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EXHIBIT 10.6
EMPLOYMENT AGREEMENT
Agreement dated as of 3/26/01 between EasyLink Services
Corporation
(hereinafter "Company") and Richard Gooding (hereinafter the
"Employee").
I. EMPLOYMENT: Effective on the date hereof, Company hereby agrees
to employ
Employee upon the terms and conditions of the employment letter
(incorporated
herewith), and Employee accepts employment by Company upon the
terms and
conditions of the employment letter and upon the terms and
conditions set forth
in this Employment Agreement (hereinafter the "Agreement").
A. DUTIES AND POSITION: Company hires Employee in the capacity of
VP,
Ops. Employee's duties may be reasonably changed, increased or
reduced
at Company's discretion.
B. EMPLOYMENT AT WILL: Employment of Employee by Company is "at
will".
Employee may resign upon written notice provided to Company and can
be
discharged without cause upon written notice received from
Company.
C. FULL TIME EFFORTS: Employee will devote full time and attention
to
the business of Company, and, during his or her employment, will
not
engage in any other business activity, regardless of whether
such
activity is pursued for profit, gain, or other pecuniary
advantage,
unless Employee receives prior written approval from Company.
However,
Employee is not prohibited from making personal investments in
any
other businesses, so long as those investments do not require
Employee
to participate in the operation of the companies in which he or
she
invests.
D. COMPANY RULES AND REGULATIONS: Employee agrees to review and
abide
by all Company rules and regulations set forth in the Company
Employee
Handbook, a copy of which shall be made available to Employee.
II. DEFINITIONS: "Messaging Business" means any business based on
or with a
focus on value-added email services, email hosting or outsourcing
services, or
email and URL services, redirect services, or that derives revenues
from the
sale of any of the foregoing. Value-added email services include
but are not
limited to email virus control, content management, applet
containment, secure
messaging, unified messaging technologies, email redirection
enhancements, email
to fax/pager technologies and email redirection enhancements.
"Broker/Agent
Business" means any business that sells Internet assets, including
secondary
domain name rights, and IP address rights. "New TLD Business" means
a business
that registers new top level domain names.
III. CONFIDENTIALITY: Company and its Affiliates hold certain
trade, business,
and financial secrets in connection with the business. The nature
of services
provided by Company or its Affiliates requires information to be
handled in a
private, confidential manner. Throughout Employee's employment
there may be
disclosed to Employee certain trade secrets, confidential
information and
proprietary data.
A. EMPLOYEE CONFIDENTIALITY AGREEMENT: Employee agrees that all
knowledge and information Employee gains from the trade
secrets,
confidential information and proprietary information, which are
revealed to Employee shall for all time be regarded as strictly
confidential, are, and shall remain the sole and confidential
property
of Company or its Affiliates, as applicable. Company shall be
entitled
to restrain Employee from disclosing any trade secret or other
confidential information, or from rendering any services to any
entity
to whom this information has been or is threatened to be disclosed.
The
right to an injunction is not exclusive, and Company may pursue
any
other remedies it has against Employee for a breach or
threatened
breach of this condition, including the recovery of damages.
Employee
will only reveal or disclose the trade secrets to another person,
firm,
corporation, company or entity if Company instructs Employee to do
so
in writing. This secrecy protection will continue even after
Employee's
dismissal by Company. Employee acknowledges that if employee
reveals
the trade secrets to unauthorized persons Employee may be penalized
and
sued for injunctive relief and money damages as well as face
possible
criminal charges by Company.
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B. CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT: Employee
agrees
that during and after termination of employment, Employee shall not
use
for Employee or others, or disclose or divulge to others, any
trade
secrets, confidential information, or any other data of Company or
any
of its Affiliates in violation of this Agreement. Upon
terminating
employment with Company:
1. Employee shall return to Company all documents and property
pertaining to Company or its Affiliates, including but not
limited to: drawings, blueprints, records, reports, manuals,
correspondence, customer lists, computer programs, inventions,
and all other materials and all copies thereof relating in any
way to the business of Company or any of its Affiliates, or in
any way obtained by Employee during employment. Employee
further agrees that Employee shall not retain any copies or
reproductions of the foregoing.
2. Company may notify any future or prospective employer of
this Agreement.
C. DEFINITIONS: The definition of trade secrets, confidential
information and proprietary information includes but is not limited
to:
1. Technical Information: Methods, processes, formulae,
compositions, systems, techniques, inventions, machines,
computer programs and research projects, unpatented
inventions, designs, know-how, trade secrets, technical
information and data, specifications, blueprints,
transparencies, test data, and additions, modifications, and
improvements thereon which are revealed to Employee.
2. General Business Information: Customer lists, pricing data,
sources of supply, marketing, production, or merchandising
systems or plans, documents, financial statements, quotes,
correspondence.
3. Industry Specific Information: Information regarding the
Messaging Business, the Broker/Agent Business, the New TLD
Business or Company's business methods. Company's user payment
data, user demographic data, and user account information.
Company's business policies, procedures, techniques, trade
secrets, patents, processes, formulas, research, intellectual
property or other knowledge developed by Company.
4. Other Materials: Information, including without limitation
data processing reports, customer sales analyses, invoices,
price lists or information, samples, any other materials, data
or software of any kind furnished to Employee by Company or
developed by Employee on behalf of Company or for Company's
use or otherwise in connection with Employee's employment
hereunder, or any other data that could be used by third
parties to the disadvantage of Company.
IV. INTELLECTUAL
PROPERTY
A. AGREEMENT ON INVENTIONS AND PATENTS: Employee agrees that
Employee
shall promptly provide Company a complete record of any and all
inventions and improvements, whether patentable or not, which
Employee,
solely or jointly, may conceive, make, or first disclose during
said
employment. Employee agrees to the following:
1. Employee hereby grants, assigns and delivers to Company, or
its nominee, Employee's entire right, title, and interest in
and to
