{"id":39398,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-netpartners-inc-and-john-b-carrington.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-netpartners-inc-and-john-b-carrington","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-netpartners-inc-and-john-b-carrington.html","title":{"rendered":"Employment Agreement &#8211; Netpartners Inc. and John B. Carrington"},"content":{"rendered":"<pre>\n\n                              EMPLOYMENT AGREEMENT\n\n                                 BY AND BETWEEN\n\n                                NETPARTNER, INC.\n\n                                       AND\n\n                               JOHN B. CARRINGTON\n\n\n\n\n\n\n\n                                TABLE OF CONTENTS\n\n\n\n\n\n                                                                                           PAGE\n                                                                                           ----\n                                                                                      \n1.      EMPLOYMENT...........................................................................1\n\n2.      LOYAL AND CONSCIENTIOUS PERFORMANCE; NONCOMPETITION..................................2\n\n3.      COMPENSATION OF EXECUTIVE............................................................2\n\n4.      TERM.................................................................................4\n\n5.      CHOICE OF LAW........................................................................7\n\n6.      AMENDMENT AND WAIVER.................................................................8\n\n7.      CONFIDENTIAL AND PROPRIETARY INFORMATION;\n        NONSOLICITATION......................................................................8\n\n8.      ASSIGNMENT AND BINDING EFFECT........................................................9\n\n9.      NOTICES..............................................................................9\n\n10.     CHOICE OF LAW........................................................................9\n\n11.     INTEGRATION..........................................................................9\n\n12.     AMENDMENT...........................................................................10\n\n13.     WAIVER..............................................................................10\n\n14.     SEVERABILITY........................................................................10\n\n15.     INTERPRETATION; CONSTRUCTION........................................................10\n\n16.     REPRESENTATIONS AND WARRANTIES......................................................10\n\n17.     LITIGATION COSTS....................................................................10\n\n18.     TRADE SECRETS OF OTHERS..............................................................1\n\n\n\n                                       i.\n\n\n\n\n                              EMPLOYMENT AGREEMENT\n\n\n        This EMPLOYMENT AGREEMENT (the \"Agreement\") is made and entered into as\nof May 10, 1999 (the \"Hire Date\") by and between NETPARTNERS, INC. (the\n\"Company\"), a Delaware corporation, and JOHN B. CARRINGTON (\"Executive\"). The\nCompany and Executive are hereinafter collectively referred to as the \"Parties,\"\nand individually referred to as a \"Party.\"\n\n                                    RECITALS\n\n        A. The Company desires assurance of the association and services of\nExecutive in order to retain Executive's experience, skills, abilities,\nbackground and knowledge, and is willing to engage Executive's services on the\nterms and conditions set forth in this Agreement.\n\n        B. Executive desires to be in the employ of the Company, and is willing\nto accept such employment on the terms and conditions set forth in this\nAgreement.\n\n                                    AGREEMENT\n\n        In consideration of the foregoing Recitals and the mutual promises and\ncovenants herein contained, and for other good and valuable consideration, the\nParties, intending to be legally bound, agree as follows:\n\n1. EMPLOYMENT.\n\n        1.1 The Company hereby employs Executive, and Executive hereby accepts\nemployment by the Company, upon the terms and conditions set forth in this\nAgreement, for the period commencing on the Hire Date and ending as provided in\nparagraph 4 hereof (the \"Employment Period\").\n\n        1.2 Executive shall serve as President, Chief Executive Officer (\"CEO\")\nand a director on the Company's Board of Directors (the \"Board\") Executive shall\nreport to the Board.\n\n        1.3 Executive shall do and perform all services, acts or things\nnecessary or advisable to manage and conduct the business of the Company and\nwhich are normally associated with the position of President and CEO consistent\nwith the bylaws of the Company and as required by the Company's Board.\n\n        1.4 Unless the Parties otherwise agree in writing, during the term of\nthis Agreement, Executive shall perform the services he is required to perform\npursuant to this Agreement at the Company's offices, located in San Diego,\nCalifornia, or at any other place at which the Company maintains an office;\nprovided, however, that the Company may from time to time require Executive to\ntravel temporarily to other locations in connection with the Company's business.\n\n\n\n                                       1.\n\n\n2. LOYAL AND CONSCIENTIOUS PERFORMANCE; NONCOMPETITION.\n\n        2.1 During the Employment Period, Executive shall devote his full\nbusiness energies, interest, abilities and productive time to the proper and\nefficient performance of his duties under this Agreement. The foregoing shall\nnot preclude Executive from engaging in civic, charitable or religious\nactivities, or from serving on boards of directors of companies or organizations\nwhich will not present any direct conflict with the interest of the Company or\naffect the performance of Executive's duties hereunder. The Company acknowledges\nthat, at this time the Executive is on the Board of Directors of SalesLogix in\nPhoenix, Arizona and Digital Lava in Los Angeles, California.\n\n        2.2 Except with the prior written consent of the Company's Board,\nExecutive will not, during the Employment Period, or any period during which\nExecutive is receiving compensation or any other consideration from the Company,\nincluding severance pay pursuant to Section 4 herein, engage in competition with\nthe Company, either directly or indirectly, in any manner or capacity, as\nadviser, principal, agent, partner, officer, director, employee, member of any\nassociation or otherwise, in any phase of the business of developing,\nmanufacturing and marketing of products which are in the same field of use or\nwhich otherwise compete with the products or products actively under development\nby the Company.\n\n        2.3 Except as permitted herein, Executive agrees not to acquire, assume\nor participate in, directly or indirectly, any position, investment or interest\nknown by him to be adverse or antagonistic to the Company, its business or\nprospects, financial or otherwise. Ownership by Executive, as a passive\ninvestment, of less than five percent (5%) of the outstanding shares of capital\nstock of any corporation with one or more classes of its capital stock listed on\na national securities exchange or publicly traded in the over-the-counter market\nshall not constitute a breach of this paragraph.\n\n3. COMPENSATION OF EXECUTIVE.