Exhibit 10.24
PROPRIETARY INFORMATION, CONFIDENTIALITY AND
INVENTIONS AGREEMENT
To:
HITTITE MICROWAVE
CORPORATION
12 Elizabeth Drive
Chelmsford, Massachusetts
01824 As of May 4,
2004
I, the undersigned, in consideration
of and as a condition of my employment by Hittite Microwave
Corporation (the “Company”), and for other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, hereby agree as follows:
1. CONFIDENTIALITY. I agree to keep
confidential, except as the Company may otherwise consent in
writing, and, as may be necessary in the ordinary course of
performing my duties to the Company, not to disclose or make any
use of at any time either during or subsequent to my employment,
any Inventions (as hereinafter defined), trade secrets,
confidential information, knowledge, data or other information of
the Company relating to products, processes, know-how, designs,
formulas, test data, customer lists, business plans, marketing
plans and strategies, pricing strategies, or other subject matter
pertaining to any business of the Company or any of its affiliates
or confidential or proprietary information of any third parties
subject to a duty on the part of the Company to maintain the
confidentiality of such information, which I may produce, obtain,
or otherwise acquire during the course of my employment, except as
herein provided. I further agree not to deliver, reproduce or in
any way allow any such trade secrets, confidential information,
knowledge, data or other information or any documentation relating
thereto, to be delivered to or used by any third parties without
specific direction or consent of a duly authorized representative
of the Company.
2. CONFLICTING EMPLOYMENT; RETURN OF
CONFIDENTIAL MATERIAL. I agree that during my employment with the
Company I will not engage in any other employment, occupation,
consulting or other activity relating to the business in which the
Company is now or may hereafter become engaged, or which would
otherwise conflict with my obligations to the Company. In the event
my employment with the Company terminates for any reason
whatsoever, I agree to promptly surrender and deliver to the
Company all records, materials, equipment, drawings, documents and
data which I may obtain or produce during the course of my
employment, and I further agree that I will not take with me any
description
containing or pertaining to any confidential
information, knowledge or data of the Company which I may produce
or obtain during the course of my employment.
3. ASSIGNMENT OF
INVENTIONS.
3.1 I hereby acknowledge and agree
that the Company is the owner of all Inventions (as hereinafter
defined). In order to protect the Company’s rights to such
Inventions, by executing this Agreement I hereby irrevocably assign
to the Company all my right, title and interest in and to all
Inventions.
3.2 For purposes of this Agreement,
“Inventions” shall mean all discoveries, processes,
designs, technologies, devices, or improvements in any of the
foregoing or other ideas, whether or not patentable and whether or
not reduced to practice, made or conceived by me (whether solely or
jointly with others) during the period of my employment with the
Company which relate in any manner to the actual or demonstrably
anticipated business, work, or research and development of the
Company, or result from or are suggested by any tasks assigned to
me or any work performed by me for or on behalf of the
Company.
3.3 Any discovery, process, design,
technology, device, or improvement in any of the foregoing or other
ideas, whether or not patentable and whether or not reduced to
practice, made or conceived by me (whether solely or jointly with
others) which I develop entirely on my own time not using any of
the Company’s equipment, supplies, facilities, or trade
secret information (“Personal Invention”) is excluded
from this Agreement provided such Personal Invention (a) does not
relate to the actual or demonstrably anticipated business, research
and development of the Company; and (b) does not result, directly
or indirectly, from any work performed by me for the
Company.
4. DISCLOSURE OF INVENTIONS. I agree
that in connection with any Invention, I will promptly disclose
such Invention to my immediate superior at the Company in order to
permit the Company to enforce its property rights to such Invention
in accordance with this Agreement. My disclosure shall be received
in confidence by the Company.
5. PATENTS AND COPYRIGHTS: EXECUTION
OF DOCUMENTS.
5.1 Upon request, I agree to assist
the Company or its nominee (at its expense) during and at any time
subsequent to my employment in every reasonable way to obtain for
its own benefit patents and copyr
