{"id":40771,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/confidentiality-noninterference-and-invention-assignment.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"confidentiality-noninterference-and-invention-assignment","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/confidentiality-noninterference-and-invention-assignment.html","title":{"rendered":"Confidentiality, Noninterference, and Invention Assignment Agreement – Interactive Data Corp."},"content":{"rendered":"

CONFIDENTIALITY, NON-INTERFERENCE, AND INVENTIONASSIGNMENT AGREEMENT <\/strong><\/p>\n

As a condition of my becoming employed by, or continuing employment with,
\nInteractive Data Corporation, a Delaware corporation (the “Company<\/u>“), and
\nin consideration of my employment with the Company and my receipt of the
\ncompensation now and hereafter paid to me by the Company, I agree to the
\nfollowing:<\/p>\n\n\n\n
<\/td>\n\n

Section 1.<\/p>\n<\/td>\n

\n

Confidential Information<\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(a) Company Group Information<\/u>. I acknowledge that, during the course
\nof my employment, I will have access to information about the Company and its
\ndirect and indirect parents and subsidiaries (collectively, the “Company
\nGroup<\/u>“) and that my employment with the Company shall bring me into close
\ncontact with confidential and proprietary information of the Company Group. In
\nrecognition of the foregoing, I agree, at all times during the term of my
\nemployment with the Company and for the ten (10) year period following my
\ntermination of my employment with the Company Group for any reason, to hold in
\nconfidence, and not to use, except for the benefit of the Company Group, or to
\ndisclose to any person, firm, corporation, or other entity without written
\nauthorization of the Company, any Confidential Information that I obtain or
\ncreate. I further agree not to make copies of such Confidential Information
\nexcept as authorized by the Company. I understand that “Confidential
\nInformation<\/u>” means information that the Company Group has developed,
\nacquired, created, compiled, discovered, or owned or will develop, acquire,
\ncreate, compile, discover, or own, that has value in or to the business of the
\nCompany Group that is not generally known and that the Company wishes to
\nmaintain as confidential. I understand that Confidential Information includes,
\nbut is not limited to, any and all non-public information that relates to the
\nactual or anticipated business and\/or products, research, or development of the
\nCompany, or to the Company153s technical data, trade secrets, or know-how,
\nincluding, but not limited to, research, product plans, or other information
\nregarding the Company153s products or services and markets, customer lists, and
\ncustomers (including, but not limited to, customers of the Company on whom I
\ncalled or with whom I may become acquainted during the term of my employment),
\nsoftware, developments, inventions, processes, formulas, technology, designs,
\ndrawings, engineering, hardware configuration information, marketing, finances,
\nand other business information disclosed by the Company either directly or
\nindirectly in writing, orally, or by drawings or inspection of premises, parts,
\nequipment, or other Company property. Notwithstanding the foregoing,
\nConfidential Information shall not include (i) any of the foregoing items that
\nhave become publicly and widely known through no unauthorized disclosure by me
\nor others who were under confidentiality obligations as to the item or items
\ninvolved or (ii) any information that I am required to disclose to, or by, any
\ngovernmental or judicial authority; provided<\/em>, however<\/em>, that in
\nsuch event I will give the Company prompt written notice thereof so that the
\nCompany Group may seek an appropriate protective order and\/or waive in writing
\ncompliance with the confidentiality provisions of this Confidentiality,
\nNon-Interference, and Invention Assignment Agreement (the “Non-Interference
\nAgreement<\/u>“).<\/p>\n

(b) Former Employer Information<\/u>. I represent that my performance of
\nall of the terms of this Non-Interference Agreement as an employee of the
\nCompany has not breached and will not breach any agreement to keep in confidence
\nproprietary information,<\/p>\n

\n

knowledge, or data acquired by me in confidence or trust prior or subsequent
\nto the commencement of my employment with the Company, and I will not disclose
\nto any member of the Company Group, or induce any member of the Company Group to
\nuse, any developments, or confidential or proprietary information or material I
\nmay have obtained in connection with employment with any prior employer in
\nviolation of a confidentiality agreement, nondisclosure agreement, or similar
\nagreement with such prior employer.<\/p>\n\n\n\n
<\/td>\n\n

