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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
and policies adopted by Capella from time
to time regarding the treatment and
protection of Capella Confidential
Information as well as the confidential
information of learners or of others.
3.
RESTRICTIONS ON COMPETITION. For a period of 12 months after
the
Employee's Capella employment ends for any
reason, Employee shall:
a. inform any prospective new employer, prior to accepting
employment, of the existence of this
Agreement and provide such employer a copy
of this Agreement;
b. not, directly or indirectly, as employee, consultant,
contractor
or otherwise, perform services for any
Competitor; and
c. not directly or indirectly solicit or attempt to solicit any
employee or independent contractor of
Capella to cease working for Capella.
2
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4.
INVENTIONS.
a. With respect to Inventions developed, made, created,
authored,
conceived, or reduced to practice by
Employee, in whole or in part, either by
Em
