{"id":39560,"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-sequoia-software-corp-and-richard-c.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-sequoia-software-corp-and-richard-c","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-sequoia-software-corp-and-richard-c.html","title":{"rendered":"Employment Agreement &#8211; Sequoia Software Corp. and Richard C. Faint Jr."},"content":{"rendered":"<pre>\n                   AMENDED AND RESTATED EMPLOYMENT AGREEMENT\n\n      THIS EMPLOYMENT AGREEMENT (the \"Agreement\") is made this 1st day of\nJanuary, 2000, by and between SEQUOIA SOFTWARE CORPORATION, a Maryland\ncorporation (the \"Company\"), and RICHARD C. FAINT, JR. (the \"Employee\").\n\n      IN CONSIDERATION OF the mutual covenants and agreements hereinafter set\nforth, the parties hereto hereby agree as follows:\n\n      1.    Employment.\n\n      The Company hereby employs the Employee, and the Employee hereby accepts\nemployment with the Company, upon the terms and conditions hereinafter set\nforth.\n\n      2.    Term.\n\n      Unless Employee's employment hereunder is terminated earlier pursuant to\nSection 5 of this Agreement, Employee's employment hereunder shall begin on the\ndate hereof and shall expire two (2) years from the date hereof, provided that\nupon the expiration of the first two (2) years of such employment, the\nEmployee's employment hereunder shall continue for additional consecutive\nextension terms of one (1) year each until either party gives notice of\ntermination to the other at least one hundred eighty (180) days prior to end of\nthe then current term. The term of employment described in the immediately\npreceding sentence, including any extensions but without giving effect to any\nearlier termination provided for under Section 5 of this Agreement, is\nhereinafter described as the \"Contract Term.\" The period of time during which\nthe Employee actually is employed hereunder, giving effect to any termination\nof employment under Section 5 of this Agreement, is hereinafter described as\nthe \"Term.\"\n\n      3.    Duties and Responsibilities.\n\n            3.1   During the Term, the Employee shall devote his full attention\nand expend his best efforts, energies, and skills, on a full-time basis, to the\nbusiness of the Company and any corporation, partnership or other entity\ncontrolled by the Company (each, a \"Subsidiary\"). For purposes of this\nAgreement, the term the \"Company\" shall mean the Company and all Subsidiaries.\n\n            3.2   During the Term, the Employee shall serve as the Chief\nExecutive Officer of the Company. In the performance of all of his\nresponsibilities as Chief Executive Officer hereunder, the Employee shall be\nsubject to all of the Company's policies, rules and regulations applicable to\nits employees of comparable status, shall report directly to, and be subject to\nthe direction and control of, the Board of Directors of the Company, and shall\nperform such duties as shall reasonably be assigned to him by the Board of\nDirectors and are consistent with those duties assigned employees of comparable\nstatus. In performing such duties, the Employee will be subject to and abide\nby, and will cause employees of the Company to be subject to and abide by, all\npolicies and procedures developed by senior management of the Company. During\nthe Term, the Employee\n\n   2\n\nshall be based in offices located within a radius of forty-five (45) miles of\nthe Baltimore, Maryland city center, and, other than business travel of\nreasonable amounts and duration, Employee shall not be required to perform\nservices outside of the greater Baltimore, Maryland metropolitan area.\n\n            3.3   In order to induce the Company to enter into this Agreement,\nthe Employee represents and warrants to the Company that (a) the Employee is\nnot a party or subject to any employment agreement or arrangement with any\nother person, firm, company, corporation or other business entity, and (b) the\nEmployee is subject to no restraint, limitation or restriction by virtue of any\nlaw, any contract or otherwise which would impair the Employee's right or\nability (i) to enter the employ of the Company, or (ii) to perform fully his\nduties and obligations pursuant to this Agreement.\n\n      4.    Compensation and Benefits.\n\n            4.1   For all services rendered by the Employee under this\nAgreement, the Company shall pay or cause to be paid to the Employee, and the\nEmployee shall accept, the Base Salary (as such term is hereinafter defined in\nthis Article 4) and participation in the Sequoia Software Corporation 2000\nStock Incentive Plan, all in accordance with and subject to the terms of this\nAgreement. The term \"Compensation\" shall mean the Base Salary and participation\nin the Sequoia Software Corporation 2000 Stock Incentive Plan.\n\n            4.2   During the Term, the Company shall pay the Employee a \"Base\nSalary\" at an annual rate of One Hundred Seventy-Five Thousand Dollars\n($175,000), payable in installments in accordance with the Company's regular\npayroll practices and subject to all withholding required by law. The Board of\nDirectors of the Company shall review the Base Salary of the Employee at least\nannually and may grant increases thereto in its sole discretion.\n\n            4.3   During the Employee's employment under this Agreement, the\nEmployee shall be eligible to participate in the Sequoia Software Corporation\n2000 Stock Incentive Plan, and other stock plans as may be maintained by the\nCompany from time to time, in whole or in part. The Employee's awards under\nsuch stock plans shall be determined by the Company, the Board of Directors or\nsuch person or administrative body as provided under such plans.\n\n            4.4   During the Term, the Employee shall be entitled to (i)\nparticipation in such employee retirement, and welfare benefit plans, programs,\npolicies and arrangements as maintained by the Company from time to time, in\nwhole or in part, for employees of his level; subject to, and to the extent\nthat, the Employee is eligible under such benefit plans in accordance with\ntheir respective terms (ii) paid vacation, holidays, leave of absence, leave\nfor illness, funeral leave and temporary disability leave in accordance with\nthe policies of the Company; and (iii) perquisites as from time to time\nprovided by the Company to employees of his level.\n\n            4.5   During the Term, the Employee is authorized to incur\nreasonable expenses in the performance of his duties hereunder. The Company\nshall reimburse the Employee for all such\n\n                                      -2-\n\n   3\n\n\nexpenses upon the presentation by the Employee, not less frequently than\nmonthly, of signed, itemized accounts of such expenditures and vouchers, all in\naccordance with the Company's procedures and policies as adopted and in effect\nfrom time to time and applicable to its employees of comparable status.\n\n      5.    Termination.\n\n            5.1   The Company may terminate the Employee's employment under\nthis Agreement at any time for Cause. \"Cause\" shall exist for such termination\nif Employee (i) is adjudicated guilty of a felony by a court of competent\njurisdiction, (ii) commits any act of fraud or intentional misrepresentation,\n(iii) has materially breached any covenant set forth in this Agreement or\nwillfully violated any direction of the Board of Directors of the Company,\nwhich breach or willful violation the Employee has not cured within thirty (30)\ndays following notice by the Board of Directors to the Employee of the breach\nor willful violation, or (iv) has made any material misrepresentation to the\nCompany under Section 3.3 hereof.\n\n            5.2   The Company may terminate the Employee's employment under\nthis Agreement at any time without Cause. If the Company breaches any term of\nthis Agreement and fails to cure such breach within thirty (30) days of notice\nof such breach from the Employee, and if Employee terminates his employment\nwith the Company within thirty (30) days after the period for the cure of the\nbreach by the Company expires, the Company shall be deemed to have terminated\nthe Employee's employment hereunder without Cause.\n\n            5.3   The Employee may voluntarily terminate his employment under\nthis Agreement at any time. For the purposes of this Agreement, if the Employee\nterminates his employment under this Agreement pursuant to the second sentence\nof Section 5.2 above, he shall not be deemed to have terminated such employment\nunder this Section 5.3.\n\n            5.4   The election of the Company to give notice in accordance with\nSection 2 above that the Employee's employment hereunder will not be extended\nfor an additional one (1) year term shall not constitute a termination of the\nEmployee's employment hereunder by the Company without Cause for the purposes\nof Section 5.2 above.\n\n      6.    Severance Payments.\n\n      If the Employee's employment under this Agreement is terminated during\nthe Term of the Agreement by the Company without Cause, the Employee shall be\nentitled to continuation in payment of his Base Salary, at the rate in effect\nimmediately before the date of termination, for a period equal to the greater\nof (a) the period from the day after his last day of employment hereunder\nthrough the last day of the Term of this Agreement, or (b) one (1) year,\nprovided that the Employee (i) honors the restrictive covenants as provided in\nSection 7 of this Agreement and (ii) executes a release of all claims arising\nfrom his employment by the Company, in such form as may then be used by the\nCompany respecting termination of employees.\n\n                                      -3-\n\n   4\n\n      7.    Restrictive Covenants.\n\n      The Employee shall execute and be bound by the Employee Invention,\nAssignment and Confidentiality Agreement, which is attached hereto as Exhibit\nA. The Employee agrees that the Employee Invention, Assignment and\nConfidentiality Agreement constitutes a separate agreement independently\nsupported by good and adequate consideration and, notwithstanding anything in\nthis Agreement to the contrary, shall be severable from the other provisions\nof, and shall survive, this Agreement.\n\n      8.    Miscellaneous.\n\n            8.1   This Agreement is a personal contract, and the rights and\ninterests of the Employee hereunder may not be sold, transferred, assigned,\npledged or hypothecated except as otherwise expressly permitted by the\nprovisions of this Agreement. The Employee shall not under any circumstances\nhave any option or right to require payment hereunder otherwise than in\naccordance with the terms hereof. Except as otherwise expressly provided\nherein, the Employee shall not have any power of anticipation, alienation or\nassignment of payments contemplated hereunder, and all rights and benefits of\nthe Employee shall be for the sole personal benefit of the Employee, and no\nother person shall acquire any right, title or interest hereunder by reason of\nany sale, assignment, transfer claim or judgment or bankruptcy proceedings\nagainst the Employee; provided, however, that in the event of the Employee's\ndeath, the Employee's estate, legal representatives or heirs, as appropriate,\nshall succeed to and acquire all rights and benefits that accrued to the\nEmployee pursuant to, and in accordance with, the terms of this Agreement.\n\n            8.2   The Company shall have the right to assign this Agreement to\nany successor to substantially all of its business or assets, and any such\nsuccessor shall be bound by all of the provisions hereof.\n\n            8.3   Any notice required or permitted by or in connection with\nthis Agreement shall be in writing and shall be made by hand delivery, by\nFederal Express, or other similar overnight delivery service, or by certified\nmail, unrestricted delivery, return receipt requested, postage prepaid,\naddressed to the addressee at the appropriate address set forth below or to\nsuch other address as may be hereafter specified by written notice by the\naddressee to the other party to this Agreement. Notice shall be considered\ngiven as of the date of the hand delivery, one (1) calendar day after delivery\nto Federal Express or similar overnight delivery service, or three (3) calendar\ndays after the date of mailing, independent of the date of actual delivery or\nwhether delivery is ever in fact made.\n\n                                      -4-\n\n   5\n\n\n\n\nIf to the Company:            Sequoia Software Corporation\n                              5457 Twin Knolls Road\n                              Suite 310\n                              Columbia, Maryland 21045\n                              Attention: Board of Directors\n\nIf to the Employee:           Richard C. Faint, Jr.\n                              c\/o Sequoia Software Corporation\n                              5457 Twin Knolls Road\n                              Suite 310\n                              Columbia, Maryland 21045\n\n            8.4   This Agreement may not be changed, amended, terminated or\nsuperseded orally, but only by an agreement in writing, nor may any of the\nprovisions hereof be waived orally, but only by an instrument in writing, in\nany such case signed by the party against whom enforcement of any change,\namendment, termination, waiver, modification, extension or discharge is sought.\n\n            8.5   Except as otherwise provided herein, this Agreement shall be\ngoverned by and construed and enforced in accordance with the laws of the State\nof Maryland, without giving any effect to the principles of conflicts of laws.\n\n            8.6   All descriptive headings and captions of the several sections\nof this Agreement are inserted for convenience only and do not constitute a\npart of this Agreement.\n\n            8.7   If any provision of this Agreement, or part thereof, is held\nto be unenforceable, the remainder of this Agreement and provision, as the case\nmay be, shall nevertheless remain in full force and effect.\n\n            8.8   Each of the parties hereto shall, at any time and from time\nto time hereafter, upon the reasonable request of the other, take such further\nactions and execute, acknowledge and deliver all such instruments of further\nassurance as necessary to carry out the provisions of this Agreement.\n\n            8.9   This Agreement contains the entire agreement and\nunderstanding between the Company and the Employee with respect to the subject\nmatter hereof and supersedes all prior understandings and agreements, including\nany prior employment contract or agreement, whether oral or written, between\nthe parties hereto with respect to the specific subject matter hereof. No\nrepresentations or warranties of any kind or nature relating to the Company or\nits affiliates or their respective businesses, assets, liabilities, operations,\nfuture plans or prospects have been made by or on behalf of the Company to the\nEmployee; nor have any representations or warranties of any kind\n\n                                      -5-\n\n   6\n\n\nor nature been made by the Employee to the Company, except as expressly set\nforth in this Agreement.\n\n      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of\nthe date hereinabove written.\n\n                                    THE COMPANY:\n\n                                    SEQUOIA SOFTWARE CORPORATION\n\n                                    By:   \/s\/ Mark A. Wesker\n                                          --------------------------------------\n                                          Name: Mark A. Wesker\n                                               ---------------------------------\n                                          Title: President\n                                                --------------------------------\n\n                                    THE EMPLOYEE:\n                                    \/s\/ Richard C. Faint, Jr.\n                                    --------------------------------------------\n\n                                      -6-\n\n   7\n\n                                                                       EXHIBIT A\n\n                              EMPLOYEE INVENTION,\n                                 ASSIGNMENT AND\n                           CONFIDENTIALITY AGREEMENT\n\n      In consideration, and as a condition of my employment with Sequoia\nSoftware Corporation, a Maryland corporation (the \"COMPANY\"), I hereby\nrepresent to, and agree with the Company as follows:\n\n      1.    Purpose of Agreement. I understand that the Company is or will be\nengaged in a continuous program of research, development, production and\nmarketing in connection with its business and that it is critical for the\nCompany to preserve and protect its \"Confidential Information\" (as defined in\nSection 6 below), its rights in \"Inventions\" (as defined in Section 2 below)\nand in all related intellectual property rights. Accordingly, I am entering\ninto this Employee Invention Assignment and Confidentiality Agreement (the\n\"AGREEMENT\") as a condition of my employment with the Company, whether or not I\nam expected to create inventions of value for the Company.\n\n      2.    Disclosure of Inventions. I will promptly disclose in confidence to\nthe Company all inventions, improvements, designs, original works of\nauthorship, formulas, processes, compositions of matter, computer software\nprograms, Internet products and services, e-commerce products and services,\ne-entertainment products and services, databases, mask works and trade secrets\n(the \"INVENTIONS\") that I make or conceive or first reduce to practice or\ncreate, either alone or jointly with others, during the period of my\nemployment, whether or not in the course of my employment, and whether or not\nsuch Inventions are patentable, copyrightable or protectible as trade secrets.\n\n      3.    Work for Hire; Assignment of Inventions. I acknowledge and agree\nthat any copyrightable works prepared by me within the scope of my employment\nare \"works for hire\" under the Copyright Act and that the Company will be\nconsidered the author and owner of such copyrightable works. I agree that all\nInventions that (i) are developed using equipment, supplies, facilities or\ntrade secrets of the Company, (ii) result from work performed by me for the\nCompany, or (iii) relate to the Company's business or current or anticipated\nresearch and development, will be the sole and exclusive property of the\nCompany and are hereby irrevocably assigned by me to the Company from the\nmoment of their creation and fixation in tangible media.\n\n      4.    Assignment of Other Rights. In addition to the foregoing assignment\nof Inventions to the Company, I hereby irrevocably transfer and assign to the\nCompany: (i) all worldwide patents, patent applications, copyrights, mask\nworks, trade secrets and other intellectual property rights in any Invention;\nand (ii) any and all \"Moral Rights\" (as defined\n\n   8\n\n\nbelow) that I may have in or with respect to any Invention. I also hereby\nforever waive and agree never to assert any and all Moral Rights I may have in\nor with respect to any Invention, even after termination of my work on behalf\nof the Company. \"MORAL RIGHTS\" mean any rights to claim authorship of an\nInvention, to object to or prevent the modification of any Invention, or to\nwithdraw from circulation or control the publication or distribution of any\nInvention, and any similar right, existing under judicial or statutory law of\nany country in the world, or under any treaty, regardless of whether or not\nsuch right is denominated or generally referred to as a \"moral right.\"\n\n      5.    Assistance. I agree to assist the Company in every proper way to\nobtain for the Company and enforce patents, copyrights, mask work rights, trade\nsecret rights and other legal protections for the Company's Inventions in any\nand all countries. I will execute any documents that the Company may reasonably\nrequest for use in obtaining or enforcing such patents, copyrights, mask work\nrights, trade secrets and other legal protections. My obligations under this\nsection will continue beyond the termination of my employment with the Company,\nprovided that the Company will compensate me at a reasonable rate after such\ntermination for time or expenses actually spent by me at the Company's request\non such assistance. I appoint the Secretary of the Company as my\nattorney-in-fact to execute documents on my behalf for this purpose.\n\n      6.    Confidentiality Obligations.\n\n            6.1   Acknowledgement. I understand that my employment by the\nCompany creates a relationship of confidence and trust with respect to any\ninformation of a confidential or secret nature that may be disclosed to me by\nthe Company that relates to the business of the Company or to any parent,\nsubsidiary, affiliate, customer, consultant or supplier of the Company or any\nother party with whom the Company or any other party with whom the Company\nagrees to hold such information (including any and all copies thereof) of such\nparty in confidence (the \"CONFIDENTIAL INFORMATION\"). Such Confidential\nInformation is defined more specifically in Section 6.3 below.\n\n            6.2   Obligations. I agree to take the following steps to preserve\nthe confidential and proprietary nature of Confidential Information:\n\n                  (a)   Non-Disclosure. At all times both during and after my\nemployment with Company, I will not use, disclose or transfer any of the\nConfidential Information other than as authorized by Company, except as may be\nnecessary to perform my duties as an employee of the Company for the benefit of\nthe Company. I understand that I am not allowed to sell, license or otherwise\nexploit any products (including software or content in any form) which embody\nor otherwise exploit in whole or in part any Confidential Information.\n\n                  (b)   Disclosure Prevention. I will take all reasonable\nprecautions to prevent the inadvertent or accidental exposure of Confidential\nInformation.\n\n                                      -2-\n\n   9\n\n                  (c)   Removal. I will not remove any Confidential Information\nfrom Company's premises or make copies of such materials except for use in\nCompany's business.\n\n                  (d)   Return. I will return promptly to Company all\nConfidential Information and copies thereof at any time upon the request of\nCompany, in any event and without such request, prior to the termination of my\nemployment by Company. I agree not to retain any tangible or intangible copies\nof any Confidential Information after my termination of employment for any\nreason. Upon termination of my employment, I will not take with me any\ndocuments or materials or copies thereof containing any Confidential\nInformation.\n\n            6.3   Confidential Information. The following materials and\ninformation (including any and all copies thereof), whether having existed, now\nexisting, or to be developed or created during the term of my employment by\nCompany (herein referred to collectively as the \"Confidential Information\")\nwhether tangible or intangible, and whether or how stored, compiled or\nmemorialized physically, electronically, graphically, photographically or in\nwriting, are covered by this Agreement and acknowledged by me to be valuable,\nspecial and unique assets of Company the disclosure of which, may be materially\ndamaging.\n\n                  (a)   Software. All information relating to existing software\nproducts and software in various stages of research and development which are\nnot generally known to the public or within the Internet industry or trade in\nwhich Company competes (such as know-how, Inventions, design specifications,\nalgorithms, technical formulas, engineering data, benchmark test results,\nsearch engines, Internet and e-commerce tools, methodologies, procedures,\ntechniques, and information processing processes) and the physical embodiments\nof such information (such as drawings, specification sheets, design notes,\nsource code, object code, HTML code, XML code, scripts, applets, load modules,\nschematics, flow charts, logic diagrams, procedural diagrams, coding sheets,\nwork sheets, documentation, annotations, printouts, studies, manuals, proposals\nand any other written or machine-readable manuals, proposals and any other\nwritten or machine readable expressions of such information as are fixed in any\ntangible media).\n\n                  (b)   Other Products and Services. All information relating\nto consulting, Inventions, entertainment content, research and development and\nother proprietary products or services, whether existing or in various stages\nof research and development, which are not generally known to the public or\nwithin the Internet industry or trade in which Company competes (such as\nknow-how, content, specifications, technical data, engineering data, processes,\ntechniques, methodologies, and strategies) and the physical embodiments of such\ninformation (such as drawings, schematics, data files, video, text, pictures,\nsound, graphics, specification sheets, instructor manuals, course materials,\ntraining aids, video cassettes, transparencies, slides, taped recordings of\npresentations, proposals, printouts, studies, contracts, maintenance manuals,\ndocumentation, and any other written or machine-readable expressions of such\ninformation as are fixed in any tangible media).\n\n                  (c)   Business Procedures. All information concerning or\nrelating to the way Company conducts its business which is not generally known\nto the public or within the Internet industry (such as internal business\nprocedures, controls, internal telephone numbers,\n\n                                      -3-\n\n   10\n\nplans, licensing techniques and practices, supplier, subcontractor, consultant,\nand prime contractor names and contracts and other vendor information, computer\nsystem passwords and other computer security controls, financial information,\ndistributor information, and employee data) and the physical embodiments of\nsuch information (such as check lists, samples, services and operational\nmanuals, contracts, proposals, print-outs, correspondence, forms, listings,\nledgers, financial statements, financial reports, financial and operational\nanalyses, financial and operational studies, management reports of every kind,\ndatabases, personnel records pertaining to employees other than myself, and any\nother written or machine-readable expressions of such information as are fixed\nin any tangible media).\n\n                  (d)   Marketing Plans and Customer Lists. All information\npertaining to Company's marketing plans and strategies; forecasts and\nprojections; marketing practices, procedures and policies; financial data;\ndiscounts; margins; costs; credit terms; pricing practices, procedures and\npolicies; domain names; goals and objectives; quoting practices, procedures and\npolicies; and customer data including customer lists, contracts,\nrepresentatives, requirements and needs, specifications, data provided by or\nabout prospective existing or past customers and contract terms applicable to\nsuch customers and Web site visitor data, and the physical embodiments of such\ninformation (such as license agreements, customer lists, print-outs, databases,\nmarketing plans, marketing reports, strategic business plans, marketing\nanalyses and management reports, seminar and class attendee rosters, trade show\nor exhibit attendee listings, listings of potential customers and leads, and\nany other written or machine-readable expressions of such information as are\nfixed in any tangible media).\n\n                  (e)   Not Generally Known. Any information in addition to the\nforegoing which is not generally known to the public or within the Internet or\nsoftware industry or trade in which Company competes, and the physical\nembodiments of such information in any tangible form, whether written or\nmachine-readable in nature.\n\n            6.4   General Knowledge. The general skills, knowledge and\nexperience gained during my employment with Company, and information publicly\navailable or generally known within the industry or trade in which Company\ncompetes, is not considered Confidential Information. Also, upon termination of\nmy employment with Company, I shall not, subject to the provisions of Section 7\nbelow, be restricted from working with a person or entity which has\nindependently developed information or materials similar to Confidential\nInformation as long as I comply with my continuing obligations under this\nAgreement.\n\n            6.5   Information Disclosed Remains Property of Company. I agree\nand acknowledge that all ideas, concepts, information, and written material\ndisclosed to me by Company, or acquired from a customer or prospective customer\nof Company are and shall remain the sole and exclusive property and\nConfidential Information of Company or such customers, and are disclosed in\nconfidence by Company or permitted to be acquired from such customers in\nreliance on my agreement to maintain them in confidence and not to use or\ndisclose them to any other person except in furtherance of Company's business\nand for Company's benefit.