Section 2.<\/p>\n<\/td>\n

\n

Developments<\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(a) Developments Retained and Licensed<\/u>. I have attached hereto, as
\nSchedule A<\/u>, a list describing with particularity all developments,
\noriginal works of authorship, developments, improvements, and trade secrets that
\nI can demonstrate were created or owned by me prior to the commencement of my
\nemployment (collectively referred to as “Prior Developments<\/u>“), which
\nbelong solely to me or belong to me jointly with another, that relate in any way
\nto any of the actual or proposed businesses, products, or research and
\ndevelopment of any member of the Company Group, and that are not assigned to the
\nCompany hereunder, or if no such list is attached, I represent that there are no
\nsuch Prior Developments. If, during any period during which I perform or
\nperformed services for the Company Group both before or after the date hereof
\n(the “Assignment Period<\/u>“), whether as an officer, employee, director,
\nindependent contractor, consultant, or agent, or in any other capacity, I
\nincorporate (or have incorporated) into a Company Group product or process a
\nPrior Development owned by me or in which I have an interest, I hereby grant the
\nCompany, and the Company Group shall have, a non-exclusive, royalty-free,
\nirrevocable, perpetual, transferable worldwide license (with the right to
\nsublicense) to make, have made, copy, modify, make derivative works of, use,
\nsell, and otherwise distribute such Prior Development as part of or in
\nconnection with such product or process.<\/p>\n

(b) Assignment of Developments<\/u>. I agree that I will, without
\nadditional compensation, promptly make full written disclosure to the Company,
\nand will hold in trust for the sole right and benefit of the Company all
\ndevelopments, original works of authorship, inventions, concepts, know-how,
\nimprovements, trade secrets, and similar proprietary rights, whether or not
\npatentable or registrable under copyright or similar laws, which I may solely or
\njointly conceive or develop or reduce to practice, or have solely or jointly
\nconceived or developed or reduced to practice, or have caused or may cause to be
\nconceived or developed or reduced to practice, during the Assignment Period,
\nwhether or not during regular working hours, provided they either (i) relate at
\nthe time of conception, development or reduction to practice to the business of
\nany member of the Company Group, or the actual or anticipated research or
\ndevelopment of any member of the Company Group; (ii) result from or relate to
\nany work performed for any member of the Company Group; or (iii) are developed
\nthrough the use of equipment, supplies, or facilities of any member of the
\nCompany Group, or any Confidential Information, or in consultation with
\npersonnel of any member of the Company Group (collectively referred to as
\n“Developments<\/u>“). I further acknowledge that all Developments made by me
\n(solely or jointly with others) within the scope of and during the Assignment
\nPeriod are “works made for hire” (to the greatest extent permitted by applicable
\nlaw) for which I am, in part, compensated by my salary, unless regulated
\notherwise by law, but that, in the event any such Development is deemed not to
\nbe a work made for hire, I hereby assign to the Company, or its designee, all my
\nright, title, and interest throughout the world in and to any such Development.\n<\/p>\n

\n

(c) Maintenance of Records<\/u>. I agree to keep and maintain adequate and
\ncurrent written records of all Developments made by me (solely or jointly with
\nothers) during the Assignment Period. The records may be in the form of notes,
\nsketches, drawings, flow charts, electronic data or recordings, and any other
\nformat. The records will be available to and remain the sole property of the
\nCompany Group at all times. I agree not to remove such records from the
\nCompany153s place of business except as expressly permitted by Company Group
\npolicy, which may, from time to time, be revised at the sole election of the
\nCompany Group for the purpose of furthering the business of the Company Group.\n<\/p>\n

