Exhibit 10.32
Agreement to Protect Corporate
Property
In consideration of my employment with 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 (i) to anyone outside of the Company
other than to the Company’s professional advisors on a need
to know basis, (ii) to employees of the Company other than on a
need to know basis, or (iii) as required by law or court order. 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 (including information about salaries,
benefits and other information personal to 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, personnel records, 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 that 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 acquire 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.
5.
Non-Competition
. During my employment with the
Comp
