Exhibit 10.1
CHANGE OF CONTROL,
CONFIDENTIALITY, INVENTIONS AND COPYRIGHTS AGREEMENT
This Change of Control, Confidentiality, Inventions, and
Copyrights
Agreement ("Agreement") is entered into effective as of the 15th
day of
November, 2006, by and between CorVu Corporation ("CorVu" or "the
Company"), a
Minnesota corporation, and David C. Carlson ("Employee").
RECITALS
A. CorVu is a Minnesota corporation engaged in the business of
performance management software development.
B. Employee works for CorVu as Chief Financial Officer.
C. CorVu, through its research, development, and expenditure of
funds,
has developed confidential information, including trade
secrets.
D. During Employee's employment, Employee has and will have access
to
CorVu's valuable Confidential Information (as defined below), may
contribute to
Confidential Information, and acknowledges that CorVu will suffer
irreparable
harm if Employee uses Confidential Information outside Employee's
employment or
makes unauthorized disclosure of Confidential Information to any
third party.
E. Employee further acknowledges that Employee has been notified
and
recognizes that execution of this Agreement, including specifically
the
restrictive covenants contained in Paragraphs 2.2 through 2.4 of
this Agreement,
is an express condition of the terms and conditions of this
Agreement.
AGREEMENT
ARTICLE I
CONSIDERATION
1.1 Consideration. In consideration for Employee's promises,
covenants,
and obligations set forth in this Agreement, CorVu agrees to the
Change of
Control Benefits set forth in Section 3.1 below.
ARTICLE II
CONFIDENTIALITY, INVENTIONS, AND COPYRIGHTS
2.1
Definitions. For
purposes of this Agreement, the terms listed
below shall have the following meanings:
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a. "Confidential Information" shall mean any information not
generally known or readily ascertainable by CorVu's competitors or
the
general public. Confidential Information includes, but is not
limited
to, use of or customization to computer, software, and/or
internet
applications; data of any type that is created by Employee, is
provided, or to which access is provided, in the course of
Employee's
employment by CorVu; data or conclusions or opinions formed by
Employee
in the course of employment; manuals; trade secrets; methods,
procedures, or techniques pertaining to the business of CorVu;
specifications; systems; price lists; marketing plans; sales or
service
analyses; financial information; customer names or other
information;
supplier and/or vendor names or other information related
thereto;
employee names or other information related thereto; the
identities
and/or information regarding actual and/or prospective
strategic
partners and/or investors; research and development data;
diagrams;
drawings; videotapes, DVD's, CD's, audiotapes, or computerized
media;
and notes, memoranda, notebooks, and records or documents that
are
created, handled, seen, or used by Employee in the course of
employment. Confidential Information does not include information
that
Employee can demonstrate by reliable, corroborated documentary
evidence
(1) is generally available to the public or (2) became
generally
available through no act or failure to act by Employee.
b. "Customer" shall mean any person or entity that (1) has a
contract or business relationship with CorVu, (2) is negotiating
to
contract or enter into a business relationship with CorVu, or (3)
has,
within the last two (2) years of Employee's employment with
CorVu,
purchased or leased products or services from CorVu. "Customer"
includes but is not limited to actual and/or prospective
partners,
investors, vendors and/or suppliers.
c.
"Invention" shall mean any invention, discovery, design,
improvement, business method, or idea, whether patentable or
copyrightable or not, and whether or not shown or described in
writing
or reduced to practice.
2.2 Confidentiality Restrictions. Employee agrees at all times to
use
all reasonable means to keep Confidential Information secret and
confidential.
Employee shall not at any time (including after termination of
Employee's
employment with CorVu) use, disclose, duplicate, record, or in any
other manner
reproduce in whole or in part any Confidential Information, except
as necessary
for the performance of Employee's duties on behalf of CorVu.
Employee shall not
at any time provide services to any person or entity if providing
such services
would require or likely result in Employee's using or disclosing
Confidential
Information. Upon termination of Employee's employment with CorVu,
or upon
CorVu's earlier request, Employee shall immediately return to CorVu
all
originals and copies of Confidential Information and other CorVu
materials and
property in Employee's possession. Employee acknowledges that use
or disclosure
of any of CorVu's confidential or proprietary information in
violation of this
Agreement would have a materially detrimental effect upon CorVu,
the monetary
loss from which would be difficult, if not impossible, to
measure.
2.3 Copyrights. Employee agrees that Employee is employed by CorVu
and
that any computer, software, and/or internet applications or other
work of
authorship (hereinafter referred to as "Works") prepared by
Employee for the
benefit of CorVu or its customers or prepared at the request of
CorVu or its
customers (as well as Employee's contributions to any other Works
relating to
CorVu), shall be considered "work made for hire" within the meaning
of U.S.
Copyright law and that all such Works shall belong to CorVu. To the
extent that
any such Works cannot be considered a "work made for hire,"
Employee agrees to
disclose and assign, and hereby does assign, to CorVu all right,
title, and
interest in and to such Works, and agrees to assist CorVu by
executing any such
documents or applications as may be useful to evidence such
ownership of such
Works. To the extent such Works are based on preexisting work in
which Employee
has an ownership interest, Employee grants CorVu all right, title,
and interest
in such Works free and clear of any claim based on the preexisting
work.
<PAGE>
2.4
Inventions.
a. Assignment. Employee shall promptly and fully disclose in
writing to CorVu, and will hold in trust for CorVu's sole right
and
benefit, any Invention that Employee, during the period of
employment
and for one year thereafter, makes, conceives, or reduces to
practice
or causes to be made, conceived, or reduced to practice, either
alone
or in conjunction with others, that:
(1) Relates to any subject matter pertaining to
Employee's employment; or
2) Relates to or is directly or indirectly connected
with CorVu's business, products, processes, or
Confidential Information; or
(3) Involves the use of any of CorVu's time, material,
or facility.
Employee shall keep accurate, complete, and timely records for
such
Inventions, which records shall be CorVu's property. Employee
hereby
assigns to CorVu all of Employee's right, title, and interest in
and to
all such Inventions and, upon CorVu's request, Employee shall
execute,
verify, and deliver to CorVu such documents, including without
limitation, assignments and patent applications, and shall perform
such
other acts, including, without limitation, appearing as a witness
in
any action brought in connection with this Agreement that is
necessary
to enable CorVu to obtain the sole right, title, and benefit to
all
such Inventions.
b. Notice of Excluded Inventions. Employee agrees, and is
hereby notified, that the above agreement to assign Inventions to
CorVu
does not apply to any Invention for which no equipment,
supplies,
facility, or Confidential Information of CorVu's was used, which
was
developed entirely on Employee's own time, and (a) which does
not
relate: (i) directly to CorVu's business; or (ii) to CorVu's actual
or
demonstrably anticipated research or development; or (b