\n\n                                      -4-\n\n   11\n\n      7.    Non-Competition  Covenant.\n\n            7.1   Competitor Defined. The term \"COMPETITOR\" shall refer to any\nperson, firm, corporation, partnership or other business entity engaged in or\nabout to become engaged in the production, licensing, sale or marketing of any\nproduct or service or planned business of Company:\n\n                  (a)   which is similar to or directly competitive with\n                  Company's proprietary Internet, e-commerce or software,\n                  research and development or development of any product or\n                  service of Company with which I have been directly concerned\n                  through my work for Company during the preceding two (2)\n                  years; or\n\n                  (b)   with respect to which I have acquired Confidential\n                  Information.\n\n            7.2   Restrictive Covenant. As a material inducement to Company to\nenter into this Agreement, I covenant and agree that without the Company's\nprior written consent, during my employment with Company and for a period of\none (1) year following the termination of my employment, whether such\ntermination be with or without cause, I shall not enter the employ of any\nCompetitor, nor engage during such period, directly or indirectly, voluntarily\nor involuntarily, as principal, agent, officer, employee or otherwise, anywhere\nin the United States, in any actions to solicit, divert or take away any\ncustomer or supplier of Company, or provide services to, or assist in any\nmanner any Competitor, or otherwise compete with Company in the sale or\nlicensing, of any products or services competitive with the game, Internet,\ne-commerce or e-entertainment products or services developed or marketed by\nCompany in the United States.\n\n            Notwithstanding the foregoing, I shall retain the right to invest\nin or have an interest in entities traded on any public market or offered by\nany national brokerage house, provided that said interest does not exceed one\npercent (1%) of the voting control of said entity. In addition, I may make\npassive investments in privately held entities that are determined by the Board\nof Directors of the Company not to be competitors of the Company.\n\n            7.3   Employee's Acknowledgements and Agreements. I acknowledge\nthat the covenant in Section 7.2 has a unique, very substantial and\nimmeasurable value to Company. I acknowledge and agree that the Internet,\ne-commerce and software products and services developed by Company are or are\nintended to be marketed and licensed to customers worldwide. I further\nacknowledge and agree to the reasonableness of this covenant not to compete and\nthe reasonableness of the geographic area and duration of time which are a part\nof said covenant. I also acknowledge and agree that this covenant will not\nimpair me from becoming gainfully employed, or otherwise earning a livelihood\nfollowing termination of employment with Company.\n\n      8.    Non-Solicitation. I agree that any attempt on my part to induce\nothers to leave Company's employ, or any effort by me to interfere with\nCompany's relationship with its other employees would be harmful and damaging\nto Company. I agree that during employment and\n\n                                      -5-\n\n   12\n\n\nfor a period of two (2) years thereafter, I will not in any way, directly or\nindirectly (i) induce or attempt to induce any employee of Company to quit\nemployment with Company; (ii) otherwise interfere with or disrupt Company's\nrelationship with its employees; (iii) solicit, entice, or hire away any\nemployee of Company; or (iv) hire or engage any employee of Company or any\nformer employee of Company whose employment with Company ceased less than one\n(1) year before the date of such hiring or engagement.\n\n      9.    Project Completion. I agree to give Company at least thirty (30)\ndays prior written notice of termination to minimize any adverse effect on\nCompany for any project in which I might be involved on behalf of Company. I\nagree to use my best efforts prior to termination to complete any project then\nassigned to me to the reasonable satisfaction of the Company, and to be\navailable thereafter as reasonably required to assist with a transition and to\nanswer questions explaining the work done by me prior to termination.\n\n      10.   Notification. I hereby authorize the Company to notify my actual or\nfuture employers of the terms of this Agreement and my responsibilities\nhereunder.\n\n      11.   Name and Likeness Rights. I hereby authorize the Company to use,\nreuse, and to grant others the right to use and reuse my name, photograph,\nlikeness (including caricature), voice, and biographical information, and any\nreproduction or simulation thereof, in any media now known or hereafter\ndeveloped (including, but not limited to, film, video and digital or other\nelectronic media), both during and after my employment, for whatever purposes\nthe Company deems necessary.\n\n      12.   Injunctive Relief. I agree that damages in the event of any breach\nor threatened breach of this Agreement by me would be difficult to ascertain\nand that the Company may suffer irreparable harm. I therefore agree that,\nnotwithstanding anything in this Agreement to the contrary, the Company, in\naddition to and without limiting any other remedy or right it may have, shall\nhave the right to an injunction or other equitable relief in any court of\ncompetent jurisdiction enjoining any such breach. I hereby waive any and all\ndefenses I may have on the ground of lack of jurisdiction or competence of the\ncourt to grant such an injunction or other equitable relief. The existence of\nthis right shall not preclude any other rights and remedies at law or in equity\nwhich the Company may have.\n\n      13.   Assignment. My rights, interest and benefits hereunder shall not be\nassigned, transferred, pledged, or hypothecated in any way by me. The rights\nand obligations of the Company under this Agreement shall inure to the benefit\nof and be binding upon the successors of Company. If Company shall at any time\nbe merged or consolidated with or into another corporation, or if substantially\nall the assets of Company are transferred to another corporation, the\nprovisions of this Agreement shall be binding on and shall inure to the benefit\nof the corporation resulting from such merger or consolidation or to which such\nassets shall be transferred.\n\n      14.   Governing Law; Severability. This Agreement will be governed and\ninterpreted in accordance with the internal laws of the State of Maryland,\nwithout regard to or application of\n\n                                      -6-\n\n   13\nchoice-of-law rules or principles. In the event that any provision of this\nAgreement is found by a court, arbitrator or other tribunal to be illegal,\ninvalid or unenforceable, then such provision shall not be voided, but shall be\nenforced to the maximum extent permissible under applicable law, and the\nremainder of this Agreement shall remain in full force and effect.\n\n      15.   Forum Selection. The parties agree that any legal proceeding,\ncommenced by one party against the other, shall be brought in any state or\nFederal court having proper jurisdiction, within the State of Maryland. Both\nparties submit to such jurisdiction, and waive any objection to venue and\/or\nclaim of inconvenient forum.\n\n      16.   No Breach of Prior Agreement. I represent that my performance of\nall the terms of this Agreement and my duties as an employee of the Company\nwill not breach any invention assignment, proprietary information,\nconfidentiality or similar agreement with any former employer or other party. I\nrepresent that I will not bring with me to the Company or use in the\nperformance of my duties for the Company any documents or materials or\nintangibles of a former employer or third party that are not generally\navailable to the public or have not been legally transferred to the Company.\n\n      17.   Counterparts. This Agreement may be executed in two or more\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument.\n\n      18.   Headings. The captions and headings of this Agreement are included\nfor ease of reference only and will be disregarded in interpreting or\nconstruing this Agreement. All references herein to sections will refer to\nsections of this Agreement.\n\n      19.   Entire Agreement. This Agreement constitutes the entire agreement\nand understanding of the parties with respect to the subject matter of this\nAgreement, and supersedes all prior understandings and agreements, whether oral\nor written, between the parties hereto with respect to the specific subject\nmatter hereof.\n\nSEQUOIA SOFTWARE CORPORATION              EMPLOYEE\n\nBy: \/s\/ Mark A. Wesker                    \/s\/ Richard C. Faint, Jr.\n   ---------------------------------      --------------------------------------\n                                          Signature\n\nName: Mark A. Wesker                      Richard C. Faint, Jr.\n     -------------------------------      --------------------------------------\n                                          Name (Please print)\n\nTitle: President\n      ------------------------------\n\n\n                                      -7-\n\n\n<type>EX-10.5\n<sequence>12\n<description>EMPLOYMENT AGREEMENT BETWEEN SEQUOIA &amp; M. WESKER\n\n   1\n                                                                  Exhibit 10.5\n                   AMENDED AND RESTATED EMPLOYMENT AGREEMENT\n\n      THIS EMPLOYMENT AGREEMENT (the \"Agreement\") is made this 1st day of\nJanuary, 2000, by and between SEQUOIA SOFTWARE CORPORATION, a Maryland\ncorporation (the \"Company\"), and MARK A. WESKER (the \"Employee\").\n\n      IN CONSIDERATION OF the mutual covenants and agreements hereinafter set\nforth, the parties hereto hereby agree as follows:\n\n      1.    Employment.\n\n      The Company hereby employs the Employee, and the Employee hereby accepts\nemployment with the Company, upon the terms and conditions hereinafter set\nforth.\n\n      2.    Term.\n\n      Unless Employee's employment hereunder is terminated earlier pursuant to\nSection 5 of this Agreement, Employee's employment hereunder shall begin on the\ndate hereof and shall expire two (2) years from the date hereof, provided that\nupon the expiration of the first two (2) years of such employment, the\nEmployee's employment hereunder shall continue for additional consecutive\nextension terms of one (1) year each until either party gives notice of\ntermination to the other at least one hundred eighty (180) days prior to end of\nthe then current term. The term of employment described in the immediately\npreceding sentence, including any extensions but without giving effect to any\nearlier termination provided for under Section 5 of this Agreement, is\nhereinafter described as the \"Contract Term.\" The period of time during which\nthe Employee actually is employed hereunder, giving effect to any termination\nof employment under Section 5 of this Agreement, is hereinafter described as\nthe \"Term.\"\n\n      3.    Duties and Responsibilities.\n\n            3.1   During the Term, the Employee shall devote his full attention\nand expend his best efforts, energies, and skills, on a full-time basis, to the\nbusiness of the Company and any corporation, partnership or other entity\ncontrolled by the Company (each, a \"Subsidiary\"). For purposes of this\nAgreement, the term the \"Company\" shall mean the Company and all Subsidiaries.\n\n            3.2   During the Term, the Employee shall serve as the President\nand Chief Operating Officer of the Company. In the performance of all of his\nresponsibilities as President and Chief Operating Officer hereunder, the\nEmployee shall be subject to all of the Company's policies, rules and\nregulations applicable to its employees of comparable status, shall report\ndirectly to, and be subject to the direction and control of, the Chief\nExecutive Officer of the Company, and shall perform such duties as shall\nreasonably be assigned to him by the Chief Executive Officer and are consistent\nwith those duties assigned employees of comparable status. In performing such\nduties, the Employee will be subject to and abide by, and will cause employees\nof the Company to be subject to and abide by, all policies and procedures\ndeveloped by senior management of the\n\n   2\n\nCompany. During the Term, the Employee shall be based in offices located within\na radius of forty-five (45) miles of the Baltimore, Maryland city center, and,\nother than business travel of reasonable amounts and duration, Employee shall\nnot be required to perform services outside of the greater Baltimore, Maryland\nmetropolitan area.\n\n            3.3   In order to induce the Company to enter into this Agreement,\nthe Employee represents and warrants to the Company that (a) the Employee is\nnot a party or subject to any employment agreement or arrangement with any\nother person, firm, company, corporation or other business entity, and (b) the\nEmployee is subject to no restraint, limitation or restriction by virtue of any\nlaw, any contract or otherwise which would impair the Employee's right or\nability (i) to enter the employ of the Company, or (ii) to perform fully his\nduties and obligations pursuant to this Agreement.\n\n      4.    Compensation and Benefits.\n\n            4.1   For all services rendered by the Employee under this\nAgreement, the Company shall pay or cause to be paid to the Employee, and the\nEmployee shall accept, the Base Salary (as such term is hereinafter defined in\nthis Article 4) and participation in the Sequoia Software Corporation 2000\nStock Incentive Plan, all in accordance with and subject to the terms of this\nAgreement. The term \"Compensation\" shall mean the Base Salary and participation\nin the Sequoia Software Corporation 2000 Stock Incentive Plan.\n\n            4.2   During the Term, the Company shall pay the Employee a \"Base\nSalary\" at an annual rate of One Hundred Fifty Thousand Dollars ($150,000),\npayable in installments in accordance with the Company's regular payroll\npractices and subject to all withholding required by law. The Board of\nDirectors of the Company shall review the Base Salary of the Employee at least\nannually and may grant increases thereto in its sole discretion.\n\n            4.3   During the Employee's employment under this Agreement, the\nEmployee shall be eligible to participate in the Sequoia Software Corporation\n2000 Stock Incentive Plan, and other stock plans as may be maintained by the\nCompany from time to time, in whole or in part. The Employee's awards under\nsuch stock plans shall be determined by the Company, the Board of Directors or\nsuch person or administrative body as provided under such plans.\n\n            4.4   During the Term, the Employee shall be entitled to (i)\nparticipation in such employee retirement, and welfare benefit plans, programs,\npolicies and arrangements as maintained by the Company from time to time, in\nwhole or in part, for employees of his level; subject to, and to the extent\nthat, the Employee is eligible under such benefit plans in accordance with\ntheir respective terms (ii) paid vacation, holidays, leave of absence, leave\nfor illness, funeral leave and temporary disability leave in accordance with\nthe policies of the Company; and (iii) perquisites as from time to time\nprovided by the Company to employees of his level.\n\n                                      -2-\n\n   3\n\n            4.5   During the Term, the Employee is authorized to incur\nreasonable expenses in the performance of his duties hereunder. The Company\nshall reimburse the Employee for all such expenses upon the presentation by the\nEmployee, not less frequently than monthly, of signed, itemized accounts of\nsuch expenditures and vouchers, all in accordance with the Company's procedures\nand policies as adopted and in effect from time to time and applicable to its\nemployees of comparable status.\n\n      5.    Termination.\n\n            5.1   The Company may terminate the Employee's employment under\nthis Agreement at any time for Cause. \"Cause\" shall exist for such termination\nif Employee (i) is adjudicated guilty of a felony by a court of competent\njurisdiction, (ii) commits any act of fraud or intentional misrepresentation,\n(iii) has materially breached any covenant set forth in this Agreement or\nwillfully violated any direction of the Board of Directors of the Company,\nwhich breach or willful violation the Employee has not cured within thirty (30)\ndays following notice by the Board of Directors to the Employee of the breach\nor willful violation, or (iv) has made any material misrepresentation to the\nCompany under Section 3.3 hereof.\n\n            5.2   The Company may terminate the Employee's employment under\nthis Agreement at any time without Cause. If the Company breaches any term of\nthis Agreement and fails to cure such breach within thirty (30) days of notice\nof such breach from the Employee, and if Employee terminates his employment\nwith the Company within thirty (30) days after the period for the cure of the\nbreach by the Company expires, the Company shall be deemed to have terminated\nthe Employee's employment hereunder without Cause.\n\n            5.3   The Employee may voluntarily terminate his employment under\nthis Agreement at any time. For the purposes of this Agreement, if the Employee\nterminates his employment under this Agreement pursuant to the second sentence\nof Section 5.2 above, he shall not be deemed to have terminated such employment\nunder this Section 5.3.\n\n            5.4   The election of the Company to give notice in accordance with\nSection 2 above that the Employee's employment hereunder will not be extended\nfor an additional one (1) year term shall not constitute a termination of the\nEmployee's employment hereunder by the Company without Cause for the purposes\nof Section 5.2 above.\n\n      6.    Severance Payments.\n\n      If the Employee's employment under this Agreement is terminated during\nthe Term of the Agreement by the Company without Cause, the Employee shall be\nentitled to continuation in payment of his Base Salary, at the rate in effect\nimmediately before the date of termination, for a period equal to the greater\nof (a) the period from the day after his last day of employment hereunder\nthrough the last day of the Term of this Agreement, or (b) one (1) year,\nprovided that the Employee (i) honors the restrictive covenants as provided in\nSection 7 of this Agreement and (ii) executes a\n\n                                      -3-\n\n   4\n\nrelease of all claims arising from his employment by the Company, in such form\nas may then be used by the Company respecting termination of employees.\n\n      7.    Restrictive Covenants.\n\n      The Employee shall execute and be bound by the Employee Invention,\nAssignment and Confidentiality Agreement, which is attached hereto as Exhibit\nA. The Employee agrees that the Employee Invention, Assignment and\nConfidentiality Agreement constitutes a separate agreement independently\nsupported by good and adequate consideration and, notwithstanding anything in\nthis Agreement to the contrary, shall be severable from the other provisions\nof, and shall survive, this Agreement.\n\n      8.    Miscellaneous.\n\n            8.1   This Agreement is a personal contract, and the rights and\ninterests of the Employee hereunder may not be sold, transferred, assigned,\npledged or hypothecated except as otherwise expressly permitted by the\nprovisions of this Agreement. The Employee shall not under any circumstances\nhave any option or right to require payment hereunder otherwise than in\naccordance with the terms hereof. Except as otherwise expressly provided\nherein, the Employee shall not have any power of anticipation, alienation or\nassignment of payments contemplated hereunder, and all rights and benefits of\nthe Employee shall be for the sole personal benefit of the Employee, and no\nother person shall acquire any right, title or interest hereunder by reason of\nany sale, assignment, transfer claim or judgment or bankruptcy proceedings\nagainst the Employee; provided, however, that in the event of the Employee's\ndeath, the Employee's estate, legal representatives or heirs, as appropriate,\nshall succeed to and acquire all rights and benefits that accrued to the\nEmployee pursuant to, and in accordance with, the terms of this Agreement.\n\n            8.2   The Company shall have the right to assign this Agreement to\nany successor to substantially all of its business or assets, and any such\nsuccessor shall be bound by all of the provisions hereof.\n\n            8.3   Any notice required or permitted by or in connection with\nthis Agreement shall be in writing and shall be made by hand delivery, by\nFederal Express, or other similar overnight delivery service, or by certified\nmail, unrestricted delivery, return receipt requested, postage prepaid,\naddressed to the addressee at the appropriate address set forth below or to\nsuch other address as may be hereafter specified by written notice by the\naddressee to the other party to this Agreement. Notice shall be considered\ngiven as of the date of the hand delivery, one (1) calendar day after delivery\nto Federal Express or similar overnight delivery service, or three (3) calendar\ndays after the date of mailing, independent of the date of actual delivery or\nwhether delivery is ever in fact made.\n\n                                      -4-\n\n   5\n\n\n\n\nIf to the Company:                  Sequoia Software Corporation\n                                    5457 Twin Knolls Road\n                                    Suite 310\n                                    Columbia, Maryland 21045\n                                    Attention: Board of Directors\n\nIf to the Employee:                 Mark A. Wesker\n                                    c\/o Sequoia Software Corporation\n                                    5457 Twin Knolls Road\n                                    Suite 310\n                                    Columbia, Maryland 21045\n\n            8.4   This Agreement may not be changed, amended, terminated or\nsuperseded orally, but only by an agreement in writing, nor may any of the\nprovisions hereof be waived orally, but only by an instrument in writing, in\nany such case signed by the party against whom enforcement of any change,\namendment, termination, waiver, modification, extension or discharge is sought.\n\n            8.5   Except as otherwise provided herein, this Agreement shall be\ngoverned by and construed and enforced in accordance with the laws of the State\nof Maryland, without giving any effect to the principles of conflicts of laws.\n\n            8.6   All descriptive headings and captions of the several sections\nof this Agreement are inserted for convenience only and do not constitute a\npart of this Agreement.\n\n            8.7   If any provision of this Agreement, or part thereof, is held\nto be unenforceable, the remainder of this Agreement and provision, as the case\nmay be, shall nevertheless remain in full force and effect.\n\n            8.8   Each of the parties hereto shall, at any time and from time\nto time hereafter, upon the reasonable request of the other, take such further\nactions and execute, acknowledge and deliver all such instruments of further\nassurance as necessary to carry out the provisions of this Agreement.\n\n            8.9   This Agreement contains the entire agreement and\nunderstanding between the Company and the Employee with respect to the subject\nmatter hereof and supersedes all prior understandings and agreements, including\nany prior employment contract or agreement, whether oral or written, between\nthe parties hereto with respect to the specific subject matter hereof. No\nrepresentations or warranties of any kind or nature relating to the Company or\nits affiliates or their respective businesses, assets, liabilities, operations,\nfuture plans or prospects have been made by or on behalf of the Company to the\nEmployee; nor have any representations or warranties of any kind\n\n                                      -5-\n\n   6\n\nor nature been made by the Employee to the Company, except as expressly set\nforth in this Agreement.\n\n      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of\nthe date hereinabove written.\n\n                                    THE COMPANY:\n\n                                    SEQUOIA SOFTWARE CORPORATION\n\n                                    By:   \/s\/ Richard C. Faint, Jr.\n                                          --------------------------------------\n                                          Name: Richard C. Faint, Jr.\n                                               ---------------------------------\n                                          Title: Chief Executive Officer\n                                                --------------------------------\n\n                                    THE EMPLOYEE:\n                                    \/s\/ Mark A. Wesker\n                                    --------------------------------------------\n\n                                      -6-\n\n   7\n\n                                                                       EXHIBIT A\n\n                              EMPLOYEE INVENTION,\n                                 ASSIGNMENT AND\n                           CONFIDENTIALITY AGREEMENT\n\n      In consideration, and as a condition of my employment with Sequoia\nSoftware Corporation, a Maryland corporation (the \"COMPANY\"), I hereby\nrepresent to, and agree with the Company as follows:\n\n      1.    Purpose of Agreement. I understand that the Company is or will be\nengaged in a continuous program of research, development, production and\nmarketing in connection with its business and that it is critical for the\nCompany to preserve and protect its \"Confidential Information\" (as defined in\nSection 6 below), its rights in \"Inventions\" (as defined in Section 2 below)\nand in all related intellectual property rights. Accordingly, I am entering\ninto this Employee Invention Assignment and Confidentiality Agreement (the\n\"AGREEMENT\") as a condition of my employment with the Company, whether or not I\nam expected to create inventions of value for the Company.\n\n      2.    Disclosure of Inventions. I will promptly disclose in confidence to\nthe Company all inventions, improvements, designs, original works of\nauthorship, formulas, processes, compositions of matter, computer software\nprograms, Internet products and services, e-commerce products and services,\ne-entertainment products and services, databases, mask works and trade secrets\n(the \"INVENTIONS\") that I make or conceive or first reduce to practice or\ncreate, either alone or jointly with others, during the period of my\nemployment, whether or not in the course of my employment, and whether or not\nsuch Inventions are patentable, copyrightable or protectible as trade secrets.\n\n      3.    Work for Hire; Assignment of Inventions. I acknowledge and agree\nthat any copyrightable works prepared by me within the scope of my employment\nare \"works for hire\" under the Copyright Act and that the Company will be\nconsidered the author and owner of such copyrightable works. I agree that all\nInventions that (i) are developed using equipment, supplies, facilities or\ntrade secrets of the Company, (ii) result from work performed by me for the\nCompany, or (iii) relate to the Company's business or current or anticipated\nresearch and development, will be the sole and exclusive property of the\nCompany and are hereby irrevocably assigned by me to the Company from the\nmoment of their creation and fixation in tangible media.\n\n      4.    Assignment of Other Rights. In addition to the foregoing assignment\nof Inventions to the Company, I hereby irrevocably transfer and assign to the\nCompany: (i) all worldwide patents, patent applications, copyrights, mask\nworks, trade secrets and other intellectual property rights in any Invention;\nand (ii) any and all \"Moral Rights\" (as defined\n\n   8\n\n\nbelow) that I may have in or with respect to any Invention. I also hereby\nforever waive and agree never to assert any and all Moral Rights I may have in\nor with respect to any Invention, even after termination of my work on behalf\nof the Company. \"MORAL RIGHTS\" mean any rights to claim authorship of an\nInvention, to object to or prevent the modification of any Invention, or to\nwithdraw from circulation or control the publication or distribution of any\nInvention, and any similar right, existing under judicial or statutory law of\nany country in the world, or under any treaty, regardless of whether or not\nsuch right is denominated or generally referred to as a \"moral right.\"\n\n      5.    