EMPLOYMENT AGREEMENT

 

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                                                                   EXHIBIT 10.35

 

                              EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT AGREEMENT ("Agreement") is effective as of date set forth below

("Effective Date"), by and between Manhattan Associates, Inc., a Georgia company

("Company"), and the undersigned employee ("Employee"), an individual. For and

in consideration of Employee's employment and continued employment and other

good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties agree as follows:

 

1.  DEFINITIONS. Defined terms used herein are defined in the recitals and at

the end of this Agreement.

 

2.  OWNERSHIP. (a) All Work Product will be considered work made for hire by

Employee and owned by Company. To the extent that any Work Product may not by

operation of law be considered work made for hire or if ownership of all rights

therein will not vest exclusively in Company, Employee assigns to Company, now

or upon its creation without further consideration, the ownership of all such

Work Product. Company has the right to obtain and hold in its own name

copyrights, patents, registrations, and any other protection available in the

Work Product. Employee agrees to perform any acts as may be reasonably requested

by Company to transfer, perfect, and defend Company's ownership of the Work

Product.

 

         (b) To the extent any materials other than Work Product are contained

in the materials Employee delivers to Company or its Customers, Employee grants

to Company an irrevocable, nonexclusive, worldwide, royalty-free license to use

and distribute (internally or externally) or authorize others to use and

distribute copies of, and prepare derivative works based upon, such materials

and derivative works thereof. Employee agrees that during his or her employment,

any money or other remuneration received by Employee for services rendered to a

Customer belong to Company.

 

3.       TRADE SECRETS AND CONFIDENTIAL INFORMATION. (a) Company may disclose to

Employee certain Proprietary Information. Employee agrees that the Proprietary

Information is the exclusive property of Company (or a third party providing

such information to Company) and Company (or such third party) owns all

worldwide copyrights, trade secret rights, confidential information rights, and

all other property rights therein.

 

         (b) Company's disclosure of the Proprietary Information to Employee

does not confer upon Employee any license, interest or rights in or to the

Proprietary Information. Except in the performance of services for Company,

Employee will hold in confidence and will not, without Company's prior written

consent, use, reproduce, distribute, transmit, reverse engineer, decompile,

disassemble, or transfer, directly or indirectly, in any form, or for any

purpose, any Proprietary Information communicated or made available by Company

to or received by Employee. Employee agrees to notify Company immediately if he

or she discovers any unauthorized use or disclosure of the Proprietary

Information.

 

         (c) To further protect Proprietary Information, Employee agrees that if

his or her employment with Company ends for any reason during the first three

years after the initial date of employment, then for a period six (6) months

after the end of Employee's employment he or she will not, without Company's

prior written consent, perform any of the Duties that he or she performed on

behalf of Company for the Employee's immediately prior employer if such prior

employer competes with the Company Business.

 

         (d) Employee's obligations under this Agreement with regard to (i)

Trade Secrets shall remain in effect for as long as such information remains a

trade secret under applicable law, and (ii) Confidential Information shall

remain in effect during Employee's employment with Company and for three years

thereafter. These obligations will not apply to the extent that Employee

establishes that the information communicated (1) was already known to Employee,

without an obligation to keep it confidential at the time of its receipt from

Company; (2) was received by Employee in good faith from a third party lawfully

in possession thereof and having no obligation to keep such information

confidential; or (3) was publicly known at the time of its receipt by Employee

or has become publicly known other than by a breach of this Agreement or other

action by Employee.

 

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4. CUSTOMER NON-SOLICITATION. The relationships made or enhanced during

Employee's employment with Company belong to Company. During Employee's

employment and the One Year Limitation Period, Employee will not, without

Company's prior written consent, contact, solicit or attempt to solicit, on his

or her own or another's behalf, any Customer with whom Employee had contact in

the Two Year Restrictive Period with a view of offering, selling or licensing

any program, product or service that is competitive with the Company Business.

 

5. EMPLOYEE NON-SOLICITATION. During Employee's employment and the One Year

Limitation Period, Employee will not, without Company's prior written consent,

call upon, solicit, recruit, or assist others in calling upon, soliciting or

recruiting any person who is or was an employee of Company during the Two Year

Restrictive Period.

 

6. NONCOMPETE. During the One Year Limitation Period, Employee agrees that he or

she will not, without Company's prior written consent, perform his or her Duties

for any person or entity in the Territory which competes with the Company

Business if Company is still engaged in the Company Business during such One

Year Limitation Period. The parties agree and acknowledge that (i) the

definitions of Duties and Territory and period of restriction reasonably and

fairly limit this noncompete restriction and are reasonably required for

Company's protection because Employee must perform his or her Duties on behalf

of Customers who are located throughout the Territory; and (ii) by having access

to information concerning employees and Company's Customers, Employee shall

obtain a competitive advantage as to such parties.

 

7. WARRANTIES OF EMPLOYEE. Employee warrants that he or she is not presently

under any agreement that will prevent him or her from the performance of duties

for Company, and is not in breach of any agreement with respect to any trade

secrets or confidential information owned by any other party.

 

8. INJUNCTIONS. Employee agrees that certain breaches by Employee of this

Agreement will result in irreparable harm to Company and that the remedies at

law for such breaches may not adequately compensate Company for its damages.

Employee agrees that in the event of any such breaches, Company shall be

entitled to an injunction in addition to any other remedies at law.

 

9. UNENFORCEABILITY. Any holding that a provision of this Agreement is invalid

or unenforceable by a court of competent jurisdiction shall not affect the

enforceability of any other provisions. If for any reason the restrictions in

Sections 3 through 6 are held to be invalid or unenforceable, then such

restrictions shall be interpreted or modified to include as much of the duration

and scope as will render such restrictions valid and enforceable.

 

10. TERM. This Agreement is effective when signed by both parties and will

remain in effect for an indefinite period of time. The parties agree that

Employee's employment may be terminated at any time, for any reason or for no

reason, for cause or not for cause, with or without notice, by Company or

Employee. Upon any such termination, Employee shall return immediately to

Company all documents and other property of Company, together with all copies

thereof, including all Work Product and Proprietary Information, within

Employee's possession or control.

 

11. MISCELLANEOUS. This Agreement may not be modified except by a writing signed

by both parties, except that it may be supplemented by rules and regulations

described in Company employee handbook and other documents provided to Employee

from time to time, and Employee agrees to follow such rules and