\n\n        3.1 The Company shall pay Executive an initial base salary of Two\nHundred Thousand and Four Dollars ($200,004.00) per year (the \"Base Salary\"),\npayable in regular periodic payments in accordance with Company policy. Such\nsalary shall be prorated for any partial year of employment on the basis of a\n365 day fiscal year.\n\n        3.2 Executive's compensation may be changed from time to time by mutual\nagreement of Executive and the Board. Executive's Base Salary shall be reviewed\nannually by the Board and increased (but not decreased) based upon Executive's\nperformance in the sole discretion of the Board.\n\n        3.3 All of Executive's compensation shall be subject to customary\nwithholding taxes and any other employment taxes as are commonly required to be\ncollected or withheld by the Company.\n\n\n\n                                       2.\n\n\n\n        3.4 During the Employment Period, the Company agrees to reimburse\nExecutive for all reasonable and necessary business expenses subject to the\nCompany's standard requirements with respect to reporting and documentation of\nsuch expenses.\n\n        3.5 Executive shall, in accordance with Company policy and the terms of\nthe applicable plan documents, be eligible to participate in benefits under any\nExecutive benefit plan or arrangement which may be in effect from time to time\nand made available to its executive or key management employees. The Company may\nmodify or cancel its benefit plan(s) as it deems necessary.\n\n        3.6 Executive shall be eligible for a performance bonus in 1999 to be\nawarded by the Board based upon Executive's attainment of certain sales goals.\nIf the Company's sales for the period of May through December, 1999, are between\nEight Million Six Hundred Thousand Dollars ($8,600,000.00) and Ten Million Seven\nHundred Thousand Dollars ($10,700,000.00), Executive shall earn a bonus equal to\nthe formula of Actual $ Sales \/ $10,700,000. x $50,000.00. As a stretch bonus,\nif the Company's sales for the period of May through December, 1999, are between\nTen Million Seven Hundred Thousand Dollars ($10,700,000.00) and Thirteen Million\nDollars ($13,000,000.00), Executive will earn an additional bonus equal to the\nformula of Actual $ Sales \/ $13,000,000.00 x $50,000.00 In the event Executive\nattains sales goals in excess of Thirteen Million Dollars ($13,000,000.00), his\ntotal bonus paid shall be limited to One Hundred Thousand Dollars ($100,000.00)\nin 1999. If Executive earns a bonus, hereunder, it shall be paid within sixty\n(60) days of December 31, 1999. For each year following 1999, Executive shall be\neligible for an annual bonus which shall be awarded at the sole discretion of\nthe Board pursuant to the terms of any bonus formula or plan which the Board may\napprove in the future.\n\n        3.7 (a) Subject to the Board's approval, Executive will be granted a\nnon-statutory stock option to purchase nine hundred seventy-five thousand\n(975,000) shares of the common stock of the Company, contingent on Executive\naccepting employment with the Company and effective upon Executive's Hire Date\nand subject to the terms and conditions of the 1998 Equity Incentive Plan\n(\"Option 1\"). One-fourth (1\/4) of the shares subject to Option 1 shall vest and\nbe immediately exercisable on the flat anniversary of the Hire Date following\ntwelve (12) continuous months of service with the Company, with an additional\none forty-eighth (1\/48th) of the shares subject to Option 1 vesting monthly\nthereafter, provided that Executive remains employed with the Company through\neach vesting installment date. The exercise price of Option 1 shall be fifty\n(.50) cents per share. Notwithstanding the foregoing, Option 1 shall be fully\nexercisable and shall vest in full upon a Change in Control (as defined below).\n\n             (b) Subject to the Board's approval, Executive will also be\ngranted a non-statutory stock option to purchase 325,000 shares of the Company's\ncommon stock, contingent upon Executive accepting employment with the Company\nand effective upon Executive's Hire Date, and subject to the terms and\nconditions of the 1998 Equity Incentive Plan (\"Option 2\"). Option 2 will be\nimmediately exercisable; provided, however, that the Company shall have the\nright to repurchase all unvested shares at the original purchase price of the\nshares. The right of repurchase in favor of the Company shall lapse monthly\n(27,083 shares per month) so that on the first anniversary of the date of grant\nthe right of repurchase in favor of the Company shall have\n\n\n\n                                       3.\n\n\nlapsed in fall. Such right of repurchase shall be subject to the terms and\nconditions of subsection 6(i) of the 1998 Equity Incentive Plan. The exercise\nprice of Option 2 shall be fifty (.50) cents per share. Notwithstanding the\nforegoing, Option 2 shall be fully exercisable and shall vest in full upon a\nChange in Control (as defined below).\n\n            (c) If the outstanding shares of the Company's common stock are\nincreased, decreased, changed into or exchanged for a different number or kind\nof shares for the Company through a reorganization or recapitalization, stock\ndividend, stock split or reverse stock split, or other similar transaction, then\nappropriate and proportional adjustment shall be made in the number and kind of\nsecurities receivable upon the exercise of the Options and the exercise price\nper share to prevent the dilution or enlargement of Executive's rights under the\nOptions; provided, however, the aggregate exercise price applicable to the\nOptions shall remain the same.\n\n            (d) Upon any acquisition of the Company (through acquisition of\nshares, merger, sale of assets or otherwise) in which shares of the Company's\ncommon stock are converted into or exchanged for shares of another corporation,\nprovision shall be made by the Company for the assumption of the Options by such\nother corporation and the Options shall be appropriately adjusted to apply and\npertain to the number and class of securities which would have been issued to\nExecutive upon consummation of such acquisition had the Options been exercised\nimmediately prior thereto. Appropriate adjustments shall also be made to the\nexercise price applicable to the Options shall remain the same; provided, that\nin the event any surviving corporation or acquiring corporation refuses to\nassume such Options or to substitute similar stock awards for such Options, the\nvesting of such Options (and, if applicable, the time during which such Options\nmay be exercised) shall be accelerated prior to such event and the Options\nterminated if not exercised after such acceleration and at or prior to such\nevent.\n\n4. TERM.\n\n            (a) The Employment Period shall end on the second anniversary of the\nHire Date; provided, that the Employment Period terminate earlier as provided in\nthis Section 4. The two (2) year Employment Period shall be extended at the end\nof each year during the Employment Period for an additional one (1) year period\nunless the Company notifies Executive in writing by April 30 of any year of the\nCompany's election not to extend the Employment Period. Notwithstanding the\nforegoing, (i) the Employment Period shall terminate upon Executive's\nresignation, death or permanent Disability (as defined in Section 4(k)); (ii)\nthe Employment Period may be terminated by Executive at any time if the Company\nfails to comply with any material provision of this Agreement, which failure has\nnot been cured within ten (10) business days after notice of such noncompliance\nhas been given by the Executive to the Company; (iii) the Employment Period may\nbe terminated for Good Reason by Executive at any time during the period two (2)\nyears after the date of a Change in Control (as defined below); (iv) the\nEmployment Period may be terminated without Cause by the Company upon thirty\n(30) days prior written notice to Executive; and (v) the Employment Period may\nbe terminated by the Company at any time for Cause.