Exhibit 10.28
Agreement to Protect Corporate
Property
In consideration of my receipt of a stock option
on or about the date hereof from The J. Jill Group, Inc. (“J.
Jill”), I agree to the following:
1. Confidential Information . While employed by J. Jill and /or one or more
of its subsidiaries (J. Jill and such subsidiaries referred to
collectively as the “Company”) and thereafter, I will
not, directly or indirectly, use any Confidential Information other
than pursuant to my employment by and for the benefit of the
Company, or disclose any Confidential Information to anyone outside
of the Company other than to the Company’s professional
advisors on a need to know basis or as required by law. For
purposes of this Agreement “Confidential Information”
includes but is not limited to all information that relates to the
Company’s past, present and future businesses, products,
technologies, customers, vendors, distribution methods, databases,
computer systems, employees, hiring and training practices,
operations and marketing strategies and all trade secrets,
proprietary information, know-how, data, designs, patterns,
specifications, processes, financial or business records, business
or financial plans, marketing materials, customer lists or other
customer or prospective customer information and other technical or
business information (and any tangible evidence, record or
representation thereof), whether conceived, developed or otherwise
made by me or any employee of the Company or received by the
Company from an outside source, which is in the possession of the
Company, which in any way relates to the past, present or future
business of the Company, which is maintained in confidence by the
Company, or which might be of use to competitors or harmful to the
Company or its customers, if disclosed. “Confidential
Information” does not include information which the Company
has voluntarily disclosed to the public without restriction, which
has otherwise lawfully entered the public domain without my
participation or fault, or which is otherwise generally known by
persons of comparable experience in the women’s retail
apparel industry.
2. Ownership of Corporate Property
. All equipment, documents,
information and other property that I receive or develop in the
course of my employment by the Company, and all Confidential
Information (as defined in Section 1) and Intellectual Property (as
defined in Section 3), will be and remain the sole property of the
Company. The products of all of my efforts in the course of my
employment belong exclusively to the Company and I will not retain
any rights in any such work product. I agree to return all property
and information immediately and without keeping any copies when my
employment terminates for any reason. This section does not
restrict my use of the general knowledge that I have acquired
through the course of my employment by the Company so long as such
knowledge does not constitute Confidential Information or
Intellectual Property.
3. Assignment of Intellectual Property
. I assign, and agree to assign, to
the Company all my right, title and interest throughout the world
in and to all Intellectual Property and to anything tangible that
evidences, incorporates, constitutes, represents or records any
Intellectual Property. I agree that all Intellectual Property will
constitute works made for hire under copyright laws of the United
States. I assign, and agree to assign, to the Company all
copyrights, patents and other proprietary rights I may have in any
Intellectual Property, together with the right to file for and/or
own wholly without restriction United States and foreign patents,
trademarks, and copyrights. I waive, and agree to waive, all moral
rights or proprietary rights in or to any Intellectual Property
and, to the extent that such rights may not be waived, agree not to
assert such rights against the Company or its licensees, successors
or assigns. For purposes of this Agreement “Intellectual
Property” includes but is not limited to: (i) all
Confidential Information and (ii) all other business ideas and
methods, store concepts, inventions, innovations, developments,
graphic designs (including, for example, catalog designs, in-store
signage and posters), web site designs, patterns, specifications,
procedures or processes, market research, databases, works of
authorship, products, and other works of creative authorship, or
parts thereof conceived, developed or otherwise made by me, alone
or jointly with others and in any way relating to the
Company’s past, present or proposed products, programs or
services or to tasks assigned to me during the course of my
employment, whether or not patentable or subject to copyright
protection and whether or not reduced to tangible form or reduced
to practice during the period of my employment with the Company,
whether or not made during my regular working hours, whether or not
made on the Company’s premises, and whether or not disclosed
by me to the Company.
4. Certification of Information and
Property . I hereby
certify Exhibit A sets forth any and all confidential
information and intellectual property that I claim as my own or
otherwise intend to exclude from this Agreement because it was
developed by me prior to the date of this Agreement. I understand
that after execution of this Agreement I will have no right to
exclude confidential information or intellectual property from this
Agreement.