(d) Intellectual Property Rights<\/u>. I agree to assist the Company, or
\nits designee, at the Company153s expense, in every way to secure the rights of the
\nCompany Group in the Developments and any copyrights, patents, trademarks,
\nservice marks, database rights, domain names, mask work rights, moral rights,
\nand other intellectual property rights relating thereto in any and all
\ncountries, including the disclosure to the Company of all pertinent information
\nand data with respect thereto, the execution of all applications,
\nspecifications, oaths, assignments, recordations, and all other instruments that
\nthe Company shall deem necessary in order to apply for, obtain, maintain, and
\ntransfer such rights and in order to assign and convey to the Company Group the
\nsole and exclusive right, title, and interest in and to such Developments, and
\nany intellectual property and other proprietary rights relating thereto. I
\nfurther agree that my obligation to execute or cause to be executed, when it is
\nin my power to do so, any such instrument or papers shall continue after the
\ntermination of the Assignment Period until the expiration of the last such
\nintellectual property right to expire in any country of the world;
\nprovided<\/em>, however<\/em>, the Company shall reimburse me for my
\nreasonable expenses incurred in connection with carrying out the foregoing
\nobligation. If the Company is unable because of my mental or physical incapacity
\nor unavailability for any other reason to secure my signature to apply for or to
\npursue any application for any United States or foreign patents or copyright
\nregistrations covering Developments or original works of authorship assigned to
\nthe Company as above, then I hereby irrevocably designate and appoint the
\nCompany and its duly authorized officers and agents as my agent and attorney in
\nfact to act for and in my behalf and stead to execute and file any such
\napplications or records and to do all other lawfully permitted acts to further
\nthe application for, prosecution, issuance, maintenance, and transfer of letters
\npatent or registrations thereon with the same legal force and effect as if
\noriginally executed by me. I hereby waive and irrevocably quitclaim to the
\nCompany any and all claims, of any nature whatsoever, that I now or hereafter
\nhave for past, present, or future infringement of any and all proprietary rights
\nassigned to the Company.<\/p>\n\n\n\n
<\/td>\n\n

Section 3.<\/p>\n<\/td>\n

\n

Returning Company Group Documents<\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

I agree that, at the time of termination of my employment with the Company
\nfor any reason, I will deliver to the Company (and will not keep in my
\npossession, recreate, or deliver to anyone else) any and all Confidential
\nInformation and all other documents, materials, information, and property
\ndeveloped by me pursuant to my employment or otherwise belonging to the Company.
\nI agree further that any property situated on the Company153s premises and owned
\nby the Company (or any other member of the Company Group), including disks and
\nother storage media, filing cabinets, and other work areas, is subject to
\ninspection by personnel of any member of the Company Group at any time with or
\nwithout notice.<\/p>\n

\n\n\n\n
<\/td>\n\n

Section 4.<\/p>\n<\/td>\n

\n

Disclosure of Agreement<\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

As long as it remains in effect, I will disclose the existence of this
\nNon-Interference Agreement to any prospective employer, partner, co-venturer,
\ninvestor, or lender prior to entering into an employment, partnership, or other
\nbusiness relationship with such person or entity.<\/p>\n\n\n\n
<\/td>\n\n

Section 5.<\/p>\n<\/td>\n

\n

Restrictions on Interfering<\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(a) Non-Competition<\/u>. During the Non-Compete Period, I shall not,
\ndirectly or indirectly, individually or on behalf of any person, company,
\nenterprise, or entity, or as a sole proprietor, partner, stockholder, director,
\nofficer, principal, agent, or executive, or in any other capacity or
\nrelationship, engage in any Competitive Activities within any State of the
\nUnited States of America and any other jurisdiction in which any member of the
\nCompany Group engages (or has committed plans to engage) in business during the
\nNon-Compete Period, was engaged in business (or had committed plans to engage of
\nwhich I have knowledge at the time of termination of my employment);
\nprovided<\/em>, that my indirect ownership (i.e.<\/u>, ownership through a
\nfund that is not controlled by me or any of my affiliates) of not more than
\nthree percent (3%) of the outstanding shares of any publicly traded company
\nshall not be deemed to breach of this Section 5(a).<\/p>\n

(b) Non-Interference<\/u>. During the Non-Interference Period, I shall not,
\ndirectly or indirectly for my own account or for the account of any other
\nindividual or entity, engage in Interfering Activities.<\/p>\n

(c) Definitions<\/u>. For purposes of this Non-Interference Agreement :\n<\/p>\n

(i) “Business Relation<\/u>” shall mean any current or prospective client,
\ncustomer, licensee, or other business relation of the Company Group, or any such
\nrelation that was a client, customer, licensee, supplier, or other business
\nrelation within the six (6) month period prior to the expiration of the
\nEmployment Period, in each case, to whom I provided services, or with whom I
\ntransacted business, or whose identity became known to me in connection with my
\nrelationship with or employment by the Company.<\/p>\n

