MAPINFO CORPORATION EMPLOYEE INTELLECTUAL PROPERTY, CONFIDENTIAL INFORMATION AND NON-COMPETITION AGREEMENT

Exhibit 10.4

MAPINFO CORPORATION

EMPLOYEE INTELLECTUAL PROPERTY, CONFIDENTIAL INFORMATION AND

NON-COMPETITION AGREEMENT

In consideration of my employment with Company and compensation paid by the Company for my services, I agree to the following:

I.      Definitions

"Company" or "MapInfo" means MapInfo Corporation, Troy, New York, and its successors, assigns, present or future subsidiaries, and organizations controlled by, controlling or under common control with MapInfo.

"Geographic Information Services" ("GIS") means computer software and data and methodologies involving the storage and manipulation of electronic maps and related data and the output therefrom.

"Inventions" means all inventions, including new contributions, improvements, ideas, or discoveries, whether patentable or not and includes all software or computer programs, modifications of software or computer programs and data processing systems, analyses, techniques and all similar matter and all writings in the form of software, advertising, illustrations and other creative works whether or not patentable or subject to copyright protection.

"Location-Based Services" ("LBS") means computer software and data and methodologies that store, use and manipulate information relating to the location of an electronic or other information device.

"Predictive Analytics" means the use of computer software and data development, statistical modeling and/or analytics that enable enterprises to develop site selection, real estate, marketing or merchandising strategies.

II.      Intellectual Property Rights and Related Obligations

A.     The following are the sole and exclusive property of Company:

1. 1. Inventions that I make or conceive (whether alone or with others) during my employment with Company and for one year thereafter that relate to the business or work of Company during my employment with Company, are discussed by Company, or result from or are suggested by any work that I do for or on behalf of Company.
   2. "Shop rights" with respect to any Invention conceived or made by me during the period of my employment with Company that is not related in any manner to the business of Company but which was conceived or made on Company's time or with the use of Company's facilities or materials.

B.     I will:

(i)     promptly and fully disclose Inventions to Company and (without charge to Company, but without expense to me) during and after my employment, assist Company in obtaining intellectual property protection, including but not limited to, patents on Inventions in any and all countries, and will sign all necessary documents to allow Company to register and acquire patents; and

(ii)     testify (at Company's expense) in support of Inventions and the development thereof;

(iii)     make and maintain adequate and current written records of all Inventions which records are property of Company and shall be available to Company at all times; and

(iv)     upon termination of my employment with Company, promptly deliver to Company all memoranda, notes, records, reports, manuals, drawings, any other documents, software, data disks, tapes and other items belonging to Company ( i.e ., material obtained at Company's expense or acquired in connection with my employment, whether or not related to any Invention), including all copies of such materials.

C.     Further:

(i)     I hereby assign to Company, without additional compensation, the entire rights to all Inventions for the United States and all foreign countries.

(ii)     I covenant and agree that it will be conclusively presumed as against me that any

Invention that relates to the business or work of Company during my employment with the Company and is, within one (1) year after I leave the employ of the Company:

a.        described by me or any person with whom I have a business, financial or confidential relationship in a patent, service mark, trademark or copyright application; or

b.       otherwise disclosed, used or described by me or any person with whom I have a business, financial or confidential relationship,

was conceived or made by me during my period of employment with Company and that Invention shall become the sole property of Company.

III.      Obligation to Keep Information Confidential

     A.     Except as Company otherwise consents in writing, during and after my employment, I will not publish, disclose or use any information, knowledge, or data of Company that I receive or develop during the course of my employment, relating t