Assistance. I agree to assist the Company in every proper way to\nobtain for the Company and enforce patents, copyrights, mask work rights, trade\nsecret rights and other legal protections for the Company's Inventions in any\nand all countries. I will execute any documents that the Company may reasonably\nrequest for use in obtaining or enforcing such patents, copyrights, mask work\nrights, trade secrets and other legal protections. My obligations under this\nsection will continue beyond the termination of my employment with the Company,\nprovided that the Company will compensate me at a reasonable rate after such\ntermination for time or expenses actually spent by me at the Company's request\non such assistance. I appoint the Secretary of the Company as my\nattorney-in-fact to execute documents on my behalf for this purpose.\n\n      6.    Confidentiality Obligations.\n\n            6.1   Acknowledgement. I understand that my employment by the\nCompany creates a relationship of confidence and trust with respect to any\ninformation of a confidential or secret nature that may be disclosed to me by\nthe Company that relates to the business of the Company or to any parent,\nsubsidiary, affiliate, customer, consultant or supplier of the Company or any\nother party with whom the Company or any other party with whom the Company\nagrees to hold such information (including any and all copies thereof) of such\nparty in confidence (the \"CONFIDENTIAL INFORMATION\"). Such Confidential\nInformation is defined more specifically in Section 6.3 below.\n\n            6.2   Obligations. I agree to take the following steps to preserve\nthe confidential and proprietary nature of Confidential Information:\n\n                  (a)   Non-Disclosure. At all times both during and after my\nemployment with Company, I will not use, disclose or transfer any of the\nConfidential Information other than as authorized by Company, except as may be\nnecessary to perform my duties as an employee of the Company for the benefit of\nthe Company. I understand that I am not allowed to sell, license or otherwise\nexploit any products (including software or content in any form) which embody\nor otherwise exploit in whole or in part any Confidential Information.\n\n                  (b)   Disclosure Prevention.     I will take all reasonable\nprecautions to prevent the inadvertent or accidental exposure of Confidential\nInformation.\n\n                                      -2-\n\n   9\n\n                  (c)   Removal. I will not remove any Confidential Information\nfrom Company's premises or make copies of such materials except for use in\nCompany's business.\n\n                  (d)   Return. I will return promptly to Company all\nConfidential Information and copies thereof at any time upon the request of\nCompany, in any event and without such request, prior to the termination of my\nemployment by Company. I agree not to retain any tangible or intangible copies\nof any Confidential Information after my termination of employment for any\nreason. Upon termination of my employment, I will not take with me any\ndocuments or materials or copies thereof containing any Confidential\nInformation.\n\n            6.3   Confidential Information. The following materials and\ninformation (including any and all copies thereof), whether having existed, now\nexisting, or to be developed or created during the term of my employment by\nCompany (herein referred to collectively as the \"Confidential Information\")\nwhether tangible or intangible, and whether or how stored, compiled or\nmemorialized physically, electronically, graphically, photographically or in\nwriting, are covered by this Agreement and acknowledged by me to be valuable,\nspecial and unique assets of Company the disclosure of which, may be materially\ndamaging.\n\n                  (a)   Software. All information relating to existing software\nproducts and software in various stages of research and development which are\nnot generally known to the public or within the Internet industry or trade in\nwhich Company competes (such as know-how, Inventions, design specifications,\nalgorithms, technical formulas, engineering data, benchmark test results,\nsearch engines, Internet and e-commerce tools, methodologies, procedures,\ntechniques, and information processing processes) and the physical embodiments\nof such information (such as drawings, specification sheets, design notes,\nsource code, object code, HTML code, XML code, scripts, applets, load modules,\nschematics, flow charts, logic diagrams, procedural diagrams, coding sheets,\nwork sheets, documentation, annotations, printouts, studies, manuals, proposals\nand any other written or machine-readable manuals, proposals and any other\nwritten or machine readable expressions of such information as are fixed in any\ntangible media).\n\n                  (b)   Other Products and Services. All information relating\nto consulting, Inventions, entertainment content, research and development and\nother proprietary products or services, whether existing or in various stages\nof research and development, which are not generally known to the public or\nwithin the Internet industry or trade in which Company competes (such as\nknow-how, content, specifications, technical data, engineering data, processes,\ntechniques, methodologies, and strategies) and the physical embodiments of such\ninformation (such as drawings, schematics, data files, video, text, pictures,\nsound, graphics, specification sheets, instructor manuals, course materials,\ntraining aids, video cassettes, transparencies, slides, taped recordings of\npresentations, proposals, printouts, studies, contracts, maintenance manuals,\ndocumentation, and any other written or machine-readable expressions of such\ninformation as are fixed in any tangible media).\n\n                  (c)   Business Procedures. All information concerning or\nrelating to the way Company conducts its business which is not generally known\nto the public or within the Internet industry (such as internal business\nprocedures, controls, internal telephone numbers,\n\n                                      -3-\n\n   10\n\nplans, licensing techniques and practices, supplier, subcontractor, consultant,\nand prime contractor names and contracts and other vendor information, computer\nsystem passwords and other computer security controls, financial information,\ndistributor information, and employee data) and the physical embodiments of\nsuch information (such as check lists, samples, services and operational\nmanuals, contracts, proposals, print-outs, correspondence, forms, listings,\nledgers, financial statements, financial reports, financial and operational\nanalyses, financial and operational studies, management reports of every kind,\ndatabases, personnel records pertaining to employees other than myself, and any\nother written or machine-readable expressions of such information as are fixed\nin any tangible media).\n\n                  (d)   Marketing Plans and Customer Lists. All information\npertaining to Company's marketing plans and strategies; forecasts and\nprojections; marketing practices, procedures and policies; financial data;\ndiscounts; margins; costs; credit terms; pricing practices, procedures and\npolicies; domain names; goals and objectives; quoting practices, procedures and\npolicies; and customer data including customer lists, contracts,\nrepresentatives, requirements and needs, specifications, data provided by or\nabout prospective existing or past customers and contract terms applicable to\nsuch customers and Web site visitor data, and the physical embodiments of such\ninformation (such as license agreements, customer lists, print-outs, databases,\nmarketing plans, marketing reports, strategic business plans, marketing\nanalyses and management reports, seminar and class attendee rosters, trade show\nor exhibit attendee listings, listings of potential customers and leads, and\nany other written or machine-readable expressions of such information as are\nfixed in any tangible media).\n\n                  (e)   Not Generally Known. Any information in addition to the\nforegoing which is not generally known to the public or within the Internet or\nsoftware industry or trade in which Company competes, and the physical\nembodiments of such information in any tangible form, whether written or\nmachine-readable in nature.\n\n            6.4   General Knowledge. The general skills, knowledge and\nexperience gained during my employment with Company, and information publicly\navailable or generally known within the industry or trade in which Company\ncompetes, is not considered Confidential Information. Also, upon termination of\nmy employment with Company, I shall not, subject to the provisions of Section 7\nbelow, be restricted from working with a person or entity which has\nindependently developed information or materials similar to Confidential\nInformation as long as I comply with my continuing obligations under this\nAgreement.\n\n            6.5   Information Disclosed Remains Property of Company. I agree\nand acknowledge that all ideas, concepts, information, and written material\ndisclosed to me by Company, or acquired from a customer or prospective customer\nof Company are and shall remain the sole and exclusive property and\nConfidential Information of Company or such customers, and are disclosed in\nconfidence by Company or permitted to be acquired from such customers in\nreliance on my agreement to maintain them in confidence and not to use or\ndisclose them to any other person except in furtherance of Company's business\nand for Company's benefit.\n\n                                      -4-\n\n   11\n\n      7.    Non-Competition  Covenant.\n\n            7.1   Competitor Defined. The term \"COMPETITOR\" shall refer to any\nperson, firm, corporation, partnership or other business entity engaged in or\nabout to become engaged in the production, licensing, sale or marketing of any\nproduct or service or planned business of Company:\n\n                  (a)   which is similar to or directly competitive with\n                  Company's proprietary Internet, e-commerce or software,\n                  research and development or development of any product or\n                  service of Company with which I have been directly concerned\n                  through my work for Company during the preceding two (2)\n                  years; or\n\n                  (b)   with respect to which I have acquired Confidential\n                  Information.\n\n            7.2   Restrictive Covenant. As a material inducement to Company to\nenter into this Agreement, I covenant and agree that without the Company's\nprior written consent, during my employment with Company and for a period of\none (1) year following the termination of my employment, whether such\ntermination be with or without cause, I shall not enter the employ of any\nCompetitor, nor engage during such period, directly or indirectly, voluntarily\nor involuntarily, as principal, agent, officer, employee or otherwise, anywhere\nin the United States, in any actions to solicit, divert or take away any\ncustomer or supplier of Company, or provide services to, or assist in any\nmanner any Competitor, or otherwise compete with Company in the sale or\nlicensing, of any products or services competitive with the game, Internet,\ne-commerce or e-entertainment products or services developed or marketed by\nCompany in the United States.\n\n            Notwithstanding the foregoing, I shall retain the right to invest\nin or have an interest in entities traded on any public market or offered by\nany national brokerage house, provided that said interest does not exceed one\npercent (1%) of the voting control of said entity. In addition, I may make\npassive investments in privately held entities that are determined by the Board\nof Directors of the Company not to be competitors of the Company.\n\n            7.3   Employee's Acknowledgements and Agreements. I acknowledge\nthat the covenant in Section 7.2 has a unique, very substantial and\nimmeasurable value to Company. I acknowledge and agree that the Internet,\ne-commerce and software products and services developed by Company are or are\nintended to be marketed and licensed to customers worldwide. I further\nacknowledge and agree to the reasonableness of this covenant not to compete and\nthe reasonableness of the geographic area and duration of time which are a part\nof said covenant. I also acknowledge and agree that this covenant will not\nimpair me from becoming gainfully employed, or otherwise earning a livelihood\nfollowing termination of employment with Company.\n\n      8.    Non-Solicitation. I agree that any attempt on my part to induce\nothers to leave Company's employ, or any effort by me to interfere with\nCompany's relationship with its other employees would be harmful and damaging\nto Company. I agree that during employment and\n\n                                      -5-\n\n   12\n\nfor a period of two (2) years thereafter, I will not in any way, directly or\nindirectly (i) induce or attempt to induce any employee of Company to quit\nemployment with Company; (ii) otherwise interfere with or disrupt Company's\nrelationship with its employees; (iii) solicit, entice, or hire away any\nemployee of Company; or (iv) hire or engage any employee of Company or any\nformer employee of Company whose employment with Company ceased less than one\n(1) year before the date of such hiring or engagement.\n\n      9.    Project Completion. I agree to give Company at least thirty (30)\ndays prior written notice of termination to minimize any adverse effect on\nCompany for any project in which I might be involved on behalf of Company. I\nagree to use my best efforts prior to termination to complete any project then\nassigned to me to the reasonable satisfaction of the Company, and to be\navailable thereafter as reasonably required to assist with a transition and to\nanswer questions explaining the work done by me prior to termination.\n\n      10.   Notification. I hereby authorize the Company to notify my actual or\nfuture employers of the terms of this Agreement and my responsibilities\nhereunder.\n\n      11.   Name and Likeness Rights. I hereby authorize the Company to use,\nreuse, and to grant others the right to use and reuse my name, photograph,\nlikeness (including caricature), voice, and biographical information, and any\nreproduction or simulation thereof, in any media now known or hereafter\ndeveloped (including, but not limited to, film, video and digital or other\nelectronic media), both during and after my employment, for whatever purposes\nthe Company deems necessary.\n\n      12.   Injunctive Relief. I agree that damages in the event of any breach\nor threatened breach of this Agreement by me would be difficult to ascertain\nand that the Company may suffer irreparable harm. I therefore agree that,\nnotwithstanding anything in this Agreement to the contrary, the Company, in\naddition to and without limiting any other remedy or right it may have, shall\nhave the right to an injunction or other equitable relief in any court of\ncompetent jurisdiction enjoining any such breach. I hereby waive any and all\ndefenses I may have on the ground of lack of jurisdiction or competence of the\ncourt to grant such an injunction or other equitable relief. The existence of\nthis right shall not preclude any other rights and remedies at law or in equity\nwhich the Company may have.\n\n      13.   Assignment. My rights, interest and benefits hereunder shall not be\nassigned, transferred, pledged, or hypothecated in any way by me. The rights\nand obligations of the Company under this Agreement shall inure to the benefit\nof and be binding upon the successors of Company. If Company shall at any time\nbe merged or consolidated with or into another corporation, or if substantially\nall the assets of Company are transferred to another corporation, the\nprovisions of this Agreement shall be binding on and shall inure to the benefit\nof the corporation resulting from such merger or consolidation or to which such\nassets shall be transferred.\n\n      14.   Governing Law; Severability. This Agreement will be governed and\ninterpreted in accordance with the internal laws of the State of Maryland,\nwithout regard to or application of\n\n                                      -6-\n\n   13\n\nchoice-of-law rules or principles. In the event that any provision of this\nAgreement is found by a court, arbitrator or other tribunal to be illegal,\ninvalid or unenforceable, then such provision shall not be voided, but shall be\nenforced to the maximum extent permissible under applicable law, and the\nremainder of this Agreement shall remain in full force and effect.\n\n      15.   Forum Selection. The parties agree that any legal proceeding,\ncommenced by one party against the other, shall be brought in any state or\nFederal court having proper jurisdiction, within the State of Maryland. Both\nparties submit to such jurisdiction, and waive any objection to venue and\/or\nclaim of inconvenient forum.\n\n      16.   No Breach of Prior Agreement. I represent that my performance of\nall the terms of this Agreement and my duties as an employee of the Company\nwill not breach any invention assignment, proprietary information,\nconfidentiality or similar agreement with any former employer or other party. I\nrepresent that I will not bring with me to the Company or use in the\nperformance of my duties for the Company any documents or materials or\nintangibles of a former employer or third party that are not generally\navailable to the public or have not been legally transferred to the Company.\n\n      17.   Counterparts. This Agreement may be executed in two or more\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument.\n\n      18.   Headings. The captions and headings of this Agreement are included\nfor ease of reference only and will be disregarded in interpreting or\nconstruing this Agreement. All references herein to sections will refer to\nsections of this Agreement.\n\n      19.   Entire Agreement. This Agreement constitutes the entire agreement\nand understanding of the parties with respect to the subject matter of this\nAgreement, and supersedes all prior understandings and agreements, whether oral\nor written, between the parties hereto with respect to the specific subject\nmatter hereof.\n\nSEQUOIA SOFTWARE CORPORATION              EMPLOYEE\n\nBy: \/s\/ Richard C. Faint, Jr.             \/s\/ Mark A. Wesker\n   ---------------------------------      --------------------------------------\n                                          Signature\n\nName: Richard C. Faint, Jr.               Mark A. Wesker\n     -------------------------------      --------------------------------------\n                                          Name (Please print)\n\nTitle: Chief Executive Officer\n      ------------------------------\n\n\n                                      -7-\n\n\n<type>EX-10.6\n<sequence>13\n<description>EMPLOYMENT AGREEMENT BETWEEN SEQUOIA &amp; A. SETHI\n\n   1\n                                                                  Exhibit 10.6\n                   AMENDED AND RESTATED EMPLOYMENT AGREEMENT\n\n      THIS EMPLOYMENT AGREEMENT (the \"Agreement\") is made this 1st day of\nJanuary, 2000, by and between SEQUOIA SOFTWARE CORPORATION, a Maryland\ncorporation (the \"Company\"), and ANIL SETHI (the \"Employee\").\n\n      IN CONSIDERATION OF the mutual covenants and agreements hereinafter set\nforth, the parties hereto hereby agree as follows:\n\n      1.    Employment.\n\n      The Company hereby employs the Employee, and the Employee hereby accepts\nemployment with the Company, upon the terms and conditions hereinafter set\nforth.\n\n      2.    Term.\n\n      Unless Employee's employment hereunder is terminated earlier pursuant to\nSection 5 of this Agreement, Employee's employment hereunder shall begin on the\ndate hereof and shall expire two (2) years from the date hereof, provided that\nupon the expiration of the first two (2) years of such employment, the\nEmployee's employment hereunder shall continue for additional consecutive\nextension terms of one (1) year each until either party gives notice of\ntermination to the other at least one hundred eighty (180) days prior to end of\nthe then current term. The term of employment described in the immediately\npreceding sentence, including any extensions but without giving effect to any\nearlier termination provided for under Section 5 of this Agreement, is\nhereinafter described as the \"Contract Term.\" The period of time during which\nthe Employee actually is employed hereunder, giving effect to any termination\nof employment under Section 5 of this Agreement, is hereinafter described as\nthe \"Term.\"\n\n      3.    Duties and Responsibilities.\n\n            3.1   During the Term, the Employee shall devote his full attention\nand expend his best efforts, energies, and skills, on a full-time basis, to the\nbusiness of the Company and any corporation, partnership or other entity\ncontrolled by the Company (each, a \"Subsidiary\"). For purposes of this\nAgreement, the term the \"Company\" shall mean the Company and all Subsidiaries.\n\n            3.2   During the Term, the Employee shall serve as the Chief\nTechnical Officer of the Company. In the performance of all of his\nresponsibilities as Chief Technical Officer hereunder, the Employee shall be\nsubject to all of the Company's policies, rules and regulations applicable to\nits employees of comparable status, shall report directly to, and be subject to\nthe direction and control of, the Chief Executive Officer of the Company, and\nshall perform such duties as shall reasonably be assigned to him by the Chief\nExecutive Officer and are consistent with those duties assigned employees of\ncomparable status. In performing such duties, the Employee will be subject to\nand abide by, and will cause employees of the Company to be subject to and\nabide by, all policies and procedures developed by senior management of the\nCompany. During the Term, the Employee\n\n   2\n\n\nshall be based in offices located within a radius of forty-five (45) miles of\nthe Baltimore, Maryland city center, and, other than business travel of\nreasonable amounts and duration, Employee shall not be required to perform\nservices outside of the greater Baltimore, Maryland metropolitan area.\n\n            3.3   In order to induce the Company to enter into this Agreement,\nthe Employee represents and warrants to the Company that (a) the Employee is\nnot a party or subject to any employment agreement or arrangement with any\nother person, firm, company, corporation or other business entity, and (b) the\nEmployee is subject to no restraint, limitation or restriction by virtue of any\nlaw, any contract or otherwise which would impair the Employee's right or\nability (i) to enter the employ of the Company, or (ii) to perform fully his\nduties and obligations pursuant to this Agreement.\n\n      4.    Compensation and Benefits.\n\n            4.1   For all services rendered by the Employee under this\nAgreement, the Company shall pay or cause to be paid to the Employee, and the\nEmployee shall accept, the Base Salary (as such term is hereinafter defined in\nthis Article 4) and participation in the Sequoia Software Corporation 2000\nStock Incentive Plan, all in accordance with and subject to the terms of this\nAgreement. The term \"Compensation\" shall mean the Base Salary and participation\nin the Sequoia Software Corporation 2000 Stock Incentive Plan.\n\n            4.2   During the Term, the Company shall pay the Employee a \"Base\nSalary\" at an annual rate of One Hundred Twenty-Five Thousand Dollars\n($125,000), payable in installments in accordance with the Company's regular\npayroll practices and subject to all withholding required by law. The Board of\nDirectors of the Company shall review the Base Salary of the Employee at least\nannually and may grant increases thereto in its sole discretion.\n\n            4.3   During the Employee's employment under this Agreement, the\nEmployee shall be eligible to participate in the Sequoia Software Corporation\n2000 Stock Incentive Plan, and other stock plans as may be maintained by the\nCompany from time to time, in whole or in part. The Employee's awards under\nsuch stock plans shall be determined by the Company, the Board of Directors or\nsuch person or administrative body as provided under such plans.\n\n            4.4   During the Term, the Employee shall be entitled to (i)\nparticipation in such employee retirement, and welfare benefit plans, programs,\npolicies and arrangements as maintained by the Company from time to time, in\nwhole or in part, for employees of his level; subject to, and to the extent\nthat, the Employee is eligible under such benefit plans in accordance with\ntheir respective terms (ii) paid vacation, holidays, leave of absence, leave\nfor illness, funeral leave and temporary disability leave in accordance with\nthe policies of the Company; and (iii) perquisites as from time to time\nprovided by the Company to employees of his level.\n\n            4.5   During the Term, the Employee is authorized to incur\nreasonable expenses in the performance of his duties hereunder. The Company\nshall reimburse the Employee for all such\n\n                                      -2-\n\n   3\n\nexpenses upon the presentation by the Employee, not less frequently than\nmonthly, of signed, itemized accounts of such expenditures and vouchers, all in\naccordance with the Company's procedures and policies as adopted and in effect\nfrom time to time and applicable to its employees of comparable status.\n\n      5.    Termination.\n\n            5.1   The Company may terminate the Employee's employment under\nthis Agreement at any time for Cause. \"Cause\" shall exist for such termination\nif Employee (i) is adjudicated guilty of a felony by a court of competent\njurisdiction, (ii) commits any act of fraud or intentional misrepresentation,\n(iii) has materially breached any covenant set forth in this Agreement or\nwillfully violated any direction of the Board of Directors of the Company,\nwhich breach or willful violation the Employee has not cured within thirty (30)\ndays following notice by the Board of Directors to the Employee of the breach\nor willful violation, or (iv) has made any material misrepresentation to the\nCompany under Section 3.3 hereof.\n\n            5.2   The Company may terminate the Employee's employment under\nthis Agreement at any time without Cause. If the Company breaches any term of\nthis Agreement and fails to cure such breach within thirty (30) days of notice\nof such breach from the Employee, and if Employee terminates his employment\nwith the Company within thirty (30) days after the period for the cure of the\nbreach by the Company expires, the Company shall be deemed to have terminated\nthe Employee's employment hereunder without Cause.\n\n            5.3   The Employee may voluntarily terminate his employment under\nthis Agreement at any time. For the purposes of this Agreement, if the Employee\nterminates his employment under this Agreement pursuant to the second sentence\nof Section 5.2 above, he shall not be deemed to have terminated such employment\nunder this Section 5.3.\n\n            5.4   The election of the Company to give notice in accordance with\nSection 2 above that the Employee's employment hereunder will not be extended\nfor an additional one (1) year term shall not constitute a termination of the\nEmployee's employment hereunder by the Company without Cause for the purposes\nof Section 5.2 above.\n\n      6.    Severance Payments.\n\n      If the Employee's employment under this Agreement is terminated during\nthe Term of the Agreement by the Company without Cause, the Employee shall be\nentitled to continuation in payment of his Base Salary, at the rate in effect\nimmediately before the date of termination, for a period equal to the greater\nof (a) the period from the day after his last day of employment hereunder\nthrough the last day of the Term of this Agreement, or (b) one (1) year,\nprovided that the Employee (i) honors the restrictive covenants as provided in\nSection 7 of this Agreement and (ii) executes a release of all claims arising\nfrom his employment by the Company, in such form as may then be used by the\nCompany respecting termination of employees.\n\n                                      -3-\n\n   4\n\n      7.    Restrictive Covenants.\n\n      The Employee shall execute and be bound by the Employee Invention,\nAssignment and Confidentiality Agreement, which is attached hereto as Exhibit\nA. The Employee agrees that the Employee Invention, Assignment and\nConfidentiality Agreement constitutes a separate agreement independently\nsupported by good and adequate consideration and, notwithstanding anything in\nthis Agreement to the contrary, shall be severable from the other provisions\nof, and shall survive, this Agreement.\n\n      8.    Miscellaneous.