Exhibit 10.11
EMPLOYEE INNOVATIONS AND
PROPRIETARY RIGHTS ASSIGNMENT AGREEMENT
This
Agreement is intended to formalize in writing certain
understandings and procedures which have been in effect since the
time I was initially employed by DivX, Inc. ("Company"). In
return for my new or continued employment by Company and other good
and valuable consideration, the receipt and sufficiency of which I
hereby acknowledge, I acknowledge and agree that:
Duties; At-Will Employment; No Conflict . I will perform for
Company such duties as may be designated by Company from time to
time. I agree that my employment with Company is for no specified
term, and may be terminated by Company at any time, with or without
cause, and with or without notice. Similarly, I may terminate my
employment with Company at any time, with or without cause, and
with or without notice. During my period of employment by Company,
I will devote my best efforts to the interests of Company and will
not engage in other employment or in any activities determined by
Company to be detrimental to the best interests of Company without
the prior written consent of Company.
Prior Work . All previous work done by me for Company
relating in any way to the conception, reduction to practice,
creation, derivation, design, development, manufacture, sale or
support of products or services for Company ("Prior Work") is the
property of Company, and I hereby assign to Company all of my
right, title and interest in and to such Prior Work.
Proprietary Information . My employment creates a
relationship of confidence and trust between Company and me with
respect to any information:
Applicable
to the business of Company; or
Applicable
to the business of any client or customer of Company, which may be
made known to me by Company or by any client or customer of
Company, or learned by me in such context during the period of my
employment.
All
such information has commercial value in the business in which
Company is engaged and is hereinafter called "Proprietary
Information." By way of illustration, but not limitation,
Proprietary Information includes any and all technical and
non-technical information including patent, copyright, trade
secret, mask works, ideas, techniques, sketches, drawings, designs,
models, inventions, know-how, improvements, processes, apparatus,
equipment, algorithms, software programs, software source
documents, source and object codes, data, formulae and other works
of authorship related to the current, future and proposed products
and services of Company, and includes, without limitation,
information concerning research, experimental work, development,
design details and specifications, engineering, financial
information, procurement requirements, purchasing manufacturing,
customer lists, business forecasts, sales and merchandising and
marketing plans and information. "Proprietary Information" also
includes proprietary or confidential information of any third party
who may disclose such information to Company or to me in the course
of Company's business.
Ownership and Nondisclosure of Proprietary Information . All
Proprietary Information is the sole property of Company, Company's
assigns, and Company's customers, and Company, Company's assigns
and Company's customers shall be the sole and exclusive owner of
all patents, copyrights, mask works, trade secrets and other rights
in the Proprietary Information. I hereby assign and agree to assign
in the future to Company all right, title and interest I may have
or may acquire in the Proprietary Information. At all times, both
during my employment by Company and after termination of such
employment, I will keep in strictest confidence and trust all
Proprietary Information, and I will not use or disclose any
Proprietary Information or anything directly relating to
Proprietary Information without the written consent of Company,
except as may be necessary in the ordinary course of performing my
duties as an employee of Company.
Ownership and Return of Materials . All materials
(including, without limitation, documents, drawings, models,
apparatus, sketches, designs, lists, and all other tangible media
of expression) furnished to me by Company shall remain the property
of Company. Upon termination of my
employment, or at any time on the
request of Company before termination, I will promptly (but no
later than five (5) days after the earlier of my employment's
termination or Company's request) destroy or deliver to Company, at
Company's option, (a) all materials furnished to me by
Company, (b) all tangible media of expression which are in my
possession and which incorporate any Proprietary Information or
otherwise relate to Company's business, and (c) written
certification of my compliance with my obligations under this
sentence. I further agree that any property situated on Company's
premises and owned by Company, including disks and other storage
media, filing cabinets or other work areas, is subject to
inspection by Company personnel at any time with or without
notice.
Innovations . As used in this Agreement, the term
"Innovations" means all processes, machines, manufactures,
compositions of matter, improvements, inventions (whether or not
protectable under patent laws), works of authorship, information
fixed in any tangible medium of expression (whether or not
protectable under copyright laws), moral rights, mask works,
trademarks, trade names, trade dress, trade secrets, know-how,
ideas (whether or not protectable under trade secret laws), and all
other subject matter protectable under patent, copyright, moral
right, mask work, trademark, trade secret or other laws, and
includes without limitation all new or useful art, combinations,
discoveries, formulae, manufacturing techniques, technical
developments, discoveries, artwork, software, and designs.
"Innovations" includes "Inventions," which is defined to mean any
inventions protected under patent laws.
Disclosure of Prior Innovations . I have identified on
Exhibit A ("Prior Innovations") attached hereto all
Innovations (other than those Innovations included as Prior Work),
applicable to the business of Company or relating in any way to
Company's business or demonstrably anticipated research and
development or business, which were conceived, reduced to practice,
created, derived, developed, or made by me or which I caused to be
conceived, reduced to practice, created, derived, developed, or
made prior to my employment with Company, whether solely or jointly
with others (collectively, the "Prior Innovations"), and I
represent that such list is complete. I represent that I have no
rights in any such Innovations other than those Prior Innovations
specified in Exhibit A ("Prior Innovations"). If there is no
such list on Exhibit A ("Prior Innovations"), I represent that
I have neither conceived, reduced to practice, created, derived,
developed, or made nor caused to be conceived, reduced to practice,
created, derived, developed, or made any such Prior Innovations at
the time of signing this Agreement.
Records . I agree to keep and maintain adequate and current
records (in the form of notes, sketches, drawings and in any other
form that may be required by Company) of all Proprietary
Information developed by me and all Innovations (including
Inventions) made by me during the period of my employment at
Company, which records shall be available to and remain the sole
property of Company at all times.
Assignment of Innovations; License of Prior Innovations . I
hereby agree promptly to disclose and describe to Company, and I
hereby do and will assign to Company or Company's designee my
entire right, title, and interest in and to each of the Innovations
(including Inventions) and any associated intellectual property
rights, which I may solely or jointly conceive, reduce to practice,
create, derive, develop or make or cause to be conceived, reduced
to practice, created, derived, developed or made during the period
of my employment with Company (the "Company Innovations"). To the
extent any of the right, title and interest in and to Company
Innovations cannot be assigned by me to Company, I hereby grant to
Company an exclusive, royalty-free, transferable,
irrevocable
