Exhibit 10.9
SECURE COMPUTING
CORPORATION
T. PAUL THOMAS
EMPLOYMENT, CONFIDENTIAL
INFORMATION,
AND ARBITRATION
AGREEMENT
As a condition of my employment with
SECURE COMPUTING CORPORATION, its subsidiaries, affiliates,
successors or assigns (together the “Company”), and in
consideration of my employment with the Company and my receipt of
the compensation now and hereafter paid to me by Company, I agree
to the following:
1. At-Will Employment
. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY
IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES
“AT-WILL” EMPLOYMENT. I ALSO UNDERSTAND THAT ANY
REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS
OBTAINED IN WRITING AND SIGNED BY THE CHIEF EXECUTIVE OFFICER OF
THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE
TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO
CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR
WITHOUT NOTICE.
2. Confidential
Information .
(a) Company
Information . I agree at all times during the term of my
employment and thereafter, to hold in strictest confidence, and not
to use or disclose, except for the benefit of the Company, to any
person, firm or corporation without written authorization of the
Chief Executive Officer of the Company, any Confidential
Information of the Company. I understand that “Confidential
Information” means any Company proprietary information,
technical data, trade secrets or know-how, including, but not
limited to, research, product plans, products, services, customer
lists and customers (including, but not limited to, customers of
the Company on whom I called or with whom I became acquainted
during the term of my employment), markets, software, developments,
inventions, processes, formulas, technology, designs, drawings,
engineering data, hardware configuration information, marketing,
financial or other business information disclosed to me by the
Company either directly or indirectly in writing, orally or by
drawings or observation of parts or equipment. I further understand
that Confidential Information does not include any of the foregoing
items which has become publicly known and made generally available
through no wrongful act of mine or of others who were under
confidentiality obligations as to the item or items involved or
improvements or new versions thereof.
(b) Former Employer
Information . I agree that I will not, during my employment
with the Company, improperly use or disclose any proprietary
information or trade secrets of any former or concurrent employer
or other person or entity and that I will not bring onto the
premises of the Company any unpublished document or proprietary
information belonging to any such employer, person or entity unless
consented to in writing by such employer, person or
entity.
(c) Third Party
Information . I recognize that the Company has received and
in the future will receive from third parties their confidential or
proprietary information subject to a duty on the Company’s
part to maintain the confidentiality of such information and to use
it only for certain limited purposes. I agree to hold all such
confidential or proprietary information in the strictest confidence
and not to disclose it to any person, firm or corporation or to use
it except as necessary in carrying out my work for the Company
consistent with the Company’s agreement with such third
party.
3. Conflicting
Employment . I agree that, during the term of my employment
with the Company, I will not engage in any other employment,
occupation, consulting or other business activity directly related
to the business in which the Company is now involved or becomes
involved during the term of my employment, nor will I engage in any
other activities that conflict with my obligations to the
Company.
4. Returning Company
Documents . I agree that, at the time of leaving the employ
of the Company, I will deliver to the Company (and will not keep in
my possession, recreate or deliver to anyone else) any and all
devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, drawings blueprints, sketches,
materials, equipment, other documents or property, or reproductions
of any aforementioned items developed by me pursuant to my
employment with the Company or otherwise belonging to the Company,
its successors or assigns. In the event of the termination of my
employment, I agree to sign and deliver the “Termination
Certification” attached hereto as Exhibit A
.
5. Notification of New Employer .
In the event that I leave the employ of the Company, I hereby grant
consent to notification by the Company to my new employer about my
rights and obligations under this Agreement.
6. Solicitation of
Employees . To the full extent permitted by law, for a
period of twelve (12) months immediately following the
termination of my relationship with the Company for any reason,
whether