\n\n            8.1   This Agreement is a personal contract, and the rights and\ninterests of the Employee hereunder may not be sold, transferred, assigned,\npledged or hypothecated except as otherwise expressly permitted by the\nprovisions of this Agreement. The Employee shall not under any circumstances\nhave any option or right to require payment hereunder otherwise than in\naccordance with the terms hereof. Except as otherwise expressly provided\nherein, the Employee shall not have any power of anticipation, alienation or\nassignment of payments contemplated hereunder, and all rights and benefits of\nthe Employee shall be for the sole personal benefit of the Employee, and no\nother person shall acquire any right, title or interest hereunder by reason of\nany sale, assignment, transfer claim or judgment or bankruptcy proceedings\nagainst the Employee; provided, however, that in the event of the Employee's\ndeath, the Employee's estate, legal representatives or heirs, as appropriate,\nshall succeed to and acquire all rights and benefits that accrued to the\nEmployee pursuant to, and in accordance with, the terms of this Agreement.\n\n            8.2   The Company shall have the right to assign this Agreement to\nany successor to substantially all of its business or assets, and any such\nsuccessor shall be bound by all of the provisions hereof.\n\n            8.3   Any notice required or permitted by or in connection with\nthis Agreement shall be in writing and shall be made by hand delivery, by\nFederal Express, or other similar overnight delivery service, or by certified\nmail, unrestricted delivery, return receipt requested, postage prepaid,\naddressed to the addressee at the appropriate address set forth below or to\nsuch other address as may be hereafter specified by written notice by the\naddressee to the other party to this Agreement. Notice shall be considered\ngiven as of the date of the hand delivery, one (1) calendar day after delivery\nto Federal Express or similar overnight delivery service, or three (3) calendar\ndays after the date of mailing, independent of the date of actual delivery or\nwhether delivery is ever in fact made.\n\n                                      -4-\n\n   5\n\n\n\n\nIf to the Company:                  Sequoia Software Corporation\n                                    5457 Twin Knolls Road\n                                    Suite 310\n                                    Columbia, Maryland 21045\n                                    Attention: Board of Directors\n\nIf to the Employee:                 Anil Sethi\n                                    c\/o Sequoia Software Corporation\n                                    5457 Twin Knolls Road\n                                    Suite 310\n                                    Columbia, Maryland 21045\n\n            8.4   This Agreement may not be changed, amended, terminated or\nsuperseded orally, but only by an agreement in writing, nor may any of the\nprovisions hereof be waived orally, but only by an instrument in writing, in\nany such case signed by the party against whom enforcement of any change,\namendment, termination, waiver, modification, extension or discharge is sought.\n\n            8.5   Except as otherwise provided herein, this Agreement shall be\ngoverned by and construed and enforced in accordance with the laws of the State\nof Maryland, without giving any effect to the principles of conflicts of laws.\n\n            8.6   All descriptive headings and captions of the several sections\nof this Agreement are inserted for convenience only and do not constitute a\npart of this Agreement.\n\n            8.7   If any provision of this Agreement, or part thereof, is held\nto be unenforceable, the remainder of this Agreement and provision, as the case\nmay be, shall nevertheless remain in full force and effect.\n\n            8.8   Each of the parties hereto shall, at any time and from time\nto time hereafter, upon the reasonable request of the other, take such further\nactions and execute, acknowledge and deliver all such instruments of further\nassurance as necessary to carry out the provisions of this Agreement.\n\n            8.9   This Agreement contains the entire agreement and\nunderstanding between the Company and the Employee with respect to the subject\nmatter hereof and supersedes all prior understandings and agreements, including\nany prior employment contract or agreement, whether oral or written, between\nthe parties hereto with respect to the specific subject matter hereof. No\nrepresentations or warranties of any kind or nature relating to the Company or\nits affiliates or their respective businesses, assets, liabilities, operations,\nfuture plans or prospects have been made by or on behalf of the Company to the\nEmployee; nor have any representations or warranties of any kind\n\n                                      -5-\n\n   6\n\nor nature been made by the Employee to the Company, except as expressly set\nforth in this Agreement.\n\n      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of\nthe date hereinabove written.\n\n                                    THE COMPANY:\n\n                                    SEQUOIA SOFTWARE CORPORATION\n\n                                    By:   \/s\/ Richard C. Faint, Jr.\n                                          --------------------------------------\n                                          Name: Richard C. Faint, Jr.\n                                               ---------------------------------\n                                          Title: Chief Executive Officer\n                                                 -------------------------------\n\n                                    THE EMPLOYEE:       \n                                    \/s\/ Anil Sethi\n                                    --------------------------------------------\n\n                                      -6-\n\n   7\n                                                                       EXHIBIT A\n\n                              EMPLOYEE INVENTION,\n                                 ASSIGNMENT AND\n                           CONFIDENTIALITY AGREEMENT\n\n      In consideration, and as a condition of my employment with Sequoia\nSoftware Corporation, a Maryland corporation (the \"COMPANY\"), I hereby\nrepresent to, and agree with the Company as follows:\n\n      1.    Purpose of Agreement. I understand that the Company is or will be\nengaged in a continuous program of research, development, production and\nmarketing in connection with its business and that it is critical for the\nCompany to preserve and protect its \"Confidential Information\" (as defined in\nSection 6 below), its rights in \"Inventions\" (as defined in Section 2 below)\nand in all related intellectual property rights. Accordingly, I am entering\ninto this Employee Invention Assignment and Confidentiality Agreement (the\n\"AGREEMENT\") as a condition of my employment with the Company, whether or not I\nam expected to create inventions of value for the Company.\n\n      2.    Disclosure of Inventions. I will promptly disclose in confidence to\nthe Company all inventions, improvements, designs, original works of\nauthorship, formulas, processes, compositions of matter, computer software\nprograms, Internet products and services, e-commerce products and services,\ne-entertainment products and services, databases, mask works and trade secrets\n(the \"INVENTIONS\") that I make or conceive or first reduce to practice or\ncreate, either alone or jointly with others, during the period of my\nemployment, whether or not in the course of my employment, and whether or not\nsuch Inventions are patentable, copyrightable or protectible as trade secrets.\n\n      3.    Work for Hire; Assignment of Inventions. I acknowledge and agree\nthat any copyrightable works prepared by me within the scope of my employment\nare \"works for hire\" under the Copyright Act and that the Company will be\nconsidered the author and owner of such copyrightable works. I agree that all\nInventions that (i) are developed using equipment, supplies, facilities or\ntrade secrets of the Company, (ii) result from work performed by me for the\nCompany, or (iii) relate to the Company's business or current or anticipated\nresearch and development, will be the sole and exclusive property of the\nCompany and are hereby irrevocably assigned by me to the Company from the\nmoment of their creation and fixation in tangible media.\n\n      4.    Assignment of Other Rights. In addition to the foregoing assignment\nof Inventions to the Company, I hereby irrevocably transfer and assign to the\nCompany: (i) all worldwide patents, patent applications, copyrights, mask\nworks, trade secrets and other intellectual property rights in any Invention;\nand (ii) any and all \"Moral Rights\" (as defined\n\n   8\n\nbelow) that I may have in or with respect to any Invention. I also hereby\nforever waive and agree never to assert any and all Moral Rights I may have in\nor with respect to any Invention, even after termination of my work on behalf\nof the Company. \"MORAL RIGHTS\" mean any rights to claim authorship of an\nInvention, to object to or prevent the modification of any Invention, or to\nwithdraw from circulation or control the publication or distribution of any\nInvention, and any similar right, existing under judicial or statutory law of\nany country in the world, or under any treaty, regardless of whether or not\nsuch right is denominated or generally referred to as a \"moral right.\"\n\n      5.    Assistance. I agree to assist the Company in every proper way to\nobtain for the Company and enforce patents, copyrights, mask work rights, trade\nsecret rights and other legal protections for the Company's Inventions in any\nand all countries. I will execute any documents that the Company may reasonably\nrequest for use in obtaining or enforcing such patents, copyrights, mask work\nrights, trade secrets and other legal protections. My obligations under this\nsection will continue beyond the termination of my employment with the Company,\nprovided that the Company will compensate me at a reasonable rate after such\ntermination for time or expenses actually spent by me at the Company's request\non such assistance. I appoint the Secretary of the Company as my\nattorney-in-fact to execute documents on my behalf for this purpose.\n\n      6.    Confidentiality Obligations.\n\n            6.1   Acknowledgement. I understand that my employment by the\nCompany creates a relationship of confidence and trust with respect to any\ninformation of a confidential or secret nature that may be disclosed to me by\nthe Company that relates to the business of the Company or to any parent,\nsubsidiary, affiliate, customer, consultant or supplier of the Company or any\nother party with whom the Company or any other party with whom the Company\nagrees to hold such information (including any and all copies thereof) of such\nparty in confidence (the \"CONFIDENTIAL INFORMATION\"). Such Confidential\nInformation is defined more specifically in Section 6.3 below.\n\n            6.2   Obligations. I agree to take the following steps to preserve\nthe confidential and proprietary nature of Confidential Information:\n\n                  (a)   Non-Disclosure. At all times both during and after my\nemployment with Company, I will not use, disclose or transfer any of the\nConfidential Information other than as authorized by Company, except as may be\nnecessary to perform my duties as an employee of the Company for the benefit of\nthe Company. I understand that I am not allowed to sell, license or otherwise\nexploit any products (including software or content in any form) which embody\nor otherwise exploit in whole or in part any Confidential Information.\n\n                  (b)   Disclosure Prevention.     I will take all reasonable\nprecautions to prevent the inadvertent or accidental exposure of Confidential\nInformation.\n\n                                      -2-\n\n   9\n\n                  (c)   Removal. I will not remove any Confidential Information\nfrom Company's premises or make copies of such materials except for use in\nCompany's business.\n\n                  (d)   Return. I will return promptly to Company all\nConfidential Information and copies thereof at any time upon the request of\nCompany, in any event and without such request, prior to the termination of my\nemployment by Company. I agree not to retain any tangible or intangible copies\nof any Confidential Information after my termination of employment for any\nreason. Upon termination of my employment, I will not take with me any\ndocuments or materials or copies thereof containing any Confidential\nInformation.\n\n            6.3   Confidential Information. The following materials and\ninformation (including any and all copies thereof), whether having existed, now\nexisting, or to be developed or created during the term of my employment by\nCompany (herein referred to collectively as the \"Confidential Information\")\nwhether tangible or intangible, and whether or how stored, compiled or\nmemorialized physically, electronically, graphically, photographically or in\nwriting, are covered by this Agreement and acknowledged by me to be valuable,\nspecial and unique assets of Company the disclosure of which, may be materially\ndamaging.\n\n                  (a)   Software. All information relating to existing software\nproducts and software in various stages of research and development which are\nnot generally known to the public or within the Internet industry or trade in\nwhich Company competes (such as know-how, Inventions, design specifications,\nalgorithms, technical formulas, engineering data, benchmark test results,\nsearch engines, Internet and e-commerce tools, methodologies, procedures,\ntechniques, and information processing processes) and the physical embodiments\nof such information (such as drawings, specification sheets, design notes,\nsource code, object code, HTML code, XML code, scripts, applets, load modules,\nschematics, flow charts, logic diagrams, procedural diagrams, coding sheets,\nwork sheets, documentation, annotations, printouts, studies, manuals, proposals\nand any other written or machine-readable manuals, proposals and any other\nwritten or machine readable expressions of such information as are fixed in any\ntangible media).\n\n                  (b)   Other Products and Services. All information relating\nto consulting, Inventions, entertainment content, research and development and\nother proprietary products or services, whether existing or in various stages\nof research and development, which are not generally known to the public or\nwithin the Internet industry or trade in which Company competes (such as\nknow-how, content, specifications, technical data, engineering data, processes,\ntechniques, methodologies, and strategies) and the physical embodiments of such\ninformation (such as drawings, schematics, data files, video, text, pictures,\nsound, graphics, specification sheets, instructor manuals, course materials,\ntraining aids, video cassettes, transparencies, slides, taped recordings of\npresentations, proposals, printouts, studies, contracts, maintenance manuals,\ndocumentation, and any other written or machine-readable expressions of such\ninformation as are fixed in any tangible media).\n\n                  (c)   Business Procedures. All information concerning or\nrelating to the way Company conducts its business which is not generally known\nto the public or within the Internet industry (such as internal business\nprocedures, controls, internal telephone numbers,\n\n                                      -3-\n\n   10\n\nplans, licensing techniques and practices, supplier, subcontractor, consultant,\nand prime contractor names and contracts and other vendor information, computer\nsystem passwords and other computer security controls, financial information,\ndistributor information, and employee data) and the physical embodiments of\nsuch information (such as check lists, samples, services and operational\nmanuals, contracts, proposals, print-outs, correspondence, forms, listings,\nledgers, financial statements, financial reports, financial and operational\nanalyses, financial and operational studies, management reports of every kind,\ndatabases, personnel records pertaining to employees other than myself, and any\nother written or machine-readable expressions of such information as are fixed\nin any tangible media).\n\n                  (d)   Marketing Plans and Customer Lists. All information\npertaining to Company's marketing plans and strategies; forecasts and\nprojections; marketing practices, procedures and policies; financial data;\ndiscounts; margins; costs; credit terms; pricing practices, procedures and\npolicies; domain names; goals and objectives; quoting practices, procedures and\npolicies; and customer data including customer lists, contracts,\nrepresentatives, requirements and needs, specifications, data provided by or\nabout prospective existing or past customers and contract terms applicable to\nsuch customers and Web site visitor data, and the physical embodiments of such\ninformation (such as license agreements, customer lists, print-outs, databases,\nmarketing plans, marketing reports, strategic business plans, marketing\nanalyses and management reports, seminar and class attendee rosters, trade show\nor exhibit attendee listings, listings of potential customers and leads, and\nany other written or machine-readable expressions of such information as are\nfixed in any tangible media).\n\n                  (e)   Not Generally Known. Any information in addition to the\nforegoing which is not generally known to the public or within the Internet or\nsoftware industry or trade in which Company competes, and the physical\nembodiments of such information in any tangible form, whether written or\nmachine-readable in nature.\n\n            6.4   General Knowledge. The general skills, knowledge and\nexperience gained during my employment with Company, and information publicly\navailable or generally known within the industry or trade in which Company\ncompetes, is not considered Confidential Information. Also, upon termination of\nmy employment with Company, I shall not, subject to the provisions of Section 7\nbelow, be restricted from working with a person or entity which has\nindependently developed information or materials similar to Confidential\nInformation as long as I comply with my continuing obligations under this\nAgreement.\n\n            6.5   Information Disclosed Remains Property of Company. I agree\nand acknowledge that all ideas, concepts, information, and written material\ndisclosed to me by Company, or acquired from a customer or prospective customer\nof Company are and shall remain the sole and exclusive property and\nConfidential Information of Company or such customers, and are disclosed in\nconfidence by Company or permitted to be acquired from such customers in\nreliance on my agreement to maintain them in confidence and not to use or\ndisclose them to any other person except in furtherance of Company's business\nand for Company's benefit.\n\n                                      -4-\n\n   11\n\n      7.    Non-Competition  Covenant.\n\n            7.1   Competitor Defined. The term \"COMPETITOR\" shall refer to any\nperson, firm, corporation, partnership or other business entity engaged in or\nabout to become engaged in the production, licensing, sale or marketing of any\nproduct or service or planned business of Company:\n\n                  (a)   which is similar to or directly competitive with\n                  Company's proprietary Internet, e-commerce or software,\n                  research and development or development of any product or\n                  service of Company with which I have been directly concerned\n                  through my work for Company during the preceding two (2)\n                  years; or\n\n                  (b)   with respect to which I have acquired Confidential\n                  Information.\n\n            7.2   Restrictive Covenant. As a material inducement to Company to\nenter into this Agreement, I covenant and agree that without the Company's\nprior written consent, during my employment with Company and for a period of\none (1) year following the termination of my employment, whether such\ntermination be with or without cause, I shall not enter the employ of any\nCompetitor, nor engage during such period, directly or indirectly, voluntarily\nor involuntarily, as principal, agent, officer, employee or otherwise, anywhere\nin the United States, in any actions to solicit, divert or take away any\ncustomer or supplier of Company, or provide services to, or assist in any\nmanner any Competitor, or otherwise compete with Company in the sale or\nlicensing, of any products or services competitive with the game, Internet,\ne-commerce or e-entertainment products or services developed or marketed by\nCompany in the United States.\n\n            Notwithstanding the foregoing, I shall retain the right to invest\nin or have an interest in entities traded on any public market or offered by\nany national brokerage house, provided that said interest does not exceed one\npercent (1%) of the voting control of said entity. In addition, I may make\npassive investments in privately held entities that are determined by the Board\nof Directors of the Company not to be competitors of the Company.\n\n            7.3   Employee's Acknowledgements and Agreements. I acknowledge\nthat the covenant in Section 7.2 has a unique, very substantial and\nimmeasurable value to Company. I acknowledge and agree that the Internet,\ne-commerce and software products and services developed by Company are or are\nintended to be marketed and licensed to customers worldwide. I further\nacknowledge and agree to the reasonableness of this covenant not to compete and\nthe reasonableness of the geographic area and duration of time which are a part\nof said covenant. I also acknowledge and agree that this covenant will not\nimpair me from becoming gainfully employed, or otherwise earning a livelihood\nfollowing termination of employment with Company.\n\n      8.    Non-Solicitation. I agree that any attempt on my part to induce\nothers to leave Company's employ, or any effort by me to interfere with\nCompany's relationship with its other employees would be harmful and damaging\nto Company. I agree that during employment and\n\n                                      -5-\n\n   12\n\nfor a period of two (2) years thereafter, I will not in any way, directly or\nindirectly (i) induce or attempt to induce any employee of Company to quit\nemployment with Company; (ii) otherwise interfere with or disrupt Company's\nrelationship with its employees; (iii) solicit, entice, or hire away any\nemployee of Company; or (iv) hire or engage any employee of Company or any\nformer employee of Company whose employment with Company ceased less than one\n(1) year before the date of such hiring or engagement.\n\n      9.    Project Completion. I agree to give Company at least thirty (30)\ndays prior written notice of termination to minimize any adverse effect on\nCompany for any project in which I might be involved on behalf of Company. I\nagree to use my best efforts prior to termination to complete any project then\nassigned to me to the reasonable satisfaction of the Company, and to be\navailable thereafter as reasonably required to assist with a transition and to\nanswer questions explaining the work done by me prior to termination.\n\n      10.   Notification. I hereby authorize the Company to notify my actual or\nfuture employers of the terms of this Agreement and my responsibilities\nhereunder.\n\n      11.   Name and Likeness Rights. I hereby authorize the Company to use,\nreuse, and to grant others the right to use and reuse my name, photograph,\nlikeness (including caricature), voice, and biographical information, and any\nreproduction or simulation thereof, in any media now known or hereafter\ndeveloped (including, but not limited to, film, video and digital or other\nelectronic media), both during and after my employment, for whatever purposes\nthe Company deems necessary.\n\n      12.   Injunctive Relief. I agree that damages in the event of any breach\nor threatened breach of this Agreement by me would be difficult to ascertain\nand that the Company may suffer irreparable harm. I therefore agree that,\nnotwithstanding anything in this Agreement to the contrary, the Company, in\naddition to and without limiting any other remedy or right it may have, shall\nhave the right to an injunction or other equitable relief in any court of\ncompetent jurisdiction enjoining any such breach. I hereby waive any and all\ndefenses I may have on the ground of lack of jurisdiction or competence of the\ncourt to grant such an injunction or other equitable relief. The existence of\nthis right shall not preclude any other rights and remedies at law or in equity\nwhich the Company may have.\n\n      13.   Assignment. My rights, interest and benefits hereunder shall not be\nassigned, transferred, pledged, or hypothecated in any way by me. The rights\nand obligations of the Company under this Agreement shall inure to the benefit\nof and be binding upon the successors of Company. If Company shall at any time\nbe merged or consolidated with or into another corporation, or if substantially\nall the assets of Company are transferred to another corporation, the\nprovisions of this Agreement shall be binding on and shall inure to the benefit\nof the corporation resulting from such merger or consolidation or to which such\nassets shall be transferred.\n\n      14.   Governing Law; Severability. This Agreement will be governed and\ninterpreted in accordance with the internal laws of the State of Maryland,\nwithout regard to or application of\n\n                                      -6-\n\n   13\n\nchoice-of-law rules or principles. In the event that any provision of this\nAgreement is found by a court, arbitrator or other tribunal to be illegal,\ninvalid or unenforceable, then such provision shall not be voided, but shall be\nenforced to the maximum extent permissible under applicable law, and the\nremainder of this Agreement shall remain in full force and effect.\n\n      15.   Forum Selection. The parties agree that any legal proceeding,\ncommenced by one party against the other, shall be brought in any state or\nFederal court having proper jurisdiction, within the State of Maryland. Both\nparties submit to such jurisdiction, and waive any objection to venue and\/or\nclaim of inconvenient forum.\n\n      16.   No Breach of Prior Agreement. I represent that my performance of\nall the terms of this Agreement and my duties as an employee of the Company\nwill not breach any invention assignment, proprietary information,\nconfidentiality or similar agreement with any former employer or other party. I\nrepresent that I will not bring with me to the Company or use in the\nperformance of my duties for the Company any documents or materials or\nintangibles of a former employer or third party that are not generally\navailable to the public or have not been legally transferred to the Company.\n\n      17.   Counterparts. This Agreement may be executed in two or more\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument.\n\n      18.   Headings. The captions and headings of this Agreement are included\nfor ease of reference only and will be disregarded in interpreting or\nconstruing this Agreement. All references herein to sections will refer to\nsections of this Agreement.\n\n      19.   Entire Agreement. This Agreement constitutes the entire agreement\nand understanding of the parties with respect to the subject matter of this\nAgreement, and supersedes all prior understandings and agreements, whether oral\nor written, between the parties hereto with respect to the specific subject\nmatter hereof.\n\n                                      -7-\n\n   14\n\nSEQUOIA SOFTWARE CORPORATION              EMPLOYEE\n\nBy: \/s\/ Richard C. Faint, Jr.             \/s\/ Anil Sethi\n   ---------------------------------      --------------------------------------\n                                          Signature\n\nName:  Richard C. Faint, Jr.              Anil Sethi\n     -------------------------------      --------------------------------------\n                                          Name (Please print)\n\nTitle: Chief Executive Officer\n      ------------------------------\n\n\n                                      -8-\n\n\n<type>EX-10.7\n<sequence>14\n<description>EMPLOYMENT AGREEMENT BETWEEN SEQUOIA &amp; M. RUBIN\n\n   1\n                                                                  EXHIBIT 10.7\n\n                              EMPLOYMENT AGREEMENT\n\n       THIS EMPLOYMENT AGREEMENT (the \"Agreement\") is made this 1st day of\nJanuary, 2000, by and between SEQUOIA SOFTWARE CORPORATION, a Maryland\ncorporation (the \"Company\"), and MARC RUBIN (the \"Employee\").\n\n       IN CONSIDERATION OF the mutual covenants and agreements hereinafter set\nforth, the parties hereto hereby agree as follows:\n\n       1.     Employment.\n\n       The Company hereby employs the Employee, and the Employee hereby accepts\nemployment with the Company, upon the terms and conditions hereinafter set\nforth.