\n\n\n\n                                       4.\n\n\n\n            (b) If the Employment Period is terminated by the Company for Cause\nor by Executive's resignation, Executive shall be entitled to receive all\namounts due to him through the date of termination, including any Bonus earned.\n\n            (c) If the Employment Period is terminated as a result of\nExecutive's death or permanent Disability, the Company shall pay any amounts due\nto Executive through the date of termination and a pro-rated Bonus in an amount\nequal to the Bonus which would have otherwise been payable to Executive pursuant\nto paragraph 3.6, if any, with respect to the fiscal year in which such\ntermination occurs.\n\n            (d) If the Employment Period is terminated by the Company pursuant\nto paragraph 4(a)(iv) or by Executive pursuant to paragraphs 4(a)(ii) above\nthen, upon Executive's furnishing to the Company an executed waiver and release\nof claims (a form of which is attached hereto as Exhibit A), Executive shall be\nentitled to receive (i) a lump sum payment equal to 50% of his current Base\nSalary in effect as of the date of termination, subject to standard deductions\nand withholdings payable within ten (10) days after the date of termination,\n(ii) a Bonus equal to 50% of the average of the annual Bonuses earned by\nExecutive during the Employment Period subject to standard deductions and\nwithholdings. Executive shall also be eligible to receive continued medical\nbenefits to the extent permitted under COBRA for a period of six (6) months from\nthe date of termination.\n\n            (e) If, within two (2) years after a Change in Control, the\nEmployment Period is terminated by the Company other than for Cause, or if\nExecutive terminates the Employment Period for Good Reason (as hereinafter\ndefined), then upon Executive's furnishing to the Company an executed waiver and\nrelease of claims (a form of which is attached hereto as Exhibit A), Executive\nshall be entitled to the following: (i) Executive's Base Salary and accrued and\nunused vacation earned through the date of termination; (ii) a lump sum payment\nequal to one and one-half times the sum of Executive's current Base Salary in\neffect as of the date of termination, subject to standard deductions and\nwithholdings, to be paid within (10) days after the date of termination; (iii) a\nlump sum payment equal to one and one-half times the average of the Bonuses\nearned by Executive during the Employment Period, subject to standard deductions\nand withholdings, to be paid within ten (10) days after the date of termination;\n(iv) continued medical benefits, to the extent permitted under COBRA, for a\nperiod of eighteen (18) months.\n\n            (f) If the Employment Period is terminated prior to December 1,\n1999, there shall be no Bonus earned by Executive for the fiscal year ending\nDecember 31, 1999. If the Employment Period is terminated between December 1 and\nDecember 31, 1999, the Bonus earned by Executive for the fiscal year ending\nDecember 31, 1999 shall be 50% of Executive's Base Salary in effect as of such\ntermination for purposes of calculating average Bonuses in paragraphs 4(d) and\n(e) above; provided, however, that Executive is not terminated for Cause.\n\n            (g) For purposes of this Agreement, a \"Change in Control\" of the\nCompany shall be deemed to have occurred if (i) any \"person\" (as such term is\nused in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as\namended (the Exchange Act\")), other than a trustee or other fiduciary holding\nsecurities of the Company under an employee benefit plan of\n\n\n\n                                       5.\n\n\nthe Company, becomes the \"beneficial owner\" (as defined in Rule 13d-3\npromulgated under the Exchange Act), directly or indirectly, of securities of\nthe Company representing 50% or more of (A) the outstanding shares of Common\nStock of the Company or (B) the combined voting power of the Company's\nthen-outstanding securities entitled to vote generally in the election of\ndirectors; (ii) during any period of not more than two consecutive years, not\nincluding any period prior to the date of this Agreement, individuals who at the\nbeginning of such period constitute the Board, and any new director (other than\na director designed by a person who has entered into an agreement with the\nCompany to effect a transaction described in clause (i) or (iii) of this\nparagraph (g)) whose election by the Board or nomination by the Company's\nshareholders was approved by a vote by at least a majority of the directors\nstill in office who either were in office at the beginning of such period or\nwhose election or nomination for election was previously so approved, ceases for\nany reason to constitute a majority of the Board; (iii) the Company is party to\na merger or consolidation which results in the holders of voting securities of\nthe Company outstanding immediately prior thereto failing to continue to\nrepresent (either by remaining outstanding or by being converted into voting\nsecurities of the surviving entity) at least 50% of the combined voting power of\nthe voting securities of the Company or such surviving entity outstanding\nimmediately after such merger or consolidation, or the Company sells or disposes\nof all or substantially all of the Company's assets or any transaction having a\nsimilar effect is consummated.\n\n            (h) \"Good Reason\" as used in this Agreement shall mean (i) without\nExecutive's express written consent, any failure by the Company to comply with\nany material provision of this Agreement, which failure has not been cured\nwithin ten (10) business days after notice of such noncompliance has been given\nby Executive to the Company, or (ii) the occurrence (without Executive's express\nwritten consent), within two (2) years after a Change in Control, of any one of\nthe following acts by the Company, or failures by the Company to act, unless, in\nthe case of any act or failure to act described below, such act or failure to\nact is corrected prior to the date of termination specified in any notice of\ntermination given by Executive to the Company in respect thereof:\n\n               (a) Any change in Executive's title, authorities,\nresponsibilities (including reporting responsibilities) which represents an\nadverse change from his status, title, position or responsibilities (including\nreporting responsibilities) which were in effect immediately prior to the Change\nin Control; the assignment to Executive of any material duties or work\nresponsibilities which are inconsistent with such status, title, position or\nwork responsibilities; or any removal of Executive from, or failure to appoint\nor reelect him to, any such positions, except if such changes are because of\nDisability, retirement, death or for Cause;\n\n               (b) The relocation of Executive's office to a location outside of\nSan Diego or Orange County, California;\n\n               (c) The failure by the Company to continue in effect any annual\nor long-term incentive compensation plan in which Executive participated\nimmediately prior to the Change in Control, unless Executive participates after\nthe Change in Control in another\n\n\n                                       6.