me in the course of\n       my employment, including, but not limited to, any seconding of my\n       services to Beijing Sohu Information Technology Co. Ltd. ('Beijing\n       Sohu'). I agree that during the period of my employment I shall devote my\n       full time, skill, energy and efforts to SOHU and shall not participate,\n       directly or indirectly, in any capacity, in any business or activity that\n       is in competition with SOHU.\n\n(b)    During my employment with SOHU and for a period of one year after the\n       termination of my employment with SOHU for any reason (but, in any event,\n       for a period of not less than two years from the date of this Agreement),\n       I shall not, on my own behalf, or as owner, manager, stockholder (other\n       than as stockholder of less than 2% of the outstanding stock of a company\n       that is publicly traded or listed on a stock exchange), consultant,\n       director, officer or employee of or in any other manner connected with\n       any business entity, participate or be involved in any business of the\n       type and character of business in which SOHU or Beijing Sohu engages or\n       proposes to engage without the prior written authorization of SOHU.\n\n(c)    During my employment with SOHU and for a period of one year after the\n       termination of my employment with SOHU for any reason, I shall not,\n       either on my account or for the account of any person other than Sohu:\n       (i) solicit, induce, attempt to hire, or hire any employee of SOHU or\n       Beijing Sohu (or any other person who may have been employed by SOHU or\n       Beijing Sohu during the term of my employment with SOHU); (ii) solicit\n       business or relationship in competition with Sohu from any of SOHU's or\n       Beijing Sohu's customers, suppliers or partners or any other entity with\n       which SOHU or Beijing Sohu does business; (iii) assist in such hiring or\n       solicitation by any other person or business entity or encourage any such\n       employee to terminate his or her employment with SOHU or Beijing Sohu; or\n       (iv) encourage any such customer, supplier or partner or any other entity\n       to terminate its relationship with SOHU or Beijing Sohu.\n\nConfidential Information: While employed by SOHU and thereafter, I shall not,\n------------------------\ndirectly or indirectly, use any Confidential Information (as hereinafter\ndefined) other than pursuant to my employment by and for the benefit of SOHU, or\ndisclose any such Confidential Information to anyone outside of SOHU whether by\nprivate communication, \n\n                                      -1-\n\n \npublic address, publication or otherwise or to anyone within SOHU who has not\nbeen authorized to receive such information, except as directed in writing by an\nauthorized representative of SOHU.\n\n'Confidential Information' means all trade secrets, proprietary information, and\nother data and information, in any form, belonging to SOHU, Beijing Sohu or any\nof their respective clients, customers, consultants, licensees or affiliates,\nthat is held in confidence by SOHU or Beijing Sohu. Confidential Information\nincludes, but is not limited to computer software, the structure of SOHU's\nonline directories and search engines, business plans and arrangements, customer\nlists, marketing materials, financial information, research, and any other\ninformation identified or treated as confidential by SOHU, Beijing Sohu or any\nof their respective clients, customer, consultants, licensees or affiliates.\nNotwithstanding the foregoing, Confidential Information does not include\ninformation which SOHU has voluntarily disclosed to the public without\nrestriction, or which is otherwise known to the public at large.\n\nRights in Work Product: I agree that all Work Product ( as hereinafter defined )\n----------------------\nshall be the sole property of SOHU. The term 'Work Product' as used throughout\nthis Agreement shall mean any and all discoveries, inventions, ideas, concepts,\nresearch, trademarks, service marks, slogans, logos and information, processes,\nproducts, techniques, methods and improvements or parts thereof conceived,\ndeveloped, or otherwise made by me alone or jointly with others during the\nperiod of my employment with SOHU or during the twelve-month period next\nsucceeding the termination of my employment with SOHU, and in any way relating\nto the present or proposed products, programs or services of SOHU or Beijing\nSohu, or to tasks assigned to me during the course of my employment, whether or\nnot patentable or subject to copyright or trademark protection, whether or not\nreduced to tangible form or reduced to practice, whether or not made during my\nregular working hours, whether or not made on SOHU premise. I agree that all\nWork Product shall constitute work made for hire with respect to any copyright,\npatents, trade secrets, trademarks and other proprietary rights I may have in\nany Work Product and, therefore, the property of SOHU. I agree to waive, and\nhereby waive and irrevocably assign to SOHU, all rights I may have in or to any\nWork Product and, to the extent that such rights may not be waived or assigned,\nI agree not to assert such rights against SOHU or its licensees, successors or\nassigns.\n\nEmployee's Obligation to Disclose Work Product: I agree to disclose all Work\n----------------------------------------------\nProduct to the appropriate individuals in SOHU as such Work Product is created\nin accordance with the requirements of my job and as directed by SOHU.\n\nEmployee's Prior Obligations: I hereby certify that, except as set forth in\n----------------------------\nExhibit A to this Agreement, I have no continuing obligation to any previous\nemployer or other person or entity which requires me not to disclose any\ninformation to SOHU.