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Exhibit 10.1
BROADBAND MARITIME INC.
EMPLOYMENTAGREEMENT
EMPLOYMENT AGREEMENT (this "Agreement") made effective as of
February 8,
2006 by and between Broadband Maritime Inc. (f/k/a Broadband
Maritime of
Delaware Inc.), a Delaware corporation with its principal offices
located at 61
Broadway, 19th Floor, New York, New York 10006 ("Employer"), and
Jarle Pedersen
an individual with a residence address 68 Gardenia Drive, Maple
Shade, NJ
("Employee").
WITNESSETH:
WHEREAS, in order to protect the rights of Broadband Maritime with
respect
to its proprietary rights and legitimate business interests;
WHEREAS, Employee will derive substantial benefit from the success
of
Broadband Maritime; and
WHEREAS, it is a condition and in consideration of Employee's
employment by
Employer that Employee agrees to the terms hereof.
NOW,
THEREFORE, in consideration of the covenants contained herein,
the
parties hereto, intending to be legally bound, agree as
follows:
Section 1. Proprietary Information
(a)
Proprietary Information Defined. Employee understands that
during
Employee's employment by Employer or any of its affiliates Employee
may produce,
obtain, make known or learn about certain information which has
commercial value
in the business in which Employer is engaged and which is treated
by Employer as
confidential. This information may have been created, discovered or
developed by
Employer, its predecessors, or otherwise received by Employer from
third
parties, including but not limited to clients or potential clients
of Employer,
or representatives of clients or potential clients of Employer,
subject to a
duty to maintain the confidentiality of such information. All such
information
is hereinafter called "Proprietary Information." By way of
illustration, but not
limitation, Proprietary Information includes trade secrets, ideas,
processes,
formulas, source code, object code, executable code, data,
programs, software,
other original works of authorship, know-how, improvements,
discoveries,
developments, designs, inventions, techniques, marketing plans,
strategies,
forecasts, new products, unpublished financial statements, budgets,
projections,
licenses, prices, costs, and customer and supplier lists.
(b)
Assignment and Protection of Proprietary Information. Employee
understands that all Proprietary Information shall be the sole
property of
Employer and its assigns, and Employer and its assigns shall be the
sole. owner
of all patents, copyrights, trademarks, and other rights in
connection
therewith. Employee hereby assigns to Employer any rights Employee
may have or
acquire in such Proprietary Information from the date of this
Agreement through
the
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termination of Employee's employment with Employer. At all times,
during both
Employee's employment by Employer and after its termination,
Employee will keep
in strictest confidence and trust all Proprietary Information, and
will not use,
reproduce or disclose any Proprietary Information without the
written consent of
Employer, except as may be necessary in the ordinary course of
performing
Employee's duties as an employee of Employer. Employee agrees to
keep and
maintain adequate and current records of all Proprietary
Information developed
by Employee (in the form of notes, sketches, drawings and as may be
specified by
Employer) which records shall be available to and remain the sole
property of
Employer at all times.
(c)
Disclosure of Proprietary Information. Employee agrees that
Employee
will not, without the written permission of Employer, use the
Proprietary
Information for any purpose other than as may be necessary in the
ordinary
course of performing Employee's duties as an employee of Employer.
Employee
represents that Employee has no obligations or commitments
inconsistent with
this Agreement. Employee shall use all reasonable safeguards to
prevent the
unauthorized disclosure of such Proprietary Information. Employee
confirms that
such Proprietary Information constitutes the exclusive property of
Employer.
Employee agrees to return all tangible evidence of such Proprietary
Information
to Employer within three (3) business days of the earlier of (i)
the termination
of Employee's employment or (ii) the request of Employer.
Section 2. Conflicting Activities
Employee agrees that during Employee's employment by Employer,
Employee
will not engage in any other employment, occupation, consulting or
other
activity relating to the business in which Employer is now or may
hereafter
become engaged, or which would otherwise conflict with Employee's
obligations to
Employer.
Section 3. Trade Secrets of Others
Employee represents that Employee's performance of all of the terms
of this
Agreement and as an employee of Employer do not and will not breach
any
agreement to keep confidential proprietary information, knowledge
or data
acquired by Employee in confidence or in trust prior to Employee's
services to
Employer, and Employee will not disclose to Employer, or induce
Employer to use,
any confidential or proprietary information or material belonging
to any
previous client, employer or others.
Section 4. Employer's Provision of Specialized Training and
Proprietary
Information
Employee understands that Employer will provide Employee with
specialized
training and access to non-public and Proprietary Information
regarding Employer
and Employer's activities.
Section 5. Inventions
Employee understands that during Employee's employment with
Employer,
Employee may make, conceive of or reduce to practice various
discoveries,
developments, designs,
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improvements, inventions, formulas, processes, techniques,
programs, other works
of authorship, know-how and data which are related to the business
of Employer
including products and services that are offered or being developed
by Employer
(all of which shall be referred to as "Inventions" throughout this
Agreement,
whether or not patentable or registrable under copyright, mask work
or similar
statutes).
(a)
Assignment of Inventions.
Employee hereby assigns and transfers to Employer Employee's entire
right,
title and interest in and to all Inventions made or conceived or
reduced to
practice by Employee either alone or jointly with others during the
period of
Employee's employment with Employer. Employee acknowledges that all
original
works of authorship which are made by Employee (solely or jointly
with others)
within the scope of Employee's employment and which are protectable
by copyright
are "works made for hire", as that term is defined in the United
States
Copyright Act as in effect as of this date. Employee will, at
Employer's
request, promptly execute a written assignment of title to Employer
for any such
Invention and will preserve any such Invention as Proprietary
Information of
Employer.
(b)
Maintenance of Records.
Employee agrees to keep and maintain adequate and current records
of all
Inventions made by Employee (in the form of notes, sketches,
drawings and as may
be specified by Employer) which records shall be available to and
remain the
sole property