\n\n\ncomparable plan generally available to senior executives of the Company and\nsenior executives of any person in control of the Company; or\n\n               (d) The failure by the Company to continue to provide the\nExecutive with benefits substantially similar in value in the aggregate to those\nenjoyed by Executive immediately prior to the Change in Control.\n\n            (i) Except as otherwise set forth above, all of Executive's rights\nto fringe benefits and bonuses hereunder (if any) accruing after the termination\nof the Employment Period shall cease upon such termination.\n\n            (j) For purposes of this Agreement, \"Cause\" shall mean (i) the\nwillful failure or refusal by Executive to perform his duties hereunder (other\nthan any such failure resulting from Executive's incapacity due to physical or\nmental illness), which has not ceased within ten (10) business days after\nwritten demand for substantial performance is delivered to Executive by the\nCompany, which demand identifies the manner in which Company believes that the\nExecutive has not performed such duties and the steps required to cure such\nfailure to perform; (ii) Executive shall intentionally and willfully engage in\nmisconduct which is materially injurious to the Company, monetarily or\notherwise; or (iii) the conviction of Executive of or the entering of a plea of\nnolo contenders by Executive with respect to, a felony.\n\nNotwithstanding the foregoing, Executive's Employment hereunder shall not be\ndeemed to be terminated for Cause and no other action shall be taken by the\nCompany which is adverse to Executive unless and until there shall have been\ndelivered to Executive a copy of a resolution duly adopted by a unanimous vote\nof the Board (excluding Executive) at a meeting of the Board (after written\nnotice to Executive and a reasonable opportunity for Executive to be heard\nbefore the Board) authorizing and approving such termination or other action.\n\n            (k) For purposes of this Agreement, permanent \"Disability\" shall\nmean the expiration of a continuous period of one hundred and eighty (180) days\nduring which Executive is unable to perform his assigned duties due to physical\nor mental incapacity. In the event of any dispute regarding the existence of\nExecutive's Disability hereunder, the matter will be resolved by the\ndetermination of a majority of three physicians qualified to practice medicine\nin California, one to be selected by each of Executive and the Board and the\nthird to be selected by the two designated physicians. For this purpose,\nExecutive will submit to appropriate medical examinations.\n\n            (l) Executive shall not be required to mitigate the amount of any\npayment provided for in this Section 4 by seeking other employment or otherwise,\nand the amount of any payment or benefit provided for in this Section 4 shall\nnot be reduced by any compensation earned by Executive as a result of employment\nby another employer or by any other benefits.\n\n5. CHOICE OF LAW.\n\n        5.1 This Agreement will be governed by the internal law, and not the\nlaws of conflicts, of the State of California.\n\n\n                                       7.\n\n\n6. AMENDMENT AND WAIVER.\n\n        6.1 The provisions of this Agreement may be amended or waived only with\nthe prior written consent of the Company and Executive, and no course of conduct\nor failure or delay in enforcing the provisions of this Agreement shall affect\nthe validity, binding effect or enforceability of this Agreement.\n\n7. CONFIDENTIAL AND PROPRIETARY INFORMATION; NONSOLICITATION.\n\n        7.1 Executive agrees to execute and abide by the Proprietary Information\nand Inventions Agreement attached and amended hereto as Exhibit B.\n\n        7.2 Executive recognizes that his employment with the Company will\ninvolve contact with information of substantial value to the Company, which is\nnot old and generally known in the trade, and which gives the Company an\nadvantage over its competitors who do not know or use it, including but not\nlimited to, techniques, designs, drawings, processes, inventions, developments,\nequipment, prototypes, sales and customer information, and business and\nfinancial information relating to the business, products, practices and\ntechniques of the Company, (hereinafter referred to as \"Confidential and\nProprietary Information\"). Executive will at all times regard and preserve as\nconfidential such Confidential and Proprietary Information obtained by Executive\nfrom whatever source and will not, either during his employment with the Company\nor thereafter, publish or disclose any part of such Confidential and Proprietary\nInformation in any manner at any time, or use the same except on behalf of the\nCompany, without the prior written consent of the Company.\n\n        7.3 While employed by the Company and for one (1) year thereafter, the\nExecutive agrees that in order to protect the Company's Confidential and\nProprietary Information from unauthorized use, that Executive will not, either\ndirectly or through others, solicit or attempt to solicit any employee,\nconsultant or independent contractor of the Company to terminate his or her\nrelationship with the Company in order to become an employee, consultant or\nindependent contractor to or for any other person or business entity; or the\nbusiness of any customer, vendor or distributor of the Company which, at the\ntime of termination or one (1) year immediately prior thereto, was doing\nbusiness with the Company or listed on Company's customer, vendor or distributor\nlist.\n\n\n\n                                       8.\n\n\n\n8. ASSIGNMENT AND BINDING EFFECT.\n\n        8.1 This Agreement shall be binding upon and inure to the benefit of\nExecutive and Executive's heirs, executors, personal representatives, assigns,\nadministrators and legal representatives. Due to the unique and personal nature\nof Executive's duties under this Agreement, neither this Agreement nor any\nrights or obligations under this Agreement shall be assignable by Executive.\nThis Agreement shall be binding upon and inure to the benefit of the Company and\nits successors, assigns and legal representatives. The Company will require any\nsuccessor (whether direct or indirect, by purchase, merger, consolidation or\notherwise) to all or substantially all of the business and\/or assets of the\nCompany, to expressly assume and agree to perform this Agreement in the same\nmanner and to the same extent that the Company would be required to perform it\nif no such succession had taken place.\n\n9. NOTICES.\n\n        9.1 All notices or demands of any kind required or permitted to be given\nby the Company or Executive under this Agreement shall be given in writing and\nshall be personally delivered (and receipted for) or mailed by certified mail,\nreturn receipt requested, postage prepaid, addressed as follows:\n\n               9.1.1  If to the Company:\n\n                      NetPartners, Inc.