TetriDyn Solutions, Inc.
Employment Agreement
1. Introduction. As a condition of your employment with TetriDyn
Solutions,Inc.,
its subsidiaries, affiliates, successors or assigns (together the
"Company"),
you understand and acknowledge that your employment with the
Company is for an
unspecified duration and constitutes "at-will" employment. You also
understand
that any representation to the contrary is unauthorized and not
valid unless
obtained in writing and signed by a majority of the outside Board
of Directors
members. You 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 of
the Company.
2. Company Information. The Company agrees that it has and will
make available
to you Confidential Information of the Company that will enable you
to optimize
the performance of your duties to the Company. In exchange, you
agree to use
such Confidential Information solely for the Company's benefit. You
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
you called or
with whom you became acquainted during the term of your
employment), markets,
software, developments, inventions, processes, formulas,
technology(ies),
designs, drawings, engineering, hardware configuration information,
marketing,
finances or other business information disclosed to you by the
Company either
directly or indirectly in writing, orally or by drawings or
observation of parts
or equipment. You 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 or omission of you or
of others who
were under confidentiality obligations as to the item or items
involved or
improvements or new versions thereof.
2.1 Confidentiality. You agree that at all times, during the term
of your
employment and thereafter, to hold in strictest confidence, and not
to use,
except for the exclusive benefit of the Company, or to disclose to
any person,
firm or corporation, without written authorization of the majority
of the
outside members of the Board of Directors of the Company, any
Confidential
Information of the Company.
1
/s/ARK
Initials
<PAGE>
2.2 Former Employer Information. You agree that you will not,
during your
employment with the Company, improperly use or disclose any
proprietary
information or trade secrets of any former employer or other person
or entity
and that you 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.
2.3 Third Party Information. You 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. You 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 your
work for the
Company consistent with the Company's agreement with such third
party.
3. Inventions.
3.1 Inventions Retained and Licensed. You have attached hereto, as
Exhibit A, a
list describing all inventions, original works of authorship,
developments,
improvements, and trade secrets which were made by you prior to
your employment
with the Company (collectively referred to as "Prior Inventions"),
which belong
to you, which relate to the Company's proposed business, products
or research
and development, and which are not assigned to the Company
hereunder; or, if no
such list is attached, you represent that there are no such Prior
Inventions,
original works of authorship, developments, improvements, or trade
secrets.
3.2 Assignment of Inventions. You agree that you will promptly make
full written
disclosure to the Company, will hold for the sole right and benefit
and
ownership of the Company, and assign to the Company, all your
rights, titles,
and interest in and to any and all inventions, original works of
authorship,
developments, concepts, improvements, designs, discoveries, ideas,
trademarks or
trade secrets, whether or not patentable or registrable under
copyright or
similar laws, which you may solely or jointly conceive or develop
or reduce to
practice, or cause to be conceived or developed or reduced to
practice, during
the period of time you are in the employ of the Company. You
understand and
agree that the decision whether or not to commercialize or market
any Invention
developed by you solely or jointly with others is within the
Company's sole
discretion and for the Company's sole benefit and that no royalty
will be due to
you as a result of the Company's efforts to commercialize or market
any such
Invention.
2
/s/ARK
Initials
<PAGE>
3.3 Maintenance of Records. You agree to keep and maintain adequate
and current
written records of all Inventions made by you (solely or jointly
with others)
during the term of your employment with the Company. The records
will be in the
form of notes, sketches, drawings, and any other format that may be
specified by
the Company. The records and invention(s) will be owned by and
remain the sole
property of the Company at all times.
3.4 Patent and Copyright Registrations. You agree to represent the
Company, at
the Company's expense, in every proper way to secure the Company's
rights in the
Inventions and any copyrights, patents, or other intellectual
property rights
relating thereto in any and all countries, including, but not
limited to, the
disclosure to the Company of all pertinen
