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EXHIBIT 10.14
CONFIDENTIALITY, NON-COMPETITION AND INVENTIONS AGREEMENT
This
Agreement About Confidentiality, Non-Competition, and
Inventions
("Agreement") is entered into this 16th day
of April 2001, between Michael
Offerman ("Employee") and Capella Education
Company.
A. Capella
Education Company and its subsidiaries are collectively
referred to as "Capella" in this
Agreement.
B. Capella
desires to employ Employee as Senior Vice President of Capella
Education Company and Chief Executive
Officer and President of Capella
University. Employee desires to be employed
in that capacity.
C. As an
employee of Capella, Employee would have access to Confidential
Information (a term which is defined
below).
D. Capella
provides, develops, sells, and markets on-line educational
products and services. Much of the work of
Capella is done through the Internet,
which is global in coverage and can be
accessed by people throughout the world.
E. As a
condition of Employee' employment by Capella, Employee and
Capella
enter into this Agreement, the terms of
which Employee acknowledges are
reasonable and necessary for the protection
of the legitimate interests of
Capella.
AGREEMENT
In
consideration of Capella's employing Employee, the parties agree
as
follows:
1.
DEFINITIONS. For the purposes of this Agreement, the following
terms
have the following meanings:
a. "Confidential Information" means information proprietary to
Capella and not generally known (including
trade secret information) about
Capella's customers, products, services,
personnel, pricing, sales strategy,
technology, methods, processes, research,
development, finances, systems,
techniques, accounting, purchasing, and
business strategies. All information
disclosed to Employee or to which the
Employee obtains access, whether
originated by the Employee or by others,
during the period of the Employee's
employment, shall be presumed to be
Confidential Information if it is treated by
Capella as being Confidential Information
or if Employee has a reasonable basis
to believe it to be Confidential
Information.
b. "Inventions" means discoveries, improvements, ideas,
concepts,
processes, formulas, methods, analyses, and
works of authorship (whether or not
reduced to writing or put into practice)
that (1) relate directly to the
business of Capella; (2) relate to
Capella's actual or demonstrably anticipated
research or development; (3) result from
any
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work performed by Employee for Capella; (4)
for which equipment, supplies,
facilities, or trade secret information of
Capella is used; or (5) is developed
using any time for which Employee is
compensated by Capella.
c. "Competing Organization" means any person, corporation,
not-for-profit organization, or other
entity that provides, develops, sells, or
markets on-line credit-granting educational
products or services in any country
in which Capella did business or had
customers at any time during the last 12
months of Employee's Capella employment. In
the case of an organization that
provides, develops, sells, or markets
on-line credit-granting educational
products or services within or from a
distinct, separate division or unit of the
organization (the "On-Line Unit") and also
provides, develops, sells, or markets
credit-granting educational products or
services through other means within
other distinct, separate divisions or
units, the term "Competing Organization"
shall be limited to the On-Line Unit, and
shall not apply to the organization as
a whole.
2.
CONFIDENTIAL INFORMATION. Except as required in his duties of
Capella
employment or as authorized in writing by
an officer of Capella, Employee shall
not, either during the Employee's
employment by Capella or at any time
thereafter, use or disclose to any person
any Confidential Information for any
purpose.
3.
RESTRI