(ii) “Competitive Activities<\/u>” shall mean any business activities in
\nwhich any member of the Company Group is engaged (or has committed plans to
\nengage) during the Employment Period. For the avoidance of doubt, the provision
\nof any services for any of the following entities (or any of their respective
\naffiliates) shall, without limitation, be considered “Competitive Activities”
\nfor purposes of this Non-Interference Agreement: Bloomberg, L.P., Thomson
\nReuters, The McGraw-Hill Companies, MarkIt Partners, Superderivatives,
\nPricingDirect, Inc., SIX Telekurs Ltd, and ACTIVFinancial.<\/p>\n

\n

(iii) “Employment Period<\/u>” shall mean the period of my employment with
\nthe Company.<\/p>\n

(iv) “Good Reason<\/u>” shall mean, without my consent, (i) a material
\nreduction in my base salary, or (ii) the relocation of my principal place of
\nemployment more than fifty (50) miles from its current location.<\/p>\n

(v) “Interfering Activities<\/u>” shall mean (A) encouraging, soliciting,
\nor inducing, or in any manner attempting to encourage, solicit, or induce, any
\nindividual or entity employed by, or providing consulting services to, any
\nmember of the Company Group to terminate such individual153s or entity153s
\nemployment or services (or in the case of a consultant, materially reducing such
\nservices) with the Company Group; (B) hiring any individual who was employed by
\nany member of the Company Group within the six (6) month period prior to the
\ndate of such hiring; or (C) encouraging, soliciting, or inducing, or in any
\nmanner attempting to encourage, solicit, or induce, any Business Relation to
\ncease doing business with or reduce the amount of business conducted with the
\nCompany Group, or in any way interfering with the relationship between any such
\nBusiness Relation and the Company Group.<\/p>\n

(vi) “Non-Compete Period<\/u>” shall mean the period commencing on the
\nfirst day of the Employment Period and ending on either (x) the termination of
\nthe Employment Period by the Company without Cause (as defined in the Igloo
\nHoldings Corporation 2010 Stock Incentive Plan, as amended or restated from time
\nto time) or by me for Good Reason, or (y) the twelve (12) month anniversary of
\nthe termination of the Employment Period for any reason other than a termination
\nby the Company without Cause or by me for Good Reason.<\/p>\n

(vii) “Non-Interference Period<\/u>” shall mean the period commencing on
\nthe first day of the Employment Period and ending on the twelve (12) month
\nanniversary of the termination of the Employment Period for any reason.<\/p>\n

(d) Non-Disparagement<\/u>. I agree that during the Employment Period, and
\nat all times thereafter, I will not make any disparaging or defamatory comments
\nregarding any member of the Company Group or its respective current or former
\ndirectors, officers, or employees in any respect or make any comments concerning
\nany aspect of my relationship with any member of the Company Group or any
\nconduct or events which precipitated any termination of my employment from any
\nmember of the Company Group. However, my obligations under this subparagraph (d)
\nshall not apply to disclosures required by applicable law, regulation, or order
\nof a court or governmental agency.<\/p>\n

(e) Other Restrictions<\/u>. The covenants contained in this Section 5 are
\nin addition to, and not in lieu of, any similar covenants to which Employee may
\nbe subject from time to time.<\/p>\n\n\n\n
<\/td>\n\n

Section 6.<\/p>\n<\/td>\n

\n

Reasonableness of Restrictions<\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

I acknowledge and recognize the highly competitive nature of the Company153s
\nbusiness, that access to Confidential Information renders me special and unique
\nwithin the<\/p>\n

\n

Company153s industry, and that I will have the opportunity to develop
\nsubstantial relationships with existing and prospective clients, accounts,
\ncustomers, consultants, contractors, investors, and strategic partners of the
\nCompany Group during the course of and as a result of my employment with the
\nCompany. In light of the foregoing, I recognize and acknowledge that the
\nrestrictions and limitations set forth in this Non-Interference Agreement are
\nreasonable and valid in geographical and temporal scope and in all other
\nrespects and are essential to protect the value of the business and assets of
\nthe Company Group. I acknowledge further that the restrictions and limitations
\nset forth in this Non-Interference Agreement will not materially interfere with
\nmy ability to earn a living following the termination of my employment with the
\nCompany and that my ability to earn a livelihood without violating such
\nrestrictions is a material condition to my employment with the Company.<\/p>\n\n\n\n
<\/td>\n\n

