Internet Capital Group
Restrictive Covenant Agreement
In consideration of the July 22,
2005 grant of restricted stock and stock appreciation rights made
to me as an employee of Internet Capital Group Operations, Inc.
(together with Internet Capital Group, Inc., the " Company
"), I hereby agree as follows:
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Proprietary Information. At all times, I will hold in strictest
confidence and will not disclose, use, lecture upon or publish any
of the Company's Proprietary Information (defined below), except as
such disclosure, use or publication may be required in connection
with my work for the Company, or unless the Company expressly
authorizes such disclosure in writing. " Proprietary
Information " shall mean any and all confidential and/or
proprietary knowledge, data or information of the Company, its
affiliated entities, any of its partner companies, investors, and
partners, including but not limited to information relating to
financial matters, investments, budgets, business plans, marketing
plans, personnel matters, business contacts, products, processes,
know-how, designs, methods, improvements, discoveries, inventions,
ideas, data, programs, and other works of authorship. Proprietary
Information shall also include any information that the Company is
obligated to keep confidential pursuant to the terms of any
nondisclosure agreement. I will not, at any time, improperly use or
disclose any confidential information or trade secrets, if any, of
any former employer or any other person to whom I have an
obligation of confidentiality, and I will not bring into the
premises of the Company any unpublished documents or any property
belonging to any former employer or any other person to whom I have
an obligation of confidentiality unless consented to in writing by
that former employer or person.
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Assignment of Inventions.
2.1
Proprietary Rights and Inventions. The term " Proprietary
Rights " shall mean all trade secrets, know-how, patents,
copyrights and other intellectual property rights throughout the
world. The term " Inventions " shall mean all trade secrets,
inventions, ideas, processes, data, programs, other works of
authorship, know-how, improvements, discoveries, developments,
designs and techniques.
2.2
Prior Inventions. I have set forth on the attached Prior
Inventions Schedule a complete list of all Inventions that I have,
along or jointly with others, made prior to the commencement of my
employment with the Company that I consider to be my property or
the property of third parties and that I wish to have excluded from
the scope of this Restrictive Covenant Agreement (collectively
referred to as " Prior Inventions "). If no such disclosure
is attached, I represent that there are no prior Inventions. If, in
the course of my employment with the Company, I incorporate a Prior
Invention into a Company product, process or machine, the Company
is hereby granted and shall have a nonexclusive, royalty-free,
irrevocable, perpetual, worldwide license (with rights to
sublicense through multiple tiers of sublicensees) to make, have
made, modify, use and sell such Prior Invention. Notwithstanding
the foregoing, I agree that I will not incorporate, or permit to be
incorporated, Prior Inventions in any Company Inventions without
the Company's prior written consent.
2.3
Assignment of Inventions. I hereby assign and agree to
assign in the future (when any such inventions or Proprietary
Rights are first reduced to practice or first fixed in a tangible
medium, as applicable) to the Company all of my right, title and
interest in and to any and all Inventions (and all Proprietary
Rights with respect thereto) which are created, made conceived or
reduced to practice by me or under my direction or jointly with
others during my employment by the Company, whether or not during
normal working hours or on the premises of the Company (the "
Company Inventions "). I will, at the Company's request,
promptly execute a written assignment to the Company of any such
Company Invention, and I will preserve any such Company Invention
as part of the Proprietary Information of the Company.
2.4
Obligation to Keep Company Informed. I will promptly and
fully disclose in writing to the Company all Company Inventions. I
agree to assist in every proper way and to execute those documents
and take such acts as are reasonably requested by the Company to
obtain, sustain and from time to time enforce Proprietary Rights
relating to Company Inventions in the United States or any other
country.
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No Conflicting Obligation. I represent that my performance of all the terms
of this Restrictive Covenant Agreement as an employee of the
Company does not and will not breach any Restrictive Covenant
Agreement to keep in confidence information acquired by me in
confidence or in trust prior to my employment by the Company. I
have not entered into, and I agree not to enter into, any
Restrictive Covenant Agreement whether written or oral in conflict
herewith.
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Additional Activities.
4.1
Non-Competition . During the term of my employment with the
Company and for the one (1) year period beginning on the date that
my employment with the Company terminates (other than due to a
termination by the Company without Cause , as defined
below), I will not, without the Company's express written consent,
engage in any employment or business activity whose primary
business involves or is related to internet software or services or
business to business commerce using the internet or would otherwise
conflict with my employment by the Company. If the Company
terminates my employment without Cause , I will not engage
in any employment or business activity whose primary business
involves or is related to internet software or services or business
to business commerce using the internet for the six (6) month
period beginning on the date that my employment with the Company
terminates provided that in connection with such termination the
Company provides me with severance benefits equal to a minimum of
six (6) months of salary at my then current rate of salary paid in
accordance with the Company's normal payroll process (or three (3)
months lump-sum salary, at my election). "Cause" shall
mean
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