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EXHIBIT 10.14
CONFIDENTIALITY, NON-COMPETITION AND INVENTIONS AGREEMENT
This Agreement About Confidentiality, Non-Competition, and
Inventions
("Agreement") is entered into this 16th day of April 2001,
between Michael
Offerman ("Employee") and Capella Education Company.
A. Capella Education Company and its subsidiaries are
collectively
referred to as "Capella" in this Agreement.
B. Capella desires to employ Employee as Senior Vice President
of Capella
Education Company and Chief Executive Officer and President of
Capella
University. 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' 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. "Confidential Information" means information proprietary
to
Capella and not generally known (including trade secret
information) about
Capella's customers, products, services, personnel, pricing,
sales strategy,
technology, methods, processes, research, development, finances,
systems,
techniques, accounting, purchasing, and business strategies. All
information
disclosed to Employee or to which the Employee obtains access,
whether
originated by the Employee or by others, during the period of
the Employee's
employment, shall be presumed to be Confidential Information if
it is treated by
Capella as being Confidential Information or if Employee has a
reasonable basis
to believe it to be Confidential Information.
b. "Inventions" means discoveries, improvements, ideas,
concepts,
processes, formulas, methods, analyses, and works of authorship
(whether or not
reduced to writing or put into practice) 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; or
(5) is developed
using any time for which Employee is compensated by Capella.
c. "Competing Organization" 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 at any time
during the last 12
months of Employee's Capella employment. In the case of an
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 "Competing
Organization"
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 his duties of
Capella
employment or as authorized in writing by an officer of Capella,
Employee shall
not, either during the Employee's employment by Capella or at
any time
thereafter, use or disclose to any person any Confidential
Information for any
purpose.
3. RESTRICTI
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