Exhibit 10.113
Confidentiality/Proprietary Information and
Inventions Agreement
I
recognize that HALO Technology Holdings, Inc. , a Nevada
corporation, together with any subsidiaries or other affiliates of
such corporation (collectively, the “Company”) is
engaged in a continuous program of research, development,
experimentation and production respecting its business, present and
future.
I
understand that:
1. As part of my employment by the Company,
I am expected to make new contributions and inventions of value to
the Company.
2. My employment creates a relationship of
confidence and trust between me and the Company with respect to any
information:
(a) applicable to the business of the
Company; and
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(b)
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applicable to
the business of any client or customer of the Company, which may be
made known to me by the Company or by any client or customer of the
Company, or learned by me during the period of my
employment.
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3. The Company possesses and will in the
future possess information that has been, or will be, created,
discovered or developed, or has become or will become otherwise
known to the Company (including, without limitation, information
created, discovered, developed or made known by or to me during the
period of or arising out of my employment by the Company), and/or
in which property rights have been or will be assigned or otherwise
conveyed to the Company, which information has or will have actual
or potential economic value in the business in which the Company is
engaged. All of the aforementioned information is hereinafter
called “Proprietary Information.” By way of
illustration, but not limitation, Proprietary Information includes
(a) trade secrets, inventions, ideas, processes, formulae,
data, know-how, source and object codes, programs, other works of
authorship, improvements, techniques, discoveries, developments and
designs (hereinafter collectively referred to as
“Inventions”) and (b) information regarding plans
for research, development, new products or product improvements,
marketing and selling, business plans, strategies, budgets,
unpublished financial statements, forecasts, licenses, prices and
costs, suppliers, customers and information regarding the skills,
identity or compensation of other employees of the
Company.
4. As used herein, the period of my
employment includes any time in which I may be retained by the
Company as a consultant.
I
represent and warrant that I have terminated employment with one or
more prior employers and that my employment with the Company, and
the use of any skills and knowledge that I may have by the Company,
are not in violation of the terms of any contract that I am a party
to or any other applicable provision of the law.
In
consideration of my employment and the compensation received by me
from the Company from time to time, I hereby agree as
follows:
1. All Proprietary Information shall be the
sole property of the Company and its assigns, and the Company and
its assigns shall be the sole owner of all patents, copyrights,
trademarks and other rights in connection therewith. I hereby
assign to the Company any rights I may have or acquire in all
Proprietary Information. At all times, both during my employment by
the Company and after its termination, I will not acquire any
Proprietary Information by improper means, I will keep in
confidence and trust all Proprietary Information which I may
acquire, and I will not use or disclose any such Proprietary
Information or anything relating to it without the written consent
of the Company, except as may be necessary in the ordinary course
of performing my duties as an employee of the Company.
2. INTENTIONALLY OMITTED.
3. In the event of the termination of my
employment by me or by the Company for any reason, I will either
(i) deliver to the Company all documents and data of any
nature pertaining to my work with the Company, or (ii) at the
request of the Company, destroy all documents and data of any
nature pertaining to my work with the Company and certify that such
documents and data have been destroyed. Furthermore, I will not
take with me any documents or data of any description or any
reproduction of any description containing or pertaining to any
Proprietary Information.
4. I will promptly disclose to the Company,
or any persons designated by it, all Inventions, whether or not
patentable or copyrightable, made, conceived, reduced to practice,
developed, originated or learned by me, either alone or jointly
with others, either:
(a) during the period of my employment
which are directly or indirectly related to or useful in the
business or industry of the Company or the research or development
of the Company, or result from tasks assigned to me by the Company
or are otherwise within the scope of my responsibilities with the
Company, or result from use of facilities, equipment, supplies or
premises owned, leased or contracted for by the Company or use or
knowledge of Proprietary Information; or
(b) within six (6) months after
termination of my employment which are directly or indirectly
conceived as a result of, or are suggested or attributable to, work
done by me during such employment or result from use or knowledge
of Proprietary Information.
5. I acknowledge that all original works of
authorship that are made by me (solely or jointly with others)
within the scope of my employment