Section 7.<\/p>\n<\/td>\n

\n

Independence; Severability; Blue Pencil<\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Each of the rights enumerated in this Non-Interference Agreement shall be
\nindependent of the others and shall be in addition to and not in lieu of any
\nother rights and remedies available to the Company Group at law or in equity. If
\nany of the provisions of this Non-Interference Agreement or any part of any of
\nthem is hereafter construed or adjudicated to be invalid or unenforceable, the
\nsame shall not affect the remainder of this Non-Interference Agreement, which
\nshall be given full effect without regard to the invalid portions. If any of the
\ncovenants contained herein are held to be invalid or unenforceable because of
\nthe duration of such provisions or the area or scope covered thereby, I agree
\nthat the court making such determination shall have the power to reduce the
\nduration, scope, and\/or area of such provision to the maximum and\/or broadest
\nduration, scope, and\/or area permissible by law, and in its reduced form said
\nprovision shall then be enforceable.<\/p>\n\n\n\n
<\/td>\n\n

Section 8.<\/p>\n<\/td>\n

\n

Injunctive Relief<\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

I expressly acknowledge that any breach or threatened breach of any of the
\nterms and\/or conditions set forth in this Non-Interference Agreement may result
\nin substantial, continuing, and irreparable injury to the members of the Company
\nGroup. Therefore, I hereby agree that, in addition to any other remedy that may
\nbe available to the Company, any member of the Company Group shall be entitled
\nto seek injunctive relief, specific performance, or other equitable relief by a
\ncourt of appropriate jurisdiction in the event of any breach or threatened
\nbreach of the terms of this Non-Interference Agreement without the necessity of
\nproving irreparable harm or injury as a result of such breach or threatened
\nbreach. Notwithstanding any other provision to the contrary, I acknowledge and
\nagree that the Non-Compete Period, or Non-Interference Period, as applicable,
\nshall be tolled during any period of violation of any of the covenants in
\nSection 5 hereof and during any other period required for litigation during
\nwhich the Company or any other member of the Company Group seeks to enforce such
\ncovenants against me if it is ultimately determined that I was in breach of such
\ncovenants.<\/p>\n\n\n\n
<\/td>\n\n

Section 9.<\/p>\n<\/td>\n

\n

Cooperation<\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

I agree that, following any termination of my employment, I will continue to
\nprovide reasonable cooperation to the Company and\/or any other member of the
\nCompany Group and its or their respective counsel in connection with any
\ninvestigation, administrative<\/p>\n

\n

proceeding, or litigation relating to any matter that occurred during my
\nemployment in which I was involved or of which I have knowledge. As a condition
\nof such cooperation, the Company shall reimburse me for reasonable out-of-pocket
\nexpenses incurred at the request of the Company with respect to my compliance
\nwith this paragraph. I also agree that, in the event that I am subpoenaed by any
\nperson or entity (including, but not limited to, any government agency) to give
\ntestimony or provide documents (in a deposition, court proceeding, or otherwise)
\nthat in any way relates to my employment by the Company and\/or any other member
\nof the Company Group, I will give prompt notice of such request to the Company
\nand will make no disclosure until the Company and\/or the other member of the
\nCompany Group has had a reasonable opportunity to contest the right of the
\nrequesting person or entity to such disclosure.<\/p>\n\n\n\n
<\/td>\n\n

