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CONFIDENTIAL INFORMATION, NONCOMPETITION
AND INVENTION ASSIGNMENT AGREEMENT
In
consideration of my being employed by HydroGen, L.L.C., any of
its affiliates, or any of their respective successors or
assigns (collectively, the "Company"), I agree to the
following, intending to be legally bound:
1.
At-Will Employment .
I understand and acknowledge that my employment with the Company is
for an unspecified duration and constitutes "at-will" employment.
My employment may be terminated at any time by either me or the
Company, for any or no reason, with or without cause or
notice.
2.
Best Efforts .
While employed by the Company, I shall devote my best efforts, and
all of my working time and attention to the interests of the
Company, shall faithfully perform all duties from time to time
assigned to me and shall conform to all of the Company’s
requirements for proper business conduct.
3.
Confidential Information .
(a)
Company Information .
I agree at all times during the term of my employment and
thereafter, to hold in strictest confidence, and not to use, except
for the benefit of the Company, any Confidential Information of the
Company. I understand that "Confidential Information" means any
Company proprietary or confidential information, technical data,
trade secrets or know-how, including, but not limited to, research,
product plans, products, services, customer lists and customers
(including, but not limited to, customers of the Company on whom I
call or with whom I become acquainted during the term of my
employment), customer contacts, customer purchasing practices,
markets, software, developments, inventions, processes, formulas,
technology, designs, drawings, engineering, marketing, distribution
and sales methods and systems, sales and profit figures, finances,
personnel information including but not limited to regarding
compensation, skills and duties, and other business information
that I learn of, obtain, or that is disclosed to me during the
course of my employment, either directly or indirectly, in writing,
orally or by drawings or inspection of documents or other tangible
property. However, Confidential Information does not include any of
the foregoing items which has been made generally available to the
public and become publicly known through no wrongful act of
mine.
(b)
Former Employer Information .
I agree that I will not, during my employment with the Company,
improperly use or disclose any proprietary information or trade
secrets of any former or concurrent employer or other person or
entity, if any, with whom I have an agreement or duty to keep such
information or secrets confidential, if any, and that I will not
bring onto the premises of the Company any unpublished document or
proprietary information belonging to any such employer, person or
entity unless consented to in writing by such employer, person or
entity.
(c)
Third Party Information .
I recognize that the Company has received and in the future will
receive from third parties (including customers of the Company)
their confidential or proprietary information subject to a duty on
the Company's part to maintain the confidentiality of such
information and to use it only for certain limited purposes. I
agree to hold all such confidential or proprietary information in
the strictest confidence and not to disclose it to any person or
entity or to use it except as necessary in carrying out my work for
the Company, consistent with the Company's agreement with such
third party.
4.
Inventions .
(a)
Inventions Retained and Licensed .
I have attached hereto, as Attachment "A", a list describing all
inventions, original works of authorship, developments,
improvements, and trade secrets which were made by me prior to my
employment with the Company (collectively referred to as "Prior
Inventions"), which belong to me, which relate to the Company's
proposed business, products or research and development, and which
are not assigned to the Company hereunder; or, if no such list is
attached, I represent that there are no such Prior Inventions. If
in the course of my employment with the Company, I incorporate into
a Company product, process or machine a Prior Invention owned by me
or in which I have an interest, the Company is hereby granted and
shall have a nonexclusive, royalty-free, irrevocable, perpetual,
worldwide license to make, have made, modify, use and sell such
Prior Invention as part of or in connection with such product,
process or machine.
(b)
Assignment of Inventions .
I agree that I will promptly make full written disclosure to the
Company, will hold in trust for the sole right and benefit of the
Company, and hereby assign to the Company, or its designee, all my
right, title, and interest in and to any and all inventions,
original works of authorship, developments, concepts, improvements
or trade secrets, whether or not patentable or registrable under
copyright or similar laws, which I may solely or jointly conceive
or develop or reduce to practice, or cause to be conceived or
developed or reduced to practice, from the date my employment with
the Company commenced until my cessation of employment with the
Company (collectively referred to as "Inventions"), including any
and all intellectual property rights inherent in the Inventions and
appurtenant thereto including, without limitation, all patent
rights, copyrights, trademarks, know-how and trade secrets
(collectively referred to as "Intellectual Property Rights"). I
further acknowledge that all original works of authorship which are
made by me (solely or jointly with others) within the scope of my
employment and which are protectable by copyright are "works made
for hire," as that term is defined in the United States Copyright
Act.
(c)
Maintenance of Records .
I agree to keep and maintain adequate and current records of all
Inventions made by me (solely or jointly with others) during the
term of my employment with the Company. The records will be in the
form of notes, sketches, drawings, and any other format that may be
specified by the Company. The records will be available to and
remain the sole property of the Company at all times.
(d)
Patent and Copyright Registrations .
I agree to assist the Company, or its designee, at the Company's
expense, in every proper way to secure the Company's rights in the
Inventions and any Intellectual Property Rights related thereto in
any and all countries, including the disclosure to the Company of
all pertinent information and data with respect thereto, the
execution of all applications, specifications, oaths, assignments
and all other instruments which the Company shall deem necessary in
order to apply for and obtain such rights and in order to assign
and convey to the Company the sole and exclusive right, title and
interest in and to such Inventions and any Intellectual Property
Rights relating thereto. I further agree that my obligation to
execute or cause to be executed, when it is in my power to do so,
any such instrument or papers shall continue after the termination
of this Agreement. If the Company is unable because of my mental or
physical incapacity or for any other reason to secure my signature
to apply for or to pursue any application for any United States or
foreign Intellectual Property Right covering Inventions assigned to
the Company as above, then I hereby irrevocably designate and
appoint Company and its duly authorized officers and agents as my
agent and attorney in fact, to act for and in my behalf and stead
to execute and file any such applications and to do all other
lawfully permitted acts to further the prosecution and issuance of
letters patent, or copyright, trademark or other registrations
thereon with the same legal force and effect as if executed by
me.
5.
Noncompetition, Nonsolicitation, Etc.
(a)
During my employment with the Company and for the periods set forth
below after the termination of my employment with Corporation for
any reason whatsoever, I shall not, directly or
indirectly:
(i)
a period of eighteen (18) months after such termination, on my own
behalf or in the service or on behalf of others, solicit,
encourage, recruit or attempt to persuade any person to terminate
such person's employment with the Company, whether or not such
person is a full-time employee or whether or not such employment is
pursuant to a written agreement or is at-will.
(ii)
for a period of one (1) year after such termination, employ or
establish a business relationship with, or encourage or assist any
person or entity to employ or establish a business relationship
with, any individual who was employed by the Company during the
preceding tw
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