\n\n       2.     Term.\n\n       Unless Employee's employment hereunder is terminated earlier pursuant to\nSection 5 of this Agreement, Employee's employment hereunder shall begin on the\ndate hereof and shall expire two (2) years from the date hereof, provided that\nupon the expiration of the first two (2) years of such employment, the\nEmployee's employment hereunder shall continue for additional consecutive\nextension terms of one (1) year each until either party gives notice of\ntermination to the other at least one hundred eighty (180) days prior to end of\nthe then current term. The term of employment described in the immediately\npreceding sentence, including any extensions but without giving effect to any\nearlier termination provided for under Section 5 of this Agreement, is\nhereinafter described as the \"Contract Term.\" The period of time during which\nthe Employee actually is employed hereunder, giving effect to any termination of\nemployment under Section 5 of this Agreement, is hereinafter described as the\n\"Term.\"\n\n       3.     Duties and Responsibilities.\n\n              3.1    During the Term, the Employee shall devote his full\nattention and expend his best efforts, energies, and skills, on a full-time\nbasis, to the business of the Company and any corporation, partnership or other\nentity controlled by the Company (each, a \"Subsidiary\"). For purposes of this\nAgreement, the term the \"Company\" shall mean the Company and all Subsidiaries.\n\n              3.2    During the Term, the Employee shall serve as the Chief\nAccounting Officer of the Company. In the performance of all of his\nresponsibilities as Chief Accounting Officer hereunder, the Employee shall be\nsubject to all of the Company's policies, rules and regulations applicable to\nits employees of comparable status, shall report directly to, and be subject to\nthe direction and control of, the Chief Executive Officer of the Company, and\nshall perform such duties as shall reasonably be assigned to him by the Chief\nExecutive Officer and are consistent with those duties assigned employees of\ncomparable status. In performing such duties, the Employee will be subject to\nand abide by, and will cause employees of the Company to be subject to and abide\nby, all policies and procedures developed by senior management of the Company.\nDuring the Term, the\n\n   2\n\nEmployee shall be based in offices located within a radius of forty-five (45)\nmiles of the Baltimore, Maryland city center, and, other than business travel of\nreasonable amounts and duration, Employee shall not be required to perform\nservices outside of the greater Baltimore, Maryland metropolitan area.\n\n              3.3    In order to induce the Company to enter into this\nAgreement, the Employee represents and warrants to the Company that (a) the\nEmployee is not a party or subject to any employment agreement or arrangement\nwith any other person, firm, company, corporation or other business entity, and\n(b) the Employee is subject to no restraint, limitation or restriction by virtue\nof any law, any contract or otherwise which would impair the Employee's right or\nability (i) to enter the employ of the Company, or (ii) to perform fully his\nduties and obligations pursuant to this Agreement.\n\n       4.     Compensation and Benefits.\n\n              4.1    For all services rendered by the Employee under this\nAgreement, the Company shall pay or cause to be paid to the Employee, and the\nEmployee shall accept, the Base Salary (as such term is hereinafter defined in\nthis Article 4) and participation in the Sequoia Software Corporation 2000 Stock\nIncentive Plan, all in accordance with and subject to the terms of this\nAgreement. The term \"Compensation\" shall mean the Base Salary and participation\nin the Sequoia Software Corporation 2000 Stock Incentive Plan.\n\n              4.2    During the Term, the Company shall pay the Employee a\n\"Base Salary\" at an annual rate of One Hundred Fifteen Thousand Dollars\n($115,000), payable in installments in accordance with the Company's regular\npayroll practices and subject to all withholding required by law. The Board of\nDirectors of the Company shall review the Base Salary of the Employee at least\nannually and may grant increases thereto in its sole discretion.\n\n              4.3    During the Employee's employment under this Agreement, the\nEmployee shall be eligible to participate in the Sequoia Software Corporation\n2000 Stock Incentive Plan, and other stock plans as may be maintained by the\nCompany from time to time, in whole or in part. The Employee's awards under such\nstock plans shall be determined by the Company, the Board of Directors or such\nperson or administrative body as provided under such plans.\n\n              4.4    During the Term, the Employee shall be entitled to (i)\nparticipation in such employee retirement, and welfare benefit plans, programs,\npolicies and arrangements as maintained by the Company from time to time, in\nwhole or in part, for employees of his level; subject to, and to the extent\nthat, the Employee is eligible under such benefit plans in accordance with their\nrespective terms (ii) paid vacation, holidays, leave of absence, leave for\nillness, funeral leave and temporary disability leave in accordance with the\npolicies of the Company; and (iii) perquisites as from time to time provided by\nthe Company to employees of his level.\n\n\n                                     - 2 -\n   3\n\n\n              4.5    During the Term, the Employee is authorized to incur\nreasonable expenses in the performance of his duties hereunder. The Company\nshall reimburse the Employee for all such expenses upon the presentation by the\nEmployee, not less frequently than monthly, of signed, itemized accounts of such\nexpenditures and vouchers, all in accordance with the Company's procedures and\npolicies as adopted and in effect from time to time and applicable to its\nemployees of comparable status.\n\n       5.     Termination.\n\n              5.1    The Company may terminate the Employee's employment under\nthis Agreement at any time for Cause. \"Cause\" shall exist for such termination\nif Employee (i) is adjudicated guilty of a felony by a court of competent\njurisdiction, (ii) commits any act of fraud or intentional misrepresentation,\n(iii) has materially breached any covenant set forth in this Agreement or\nwillfully violated any direction of the Board of Directors of the Company, which\nbreach or willful violation the Employee has not cured within thirty (30) days\nfollowing notice by the Board of Directors to the Employee of the breach or\nwillful violation, or (iv) has made any material misrepresentation to the\nCompany under Section 3.3 hereof.\n\n              5.2    The Company may terminate the Employee's employment under\nthis Agreement at any time without Cause. If the Company breaches any term of\nthis Agreement and fails to cure such breach within thirty (30) days of notice\nof such breach from the Employee, and if Employee terminates his employment with\nthe Company within thirty (30) days after the period for the cure of the breach\nby the Company expires, the Company shall be deemed to have terminated the\nEmployee's employment hereunder without Cause.\n\n              5.3    The Employee may voluntarily terminate his employment under\nthis Agreement at any time. For the purposes of this Agreement, if the Employee\nterminates his employment under this Agreement pursuant to the second sentence\nof Section 5.2 above, he shall not be deemed to have terminated such employment\nunder this Section 5.3.\n\n              5.4    The election of the Company to give notice in accordance\nwith Section 2 above that the Employee's employment hereunder will not be\nextended for an additional one (1) year term shall not constitute a termination\nof the Employee's employment hereunder by the Company without Cause for the\npurposes of Section 5.2 above.\n\n       6.     Severance Payments.\n\n       If the Employee's employment under this Agreement is terminated during\nthe Term of the Agreement by the Company without Cause, the Employee shall be\nentitled to continuation in payment of his Base Salary, at the rate in effect\nimmediately before the date of termination, for a period equal to the greater of\n(a) the period from the day after his last day of employment hereunder through\nthe last day of the Term of this Agreement, or (b) one (1) year, provided that\nthe Employee (i) honors the restrictive covenants as provided in Section 7 of\nthis Agreement and (ii) executes a\n\n\n                                     - 3 -\n   4\n\n\nrelease of all claims arising from his employment by the Company, in such form\nas may then be used by the Company respecting termination of employees.\n\n       7.     Restrictive Covenants.\n\n       The Employee shall execute and be bound by the Employee Invention,\nAssignment and Confidentiality Agreement, which is attached hereto as Exhibit A.\nThe Employee agrees that the Employee Invention, Assignment and Confidentiality\nAgreement constitutes a separate agreement independently supported by good and\nadequate consideration and, notwithstanding anything in this Agreement to the\ncontrary, shall be severable from the other provisions of, and shall survive,\nthis Agreement.\n\n       8.     Miscellaneous.\n\n              8.1    This Agreement is a personal contract, and the rights and\ninterests of the Employee hereunder may not be sold, transferred, assigned,\npledged or hypothecated except as otherwise expressly permitted by the\nprovisions of this Agreement. The Employee shall not under any circumstances\nhave any option or right to require payment hereunder otherwise than in\naccordance with the terms hereof. Except as otherwise expressly provided herein,\nthe Employee shall not have any power of anticipation, alienation or assignment\nof payments contemplated hereunder, and all rights and benefits of the Employee\nshall be for the sole personal benefit of the Employee, and no other person\nshall acquire any right, title or interest hereunder by reason of any sale,\nassignment, transfer claim or judgment or bankruptcy proceedings against the\nEmployee; provided, however, that in the event of the Employee's death, the\nEmployee's estate, legal representatives or heirs, as appropriate, shall succeed\nto and acquire all rights and benefits that accrued to the Employee pursuant to,\nand in accordance with, the terms of this Agreement.\n\n              8.2    The Company shall have the right to assign this Agreement\nto any successor to substantially all of its business or assets, and any such\nsuccessor shall be bound by all of the provisions hereof.\n\n              8.3    Any notice required or permitted by or in connection with\nthis Agreement shall be in writing and shall be made by hand delivery, by\nFederal Express, or other similar overnight delivery service, or by certified\nmail, unrestricted delivery, return receipt requested, postage prepaid,\naddressed to the addressee at the appropriate address set forth below or to such\nother address as may be hereafter specified by written notice by the addressee\nto the other party to this Agreement. Notice shall be considered given as of the\ndate of the hand delivery, one (1) calendar day after delivery to Federal\nExpress or similar overnight delivery service, or three (3) calendar days after\nthe date of mailing, independent of the date of actual delivery or whether\ndelivery is ever in fact made.\n\n\n                                     - 4 -\n   5\n\n\nIf to the Company:                     Sequoia Software Corporation\n                                       5457 Twin Knolls Road\n                                       Suite 310\n                                       Columbia, Maryland 21045\n                                       Attention: Board of Directors\n\nIf to the Employee:                    Marc Rubin\n                                       c\/o Sequoia Software Corporation\n                                       5457 Twin Knolls Road\n                                       Suite 310\n                                       Columbia, Maryland 21045\n\n              8.4    This Agreement may not be changed, amended, terminated or\nsuperseded orally, but only by an agreement in writing, nor may any of the\nprovisions hereof be waived orally, but only by an instrument in writing, in any\nsuch case signed by the party against whom enforcement of any change, amendment,\ntermination, waiver, modification, extension or discharge is sought.\n\n              8.5    Except as otherwise provided herein, this Agreement shall\nbe governed by and construed and enforced in accordance with the laws of the\nState of Maryland, without giving any effect to the principles of conflicts of\nlaws.\n\n              8.6    All descriptive headings and captions of the several\nsections of this Agreement are inserted for convenience only and do not\nconstitute a part of this Agreement.\n\n              8.7    If any provision of this Agreement, or part thereof, is\nheld to be unenforceable, the remainder of this Agreement and provision, as the\ncase may be, shall nevertheless remain in full force and effect.\n\n              8.8    Each of the parties hereto shall, at any time and from time\nto time hereafter, upon the reasonable request of the other, take such further\nactions and execute, acknowledge and deliver all such instruments of further\nassurance as necessary to carry out the provisions of this Agreement.\n\n              8.9    This Agreement contains the entire agreement and\nunderstanding between the Company and the Employee with respect to the subject\nmatter hereof and supersedes all prior understandings and agreements, including\nany prior employment contract or agreement, whether oral or written, between the\nparties hereto with respect to the specific subject matter hereof. No\nrepresentations or warranties of any kind or nature relating to the Company or\nits affiliates or their respective businesses, assets, liabilities, operations,\nfuture plans or prospects have been made by or on behalf of the Company to the\nEmployee; nor have any representations or warranties of any kind\n\n\n                                     - 5 -\n   6\n\n\nor nature been made by the Employee to the Company, except as expressly set\nforth in this Agreement.\n\n       IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of\nthe date hereinabove written.\n\n                                    THE COMPANY:\n\n                                    SEQUOIA SOFTWARE CORPORATION\n\n                                    By:   \/s\/ Richard C. Faint, Jr.\n                                          --------------------------------------\n                                          Name: Richard C. Faint, Jr.\n                                               ---------------------------------\n                                          Title: Chief Executive Officer\n                                                 -------------------------------\n\n                                    THE EMPLOYEE:\n                                    \/s\/ Marc Rubin\n                                    --------------------------------\n\n\n\n\n\n\n\n                                     - 6 -\n   7\n\n\n                                                                       EXHIBIT A\n\n                               EMPLOYEE INVENTION,\n                                 ASSIGNMENT AND\n                            CONFIDENTIALITY AGREEMENT\n\n       In consideration, and as a condition of my employment with Sequoia\nSoftware Corporation, a Maryland corporation (the \"COMPANY\"), I hereby represent\nto, and agree with the Company as follows:\n\n       1.     Purpose of Agreement. I understand that the Company is or will be\nengaged in a continuous program of research, development, production and\nmarketing in connection with its business and that it is critical for the\nCompany to preserve and protect its \"Confidential Information\" (as defined in\nSection 6 below), its rights in \"Inventions\" (as defined in Section 2 below) and\nin all related intellectual property rights. Accordingly, I am entering into\nthis Employee Invention Assignment and Confidentiality Agreement (the\n\"AGREEMENT\") as a condition of my employment with the Company, whether or not I\nam expected to create inventions of value for the Company.\n\n       2.     Disclosure of Inventions. I will promptly disclose in confidence\nto the Company all inventions, improvements, designs, original works of\nauthorship, formulas, processes, compositions of matter, computer software\nprograms, Internet products and services, e-commerce products and services,\ne-entertainment products and services, databases, mask works and trade secrets\n(the \"INVENTIONS\") that I make or conceive or first reduce to practice or\ncreate, either alone or jointly with others, during the period of my employment,\nwhether or not in the course of my employment, and whether or not such\nInventions are patentable, copyrightable or protectible as trade secrets.\n\n       3.     Work for Hire; Assignment of Inventions. I acknowledge and agree\nthat any copyrightable works prepared by me within the scope of my employment\nare \"works for hire\" under the Copyright Act and that the Company will be\nconsidered the author and owner of such copyrightable works. I agree that all\nInventions that (i) are developed using equipment, supplies, facilities or trade\nsecrets of the Company, (ii) result from work performed by me for the Company,\nor (iii) relate to the Company's business or current or anticipated research and\ndevelopment, will be the sole and exclusive property of the Company and are\nhereby irrevocably assigned by me to the Company from the moment of their\ncreation and fixation in tangible media.\n\n       4.     Assignment of Other Rights. In addition to the foregoing\nassignment of Inventions to the Company, I hereby irrevocably transfer and\nassign to the Company: (i) all worldwide patents, patent applications,\ncopyrights, mask works, trade secrets and other intellectual property rights in\nany Invention; and (ii) any and all \"Moral Rights\" (as defined\n\n\n   8\n\n\nbelow) that I may have in or with respect to any Invention. I also hereby\nforever waive and agree never to assert any and all Moral Rights I may have in\nor with respect to any Invention, even after termination of my work on behalf of\nthe Company. \"MORAL RIGHTS\" mean any rights to claim authorship of an Invention,\nto object to or prevent the modification of any Invention, or to withdraw from\ncirculation or control the publication or distribution of any Invention, and any\nsimilar right, existing under judicial or statutory law of any country in the\nworld, or under any treaty, regardless of whether or not such right is\ndenominated or generally referred to as a \"moral right.\"\n\n       5.     Assistance. I agree to assist the Company in every proper way to\nobtain for the Company and enforce patents, copyrights, mask work rights, trade\nsecret rights and other legal protections for the Company's Inventions in any\nand all countries. I will execute any documents that the Company may reasonably\nrequest for use in obtaining or enforcing such patents, copyrights, mask work\nrights, trade secrets and other legal protections. My obligations under this\nsection will continue beyond the termination of my employment with the Company,\nprovided that the Company will compensate me at a reasonable rate after such\ntermination for time or expenses actually spent by me at the Company's request\non such assistance. I appoint the Secretary of the Company as my\nattorney-in-fact to execute documents on my behalf for this purpose.\n\n       6.     Confidentiality Obligations.\n\n              6.1    Acknowledgement. I understand that my employment by the\nCompany creates a relationship of confidence and trust with respect to any\ninformation of a confidential or secret nature that may be disclosed to me by\nthe Company that relates to the business of the Company or to any parent,\nsubsidiary, affiliate, customer, consultant or supplier of the Company or any\nother party with whom the Company or any other party with whom the Company\nagrees to hold such information (including any and all copies thereof) of such\nparty in confidence (the \"CONFIDENTIAL INFORMATION\"). Such Confidential\nInformation is defined more specifically in Section 6.3 below.\n\n              6.2    Obligations. I agree to take the following steps to\npreserve the confidential and proprietary nature of Confidential Information:\n\n                     (a)    Non-Disclosure. At all times both during and after\nmy employment with Company, I will not use, disclose or transfer any of the\nConfidential Information other than as authorized by Company, except as may be\nnecessary to perform my duties as an employee of the Company for the benefit of\nthe Company. I understand that I am not allowed to sell, license or otherwise\nexploit any products (including software or content in any form) which embody or\notherwise exploit in whole or in part any Confidential Information.\n\n                     (b)    Disclosure Prevention. I will take all reasonable\nprecautions to prevent the inadvertent or accidental exposure of Confidential\nInformation.\n\n\n                                     - 2 -\n   9\n\n\n                     (c)    Removal. I will not remove any Confidential\nInformation from Company's premises or make copies of such materials except for\nuse in Company's business.\n\n                     (d)    Return. I will return promptly to Company all\nConfidential Information and copies thereof at any time upon the request of\nCompany, in any event and without such request, prior to the termination of my\nemployment by Company. I agree not to retain any tangible or intangible copies\nof any Confidential Information after my termination of employment for any\nreason. Upon termination of my employment, I will not take with me any documents\nor materials or copies thereof containing any Confidential Information.\n\n              6.3    Confidential Information. The following materials and\ninformation (including any and all copies thereof), whether having existed, now\nexisting, or to be developed or created during the term of my employment by\nCompany (herein referred to collectively as the \"Confidential Information\")\nwhether tangible or intangible, and whether or how stored, compiled or\nmemorialized physically, electronically, graphically, photographically or in\nwriting, are covered by this Agreement and acknowledged by me to be valuable,\nspecial and unique assets of Company the disclosure of which, may be materially\ndamaging.\n\n                     (a)    Software. All information relating to existing\nsoftware products and software in various stages of research and development\nwhich are not generally known to the public or within the Internet industry or\ntrade in which Company competes (such as know-how, Inventions, design\nspecifications, algorithms, technical formulas, engineering data, benchmark test\nresults, search engines, Internet and e-commerce tools, methodologies,\nprocedures, techniques, and information processing processes) and the physical\nembodiments of such information (such as drawings, specification sheets, design\nnotes, source code, object code, HTML code, XML code, scripts, applets, load\nmodules, schematics, flow charts, logic diagrams, procedural diagrams, coding\nsheets, work sheets, documentation, annotations, printouts, studies, manuals,\nproposals and any other written or machine-readable manuals, proposals and any\nother written or machine readable expressions of such information as are fixed\nin any tangible media).\n\n                     (b)    Other Products and Services. All information\nrelating to consulting, Inventions, entertainment content, research and\ndevelopment and other proprietary products or services, whether existing or in\nvarious stages of research and development, which are not generally known to the\npublic or within the Internet industry or trade in which Company competes (such\nas know-how, content, specifications, technical data, engineering data,\nprocesses, techniques, methodologies, and strategies) and the physical\nembodiments of such information (such as drawings, schematics, data files,\nvideo, text, pictures, sound, graphics, specification sheets, instructor\nmanuals, course materials, training aids, video cassettes, transparencies,\nslides, taped recordings of presentations, proposals, printouts, studies,\ncontracts, maintenance manuals, documentation, and any other written or\nmachine-readable expressions of such information as are fixed in any tangible\nmedia).\n\n                     (c)    Business Procedures. All information concerning or\nrelating to the way Company conducts its business which is not generally known\nto the public or within the Internet industry (such as internal business\nprocedures, controls, internal telephone numbers,\n\n\n                                     - 3 -\n   10\n\n\nplans, licensing techniques and practices, supplier, subcontractor, consultant,\nand prime contractor names and contracts and other vendor information, computer\nsystem passwords and other computer security controls, financial information,\ndistributor information, and employee data) and the physical embodiments of such\ninformation (such as check lists, samples, services and operational manuals,\ncontracts, proposals, print-outs, correspondence, forms, listings, ledgers,\nfinancial statements, financial reports, financial and operational analyses,\nfinancial and operational studies, management reports of every kind, databases,\npersonnel records pertaining to employees other than myself, and any other\nwritten or machine-readable expressions of such information as are fixed in any\ntangible media).\n\n                     (d)    Marketing Plans and Customer Lists. All information\npertaining to Company's marketing plans and strategies; forecasts and\nprojections; marketing practices, procedures and policies; financial data;\ndiscounts; margins; costs; credit terms; pricing practices, procedures and\npolicies; domain names; goals and objectives; quoting practices, procedures and\npolicies; and customer data including customer lists, contracts,\nrepresentatives, requirements and needs, specifications, data provided by or\nabout prospective existing or past customers and contract terms applicable to\nsuch customers and Web site visitor data, and the physical embodiments of such\ninformation (such as license agreements, customer lists, print-outs, databases,\nmarketing plans, marketing reports, strategic business plans, marketing analyses\nand management reports, seminar and class attendee rosters, trade show or\nexhibit attendee listings, listings of potential customers and leads, and any\nother written or machine-readable expressions of such information as are fixed\nin any tangible media).\n\n                     (e)    Not Generally Known. Any information in addition to\nthe foregoing which is not generally known to the public or within the Internet\nor software industry or trade in which Company competes, and the physical\nembodiments of such information in any tangible form, whether written or\nmachine-readable in nature.\n\n              6.4    General Knowledge. The general skills, knowledge and\nexperience gained during my employment with Company, and information publicly\navailable or generally known within the industry or trade in which Company\ncompetes, is not considered Confidential Information. Also, upon termination of\nmy employment with Company, I shall not, subject to the provisions of Section 7\nbelow, be restricted from working with a person or entity which has\nindependently developed information or materials similar to Confidential\nInformation as long as I comply with my continuing obligations under this\nAgreement.\n\n              6.5    Information Disclosed Remains Property of Company. I agree\nand acknowledge that all ideas, concepts, information, and written material\ndisclosed to me by Company, or acquired from a customer or prospective customer\nof Company are and shall remain the sole and exclusive property and Confidential\nInformation of Company or such customers, and are disclosed in confidence by\nCompany or permitted to be acquired from such customers in reliance on my\nagreement to maintain them in confidence and not to use or disclose them to any\nother person except in furtherance of Company's business and for Company's\nbenefit.\n\n\n                                     - 4 -\n   11\n\n\n       7.     Non-Competition Covenant.\n\n              7.1    Competitor Defined. The term \"COMPETITOR\" shall refer to\nany person, firm, corporation, partnership or other business entity engaged in\nor about to become engaged in the production, licensing, sale or marketing of\nany product or service or planned business of Company:\n\n                     (a)    which is similar to or directly competitive with\n                     Company's proprietary Internet, e-commerce or software,\n                     research and development or development of any product or\n                     service of Company with which I have been directly\n                     concerned through my work for Company during the preceding\n                     two (2) years; or\n\n                     (b)    with respect to which I have acquired Confidential\n                     Information.