\n                      9210 Sky Park Court\n                      San Diego, California 92123\n                      Attn:  Chairman of the Board of Directors\n\n               9.1.2  If to Executive:\n\n                      John B. Carrington\n                      25 Pelican Hill Circle\n                      Newport Coast, California 92657\n\nAny such written notice shall be deemed received when personally delivered or\nthree (3) days after its deposit in the United States mail as specified above.\nEither Party may change its address for notices by giving notice to the other\nParty in the manner specified in this section.\n\n10. CHOICE OF LAW.\n\n        10.1 This Agreement is made in San Diego, California. This Agreement\nshall be construed and interpreted in accordance with the laws of the State of\nCalifornia.\n\n11. INTEGRATION.\n\n        11.1 This Agreement contains the complete, final and exclusive agreement\nof the Parties relating to the subject matter of this Agreement, and supersedes\nall prior oral and written employment agreements or arrangements between the\nParties.\n\n\n\n                                       9.\n\n\n12. AMENDMENT.\n\n        12.1 This Agreement cannot be amended or modified except by a written\nagreement signed by Executive and the Company.\n\n13. WAIVER.\n\n        13.1 No term, covenant or condition of this Agreement or any breach\nthereof shall be deemed waived, except with the written consent of the Party\nagainst whom the wavier in claimed, and any waiver or any such term, covenant,\ncondition or breach shall not be deemed to be a waiver of any preceding or\nsucceeding breach of the same or any other term, covenant, condition or breach.\n\n14. SEVERABILITY.\n\n        14.1 The finding by a court of competent jurisdiction of the\nunenforceability, invalidity or illegality of any provision of this Agreement\nshall not render any other provision of this Agreement unenforceable, invalid or\nillegal. Such court shall have the authority to modify or replace the invalid or\nunenforceable term or provision with a valid and enforceable term or provision\nwhich most accurately represents the parties' intention with respect to the\ninvalid or unenforceable term or provision.\n\n15. INTERPRETATION; CONSTRUCTION.\n\n        15.1 The headings set forth in this Agreement are for convenience of\nreference only and shall not be used in interpreting this Agreement. This\nAgreement has been drafted by legal counsel representing the Company, but\nExecutive has been encouraged, and has consulted with, his own independent\ncounsel and tax advisors with respect to the terms of this Agreement. The\nParties acknowledge that each Party and its counsel has reviewed and revised, or\nhad an opportunity to review and revise, this Agreement, and the normal rule of\nconstruction to the effect that any ambiguities are to be resolved against the\ndrafting party shall not be employed in the interpretation of this Agreement.\n\n16. REPRESENTATIONS AND WARRANTIES.\n\n        16.1 Executive represents and warrants that he is not restricted or\nprohibited, contractually or otherwise, from entering into and performing each\nof the terms and covenants contained in this Agreement, and that his execution\nand performance of this Agreement will not violate or breach any other\nagreements between Executive and any other person or entity.\n\n17. LITIGATION COSTS.\n\n        17.1 Should any litigation, arbitration, or administrative action be\ncommenced between the parties or their personal representatives concerning any\nprovision of this agreement or the rights and duties of any person in relation\nto this agreement, the party or parties prevailing such action shall be\nentitled, in addition to such other relief as may be granted to a reasonable\n\n\n\n                                      10.\n\n\n\nsum as and for that party's attorney's fees in such litigation which shall be\ndetermined by the court, arbitrator, or administrative agency, in such action or\nin a separate action brought for that purpose.\n\n18. TRADE SECRETS OF OTHERS.\n\n        18.1 It is the understanding of both the Company and Executive that\nExecutive shall not divulge to the Company and\/or its subsidiaries any\nconfidential information or trade secrets belonging to others, including\nExecutive's former employers, nor shall the Company and\/or its affiliates seek\nto elicit from Executive any such information. Consistent with the foregoing,\nExecutive shall not provide to the Company and\/or its affiliates, and the\nCompany and\/or its affiliates shall not request, any documents or copies of\ndocuments containing such information.\n\n        IN WITNESS WHEREOF, the Parties have executed this Agreement as of the\ndate first above written.\n\nNETPARTNERS, INC.\n\nBy:        \/s\/ Bruce Coleman\n    ------------------------------\nIts:             CEO\n    ------------------------------\n\nDated:         5\/7\/99\n      ----------------------------\n\n\nEXECUTIVE:\n\n\n    \/s\/ John B. Carrington\n----------------------------------\nJOHN B. CARRINGTON\n\nDated:         May 7, 1999\n       ---------------------------\n\n\n\n                                      11.\n\n\n                                    EXHIBIT A\n\n                          RELEASE AND WAIVER OF CLAIMS\n\n\n\n        In consideration of the payments and other benefits set forth in Section\n4 of the Employment Agreement dated May ____, 1999 to which this form is\nattached, I, JOHN B. CARRINGTON, hereby furnish NETPARTNERS, INC. (the\n\"Company\"), with the following release and waiver (\"Release and Waiver\").\n\n        I hereby release, and forever discharge the Company, its officers,\ndirectors, agents, employees, stockholders, successors, assigns affiliates and\nBenefit Plans, of and from any and all claims, liabilities, demands, causes of\naction, costs, expenses, attorneys' fees, damages, indemnities and obligations\nof every kind and nature, in law, equity, or otherwise, known and unknown,\nsuspected and unsuspected, disclosed and undisclosed, arising at any time prior\nto and including my employment termination date with respect to any claims\nrelating to my employment and the termination of my employment, including but\nnot limited to, claims pursuant to any federal, state or local law relating to\nemployment, including, but not limited to, discrimination claims, claims under\nthe California Fair Employment and Housing Act, and the Federal Age\nDiscrimination in Employment Act of 1967, as amended (\"ADEA\"), or claims for\nwrongful termination, breach of the covenant of good faith, contract claims,\ntort claims, and wage or benefit claims, including but not limited to, claims\nfor salary, bonuses, commissions, stock, stock options, vacation pay, fringe\nbenefits, severance pay or any form of compensation.\n\n        In releasing claims unknown to me at present, I am waiving all rights\nand benefits under Section 1542 of the California Civil Code, and any law or\nlegal principle of similar effect in any jurisdiction: \"A GENERAL RELEASE DOES\nNOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS\nFAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE\nMATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.