Section 10.<\/p>\n<\/td>\n

\n

General Provisions<\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(a) Governing Law and Jurisdiction<\/u>. EXCEPT WHERE PREEMPTED BY FEDERAL
\nLAW, THE VALIDITY, INTERPRETATION, CONSTRUCTION, AND PERFORMANCE OF THIS
\nNON-INTERFERENCE AGREEMENT IS GOVERNED BY AND IS TO BE CONSTRUED UNDER THE LAWS
\nOF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN
\nTHAT STATE, WITHOUT REGARD TO CONFLICT OF LAWS RULES. ANY DISPUTE OR CLAIM
\nARISING OUT OF OR RELATING TO THIS NON-INTERFERENCE AGREEMENT OR CLAIM OF BREACH
\nHEREOF SHALL BE BROUGHT EXCLUSIVELY IN THE UNITED STATES DISTRICT COURT FOR THE
\nSTATE OF DELAWARE, TO THE EXTENT FEDERAL JURISDICTION EXISTS, AND IN ANY COURT
\nSITTING IN DELAWARE, BUT ONLY IN THE EVENT FEDERAL JURISDICTION DOES NOT EXIST,
\nAND ANY APPLICABLE APPELLATE COURTS. BY EXECUTION OF THIS NON-INTERFERENCE
\nAGREEMENT, THE PARTIES HERETO, AND THEIR RESPECTIVE AFFILIATES, CONSENT TO THE
\nEXCLUSIVE JURISDICTION OF SUCH COURTS, AND WAIVE ANY RIGHT TO CHALLENGE
\nJURISDICTION OR VENUE IN SUCH COURT WITH REGARD TO ANY SUIT, ACTION, OR
\nPROCEEDING UNDER OR IN CONNECTION WITH THIS NON-INTERFERENCE AGREEMENT. EACH
\nPARTY TO THIS NON-INTERFERENCE AGREEMENT ALSO HEREBY WAIVES ANY RIGHT TO TRIAL
\nBY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN
\nCONNECTION WITH THIS NON-INTERFERENCE AGREEMENT.<\/p>\n

(b) Entire Agreement<\/u>. This Non-Interference Agreement sets forth the
\nentire agreement and understanding between the Company and me relating to the
\nsubject matter herein and merges all prior discussions between us. No
\nmodification or amendment to this Non-Interference Agreement, nor any waiver of
\nany rights under this Non-Interference Agreement, will be effective unless in
\nwriting signed by the party to be charged. Any subsequent change or changes in
\nmy duties, obligations, rights, or compensation will not affect the validity or
\nscope of this Non-Interference Agreement.<\/p>\n

(c) No Right of Continued Employment<\/u>. I acknowledge and agree that
\nnothing contained herein shall be construed as granting me any right to
\ncontinued employment by the Company, and the right of the Company to terminate
\nmy employment at any time and for any reason, with or without cause, is
\nspecifically reserved.<\/p>\n

\n

(d) Successors and Assigns<\/u>. This Non-Interference Agreement will be
\nbinding upon my heirs, executors, administrators, and other legal
\nrepresentatives and will be for the benefit of the Company, its successors, and
\nits assigns. I expressly acknowledge and agree that this Non-Interference
\nAgreement may be assigned by the Company without my consent to any other member
\nof the Company Group as well as any purchaser of all or substantially all of the
\nassets or stock of the Company, whether by purchase, merger, or other similar
\ncorporate transaction, provided that the license granted pursuant to Section
\n2(a) may be assigned to any third party by the Company without my consent.<\/p>\n

(e) Survival<\/u>. The provisions of this Non-Interference Agreement shall
\nsurvive the termination of my employment with the Company and\/or the assignment
\nof this Non-Interference Agreement by the Company to any successor in interest
\nor other assignee.<\/p>\n

* * *<\/p>\n

I, , have executed this Confidentiality, Non-Interference, and Invention
\nAssignment Agreement on the respective date set forth below:<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Date:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

(Signature)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

(Type\/Print Name)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

SCHEDULE A <\/strong><\/p>\n

LIST OF PRIOR DEVELOPMENTS <\/strong><\/p>\n

AND ORIGINAL WORKS OF AUTHORSHIP <\/strong><\/p>\n

EXCLUDED FROM SECTION 2 <\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Title<\/p>\n<\/td>\n

<\/td>\n\n

Date<\/p>\n<\/td>\n

<\/td>\n\n

Identifying Number or Brief Description<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
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No Developments or improvements<\/p>\n<\/td>\n<\/tr>\n

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Additional Sheets Attached<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
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Signature of Employee:<\/p>\n<\/td>\n

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Print Name of Employee:<\/p>\n<\/td>\n

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Date:<\/p>\n<\/td>\n

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