\n\nEmployee's Obligation to Cooperate: At any time during my employment with SOHU\n----------------------------------\nand thereafter upon the request or SOHU, I will execute all documents and\nperform all \n\n                                      -2-\n\n \nlawful acts that SOHU considers necessary or advisable to secure its\nrights hereunder and to carry out the intent of this Agreement. Without limiting\nthe generality of the foregoing, I agree to render to SOHU or its nominee all\nreasonable assistance as may be required:\n\n(a)   In the prosecution or applications for letters patent, foreign and\n      domestic, or re-issues, extensions and continuations thereof;\n\n(b)   In the prosecution or defense of interferences which may be declared\n      involving any of said applications or patents;\n\n(c)   In any administrative proceeding or litigation in which SOHU may be\n      involved relating to any Work Product; and\n\n(d)   In the execution of documents and the taking of all other lawful acts\n      which SOHU considers necessary or advisable in creating and protecting\n      its copyright, patent, trademark, trade secret and other proprietary\n      right in any Work Products.\n\nThe reasonable out-of-pocket expenses incurred by me in rendering such\nassistance at the request of SOHU will be reimbursed by SOHU. If I am no longer\nan employee of SOHU at the time I render assistance at the request of SOHU, SOHU\nwill pay me a reasonable fee for my time.\n\nTermination; Return of SOHU Property: Upon the termination of my employment with\n------------------------------------\nSOHU for any reason, or at any time upon SOHU's request, I will return to SOHU\nall Work Product and Confidential Information and notes, memoranda, records,\ncustomer lists, proposals, business plans and other documents, computer\nsoftware, materials, tools, equipment and other property in my possession or\nunder my control, relating to any work done for SOHU or Beijing Sohu, or\notherwise belonging to SOHU or Beijing Sohu, it being acknowledged that all such\nitems are the sole property of SOHU. Further, before obtaining my final\npaycheck, I agree to sign a certificate stating the following:\n\n                            'Termination Certificate\n\nThis is to certify that I do not have in my possession or custody, nor have I\nfailed to return, any Work Product or any notes, memoranda, records, customer\nlists, proposals, business plans or other documents or any computer software,\nmaterials, tools, equipment or other property (or copies of any of the\nforegoing) belonging to SOHU or Beijing Sohu.'\n\nGeneral Provisions:\n------------------\n\n(a)   This Agreement contains the entire agreement between me and SOHU with\n      respect to its subject matter, and may not be modified except by written\n      agreement signed by us.\n\n                                      -3-\n\n \n(b)   This Agreement shall by governed and construed and enforced in accordance\n      with, the laws of the State of Delaware without giving effect to its\n      conflicts of laws rules, and shall be deemed to be effective as of the\n      first day of my employment with SOHU.\n\n(c)   In the event that any provision of this Agreement shall be determined by\n      any court of competent jurisdiction to be unenforceable by reason of its\n      extending for too great a period of time or over too large a geographic\n      area or over too great a range of activities, it shall be interpreted to\n      extend only over the maximum period of time, geographic area or range of\n      activities as to which it may be enforceable.\n\n(d)   If, after application of paragraph (c) above, any provision of this\n      Agreement shall be determined to be invalid, illegal or otherwise\n      unenforceable by any court of competent jurisdiction, the validity,\n      legality and enforceability of the other provisions of this agreement\n      shall not be affected thereby. Any invalid, illegal or unenforceable\n      provision of this Agreement shall be severed, and after any such\n      severance, all other provisions hereof shall remain in full force and\n      effect.\n\n(e)   SOHU and I agree that either of us may overlook violations of any part of\n      this Agreement without waiving the right in the future to insist on\n      strict compliance with all or parts of this Agreement.\n\n(f)   My obligations under this Agreement shall survive the termination of my\n      employment with SOHU regardless of the manner of or reasons for such\n      termination, and regardless of whether such termination constitutes a\n      breach of any other agreement I may have with SOHU. My obligations under\n      this Agreement shall be binding upon my heirs, executors and\n      administrators, and the provisions of this Agreement shall inure to the\n      benefit of the successors and assigns of SOHU.\n\n(g)   I acknowledge and agree that violation of this Agreement by me would\n      cause irreparable harm to SOHU not adequately compensable by money\n      damages, and I therefore agree that, in addition to all other remedies\n      available to SOHU at law, in equity or otherwise, SOHU shall be entitled\n      to injunctive relief to prevent an actual or threatened violation of this\n      Agreement.\n\n(h)   I consent to jurisdiction and venue in any state or federal court in the\n      State of Delaware for the purposes of any action relation to or arising\n      out of this Agreement or any breach or alleged breach thereof, and to\n      service of process in any such action by certified or registered mail,\n      return receipt requested.\n\n                                      -4-\n\n \nIN WITNESS WHEREOF, the undersigned Employee and the Company have executed this\nAgreement.\n\n\nDate:\n\n\n\nSignature of Employee:                            Sohu.com Inc.\n\n\n___________________________                       By:   ________________________\n                                                        Name:\nPrinted name of employee:                               Title:\n\n\n----------------------------\n\n                                      -5-\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8856],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9549],"class_list":["post-38807","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sohucom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-compensation","corporate_contracts_types-compensation__noncompetition"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38807","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38807"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38807"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38807"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38807"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}