\"\n\n        I acknowledge that, among other rights, I am waiving and releasing any\nrights I may have under ADEA, that this release and waiver is knowing and\nvoluntary, and that the consideration given for this release and waiver is in\naddition to anything of value to which I was already entitled as an Executive of\nthe Company. I further acknowledge that I have been advised, as required by the\nOlder Workers Benefit Protection Act, that: (a) the release and waiver granted\nherein does not relate to claims which may arise after this release and waiver\nis executed; (b) I have the right to consult with an attorney prior to executing\nthis release and waiver (although I may choose voluntarily not to do so); and if\nI am over 40 years old upon execution of this (c) I have twenty-one (21) days\nfrom the date of termination of my employment with the Company in which to\nconsider this release and waiver (although I may choose voluntarily to execute\nthis release and waiver earlier); (d) I have seven (7) days following the\nexecution of this release and waiver to revoke my consent to this release and\nwaiver; and (e) this release and waiver shall not be effective until the seven\n(7) day revocation period has expired.\n\n\n\nDate:                                                \/s\/ John B. Carrington\n     ----------------------                      ------------------------------\n                                                       JOHN B. CARRINGTON\n\n\n\n\n                                    EXHIBIT B\n\n                                NETPARTNERS, INC.\n\n                  EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT\n\n        In consideration of my employment or continued employment by\nNETPARTNERS, INC. (the \"COMPANY\"), and the compensation now and hereafter paid\nto me, I, JOHN B. CARRINGTON, hereby agree as follows:\n\n\n1. NONDISCLOSURE\n\n        1.1 RECOGNITION OF COMPANY'S RIGHTS; NONDISCLOSURE. At all times during\nmy employment and thereafter, I will hold in strictest confidence and will not\ndisclose, use, lecture upon or publish any of the Company's Proprietary\nInformation (defined below), except as such disclosure, use or publication may\nbe required in connection with my work for the Company, or unless an officer of\nthe Company expressly authority such in writing. I will obtain Company's written\napproval before publishing or submitting for publication any material (written,\nverbal, or otherwise) that relates to my work at Company and\/or incorporates any\nProprietary Information. I hereby assign to the Company any rights I may have or\nacquire in such Proprietary information and recognize that all Proprietary\nInformation shall be the sole property of the Company and its assigns.\n\n        1.2 PROPRIETARY INFORMATION. The term \"PROPRIETARY INFORMATION\" shall\nmean any and all confidential and\/or proprietary knowledge, data or information\nof the Company. By way of illustration but not limitation, \"PROPRIETARY\nINFORMATION\" includes (a) trade secrets, inventions, mask works, ideas,\nprocesses, formulas, source and object codes, data, programs, other works of\nauthorship, know-how, improvements, discoveries developments, designs and\ntechniques (hereinafter collectively referred to as \"INVENTIONS\"); and (b)\ninformation regarding plans for research, development, new products, marketing\nand selling, business plans, budgets and unpublished financial statements,\nlicenses, prices and costs, suppliers and customers; and (c) information\nregarding the skills and compensation of other employees of the Company.\nNotwithstanding the foregoing, it is understood that, at all such times, I am\nfree to use information which is generally known in the trade or industry, which\nis not gained as result of a breach of this Agreement, and my own, skill,\nknowledge, know-how and experience to whatever extent and in whichever way I\nwish.\n\n        1.3 THIRD PARTY INFORMATION. I understand, in addition, that the Company\nhas received and in the future will receive from third parties confidential or\nproprietary information (\"THIRD PARTY INFORMATION\") subject to a duty on the\nCompany's part to maintain the confidentiality of such information and to use it\nonly for certain limited purposes. During the term of my employment and\nthereafter, I will hold Third Party Information in the strictest confidence and\nwill not disclose to anyone (other than Company personnel who need to know such\ninformation in connection with their work for the Company) or use, except in\nconnection with my work for the Company, Third Party Information unless\nexpressly authorized by an officer of the Company in writing.\n\n        1.4 NO IMPROPER USE OF INFORMATION OF PRIOR EMPLOYERS AND OTHERS. During\nmy employment by the Company I will not improperly use or disclose any\nconfidential information or trade secrets, if any, of any former employer or any\nother person to whom I have an obligation of confidentiality, and I will not\nbring onto the promises of the Company any unpublished documents or any property\nbelonging to any former employer or any other person to whom I have an\nobligation of confidentiality unless consented to in writing by that former\nemployer or person. I will use in the performance of my duties only information\nwhich is generally known and used by persons with training and experience\ncomparable to my own, which is common knowledge in the industry or otherwise\nlegally in the public domain, or which is otherwise provided or developed by the\nCompany.\n\n2. ASSIGNMENT OF INVENTIONS\n\n        2.1 PROPRIETARY RIGHTS. The term \"PROPRIETARY RIGHTS\" shall mean all\ntrade secret, patent, copyright, mask work and other intellectual property\nrights throughout the world.\n\n        2.2 PRIOR INVENTIONS. Inventions, if any, patented or unpatented, which\nI made prior to the commencement of my employment with the\n\n\n\n                                       2.\n\n\nCompany are excluded from the scope of this Agreement. To preclude any possible\nuncertainty, I have set forth on Exhibit B (Previous Inventions) attached hereto\na complete list of all Inventions that I have, alone or jointly with others,\nconceived, developed or reduced to practice or caused to be conceived, developed\nor reduced to practice prior to the commencement of my employment with the\nCompany, that I consider to be my property or the property of third parties and\nthat I wish to have excluded from the scope of this Agreement (collectively\nreferred to as \"PRIOR INVENTIONS\"). If disclosure of any such Prior Invention\nwould cause me to violate any prior confidentiality agreement, I understand that\nI am not to list such Prior Inventions in Exhibit B but am only to disclose a\ncursory name for each such invention, a listing of the party(ies) to whom it\nbelongs and the fact that full disclosure as to such inventions has not been\nmade for that reason. A space is provided on Exhibit B for such purpose. If no\nsuch disclosure is attached, I represent that there are no Prior Inventions. If,\nin the course of my employment with the Company, I incorporate a Prior Invention\ninto a Company product, process or machine, the Company is hereby granted and\nshall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide\nlicense (with rights to sublicense through multiple tiers of sublicensees) to\nmake, have made, modify, use and sell such Prior Invention. Notwithstanding the\nforegoing, I agree that I will not incorporate, or permit to be incorporated,\nPrior Inventions in any Company Inventions without the Company's prior written\nconsent.