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EXHIBIT 10.16
CONFIDENTIALITY, NON-COMPETITION AND INVENTIONS AGREEMENT
This Confidentiality, Non-Competition, and Inventions
Agreement
("Agreement") is entered into this ____ day of __________, ____
between
_____________ ("Employee") and Capella Education Company.
A. Capella Education Company and its subsidiaries (including
Capella
University, Inc.) are collectively referred to as "Capella" in
this Agreement.
B. Capella desires to employ Employee as Chief Financial
Officer, and
Employee desires to be employed in that capacity.
C. As an employee of Capella, Employee would have access to
Confidential
Information (a term which is defined below).
D. Capella provides, develops, sells, and markets on-line
educational
products and services. Much of the work of Capella is done
through the Internet,
which is global in coverage and can be accessed by people
throughout the world.
E. As a condition of Employee's employment by Capella, Employee
and
Capella enter into this Agreement, the terms of which Employee
acknowledges are
reasonable and necessary for the protection of the legitimate
interests of
Capella.
AGREEMENT
In consideration of Capella's employing Employee, the parties
agree as
follows:
1. Definitions. For the purposes of this Agreement, the
following terms
have the following meanings:
a. "Capella Confidential Information" means information
proprietary
to Capella and not generally known (including trade secret
information) about
Capella's business, customers, learners, products, services,
personnel, pricing,
sales strategy, marketing efforts, technology, methods,
processes, research,
development, finances, systems, software, techniques,
accounting, purchasing,
business strategies, and plans. All information disclosed to
Employee or to
which Employee obtains access during Employee's Capella
employment, whether
originated by Employee or by others, shall be presumed to be
Capella
Confidential Information if it is treated by Capella as being
Capella
Confidential Information or if Employee has a reasonable basis
to believe it to
be Capella Confidential Information.
b. "Inventions" means discoveries, improvements, ideas,
concepts,
processes, formulas, methods, analyses, software, and works of
authorship
(whether or not reduced to writing or put into practice, and
whether or not
copyrighted, copyrightable, patented, or patentable) that (1)
relate directly to
the business of Capella; (2) relate to Capella's actual or
demonstrably
anticipated research or development; (3) result from any
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work performed by Employee for Capella; (4) for which equipment,
supplies,
facilities, or trade secret information of Capella is used; (5)
are developed,
created, conceived or reduced to practice using any time for
which Employee is
compensated by Capella; or (6) are developed, created,
conceived, or reduced to
practice during the period in which Employee is employed by
Capella or within
one year after the termination of that employment for any
reason.
c. "Non-Assigned Inventions" means as any invention for which
no
equipment, supplies, facility or trade secret information of
Capella was used
and which was developed entirely on Employee's own time, and (1)
which does not
relate (a) directly to the business of Capella or (b) to
Capella's actual or
demonstrably anticipated research and development, or (2) which
does not result
from any work performed for Capella.
d. "Competitor" means any person, corporation,
not-for-profit
organization, or other entity that provides, develops, sells, or
markets on-line
credit-granting educational products or services in any country
in which Capella
did business or had customers or learners at any time during the
last 12 months
of my Capella employment. In the case of a not-for-profit
organization that
provides, develops, sells, or markets on-line credit-granting
educational
products or services within or from a distinct, separate
division or unit of the
organization (the "On-Line Unit") and also provides, develops,
sells, or markets
credit-granting educational products or services through other
means within
other distinct, separate divisions or units, the term
"Competitor" shall be
limited to the On-Line Unit, and shall not apply to the
organization as a whole.
2. CONFIDENTIAL INFORMATION. Except as required in Employee's
duties of
Capella employment or as authorized in writing by the Chief
Executive Officer or
his designee, Employee shall not, either during the Employee's
employment by
Capella or at any time thereafter, use or disclose to any person
any Capella
Confidential Information for any purpose. Employee shall follow
all procedures
and policies adopted by Capella from time to time regarding the
treatment and
protection of Capella Confidential Information as well as the
confidential
information of learners or of others.
3. RESTRICTIONS ON COMPETITION. For a period of 12 months after
the
Employee's Capella employment ends for any reason, Employee
shall:
a. inform any prospective new employer, prior to accepting
employment, of the existence of this Agreement and provide such
employer a copy
of this Agreement;
b. not, directly or indirectly, as employee, consultant,
contractor
or otherwise, perform services for any Competitor; and
c. not directly or indirectly solicit or attempt to solicit
any
employee or independent contractor of Capella to cease working
for Capella.
2
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4. INVENTIONS.
a. With respect to Inventions developed, made, created,
authored,
conceived, or reduced to practice by Employee, in whole or in
part, either by
Em
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