\n\n              7.2    Restrictive Covenant. As a material inducement to Company\nto enter into this Agreement, I covenant and agree that without the Company's\nprior written consent, during my employment with Company and for a period of one\n(1) year following the termination of my employment, whether such termination be\nwith or without cause, I shall not enter the employ of any Competitor, nor\nengage during such period, directly or indirectly, voluntarily or involuntarily,\nas principal, agent, officer, employee or otherwise, anywhere in the United\nStates, in any actions to solicit, divert or take away any customer or supplier\nof Company, or provide services to, or assist in any manner any Competitor, or\notherwise compete with Company in the sale or licensing, of any products or\nservices competitive with the game, Internet, e-commerce or e-entertainment\nproducts or services developed or marketed by Company in the United States.\n\n              Notwithstanding the foregoing, I shall retain the right to invest\nin or have an interest in entities traded on any public market or offered by any\nnational brokerage house, provided that said interest does not exceed one\npercent (1%) of the voting control of said entity. In addition, I may make\npassive investments in privately held entities that are determined by the Board\nof Directors of the Company not to be competitors of the Company.\n\n              7.3    Employee's Acknowledgements and Agreements. I acknowledge\nthat the covenant in Section 7.2 has a unique, very substantial and immeasurable\nvalue to Company. I acknowledge and agree that the Internet, e-commerce and\nsoftware products and services developed by Company are or are intended to be\nmarketed and licensed to customers worldwide. I further acknowledge and agree to\nthe reasonableness of this covenant not to compete and the reasonableness of the\ngeographic area and duration of time which are a part of said covenant. I also\nacknowledge and agree that this covenant will not impair me from becoming\ngainfully employed, or otherwise earning a livelihood following termination of\nemployment with Company.\n\n       8.     Non-Solicitation. I agree that any attempt on my part to induce\nothers to leave Company's employ, or any effort by me to interfere with\nCompany's relationship with its other employees would be harmful and damaging to\nCompany. I agree that during employment and\n\n\n                                     - 5 -\n   12\n\n\nfor a period of two (2) years thereafter, I will not in any way, directly or\nindirectly (i) induce or attempt to induce any employee of Company to quit\nemployment with Company; (ii) otherwise interfere with or disrupt Company's\nrelationship with its employees; (iii) solicit, entice, or hire away any\nemployee of Company; or (iv) hire or engage any employee of Company or any\nformer employee of Company whose employment with Company ceased less than one\n(1) year before the date of such hiring or engagement.\n\n       9.     Project Completion. I agree to give Company at least thirty (30)\ndays prior written notice of termination to minimize any adverse effect on\nCompany for any project in which I might be involved on behalf of Company. I\nagree to use my best efforts prior to termination to complete any project then\nassigned to me to the reasonable satisfaction of the Company, and to be\navailable thereafter as reasonably required to assist with a transition and to\nanswer questions explaining the work done by me prior to termination.\n\n       10.    Notification. I hereby authorize the Company to notify my actual\nor future employers of the terms of this Agreement and my responsibilities\nhereunder.\n\n       11.    Name and Likeness Rights. I hereby authorize the Company to use,\nreuse, and to grant others the right to use and reuse my name, photograph,\nlikeness (including caricature), voice, and biographical information, and any\nreproduction or simulation thereof, in any media now known or hereafter\ndeveloped (including, but not limited to, film, video and digital or other\nelectronic media), both during and after my employment, for whatever purposes\nthe Company deems necessary.\n\n       12.    Injunctive Relief. I agree that damages in the event of any breach\nor threatened breach of this Agreement by me would be difficult to ascertain and\nthat the Company may suffer irreparable harm. I therefore agree that,\nnotwithstanding anything in this Agreement to the contrary, the Company, in\naddition to and without limiting any other remedy or right it may have, shall\nhave the right to an injunction or other equitable relief in any court of\ncompetent jurisdiction enjoining any such breach. I hereby waive any and all\ndefenses I may have on the ground of lack of jurisdiction or competence of the\ncourt to grant such an injunction or other equitable relief. The existence of\nthis right shall not preclude any other rights and remedies at law or in equity\nwhich the Company may have.\n\n       13.    Assignment. My rights, interest and benefits hereunder shall not\nbe assigned, transferred, pledged, or hypothecated in any way by me. The rights\nand obligations of the Company under this Agreement shall inure to the benefit\nof and be binding upon the successors of Company. If Company shall at any time\nbe merged or consolidated with or into another corporation, or if substantially\nall the assets of Company are transferred to another corporation, the provisions\nof this Agreement shall be binding on and shall inure to the benefit of the\ncorporation resulting from such merger or consolidation or to which such assets\nshall be transferred.\n\n       14.    Governing Law; Severability. This Agreement will be governed and\ninterpreted in accordance with the internal laws of the State of Maryland,\nwithout regard to or application of\n\n\n                                     - 6 -\n   13\n\n\nchoice-of-law rules or principles. In the event that any provision of this\nAgreement is found by a court, arbitrator or other tribunal to be illegal,\ninvalid or unenforceable, then such provision shall not be voided, but shall be\nenforced to the maximum extent permissible under applicable law, and the\nremainder of this Agreement shall remain in full force and effect.\n\n       15.    Forum Selection. The parties agree that any legal proceeding,\ncommenced by one party against the other, shall be brought in any state or\nFederal court having proper jurisdiction, within the State of Maryland. Both\nparties submit to such jurisdiction, and waive any objection to venue and\/or\nclaim of inconvenient forum.\n\n       16.    No Breach of Prior Agreement. I represent that my performance of\nall the terms of this Agreement and my duties as an employee of the Company will\nnot breach any invention assignment, proprietary information, confidentiality or\nsimilar agreement with any former employer or other party. I represent that I\nwill not bring with me to the Company or use in the performance of my duties for\nthe Company any documents or materials or intangibles of a former employer or\nthird party that are not generally available to the public or have not been\nlegally transferred to the Company.\n\n       17.    Counterparts. This Agreement may be executed in two or more\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument.\n\n       18.    Headings. The captions and headings of this Agreement are included\nfor ease of reference only and will be disregarded in interpreting or construing\nthis Agreement. All references herein to sections will refer to sections of this\nAgreement.\n\n       19.    Entire Agreement. This Agreement constitutes the entire agreement\nand understanding of the parties with respect to the subject matter of this\nAgreement, and supersedes all prior understandings and agreements, whether oral\nor written, between the parties hereto with respect to the specific subject\nmatter hereof.\n\n\n                                     - 7 -\n   14\n\nSEQUOIA SOFTWARE CORPORATION            EMPLOYEE\n\nBy: \/s\/ Richard C. Faint                \/s\/ Marc Rubin\n   -------------------------------      ------------------------------------\n                                        Signature\n\nName: Richard C. Faint                  Marc Rubin\n     -----------------------------      ------------------------------------\n                                        Name (Please print)\n\nTitle: Chief Executive Officer\n      ----------------------------\n\n\n\n                                     - 8 -\n<type>EX-10.8\n<sequence>15\n<description>EMPLOYMENT AGREEMENT BETWEEN SEQUOIA &amp; K. TIGHE\n\n   1\n                                                                  EXHIBIT 10.8\n\n                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT\n\n       THIS EMPLOYMENT AGREEMENT (the \"Agreement\") is made this 1st day of\nJanuary, 2000, by and between SEQUOIA SOFTWARE CORPORATION, a Maryland\ncorporation (the \"Company\"), and KENNETH TIGHE (the \"Employee\").\n\n       IN CONSIDERATION OF the mutual covenants and agreements hereinafter set\nforth, the parties hereto hereby agree as follows:\n\n       1.     Employment.\n\n       The Company hereby employs the Employee, and the Employee hereby accepts\nemployment with the Company, upon the terms and conditions hereinafter set\nforth.\n\n       2.     Term.\n\n       Unless Employee's employment hereunder is terminated earlier pursuant to\nSection 5 of this Agreement, Employee's employment hereunder shall begin on the\ndate hereof and shall expire two (2) years from the date hereof, provided that\nupon the expiration of the first two (2) years of such employment, the\nEmployee's employment hereunder shall continue for additional consecutive\nextension terms of one (1) year each until either party gives notice of\ntermination to the other at least one hundred eighty (180) days prior to end of\nthe then current term. The term of employment described in the immediately\npreceding sentence, including any extensions but without giving effect to any\nearlier termination provided for under Section 5 of this Agreement, is\nhereinafter described as the \"Contract Term.\" The period of time during which\nthe Employee actually is employed hereunder, giving effect to any termination of\nemployment under Section 5 of this Agreement, is hereinafter described as the\n\"Term.\"\n\n       3.     Duties and Responsibilities.\n\n              3.1    During the Term, the Employee shall devote his full\nattention and expend his best efforts, energies, and skills, on a full-time\nbasis, to the business of the Company and any corporation, partnership or other\nentity controlled by the Company (each, a \"Subsidiary\"). For purposes of this\nAgreement, the term the \"Company\" shall mean the Company and all Subsidiaries.\n\n              3.2    During the Term, the Employee shall serve as the Executive\nVice President of Sales of the Company. In the performance of all of his\nresponsibilities as Executive Vice President of Sales hereunder, the Employee\nshall be subject to all of the Company's policies, rules and regulations\napplicable to its employees of comparable status, shall report directly to, and\nbe subject to the direction and control of, the Chief Executive Officer of the\nCompany, and shall perform such duties as shall reasonably be assigned to him by\nthe Chief Executive Officer and are consistent with those duties assigned\nemployees of comparable status. In performing such duties, the Employee will be\nsubject to and abide by, and will cause employees of the Company to be subject\nto and abide by, all policies and procedures developed by senior management of\nthe\n\n\n   2\n\n\nCompany. During the Term, the Employee shall be based in offices located within\na radius of forty-five (45) miles of the Baltimore, Maryland city center, and,\nother than business travel of reasonable amounts and duration, Employee shall\nnot be required to perform services outside of the greater Baltimore, Maryland\nmetropolitan area.\n\n              3.3    In order to induce the Company to enter into this\nAgreement, the Employee represents and warrants to the Company that (a) the\nEmployee is not a party or subject to any employment agreement or arrangement\nwith any other person, firm, company, corporation or other business entity, and\n(b) the Employee is subject to no restraint, limitation or restriction by virtue\nof any law, any contract or otherwise which would impair the Employee's right or\nability (i) to enter the employ of the Company, or (ii) to perform fully his\nduties and obligations pursuant to this Agreement.\n\n       4.     Compensation and Benefits.\n\n              4.1    For all services rendered by the Employee under this\nAgreement, the Company shall pay or cause to be paid to the Employee, and the\nEmployee shall accept, the Base Salary (as such term is hereinafter defined in\nthis Article 4) and participation in the Sequoia Software Corporation 2000 Stock\nIncentive Plan, all in accordance with and subject to the terms of this\nAgreement. The term \"Compensation\" shall mean the Base Salary and participation\nin the Sequoia Software Corporation 2000 Stock Incentive Plan.\n\n              4.2    During the Term, the Company shall pay the Employee a \"Base\nSalary\" at an annual rate of One Hundred Fifty-Six Thousand Dollars ($156,000),\npayable in installments in accordance with the Company's regular payroll\npractices and subject to all withholding required by law. The Board of Directors\nof the Company shall review the Base Salary of the Employee at least annually\nand may grant increases thereto in its sole discretion.\n\n              4.3    During the Employee's employment under this Agreement, the\nEmployee shall be eligible to participate in the Sequoia Software Corporation\n2000 Stock Incentive Plan, and other stock plans as may be maintained by the\nCompany from time to time, in whole or in part. The Employee's awards under such\nstock plans shall be determined by the Company, the Board of Directors or such\nperson or administrative body as provided under such plans.\n\n              4.4    During the Term, the Employee shall be entitled to (i)\nparticipation in such employee retirement, and welfare benefit plans, programs,\npolicies and arrangements as maintained by the Company from time to time, in\nwhole or in part, for employees of his level; subject to, and to the extent\nthat, the Employee is eligible under such benefit plans in accordance with their\nrespective terms (ii) paid vacation, holidays, leave of absence, leave for\nillness, funeral leave and temporary disability leave in accordance with the\npolicies of the Company; and (iii) perquisites as from time to time provided by\nthe Company to employees of his level.\n\n\n                                     - 2 -\n   3\n\n\n              4.5    During the Term, the Employee is authorized to incur\nreasonable expenses in the performance of his duties hereunder. The Company\nshall reimburse the Employee for all such expenses upon the presentation by the\nEmployee, not less frequently than monthly, of signed, itemized accounts of such\nexpenditures and vouchers, all in accordance with the Company's procedures and\npolicies as adopted and in effect from time to time and applicable to its\nemployees of comparable status.\n\n       5.     Termination.\n\n              5.1    The Company may terminate the Employee's employment under\nthis Agreement at any time for Cause. \"Cause\" shall exist for such termination\nif Employee (i) is adjudicated guilty of a felony by a court of competent\njurisdiction, (ii) commits any act of fraud or intentional misrepresentation,\n(iii) has materially breached any covenant set forth in this Agreement or\nwillfully violated any direction of the Board of Directors of the Company, which\nbreach or willful violation the Employee has not cured within thirty (30) days\nfollowing notice by the Board of Directors to the Employee of the breach or\nwillful violation, or (iv) has made any material misrepresentation to the\nCompany under Section 3.3 hereof.\n\n              5.2    The Company may terminate the Employee's employment under\nthis Agreement at any time without Cause. If the Company breaches any term of\nthis Agreement and fails to cure such breach within thirty (30) days of notice\nof such breach from the Employee, and if Employee terminates his employment with\nthe Company within thirty (30) days after the period for the cure of the breach\nby the Company expires, the Company shall be deemed to have terminated the\nEmployee's employment hereunder without Cause.\n\n              5.3    The Employee may voluntarily terminate his employment under\nthis Agreement at any time. For the purposes of this Agreement, if the Employee\nterminates his employment under this Agreement pursuant to the second sentence\nof Section 5.2 above, he shall not be deemed to have terminated such employment\nunder this Section 5.3.\n\n              5.4    The election of the Company to give notice in accordance\nwith Section 2 above that the Employee's employment hereunder will not be\nextended for an additional one (1) year term shall not constitute a termination\nof the Employee's employment hereunder by the Company without Cause for the\npurposes of Section 5.2 above.\n\n       6.     Severance Payments.\n\n       If the Employee's employment under this Agreement is terminated during\nthe Term of the Agreement by the Company without Cause, the Employee shall be\nentitled to continuation in payment of his Base Salary, at the rate in effect\nimmediately before the date of termination, for a period equal to the greater of\n(a) the period from the day after his last day of employment hereunder through\nthe last day of the Term of this Agreement, or (b) one (1) year, provided that\nthe Employee (i) honors the restrictive covenants as provided in Section 7 of\nthis Agreement and (ii) executes a\n\n\n                                     - 3 -\n   4\n\n\nrelease of all claims arising from his employment by the Company, in such form\nas may then be used by the Company respecting termination of employees.\n\n       7.     Restrictive Covenants.\n\n       The Employee shall execute and be bound by the Employee Invention,\nAssignment and Confidentiality Agreement, which is attached hereto as Exhibit A.\nThe Employee agrees that the Employee Invention, Assignment and Confidentiality\nAgreement constitutes a separate agreement independently supported by good and\nadequate consideration and, notwithstanding anything in this Agreement to the\ncontrary, shall be severable from the other provisions of, and shall survive,\nthis Agreement.\n\n       8.     Miscellaneous.\n\n              8.1    This Agreement is a personal contract, and the rights and\ninterests of the Employee hereunder may not be sold, transferred, assigned,\npledged or hypothecated except as otherwise expressly permitted by the\nprovisions of this Agreement. The Employee shall not under any circumstances\nhave any option or right to require payment hereunder otherwise than in\naccordance with the terms hereof. Except as otherwise expressly provided herein,\nthe Employee shall not have any power of anticipation, alienation or assignment\nof payments contemplated hereunder, and all rights and benefits of the Employee\nshall be for the sole personal benefit of the Employee, and no other person\nshall acquire any right, title or interest hereunder by reason of any sale,\nassignment, transfer claim or judgment or bankruptcy proceedings against the\nEmployee; provided, however, that in the event of the Employee's death, the\nEmployee's estate, legal representatives or heirs, as appropriate, shall succeed\nto and acquire all rights and benefits that accrued to the Employee pursuant to,\nand in accordance with, the terms of this Agreement.\n\n              8.2    The Company shall have the right to assign this Agreement\nto any successor to substantially all of its business or assets, and any such\nsuccessor shall be bound by all of the provisions hereof.\n\n              8.3    Any notice required or permitted by or in connection with\nthis Agreement shall be in writing and shall be made by hand delivery, by\nFederal Express, or other similar overnight delivery service, or by certified\nmail, unrestricted delivery, return receipt requested, postage prepaid,\naddressed to the addressee at the appropriate address set forth below or to such\nother address as may be hereafter specified by written notice by the addressee\nto the other party to this Agreement. Notice shall be considered given as of the\ndate of the hand delivery, one (1) calendar day after delivery to Federal\nExpress or similar overnight delivery service, or three (3) calendar days after\nthe date of mailing, independent of the date of actual delivery or whether\ndelivery is ever in fact made.\n\n\n\n                                     - 4 -\n   5\n\n\nIf to the Company:                     Sequoia Software Corporation\n                                       5457 Twin Knolls Road\n                                       Suite 310\n                                       Columbia, Maryland 21045\n                                       Attention: Board of Directors\n\nIf to the Employee:                    Kenneth Tighe\n                                       c\/o Sequoia Software Corporation\n                                       5457 Twin Knolls Road\n                                       Suite 310\n                                       Columbia, Maryland 21045\n\n              8.4    This Agreement may not be changed, amended, terminated or\nsuperseded orally, but only by an agreement in writing, nor may any of the\nprovisions hereof be waived orally, but only by an instrument in writing, in any\nsuch case signed by the party against whom enforcement of any change, amendment,\ntermination, waiver, modification, extension or discharge is sought.\n\n              8.5    Except as otherwise provided herein, this Agreement shall\nbe governed by and construed and enforced in accordance with the laws of the\nState of Maryland, without giving any effect to the principles of conflicts of\nlaws.\n\n              8.6    All descriptive headings and captions of the several\nsections of this Agreement are inserted for convenience only and do not\nconstitute a part of this Agreement.\n\n              8.7    If any provision of this Agreement, or part thereof, is\nheld to be unenforceable, the remainder of this Agreement and provision, as the\ncase may be, shall nevertheless remain in full force and effect.\n\n              8.8    Each of the parties hereto shall, at any time and from time\nto time hereafter, upon the reasonable request of the other, take such further\nactions and execute, acknowledge and deliver all such instruments of further\nassurance as necessary to carry out the provisions of this Agreement.\n\n              8.9    This Agreement contains the entire agreement and\nunderstanding between the Company and the Employee with respect to the subject\nmatter hereof and supersedes all prior understandings and agreements, including\nany prior employment contract or agreement, whether oral or written, between the\nparties hereto with respect to the specific subject matter hereof. No\nrepresentations or warranties of any kind or nature relating to the Company or\nits affiliates or their respective businesses, assets, liabilities, operations,\nfuture plans or prospects have been made by or on behalf of the Company to the\nEmployee; nor have any representations or warranties of any kind \n\n                                     - 5 -\n   6\n\n\nor nature been made by the Employee to the Company, except as expressly set\nforth in this Agreement.\n\n       IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of\nthe date hereinabove written.\n\n                                    THE COMPANY:\n\n                                    SEQUOIA SOFTWARE CORPORATION\n\n                                    By:   \/s\/ Richard C. Faint, Jr.\n                                          --------------------------------------\n                                          Name: Richard C. Faint, Jr.\n                                               ---------------------------------\n                                          Title: Chief Executive Officer\n                                                 -------------------------------\n                                   \n                                    THE EMPLOYEE:\n                                    \/s\/ Kenneth Tighe\n                                    -------------------------------------\n\n\n\n\n                                     - 6 -\n   7\n\n\n                                                                       EXHIBIT A\n\n                               EMPLOYEE INVENTION,\n                                 ASSIGNMENT AND\n                            CONFIDENTIALITY AGREEMENT\n\n       In consideration, and as a condition of my employment with Sequoia\nSoftware Corporation, a Maryland corporation (the \"COMPANY\"), I hereby represent\nto, and agree with the Company as follows:\n\n       1.     Purpose of Agreement. I understand that the Company is or will be\nengaged in a continuous program of research, development, production and\nmarketing in connection with its business and that it is critical for the\nCompany to preserve and protect its \"Confidential Information\" (as defined in\nSection 6 below), its rights in \"Inventions\" (as defined in Section 2 below) and\nin all related intellectual property rights. Accordingly, I am entering into\nthis Employee Invention Assignment and Confidentiality Agreement (the\n\"AGREEMENT\") as a condition of my employment with the Company, whether or not I\nam expected to create inventions of value for the Company.\n\n       2.     Disclosure of Inventions. I will promptly disclose in confidence\nto the Company all inventions, improvements, designs, original works of\nauthorship, formulas, processes, compositions of matter, computer software\nprograms, Internet products and services, e-commerce products and services,\ne-entertainment products and services, databases, mask works and trade secrets\n(the \"INVENTIONS\") that I make or conceive or first reduce to practice or\ncreate, either alone or jointly with others, during the period of my employment,\nwhether or not in the course of my employment, and whether or not such\nInventions are patentable, copyrightable or protectible as trade secrets.\n\n       3.     Work for Hire; Assignment of Inventions. I acknowledge and agree\nthat any copyrightable works prepared by me within the scope of my employment\nare \"works for hire\" under the Copyright Act and that the Company will be\nconsidered the author and owner of such copyrightable works. I agree that all\nInventions that (i) are developed using equipment, supplies, facilities or trade\nsecrets of the Company, (ii) result from work performed by me for the Company,\nor (iii) relate to the Company's business or current or anticipated research and\ndevelopment, will be the sole and exclusive property of the Company and are\nhereby irrevocably assigned by me to the Company from the moment of their\ncreation and fixation in tangible media.\n\n       4.     Assignment of Other Rights. In addition to the foregoing\nassignment of Inventions to the Company, I hereby irrevocably transfer and\nassign to the Company: (i) all worldwide patents, patent applications,\ncopyrights, mask works, trade secrets and other intellectual property rights in\nany Invention; and (ii) any and all \"Moral Rights\" (as defined\n\n\n   8\n\n\nbelow) that I may have in or with respect to any Invention. I also hereby\nforever waive and agree never to assert any and all Moral Rights I may have in\nor with respect to any Invention, even after termination of my work on behalf of\nthe Company. \"MORAL RIGHTS\" mean any rights to claim authorship of an Invention,\nto object to or prevent the modification of any Invention, or to withdraw from\ncirculation or control the publication or distribution of any Invention, and any\nsimilar right, existing under judicial or statutory law of any country in the\nworld, or under any treaty, regardless of whether or not such right is\ndenominated or generally referred to as a \"moral right.\"\n\n       5.     Assistance. I agree to assist the Company in every proper way to\nobtain for the Company and enforce patents, copyrights, mask work rights, trade\nsecret rights and other legal protections for the Company's Inventions in any\nand all countries. I will execute any documents that the Company may reasonably\nrequest for use in obtaining or enforcing such patents, copyrights, mask work\nrights, trade secrets and other legal protections. My obligations under this\nsection will continue beyond the termination of my employment with the Company,\nprovided that the Company will compensate me at a reasonable rate after such\ntermination for time or expenses actually spent by me at the Company's request\non such assistance. I appoint the Secretary of the Company as my\nattorney-in-fact to execute documents on my behalf for this purpose.