\n\n        2.3 ASSIGNMENT OF INVENTIONS. Subject to Sections 2.4, and 2.6, I hereby\nassign and agree to assign in the future (when any such Inventions or\nProprietary Rights are first reduced to practice or first fixed in a tangible\nmedium, as applicable) to the Company all my right, title and interest in and to\nany and all Inventions (and all Proprietary Rights with respect thereto) whether\nor not patentable or registrable under copyright or similar statutes, made or\nconceived or reduced to practice or learned by me, either alone or jointly with\nothers, during the period of my employment with the Company. Inventions assigned\nto the Company, or to a third party as directed by the Company pursuant to this\nSection 2, are hereinafter referred to as \"COMPANY INVENTIONS.\"\n\n        2.4 NONASSIGNABLE INVENTIONS. This Agreement does not apply to an\nInvention which qualifies fully as a nonassignable Invention under Section 2870\nof the California Labor Code (hereinafter \"SECTION 2870\"). I have reviewed the\nNotification on Exhibit A (Limited Exclusion Notification) and agree that my\nsignature acknowledges receipt of the notification.\n\n        2.5 OBLIGATION TO KEEP COMPANY INFORMED. During the period of my\nemployment I will promptly disclose to the Company fully and in writing all\nInventions authored, conceived or reduced to practice by me, either alone or\njointly with others. In addition, I will promptly disclose to the Company all\npatent applications filed by me or on my behalf within six (6) months after\ntermination of employment. At the time of each such disclosure, I will advise\nthe Company in writing of any Inventions that I believe fully qualify for\nprotection under Section 2870; and I will at that time provide to the Company in\nwriting all evidence necessary to substantiate that belief. The Company will\nkeep in confidence and will not use for any purpose or disclose to third parties\nwithout my consent any confidential information disclosed in writing to the\nCompany pursuant to this Agreement relating to Inventions that qualify fully for\nprotection under the provisions of Section 2870. I will preserve the\nconfidentiality of any Invention that does not fully qualify for protection\nunder Section 2870.\n\n        2.6 GOVERNMENT OR THIRD PARTY. I also agree to assign all my right,\ntitle and interest in and to any particular Company Invention to a third party,\nincluding without limitation the United States, as directed by the Company.\n\n        2.7 WORKS FOR HIRE. I acknowledge that all original works of authorship\nwhich am made by me (solely or jointly with others) within the scope of my\nemployment and which are protectable by copyright are \"works made for hire,\"\npursuant to United States Copyright Act (17 U.S.C., Section 101).\n\n        2.8 ENFORCEMENT OF PROPRIETARY RIGHTS. I will assist the Company in\nevery proper way to obtain, and from time to time enforce, United States and\nforeign Proprietary Rights relating to Company Inventions in any and all\ncountries. To that end I will execute, verify and deliver such documents and\nperform such other acts (including appearances as a witness) as the Company may\nreasonably request for use in applying for, obtaining, perfecting, evidencing,\nsustaining and enforcing such Proprietary Rights and the assignment thereof. In\naddition, I will execute, verify and deliver assignments of such Proprietary\nRights to the Company or its designee.\n\n\n\n                                       3.\n\n\nMy obligation to assist the Company with respect to Proprietary Rights relating\nto such Company Inventions in any and all countries shall continue beyond the\ntermination of my employment, but the Company shall compensate me at a\nreasonable rate after my termination for the time actually spent by me at the\nCompany's request on such assistance.\n\nIn the event the Company is unable for any reason, after reasonable effort, to\nsecure my signature on any document needed in connection with the actions\nspecified in this Section 2.8, I hereby irrevocably designate and appoint the\nCompany and its duly authorized officers and agents as my agent and attorney in\nfact, which appointment is coupled with an interest, to act for and in my behalf\nto execute, verify and file any such documents and to do all other lawfully\npermitted acts to further the purposes of the preceding paragraph with the same\nlegal force and effect as if executed by me. I hereby waive and quitclaim to the\nCompany any and all claims, of any nature whatsoever, which I now or may\nhereafter have for infringement of any Proprietary Rights assigned hereunder to\nthe Company.\n\n3. RECORDS. I agree to keep and maintain adequate and current records (in the\nform of notes, sketches, drawings and in any other form that may be required by\nthe Company) of all Proprietary information developed by me and all Inventions\nmade by me during the period of my employment at the Company, which records\nshall be available to and remain the sole property of the Company at all times.\n\n4. ADDITIONAL ACTIVITIES. I agree that during the period of my employment by the\nCompany I will not without the Company's express written consent, engage in any\nemployment or business activity which is competitive with, or would otherwise\nconflict with, my employment by the Company. I agree further that for the period\nof my employment by the Company and for six (6) months after the date of\ntermination of my employment by the Company I will not induce any employee of\nthe Company to leave the employ of the Company.\n\n5. NO CONFLICTING OBLIGATION. I represent that my performance of all the terms\nof this Agreement and as an employee of the Company does not and will not breech\nany agreement to keep in confidence information acquired by me in confidence or\nin trust prior to my employment by the Company. I have not entered into, and I\nagree I will not enter into, any agreement either written or oral in conflict\nherewith.\n\n6. RETURN OF COMPANY DOCUMENTS. When I leave the employ of the Company, I will\ndeliver to the Company any and all drawings, notes, memoranda, specifications,\ndevices, formulas, and documents, together with all copies thereof, and any\nother material containing or disclosing any Company Inventions, Third Party\nInformation or Proprietary Information of the Company. I further agree that any\nproperty situated on the Company's premises and owned by the Company, including\ndisks and other storage media, filing cabinets or other work areas, is subject\nto inspection by Company personnel at any time with or without notice. Prior to\nleaving, I will cooperate with the Company in completing and signing a mutually\nagreed termination statement.\n\n7. LEGAL AND EQUITABLE REMEDIES. Because my services are personal and unique and\nbecause I may have access to and become acquainted with the Proprietary\nInformation of the Company, the Company shall have the right to enforce this\nAgreement and any of its provisions by injunction, specific performance or other\nequitable relief, without bond and without prejudice to any other rights and\nremedies that the Company may have for a breach of this Agreement\n\n8. NOTICES. Any notices required or permitted hereunder shall be given to the\nappropriate party at the address specified below or at such other address as the\nparty shall specify in writing. Such notice shall be deemed given upon personal\ndelivery to the appropriate address or if sent by certified or registered mail,\nthree (3) days after the date of mailing.\n\n9. NOTIFICATION OF NEW EMPLOYER. In the event that I leave the employ of the\nCompany, I hereby consent to the notification of my new employer of my rights\nand obligations under this Agreement.