FORM OF CONFIDENTIALITY, NON-COMPETITION AND INVEN

 

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                                                                   EXHIBIT 10.16

 

            CONFIDENTIALITY, NON-COMPETITION AND INVENTIONS AGREEMENT

 

      This Confidentiality, Non-Competition, and Inventions Agreement

("Agreement") is entered into this ____ day of __________, ____ between

_____________ ("Employee") and Capella Education Company.

 

      A. Capella Education Company and its subsidiaries (including Capella

University, Inc.) are collectively referred to as "Capella" in this Agreement.

 

      B. Capella desires to employ Employee as Chief Financial Officer, and

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's 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. "Capella Confidential Information" means information proprietary

to Capella and not generally known (including trade secret information) about

Capella's business, customers, learners, products, services, personnel, pricing,

sales strategy, marketing efforts, technology, methods, processes, research,

development, finances, systems, software, techniques, accounting, purchasing,

business strategies, and plans. All information disclosed to Employee or to

which Employee obtains access during Employee's Capella employment, whether

originated by Employee or by others, shall be presumed to be Capella

Confidential Information if it is treated by Capella as being Capella

Confidential Information or if Employee has a reasonable basis to believe it to

be Capella Confidential Information.

 

            b. "Inventions" means discoveries, improvements, ideas, concepts,

processes, formulas, methods, analyses, software, and works of authorship

(whether or not reduced to writing or put into practice, and whether or not

copyrighted, copyrightable, patented, or patentable) 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; (5) are developed,

created, conceived or reduced to practice using any time for which Employee is

compensated by Capella; or (6) are developed, created, conceived, or reduced to

practice during the period in which Employee is employed by Capella or within

one year after the termination of that employment for any reason.

 

            c. "Non-Assigned Inventions" means as any invention for which no

equipment, supplies, facility or trade secret information of Capella was used

and which was developed entirely on Employee's own time, and (1) which does not

relate (a) directly to the business of Capella or (b) to Capella's actual or

demonstrably anticipated research and development, or (2) which does not result

from any work performed for Capella.

 

            d. "Competitor" 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 or learners at any time during the last 12 months

of my Capella employment. In the case of a not-for-profit 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 "Competitor" 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 Employee's duties of

Capella employment or as authorized in writing by the Chief Executive Officer or

his designee, Employee shall not, either during the Employee's employment by

Capella or at any time thereafter, use or disclose to any person any Capella

Confidential Information for any purpose. Employee shall follow all procedures