\n\n       6.     Confidentiality Obligations.\n\n              6.1    Acknowledgement. I understand that my employment by the\nCompany creates a relationship of confidence and trust with respect to any\ninformation of a confidential or secret nature that may be disclosed to me by\nthe Company that relates to the business of the Company or to any parent,\nsubsidiary, affiliate, customer, consultant or supplier of the Company or any\nother party with whom the Company or any other party with whom the Company\nagrees to hold such information (including any and all copies thereof) of such\nparty in confidence (the \"CONFIDENTIAL INFORMATION\"). Such Confidential\nInformation is defined more specifically in Section 6.3 below.\n\n              6.2    Obligations. I agree to take the following steps to\npreserve the confidential and proprietary nature of Confidential Information:\n\n                     (a)    Non-Disclosure. At all times both during and after\nmy employment with Company, I will not use, disclose or transfer any of the\nConfidential Information other than as authorized by Company, except as may be\nnecessary to perform my duties as an employee of the Company for the benefit of\nthe Company. I understand that I am not allowed to sell, license or otherwise\nexploit any products (including software or content in any form) which embody or\notherwise exploit in whole or in part any Confidential Information.\n\n                     (b)    Disclosure Prevention. I will take all reasonable\nprecautions to prevent the inadvertent or accidental exposure of Confidential\nInformation.\n\n\n                                     - 2 -\n   9\n\n\n                     (c)    Removal. I will not remove any Confidential\nInformation from Company's premises or make copies of such materials except for\nuse in Company's business.\n\n                     (d)    Return. I will return promptly to Company all\nConfidential Information and copies thereof at any time upon the request of\nCompany, in any event and without such request, prior to the termination of my\nemployment by Company. I agree not to retain any tangible or intangible copies\nof any Confidential Information after my termination of employment for any\nreason. Upon termination of my employment, I will not take with me any documents\nor materials or copies thereof containing any Confidential Information.\n\n              6.3    Confidential Information. The following materials and\ninformation (including any and all copies thereof), whether having existed, now\nexisting, or to be developed or created during the term of my employment by\nCompany (herein referred to collectively as the \"Confidential Information\")\nwhether tangible or intangible, and whether or how stored, compiled or\nmemorialized physically, electronically, graphically, photographically or in\nwriting, are covered by this Agreement and acknowledged by me to be valuable,\nspecial and unique assets of Company the disclosure of which, may be materially\ndamaging.\n\n                     (a)    Software. All information relating to existing\nsoftware products and software in various stages of research and development\nwhich are not generally known to the public or within the Internet industry or\ntrade in which Company competes (such as know-how, Inventions, design\nspecifications, algorithms, technical formulas, engineering data, benchmark test\nresults, search engines, Internet and e-commerce tools, methodologies,\nprocedures, techniques, and information processing processes) and the physical\nembodiments of such information (such as drawings, specification sheets, design\nnotes, source code, object code, HTML code, XML code, scripts, applets, load\nmodules, schematics, flow charts, logic diagrams, procedural diagrams, coding\nsheets, work sheets, documentation, annotations, printouts, studies, manuals,\nproposals and any other written or machine-readable manuals, proposals and any\nother written or machine readable expressions of such information as are fixed\nin any tangible media).\n\n                     (b)    Other Products and Services. All information\nrelating to consulting, Inventions, entertainment content, research and\ndevelopment and other proprietary products or services, whether existing or in\nvarious stages of research and development, which are not generally known to the\npublic or within the Internet industry or trade in which Company competes (such\nas know-how, content, specifications, technical data, engineering data,\nprocesses, techniques, methodologies, and strategies) and the physical\nembodiments of such information (such as drawings, schematics, data files,\nvideo, text, pictures, sound, graphics, specification sheets, instructor\nmanuals, course materials, training aids, video cassettes, transparencies,\nslides, taped recordings of presentations, proposals, printouts, studies,\ncontracts, maintenance manuals, documentation, and any other written or\nmachine-readable expressions of such information as are fixed in any tangible\nmedia).\n\n                     (c)    Business Procedures. All information concerning or\nrelating to the way Company conducts its business which is not generally known\nto the public or within the Internet industry (such as internal business\nprocedures, controls, internal telephone numbers,\n\n\n                                     - 3 -\n   10\n\n\nplans, licensing techniques and practices, supplier, subcontractor, consultant,\nand prime contractor names and contracts and other vendor information, computer\nsystem passwords and other computer security controls, financial information,\ndistributor information, and employee data) and the physical embodiments of such\ninformation (such as check lists, samples, services and operational manuals,\ncontracts, proposals, print-outs, correspondence, forms, listings, ledgers,\nfinancial statements, financial reports, financial and operational analyses,\nfinancial and operational studies, management reports of every kind, databases,\npersonnel records pertaining to employees other than myself, and any other\nwritten or machine-readable expressions of such information as are fixed in any\ntangible media).\n\n              (d)    Marketing Plans and Customer Lists. All information\npertaining to Company's marketing plans and strategies; forecasts and\nprojections; marketing practices, procedures and policies; financial data;\ndiscounts; margins; costs; credit terms; pricing practices, procedures and\npolicies; domain names; goals and objectives; quoting practices, procedures and\npolicies; and customer data including customer lists, contracts,\nrepresentatives, requirements and needs, specifications, data provided by or\nabout prospective existing or past customers and contract terms applicable to\nsuch customers and Web site visitor data, and the physical embodiments of such\ninformation (such as license agreements, customer lists, print-outs, databases,\nmarketing plans, marketing reports, strategic business plans, marketing analyses\nand management reports, seminar and class attendee rosters, trade show or\nexhibit attendee listings, listings of potential customers and leads, and any\nother written or machine-readable expressions of such information as are fixed\nin any tangible media).\n\n                     (e)    Not Generally Known. Any information in addition to\nthe foregoing which is not generally known to the public or within the Internet\nor software industry or trade in which Company competes, and the physical\nembodiments of such information in any tangible form, whether written or\nmachine-readable in nature.\n\n              6.4    General Knowledge. The general skills, knowledge and\nexperience gained during my employment with Company, and information publicly\navailable or generally known within the industry or trade in which Company\ncompetes, is not considered Confidential Information. Also, upon termination of\nmy employment with Company, I shall not, subject to the provisions of Section 7\nbelow, be restricted from working with a person or entity which has\nindependently developed information or materials similar to Confidential\nInformation as long as I comply with my continuing obligations under this\nAgreement.\n\n              6.5    Information Disclosed Remains Property of Company. I agree\nand acknowledge that all ideas, concepts, information, and written material\ndisclosed to me by Company, or acquired from a customer or prospective customer\nof Company are and shall remain the sole and exclusive property and Confidential\nInformation of Company or such customers, and are disclosed in confidence by\nCompany or permitted to be acquired from such customers in reliance on my\nagreement to maintain them in confidence and not to use or disclose them to any\nother person except in furtherance of Company's business and for Company's\nbenefit.\n\n\n                                     - 4 -\n   11\n\n\n       7.     Non-Competition Covenant.\n\n              7.1    Competitor Defined. The term \"COMPETITOR\" shall refer to\nany person, firm, corporation, partnership or other business entity engaged in\nor about to become engaged in the production, licensing, sale or marketing of\nany product or service or planned business of Company:\n\n                     (a)    which is similar to or directly competitive with\n                     Company's proprietary Internet, e-commerce or software,\n                     research and development or development of any product or\n                     service of Company with which I have been directly\n                     concerned through my work for Company during the preceding\n                     two (2) years; or\n\n                     (b)    with respect to which I have acquired Confidential\n                     Information.\n\n              7.2    Restrictive Covenant. As a material inducement to Company\nto enter into this Agreement, I covenant and agree that without the Company's\nprior written consent, during my employment with Company and for a period of one\n(1) year following the termination of my employment, whether such termination be\nwith or without cause, I shall not enter the employ of any Competitor, nor\nengage during such period, directly or indirectly, voluntarily or involuntarily,\nas principal, agent, officer, employee or otherwise, anywhere in the United\nStates, in any actions to solicit, divert or take away any customer or supplier\nof Company, or provide services to, or assist in any manner any Competitor, or\notherwise compete with Company in the sale or licensing, of any products or\nservices competitive with the game, Internet, e-commerce or e-entertainment\nproducts or services developed or marketed by Company in the United States.\n\n              Notwithstanding the foregoing, I shall retain the right to invest\nin or have an interest in entities traded on any public market or offered by any\nnational brokerage house, provided that said interest does not exceed one\npercent (1%) of the voting control of said entity. In addition, I may make\npassive investments in privately held entities that are determined by the Board\nof Directors of the Company not to be competitors of the Company.\n\n              7.3    Employee's Acknowledgements and Agreements. I acknowledge\nthat the covenant in Section 7.2 has a unique, very substantial and immeasurable\nvalue to Company. I acknowledge and agree that the Internet, e-commerce and\nsoftware products and services developed by Company are or are intended to be\nmarketed and licensed to customers worldwide. I further acknowledge and agree to\nthe reasonableness of this covenant not to compete and the reasonableness of the\ngeographic area and duration of time which are a part of said covenant. I also\nacknowledge and agree that this covenant will not impair me from becoming\ngainfully employed, or otherwise earning a livelihood following termination of\nemployment with Company.\n\n       8.     Non-Solicitation. I agree that any attempt on my part to induce\nothers to leave Company's employ, or any effort by me to interfere with\nCompany's relationship with its other employees would be harmful and damaging to\nCompany. I agree that during employment and\n\n\n                                     - 5 -\n   12\n\n\nfor a period of two (2) years thereafter, I will not in any way, directly or\nindirectly (i) induce or attempt to induce any employee of Company to quit\nemployment with Company; (ii) otherwise interfere with or disrupt Company's\nrelationship with its employees; (iii) solicit, entice, or hire away any\nemployee of Company; or (iv) hire or engage any employee of Company or any\nformer employee of Company whose employment with Company ceased less than one\n(1) year before the date of such hiring or engagement.\n\n       9.     Project Completion. I agree to give Company at least thirty (30)\ndays prior written notice of termination to minimize any adverse effect on\nCompany for any project in which I might be involved on behalf of Company. I\nagree to use my best efforts prior to termination to complete any project then\nassigned to me to the reasonable satisfaction of the Company, and to be\navailable thereafter as reasonably required to assist with a transition and to\nanswer questions explaining the work done by me prior to termination.\n\n       10.    Notification. I hereby authorize the Company to notify my actual\nor future employers of the terms of this Agreement and my responsibilities\nhereunder.\n\n       11.    Name and Likeness Rights. I hereby authorize the Company to use,\nreuse, and to grant others the right to use and reuse my name, photograph,\nlikeness (including caricature), voice, and biographical information, and any\nreproduction or simulation thereof, in any media now known or hereafter\ndeveloped (including, but not limited to, film, video and digital or other\nelectronic media), both during and after my employment, for whatever purposes\nthe Company deems necessary.\n\n       12.    Injunctive Relief. I agree that damages in the event of any breach\nor threatened breach of this Agreement by me would be difficult to ascertain and\nthat the Company may suffer irreparable harm. I therefore agree that,\nnotwithstanding anything in this Agreement to the contrary, the Company, in\naddition to and without limiting any other remedy or right it may have, shall\nhave the right to an injunction or other equitable relief in any court of\ncompetent jurisdiction enjoining any such breach. I hereby waive any and all\ndefenses I may have on the ground of lack of jurisdiction or competence of the\ncourt to grant such an injunction or other equitable relief. The existence of\nthis right shall not preclude any other rights and remedies at law or in equity\nwhich the Company may have.\n\n       13.    Assignment. My rights, interest and benefits hereunder shall not\nbe assigned, transferred, pledged, or hypothecated in any way by me. The rights\nand obligations of the Company under this Agreement shall inure to the benefit\nof and be binding upon the successors of Company. If Company shall at any time\nbe merged or consolidated with or into another corporation, or if substantially\nall the assets of Company are transferred to another corporation, the provisions\nof this Agreement shall be binding on and shall inure to the benefit of the\ncorporation resulting from such merger or consolidation or to which such assets\nshall be transferred.\n\n       14.    Governing Law; Severability. This Agreement will be governed and\ninterpreted in accordance with the internal laws of the State of Maryland,\nwithout regard to or application of\n\n\n                                     - 6 -\n   13\n\n\nchoice-of-law rules or principles. In the event that any provision of this\nAgreement is found by a court, arbitrator or other tribunal to be illegal,\ninvalid or unenforceable, then such provision shall not be voided, but shall be\nenforced to the maximum extent permissible under applicable law, and the\nremainder of this Agreement shall remain in full force and effect.\n\n       15.    Forum Selection. The parties agree that any legal proceeding,\ncommenced by one party against the other, shall be brought in any state or\nFederal court having proper jurisdiction, within the State of Maryland. Both\nparties submit to such jurisdiction, and waive any objection to venue and\/or\nclaim of inconvenient forum.\n\n       16.    No Breach of Prior Agreement. I represent that my performance of\nall the terms of this Agreement and my duties as an employee of the Company will\nnot breach any invention assignment, proprietary information, confidentiality or\nsimilar agreement with any former employer or other party. I represent that I\nwill not bring with me to the Company or use in the performance of my duties for\nthe Company any documents or materials or intangibles of a former employer or\nthird party that are not generally available to the public or have not been\nlegally transferred to the Company.\n\n       17.    Counterparts. This Agreement may be executed in two or more\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument.\n\n       18.    Headings. The captions and headings of this Agreement are included\nfor ease of reference only and will be disregarded in interpreting or construing\nthis Agreement. All references herein to sections will refer to sections of this\nAgreement.\n\n       19.    Entire Agreement. This Agreement constitutes the entire agreement\nand understanding of the parties with respect to the subject matter of this\nAgreement, and supersedes all prior understandings and agreements, whether oral\nor written, between the parties hereto with respect to the specific subject\nmatter hereof.\n\n\n\n\n\n                                     - 7 -\n   14\n\n\nSEQUOIA SOFTWARE CORPORATION              EMPLOYEE\n\nBy:                                       \/s\/ Kenneth Tighe\n   --------------------------------       ----------------------------------\n                                          Signature\n\nName:                                     Kenneth Tighe\n     ------------------------------       ----------------------------------\n                                          Name (Please print)\n\nTitle:\n      -----------------------------\n\n\n\n                                     - 8 -\n<type>EX-10.9\n<sequence>16\n<description>EMPLOYMENT AGREEMENT BETWEEN SEQUOIA &amp; G. HEARD\n\n   1\n                                                                  EXHIBIT 10.9\n\n                              EMPLOYMENT AGREEMENT\n\n       THIS EMPLOYMENT AGREEMENT (the \"Agreement\") is made this 24th day of\nJanuary, 2000, by and between SEQUOIA SOFTWARE CORPORATION, a Maryland\ncorporation (the \"Company\"), and GREGORY G. HEARD (the \"Employee\").\n\n       IN CONSIDERATION OF the mutual covenants and agreements hereinafter set\nforth, the parties hereto hereby agree as follows:\n\n       1.     Employment.\n\n       The Company hereby employs the Employee, and the Employee hereby accepts\nemployment with the Company, upon the terms and conditions hereinafter set\nforth.\n\n       2.     Term.\n\n       Unless Employee's employment hereunder is terminated earlier pursuant to\nSection 5 of this Agreement, Employee's employment hereunder shall begin on the\ndate hereof and shall expire two (2) years from the date hereof, provided that\nupon the expiration of the first two (2) years of such employment, the\nEmployee's employment hereunder shall continue for additional consecutive\nextension terms of one (1) year each until either party gives notice of\ntermination to the other at least one hundred eighty (180) days prior to end of\nthe then current term. The term of employment described in the immediately\npreceding sentence, including any extensions but without giving effect to any\nearlier termination provided for under Section 5 of this Agreement, is\nhereinafter described as the \"Contract Term.\" The period of time during which\nthe Employee actually is employed hereunder, giving effect to any termination of\nemployment under Section 5 of this Agreement, is hereinafter described as the\n\"Term.\"\n\n       3.     Duties and Responsibilities.\n\n              3.1    During the Term, the Employee shall devote his full\nattention and expend his best efforts, energies, and skills, on a full-time\nbasis, to the business of the Company and any corporation, partnership or other\nentity controlled by the Company (each, a \"Subsidiary\"). For purposes of this\nAgreement, the term the \"Company\" shall mean the Company and all Subsidiaries.\n\n              3.2    During the Term, the Employee shall serve as the Chief\nFinancial Officer of the Company. In the performance of all of his\nresponsibilities as Chief Financial Officer hereunder, the Employee shall be\nsubject to all of the Company's policies, rules and regulations applicable to\nits employees of comparable status, shall report directly to, and be subject to\nthe direction and control of, the Chief Executive Officer of the Company, and\nshall perform such duties as shall reasonably be assigned to him by the Chief\nExecutive Officer and are consistent with those duties assigned employees of\ncomparable status. In performing such duties, the Employee will be subject to\nand abide by, and will cause employees of the Company to be subject to and abide\nby, all policies and procedures developed by senior management of the Company.\nDuring the Term, the Employee\n\n\n   2\n\n\nshall be based in offices located within a radius of forty-five (45) miles of\nthe Baltimore, Maryland city center, and, other than business travel of\nreasonable amounts and duration, Employee shall not be required to perform\nservices outside of the greater Baltimore, Maryland metropolitan area.\n\n              3.3    In order to induce the Company to enter into this\nAgreement, the Employee represents and warrants to the Company that (a) the\nEmployee is not a party or subject to any employment agreement or arrangement\nwith any other person, firm, company, corporation or other business entity, and\n(b) the Employee is subject to no restraint, limitation or restriction by virtue\nof any law, any contract or otherwise which would impair the Employee's right or\nability (i) to enter the employ of the Company, or (ii) to perform fully his\nduties and obligations pursuant to this Agreement.\n\n       4.     Compensation and Benefits.\n\n              4.1    For all services rendered by the Employee under this\nAgreement, the Company shall pay or cause to be paid to the Employee, and the\nEmployee shall accept, the Base Salary (as such term is hereinafter defined in\nthis Article 4) and participation in the Sequoia Software Corporation 2000 Stock\nIncentive Plan, all in accordance with and subject to the terms of this\nAgreement. The term \"Compensation\" shall mean the Base Salary and participation\nin the Sequoia Software Corporation 2000 Stock Incentive Plan.\n\n              4.2    During the Term, the Company shall pay the Employee a \"Base\nSalary\" at an annual rate of One Hundred Fifteen Thousand Dollars ($115,000),\npayable in installments in accordance with the Company's regular payroll\npractices and subject to all withholding required by law. The Board of Directors\nof the Company shall review the Base Salary of the Employee at least annually\nand may grant increases thereto in its sole discretion.\n\n              4.3    During the Employee's employment under this Agreement, the\nEmployee shall be eligible to participate in the Sequoia Software Corporation\n2000 Stock Incentive Plan, and other stock plans as may be maintained by the\nCompany from time to time, in whole or in part. The Employee's awards under such\nstock plans shall be determined by the Company, the Board of Directors or such\nperson or administrative body as provided under such plans.\n\n              4.4    During the Term, the Employee shall be entitled to (i)\nparticipation in such employee retirement, and welfare benefit plans, programs,\npolicies and arrangements as maintained by the Company from time to time, in\nwhole or in part, for employees of his level; subject to, and to the extent\nthat, the Employee is eligible under such benefit plans in accordance with their\nrespective terms (ii) paid vacation, holidays, leave of absence, leave for\nillness, funeral leave and temporary disability leave in accordance with the\npolicies of the Company; and (iii) perquisites as from time to time provided by\nthe Company to employees of his level.\n\n              4.5    During the Term, the Employee is authorized to incur\nreasonable expenses in the performance of his duties hereunder. The Company\nshall reimburse the Employee for all such\n\n\n                                     - 2 -\n   3\n\n\nexpenses upon the presentation by the Employee, not less frequently than\nmonthly, of signed, itemized accounts of such expenditures and vouchers, all in\naccordance with the Company's procedures and policies as adopted and in effect\nfrom time to time and applicable to its employees of comparable status.\n\n       5.     Termination.\n\n              5.1    The Company may terminate the Employee's employment under\nthis Agreement at any time for Cause. \"Cause\" shall exist for such termination\nif Employee (i) is adjudicated guilty of a felony by a court of competent\njurisdiction, (ii) commits any act of fraud or intentional misrepresentation,\n(iii) has materially breached any covenant set forth in this Agreement or\nwillfully violated any direction of the Board of Directors of the Company, which\nbreach or willful violation the Employee has not cured within thirty (30) days\nfollowing notice by the Board of Directors to the Employee of the breach or\nwillful violation, or (iv) has made any material misrepresentation to the\nCompany under Section 3.3 hereof.\n\n              5.2    The Company may terminate the Employee's employment under\nthis Agreement at any time without Cause. If the Company breaches any term of\nthis Agreement and fails to cure such breach within thirty (30) days of notice\nof such breach from the Employee, and if Employee terminates his employment with\nthe Company within thirty (30) days after the period for the cure of the breach\nby the Company expires, the Company shall be deemed to have terminated the\nEmployee's employment hereunder without Cause.\n\n              5.3    The Employee may voluntarily terminate his employment under\nthis Agreement at any time. For the purposes of this Agreement, if the Employee\nterminates his employment under this Agreement pursuant to the second sentence\nof Section 5.2 above, he shall not be deemed to have terminated such employment\nunder this Section 5.3.\n\n              5.4    The election of the Company to give notice in accordance\nwith Section 2 above that the Employee's employment hereunder will not be\nextended for an additional one (1) year term shall not constitute a termination\nof the Employee's employment hereunder by the Company without Cause for the\npurposes of Section 5.2 above.\n\n       6.     Severance Payments.\n\n       If the Employee's employment under this Agreement is terminated during\nthe Term of the Agreement by the Company without Cause, the Employee shall be\nentitled to continuation in payment of his Base Salary, at the rate in effect\nimmediately before the date of termination, for a period equal to the greater of\n(a) the period from the day after his last day of employment hereunder through\nthe last day of the Term of this Agreement, or (b) one (1) year, provided that\nthe Employee (i) honors the restrictive covenants as provided in Section 7 of\nthis Agreement and (ii) executes a release of all claims arising from his\nemployment by the Company, in such form as may then be used by the Company\nrespecting termination of employees.\n\n\n                                     - 3 -\n   4\n\n\n       7.     Restrictive Covenants.\n\n       The Employee shall execute and be bound by the Employee Invention,\nAssignment and Confidentiality Agreement, which is attached hereto as Exhibit A.\nThe Employee agrees that the Employee Invention, Assignment and Confidentiality\nAgreement constitutes a separate agreement independently supported by good and\nadequate consideration and, notwithstanding anything in this Agreement to the\ncontrary, shall be severable from the other provisions of, and shall survive,\nthis Agreement.\n\n       8.     Miscellaneous.