\n\n10. GENERAL PROVISIONS\n\n        10.1 GOVERNING LAW; CONSENT TO PERSONAL JURISDICTION. This Agreement\nwill be governed by and construed according to the laws of the State of\nCalifornia, as such laws are applied to agreements entered into and to be\nperformed entirely within California between California residents. I hereby\nexpressly consent to the personal jurisdiction of the state and federal courts\nlocated in San Diego County, California for any lawsuit filed there against me\nby Company arising from or related to this Agreement\n\n\n\n                                       4.\n\n\n        10.2 SEVERABILITY. In case any one or more of the provisions contained\nin this Agreement shall, for any reason, be held to be invalid, illegal or\nunenforceable in any respect such invalidity, illegality or unenforceability\nshall not affect the other provisions of this Agreement, and this Agreement\nshall be construed as if such invalid, illegal or unenforceable provision had\nnever been contained herein.\n\n        10.3 SUCCESSORS AND ASSIGNS. This Agreement will be binding upon my\nheirs, executors, administrators and other legal representatives and will be for\nthe benefit of the Company, its successors, and its assigns.\n\n        10.4 SURVIVAL. The provisions of this Agreement shall survive the\ntermination of my employment and the assignment of this Agreement by the Company\nto any successor in interest or other assignee.\n\n        10.5 EMPLOYMENT. I agree and understand that nothing in this Agreement\nshall confer any right with respect to continuation of employment by the\nCompany, nor shall it interfere in any way with my right or the Company's right\nto terminate my employment at any time, with or without cause.\n\n        10.6 WAIVER. No waiver by the Company of any breach of this Agreement\nshall be a waiver of any preceding or succeeding breach. No waiver by the\nCompany of any right under this Agreement shall be construed as a waiver of any\nother right. The Company shall not be required to give notice to enforce strict\nadherence to all terms of this Agreement.\n\n        10.7 ENTIRE AGREEMENT. The obligations pursuant to Sections 1 and 2 of\nthis Agreement shall apply to any time during which I was previously employed,\nor am in the future employed, by the Company as a consultant if no other\nagreement governs nondisclosure and assignment of inventions during such period.\nExcept for my Employment Agreement dated May 10th, 1999, this Agreement is the\nfinal, complete and exclusive agreement of the parties with respect to the\nsubject matter hereof. In the event of any conflict between the terms of this\nAgreement and my Employment Agreement, my Employment Agreement shall prevail. No\nmodification of or amendment to this Agreement, nor any waiver of any rights\nunder this Agreement, will be effective unless in writing and signed by the\nparty to be charged.\n\n        This Agreement shall be effective as of the first day of my employment\nwith the Company, namely: May 10, 1999.\n\nI HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY\nFILLED OUT EXHIBIT B TO THIS AGREEMENT.\n\n\n\nDated:             5-7-99\n      ----------------------------\n\n      \/s\/ John B. Carrington\n----------------------------------\n(SIGNATURE)\n\n             JOHN B. CARRINGTON\n----------------------------------\n(PRINTED NAME)\n\n\n\nACCEPTED AND AGREED TO:\n\nNETPARTNERS, INC.\n\nBy:      \/s\/ Bruce Coleman\n    ------------------------------\n\nTitle:          CEO\n      ----------------------------\n\n\n----------------------------------\n(Address)\n\n----------------------------------\n\nDated:          5\/7\/99\n       ---------------------------\n\n\n\n                                       5.\n\n\n                                    EXHIBIT A\n\n                         LIMITED EXCLUSION NOTIFICATION\n\n\n\n        THIS IS TO NOTIFY you in accordance with Section 2872 of the California\nLabor Code that the foregoing Agreement between you and the Company does not\nrequire you to assign or offer to assign to the Company any invention that you\ndeveloped entirely on your own time without using the Company's equipment,\nsupplies, facilities or trade secret information except for those inventions\nthat either:\n\n        1. Relate at the time of conception or reduction to practice of the\ninvention to the Company's business, or actual or demonstrably anticipated\nresearch or development of the Company;\n\n        2. Result from any work performed by you for the Company.\n\n        To the extent a provision in the foregoing Agreement purports to require\nyou to assign an invention otherwise excluded from the preceding paragraph, the\nprovision is against the public policy of this state and is unenforceable.\n\n        This limited exclusion does not apply to any patent or invention covered\nby a contract between the Company and the United States or any of its agencies\nrequiring full title to such patent or invention to be in the United States.\n\n        I ACKNOWLEDGE RECEIPT of a copy of this notification.\n\n\n\n                                         By:     \/s\/ John B. Carrington\n                                             ----------------------------------\n                                                     JOHN B. CARRINGTON\n\n                                         Date:          5-7-99\n                                               --------------------------------\n\n\nWITNESSED BY:\n\n       \/s\/ Bruce Coleman\n----------------------------------\n(PRINTED NAME OF REPRESENTATIVE)\n\n\n\n\n                                    EXHIBIT B\n\nTO:        NETPARTNERS, INC.\n\nFROM:      JOHN B. CARRINGTON\n\nDATE:      May 7, 1999\n\nSUBJECT:   PREVIOUS INVENTIONS\n\n1. Except as listed in Section 2 below, the following is a complete list of all\ninventions or improvements relevant to the subject matter of my employment by\nNETPARTNERS, INC. (the \"COMPANY\") that have been made or conceived or first\nreduced to practice by me alone or jointly with others prior to my engagement by\nthe Company:\n\n        [X]     No inventions or improvements. \n\n        [ ]     See below:\n\n\n                ----------------------------------\n\n                ----------------------------------\n\n                ----------------------------------\n\n\n[ ]     Additional sheets attached.\n\n        2. Due to a prior confidentiality agreement, I cannot complete the\ndisclosure under Section 1 above with respect to inventions or improvements\ngenerally listed below, the proprietary rights and duty of confidentiality with\nrespect to which I owe to the following party(ies):\n\n\n           INVENTION OR IMPROVEMENT          PARTY(IES)           RELATIONSHIP\n           ------------------------          ----------           ------------\n1.\n           ------------------------          ----------           ------------\n2.\n           ------------------------          ----------           ------------\n3.\n           ------------------------          ----------           ------------\n\n\n\n\n[ ]     Additional sheets attached.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9305],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9544],"class_list":["post-39398","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-websense-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39398","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=39398"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39398"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39398"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39398"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}