\n\n              8.1    This Agreement is a personal contract, and the rights and\ninterests of the Employee hereunder may not be sold, transferred, assigned,\npledged or hypothecated except as otherwise expressly permitted by the\nprovisions of this Agreement. The Employee shall not under any circumstances\nhave any option or right to require payment hereunder otherwise than in\naccordance with the terms hereof. Except as otherwise expressly provided herein,\nthe Employee shall not have any power of anticipation, alienation or assignment\nof payments contemplated hereunder, and all rights and benefits of the Employee\nshall be for the sole personal benefit of the Employee, and no other person\nshall acquire any right, title or interest hereunder by reason of any sale,\nassignment, transfer claim or judgment or bankruptcy proceedings against the\nEmployee; provided, however, that in the event of the Employee's death, the\nEmployee's estate, legal representatives or heirs, as appropriate, shall succeed\nto and acquire all rights and benefits that accrued to the Employee pursuant to,\nand in accordance with, the terms of this Agreement.\n\n              8.2    The Company shall have the right to assign this Agreement\nto any successor to substantially all of its business or assets, and any such\nsuccessor shall be bound by all of the provisions hereof.\n\n              8.3    Any notice required or permitted by or in connection with\nthis Agreement shall be in writing and shall be made by hand delivery, by\nFederal Express, or other similar overnight delivery service, or by certified\nmail, unrestricted delivery, return receipt requested, postage prepaid,\naddressed to the addressee at the appropriate address set forth below or to such\nother address as may be hereafter specified by written notice by the addressee\nto the other party to this Agreement. Notice shall be considered given as of the\ndate of the hand delivery, one (1) calendar day after delivery to Federal\nExpress or similar overnight delivery service, or three (3) calendar days after\nthe date of mailing, independent of the date of actual delivery or whether\ndelivery is ever in fact made.\n\n\n\n                                     - 4 -\n   5\n\n\nIf to the Company:                       Sequoia Software Corporation\n                                         5457 Twin Knolls Road\n                                         Suite 310\n                                         Columbia, Maryland 21045\n                                         Attention: Board of Directors\n\nIf to the Employee:                      Gregory G. Heard\n                                         c\/o Sequoia Software Corporation\n                                         5457 Twin Knolls Road\n                                         Suite 310\n                                         Columbia, Maryland 21045\n\n              8.4    This Agreement may not be changed, amended, terminated or\nsuperseded orally, but only by an agreement in writing, nor may any of the\nprovisions hereof be waived orally, but only by an instrument in writing, in any\nsuch case signed by the party against whom enforcement of any change, amendment,\ntermination, waiver, modification, extension or discharge is sought.\n\n              8.5    Except as otherwise provided herein, this Agreement shall\nbe governed by and construed and enforced in accordance with the laws of the\nState of Maryland, without giving any effect to the principles of conflicts of\nlaws.\n\n              8.6    All descriptive headings and captions of the several\nsections of this Agreement are inserted for convenience only and do not\nconstitute a part of this Agreement.\n\n              8.7    If any provision of this Agreement, or part thereof, is\nheld to be unenforceable, the remainder of this Agreement and provision, as the\ncase may be, shall nevertheless remain in full force and effect.\n\n              8.8    Each of the parties hereto shall, at any time and from time\nto time hereafter, upon the reasonable request of the other, take such further\nactions and execute, acknowledge and deliver all such instruments of further\nassurance as necessary to carry out the provisions of this Agreement.\n\n              8.9    This Agreement contains the entire agreement and\nunderstanding between the Company and the Employee with respect to the subject\nmatter hereof and supersedes all prior understandings and agreements, including\nany prior employment contract or agreement, whether oral or written, between the\nparties hereto with respect to the specific subject matter hereof. No\nrepresentations or warranties of any kind or nature relating to the Company or\nits affiliates or their respective businesses, assets, liabilities, operations,\nfuture plans or prospects have been made by or on behalf of the Company to the\nEmployee; nor have any representations or warranties of any kind\n\n\n                                     - 5 -\n   6\n\n\nor nature been made by the Employee to the Company, except as expressly set\nforth in this Agreement.\n\n       IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of\nthe date hereinabove written.\n\n                                    THE COMPANY:\n\n                                    SEQUOIA SOFTWARE CORPORATION\n\n                                    By:   \/s\/ Richard C. Faint, Jr.\n                                          --------------------------------------\n                                          Name: Richard C. Faint, Jr.\n                                               ---------------------------------\n                                          Title: Chief Executive Officer\n                                                 -------------------------------\n\n                                    THE EMPLOYEE:       \n                                    \/s\/ Gregory G. Heard\n                                    --------------------------------------------\n\n\n                                     - 6 -\n   7\n\n\n                                                                       EXHIBIT A\n\n                               EMPLOYEE INVENTION,\n                                 ASSIGNMENT AND\n                            CONFIDENTIALITY AGREEMENT\n\n       In consideration, and as a condition of my employment with Sequoia\nSoftware Corporation, a Maryland corporation (the \"COMPANY\"), I hereby represent\nto, and agree with the Company as follows:\n\n       1.     Purpose of Agreement. I understand that the Company is or will be\nengaged in a continuous program of research, development, production and\nmarketing in connection with its business and that it is critical for the\nCompany to preserve and protect its \"Confidential Information\" (as defined in\nSection 6 below), its rights in \"Inventions\" (as defined in Section 2 below) and\nin all related intellectual property rights. Accordingly, I am entering into\nthis Employee Invention Assignment and Confidentiality Agreement (the\n\"AGREEMENT\") as a condition of my employment with the Company, whether or not I\nam expected to create inventions of value for the Company.\n\n       2.     Disclosure of Inventions. I will promptly disclose in confidence\nto the Company all inventions, improvements, designs, original works of\nauthorship, formulas, processes, compositions of matter, computer software\nprograms, Internet products and services, e-commerce products and services,\ne-entertainment products and services, databases, mask works and trade secrets\n(the \"INVENTIONS\") that I make or conceive or first reduce to practice or\ncreate, either alone or jointly with others, during the period of my employment,\nwhether or not in the course of my employment, and whether or not such\nInventions are patentable, copyrightable or protectible as trade secrets.\n\n       3.     Work for Hire; Assignment of Inventions. I acknowledge and agree\nthat any copyrightable works prepared by me within the scope of my employment\nare \"works for hire\" under the Copyright Act and that the Company will be\nconsidered the author and owner of such copyrightable works. I agree that all\nInventions that (i) are developed using equipment, supplies, facilities or trade\nsecrets of the Company, (ii) result from work performed by me for the Company,\nor (iii) relate to the Company's business or current or anticipated research and\ndevelopment, will be the sole and exclusive property of the Company and are\nhereby irrevocably assigned by me to the Company from the moment of their\ncreation and fixation in tangible media.\n\n       4.     Assignment of Other Rights. In addition to the foregoing\nassignment of Inventions to the Company, I hereby irrevocably transfer and\nassign to the Company: (i) all worldwide patents, patent applications,\ncopyrights, mask works, trade secrets and other intellectual property rights in\nany Invention; and (ii) any and all \"Moral Rights\" (as defined\n\n\n   8\n\n\nbelow) that I may have in or with respect to any Invention. I also hereby\nforever waive and agree never to assert any and all Moral Rights I may have in\nor with respect to any Invention, even after termination of my work on behalf of\nthe Company. \"MORAL RIGHTS\" mean any rights to claim authorship of an Invention,\nto object to or prevent the modification of any Invention, or to withdraw from\ncirculation or control the publication or distribution of any Invention, and any\nsimilar right, existing under judicial or statutory law of any country in the\nworld, or under any treaty, regardless of whether or not such right is\ndenominated or generally referred to as a \"moral right.\"\n\n       5.     Assistance. I agree to assist the Company in every proper way to\nobtain for the Company and enforce patents, copyrights, mask work rights, trade\nsecret rights and other legal protections for the Company's Inventions in any\nand all countries. I will execute any documents that the Company may reasonably\nrequest for use in obtaining or enforcing such patents, copyrights, mask work\nrights, trade secrets and other legal protections. My obligations under this\nsection will continue beyond the termination of my employment with the Company,\nprovided that the Company will compensate me at a reasonable rate after such\ntermination for time or expenses actually spent by me at the Company's request\non such assistance. I appoint the Secretary of the Company as my\nattorney-in-fact to execute documents on my behalf for this purpose.\n\n       6.     Confidentiality Obligations.\n\n              6.1    Acknowledgement. I understand that my employment by the\nCompany creates a relationship of confidence and trust with respect to any\ninformation of a confidential or secret nature that may be disclosed to me by\nthe Company that relates to the business of the Company or to any parent,\nsubsidiary, affiliate, customer, consultant or supplier of the Company or any\nother party with whom the Company or any other party with whom the Company\nagrees to hold such information (including any and all copies thereof) of such\nparty in confidence (the \"CONFIDENTIAL INFORMATION\"). Such Confidential\nInformation is defined more specifically in Section 6.3 below.\n\n              6.2    Obligations. I agree to take the following steps to\npreserve the confidential and proprietary nature of Confidential Information:\n\n                     (a)    Non-Disclosure. At all times both during and after\nmy employment with Company, I will not use, disclose or transfer any of the\nConfidential Information other than as authorized by Company, except as may be\nnecessary to perform my duties as an employee of the Company for the benefit of\nthe Company. I understand that I am not allowed to sell, license or otherwise\nexploit any products (including software or content in any form) which embody or\notherwise exploit in whole or in part any Confidential Information.\n\n                     (b)    Disclosure Prevention. I will take all reasonable\nprecautions to prevent the inadvertent or accidental exposure of Confidential\nInformation.\n\n\n                                     - 2 -\n   9\n\n\n                     (c)    Removal. I will not remove any Confidential\nInformation from Company's premises or make copies of such materials except for\nuse in Company's business.\n\n                     (d)    Return. I will return promptly to Company all\nConfidential Information and copies thereof at any time upon the request of\nCompany, in any event and without such request, prior to the termination of my\nemployment by Company. I agree not to retain any tangible or intangible copies\nof any Confidential Information after my termination of employment for any\nreason. Upon termination of my employment, I will not take with me any documents\nor materials or copies thereof containing any Confidential Information.\n\n              6.3    Confidential Information. The following materials and\ninformation (including any and all copies thereof), whether having existed, now\nexisting, or to be developed or created during the term of my employment by\nCompany (herein referred to collectively as the \"Confidential Information\")\nwhether tangible or intangible, and whether or how stored, compiled or\nmemorialized physically, electronically, graphically, photographically or in\nwriting, are covered by this Agreement and acknowledged by me to be valuable,\nspecial and unique assets of Company the disclosure of which, may be materially\ndamaging.\n\n                     (a)    Software. All information relating to existing\nsoftware products and software in various stages of research and development\nwhich are not generally known to the public or within the Internet industry or\ntrade in which Company competes (such as know-how, Inventions, design\nspecifications, algorithms, technical formulas, engineering data, benchmark test\nresults, search engines, Internet and e-commerce tools, methodologies,\nprocedures, techniques, and information processing processes) and the physical\nembodiments of such information (such as drawings, specification sheets, design\nnotes, source code, object code, HTML code, XML code, scripts, applets, load\nmodules, schematics, flow charts, logic diagrams, procedural diagrams, coding\nsheets, work sheets, documentation, annotations, printouts, studies, manuals,\nproposals and any other written or machine-readable manuals, proposals and any\nother written or machine readable expressions of such information as are fixed\nin any tangible media).\n\n                     (b)    Other Products and Services. All information\nrelating to consulting, Inventions, entertainment content, research and\ndevelopment and other proprietary products or services, whether existing or in\nvarious stages of research and development, which are not generally known to the\npublic or within the Internet industry or trade in which Company competes (such\nas know-how, content, specifications, technical data, engineering data,\nprocesses, techniques, methodologies, and strategies) and the physical\nembodiments of such information (such as drawings, schematics, data files,\nvideo, text, pictures, sound, graphics, specification sheets, instructor\nmanuals, course materials, training aids, video cassettes, transparencies,\nslides, taped recordings of presentations, proposals, printouts, studies,\ncontracts, maintenance manuals, documentation, and any other written or\nmachine-readable expressions of such information as are fixed in any tangible\nmedia).\n\n                     (c)    Business Procedures. All information concerning or\nrelating to the way Company conducts its business which is not generally known\nto the public or within the Internet industry (such as internal business\nprocedures, controls, internal telephone numbers,\n\n\n                                     - 3 -\n   10\n\n\nplans, licensing techniques and practices, supplier, subcontractor, consultant,\nand prime contractor names and contracts and other vendor information, computer\nsystem passwords and other computer security controls, financial information,\ndistributor information, and employee data) and the physical embodiments of such\ninformation (such as check lists, samples, services and operational manuals,\ncontracts, proposals, print-outs, correspondence, forms, listings, ledgers,\nfinancial statements, financial reports, financial and operational analyses,\nfinancial and operational studies, management reports of every kind, databases,\npersonnel records pertaining to employees other than myself, and any other\nwritten or machine-readable expressions of such information as are fixed in any\ntangible media).\n\n                     (d)    Marketing Plans and Customer Lists. All information\npertaining to Company's marketing plans and strategies; forecasts and\nprojections; marketing practices, procedures and policies; financial data;\ndiscounts; margins; costs; credit terms; pricing practices, procedures and\npolicies; domain names; goals and objectives; quoting practices, procedures and\npolicies; and customer data including customer lists, contracts,\nrepresentatives, requirements and needs, specifications, data provided by or\nabout prospective existing or past customers and contract terms applicable to\nsuch customers and Web site visitor data, and the physical embodiments of such\ninformation (such as license agreements, customer lists, print-outs, databases,\nmarketing plans, marketing reports, strategic business plans, marketing analyses\nand management reports, seminar and class attendee rosters, trade show or\nexhibit attendee listings, listings of potential customers and leads, and any\nother written or machine-readable expressions of such information as are fixed\nin any tangible media).\n\n                     (e)    Not Generally Known. Any information in addition to\nthe foregoing which is not generally known to the public or within the Internet\nor software industry or trade in which Company competes, and the physical\nembodiments of such information in any tangible form, whether written or\nmachine-readable in nature.\n\n              6.4    General Knowledge. The general skills, knowledge and\nexperience gained during my employment with Company, and information publicly\navailable or generally known within the industry or trade in which Company\ncompetes, is not considered Confidential Information. Also, upon termination of\nmy employment with Company, I shall not, subject to the provisions of Section 7\nbelow, be restricted from working with a person or entity which has\nindependently developed information or materials similar to Confidential\nInformation as long as I comply with my continuing obligations under this\nAgreement.\n\n              6.5    Information Disclosed Remains Property of Company. I agree\nand acknowledge that all ideas, concepts, information, and written material\ndisclosed to me by Company, or acquired from a customer or prospective customer\nof Company are and shall remain the sole and exclusive property and Confidential\nInformation of Company or such customers, and are disclosed in confidence by\nCompany or permitted to be acquired from such customers in reliance on my\nagreement to maintain them in confidence and not to use or disclose them to any\nother person except in furtherance of Company's business and for Company's\nbenefit.\n\n\n                                     - 4 -\n   11\n\n\n       7.     Non-Competition Covenant.\n\n              7.1    Competitor Defined. The term \"COMPETITOR\" shall refer to\nany person, firm, corporation, partnership or other business entity engaged in\nor about to become engaged in the production, licensing, sale or marketing of\nany product or service or planned business of Company:\n\n                     (a)    which is similar to or directly competitive with\n                     Company's proprietary Internet, e-commerce or software,\n                     research and development or development of any product or\n                     service of Company with which I have been directly\n                     concerned through my work for Company during the preceding\n                     two (2) years; or\n\n                     (b)    with respect to which I have acquired Confidential\n                     Information.\n\n              7.2    Restrictive Covenant. As a material inducement to Company\nto enter into this Agreement, I covenant and agree that without the Company's\nprior written consent, during my employment with Company and for a period of one\n(1) year following the termination of my employment, whether such termination be\nwith or without cause, I shall not enter the employ of any Competitor, nor\nengage during such period, directly or indirectly, voluntarily or involuntarily,\nas principal, agent, officer, employee or otherwise, anywhere in the United\nStates, in any actions to solicit, divert or take away any customer or supplier\nof Company, or provide services to, or assist in any manner any Competitor, or\notherwise compete with Company in the sale or licensing, of any products or\nservices competitive with the game, Internet, e-commerce or e-entertainment\nproducts or services developed or marketed by Company in the United States.\n\n              Notwithstanding the foregoing, I shall retain the right to invest\nin or have an interest in entities traded on any public market or offered by any\nnational brokerage house, provided that said interest does not exceed one\npercent (1%) of the voting control of said entity. In addition, I may make\npassive investments in privately held entities that are determined by the Board\nof Directors of the Company not to be competitors of the Company.\n\n              7.3    Employee's Acknowledgements and Agreements. I acknowledge\nthat the covenant in Section 7.2 has a unique, very substantial and immeasurable\nvalue to Company. I acknowledge and agree that the Internet, e-commerce and\nsoftware products and services developed by Company are or are intended to be\nmarketed and licensed to customers worldwide. I further acknowledge and agree to\nthe reasonableness of this covenant not to compete and the reasonableness of the\ngeographic area and duration of time which are a part of said covenant. I also\nacknowledge and agree that this covenant will not impair me from becoming\ngainfully employed, or otherwise earning a livelihood following termination of\nemployment with Company.\n\n       8.     Non-Solicitation. I agree that any attempt on my part to induce\nothers to leave Company's employ, or any effort by me to interfere with\nCompany's relationship with its other employees would be harmful and damaging to\nCompany. I agree that during employment and\n\n\n                                     - 5 -\n   12\n\n\nfor a period of two (2) years thereafter, I will not in any way, directly or\nindirectly (i) induce or attempt to induce any employee of Company to quit\nemployment with Company; (ii) otherwise interfere with or disrupt Company's\nrelationship with its employees; (iii) solicit, entice, or hire away any\nemployee of Company; or (iv) hire or engage any employee of Company or any\nformer employee of Company whose employment with Company ceased less than one\n(1) year before the date of such hiring or engagement.\n\n       9.     Project Completion. I agree to give Company at least thirty (30)\ndays prior written notice of termination to minimize any adverse effect on\nCompany for any project in which I might be involved on behalf of Company. I\nagree to use my best efforts prior to termination to complete any project then\nassigned to me to the reasonable satisfaction of the Company, and to be\navailable thereafter as reasonably required to assist with a transition and to\nanswer questions explaining the work done by me prior to termination.\n\n       10.    Notification. I hereby authorize the Company to notify my actual\nor future employers of the terms of this Agreement and my responsibilities\nhereunder.\n\n       11.    Name and Likeness Rights. I hereby authorize the Company to use,\nreuse, and to grant others the right to use and reuse my name, photograph,\nlikeness (including caricature), voice, and biographical information, and any\nreproduction or simulation thereof, in any media now known or hereafter\ndeveloped (including, but not limited to, film, video and digital or other\nelectronic media), both during and after my employment, for whatever purposes\nthe Company deems necessary.\n\n       12.    Injunctive Relief. I agree that damages in the event of any breach\nor threatened breach of this Agreement by me would be difficult to ascertain and\nthat the Company may suffer irreparable harm. I therefore agree that,\nnotwithstanding anything in this Agreement to the contrary, the Company, in\naddition to and without limiting any other remedy or right it may have, shall\nhave the right to an injunction or other equitable relief in any court of\ncompetent jurisdiction enjoining any such breach. I hereby waive any and all\ndefenses I may have on the ground of lack of jurisdiction or competence of the\ncourt to grant such an injunction or other equitable relief. The existence of\nthis right shall not preclude any other rights and remedies at law or in equity\nwhich the Company may have.\n\n       13.    Assignment. My rights, interest and benefits hereunder shall not\nbe assigned, transferred, pledged, or hypothecated in any way by me. The rights\nand obligations of the Company under this Agreement shall inure to the benefit\nof and be binding upon the successors of Company. If Company shall at any time\nbe merged or consolidated with or into another corporation, or if substantially\nall the assets of Company are transferred to another corporation, the provisions\nof this Agreement shall be binding on and shall inure to the benefit of the\ncorporation resulting from such merger or consolidation or to which such assets\nshall be transferred.\n\n       14.    Governing Law; Severability. This Agreement will be governed and\ninterpreted in accordance with the internal laws of the State of Maryland,\nwithout regard to or application of\n\n\n                                     - 6 -\n   13\n\n\nchoice-of-law rules or principles. In the event that any provision of this\nAgreement is found by a court, arbitrator or other tribunal to be illegal,\ninvalid or unenforceable, then such provision shall not be voided, but shall be\nenforced to the maximum extent permissible under applicable law, and the\nremainder of this Agreement shall remain in full force and effect.\n\n       15.    Forum Selection. The parties agree that any legal proceeding,\ncommenced by one party against the other, shall be brought in any state or\nFederal court having proper jurisdiction, within the State of Maryland. Both\nparties submit to such jurisdiction, and waive any objection to venue and\/or\nclaim of inconvenient forum.\n\n       16.    No Breach of Prior Agreement. I represent that my performance of\nall the terms of this Agreement and my duties as an employee of the Company will\nnot breach any invention assignment, proprietary information, confidentiality or\nsimilar agreement with any former employer or other party. I represent that I\nwill not bring with me to the Company or use in the performance of my duties for\nthe Company any documents or materials or intangibles of a former employer or\nthird party that are not generally available to the public or have not been\nlegally transferred to the Company.\n\n       17.    Counterparts. This Agreement may be executed in two or more\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument.\n\n       18.    Headings. The captions and headings of this Agreement are included\nfor ease of reference only and will be disregarded in interpreting or construing\nthis Agreement. All references herein to sections will refer to sections of this\nAgreement.\n\n       19.    Entire Agreement. This Agreement constitutes the entire agreement\nand understanding of the parties with respect to the subject matter of this\nAgreement, and supersedes all prior understandings and agreements, whether oral\nor written, between the parties hereto with respect to the specific subject\nmatter hereof.\n\nSEQUOIA SOFTWARE CORPORATION            EMPLOYEE\n\nBy: \/s\/ Richard C. Faint, Jr.           \/s\/ Gregory G. Heard\n-----------------------------------     ------------------------------------\n                                        Signature\n\nName: Richard C. Faint, Jr.             Gregory G. Heard\n     ------------------------------     ------------------------------------\n                                        Name (Please print)\n\nTitle: Chief Executive Officer\n      -----------------------------\n\n\n\n\n\n                                     - 7 -\n\n<\/description><\/sequence><\/type><\/description><\/sequence><\/type><\/description><\/sequence><\/type><\/description><\/sequence><\/type><\/description><\/sequence><\/type><\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8811],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9544],"class_list":["post-39560","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sequoia-software-corp","corporate_contracts_industries-technology__software","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\/39560","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=39560"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39560"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39560"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39560"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}