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EXHIBIT 10.35
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is
effective as of date set forth below
("Effective Date"), by and between
Manhattan Associates, Inc., a Georgia company
("Company"), and the undersigned employee
("Employee"), an individual. For and
in consideration of Employee's employment
and continued employment and other
good and valuable consideration, the
receipt and sufficiency of which are hereby
acknowledged, the parties agree as
follows:
1. DEFINITIONS. Defined terms used
herein are defined in the recitals and at
the end of this Agreement.
2. OWNERSHIP. (a) All Work Product
will be considered work made for hire by
Employee and owned by Company. To the
extent that any Work Product may not by
operation of law be considered work made
for hire or if ownership of all rights
therein will not vest exclusively in
Company, Employee assigns to Company, now
or upon its creation without further
consideration, the ownership of all such
Work Product. Company has the right to
obtain and hold in its own name
copyrights, patents, registrations, and any
other protection available in the
Work Product. Employee agrees to perform
any acts as may be reasonably requested
by Company to transfer, perfect, and defend
Company's ownership of the Work
Product.
(b) To the extent any materials other than Work Product are
contained
in the materials Employee delivers to
Company or its Customers, Employee grants
to Company an irrevocable, nonexclusive,
worldwide, royalty-free license to use
and distribute (internally or externally)
or authorize others to use and
distribute copies of, and prepare
derivative works based upon, such materials
and derivative works thereof. Employee
agrees that during his or her employment,
any money or other remuneration received by
Employee for services rendered to a
Customer belong to Company.
3.
TRADE SECRETS AND CONFIDENTIAL INFORMATION. (a) Company may
disclose to
Employee certain Proprietary Information.
Employee agrees that the Proprietary
Information is the exclusive property of
Company (or a third party providing
such information to Company) and Company
(or such third party) owns all
worldwide copyrights, trade secret rights,
confidential information rights, and
all other property rights therein.
(b) Company's disclosure of the Proprietary Information to
Employee
does not confer upon Employee any license,
interest or rights in or to the
Proprietary Information. Except in the
performance of services for Company,
Employee will hold in confidence and will
not, without Company's prior written
consent, use, reproduce, distribute,
transmit, reverse engineer, decompile,
disassemble, or transfer, directly or
indirectly, in any form, or for any
purpose, any Proprietary Information
communicated or made available by Company
to or received by Employee. Employee agrees
to notify Company immediately if he
or she discovers any unauthorized use or
disclosure of the Proprietary
Information.
(c) To further protect Proprietary Information, Employee agrees
that if
his or her employment with Company ends for
any reason during the first three
years after the initial date of employment,
then for a period six (6) months
after the end of Employee's employment he
or she will not, without Company's
prior written consent, perform any of the
Duties that he or she performed on
behalf of Company for the Employee's
immediately prior employer if such prior
employer competes with the Company
Business.
(d) Employee's obligations under this Agreement with regard to
(i)
Trade Secrets shall remain in effect for as
long as such information remains a
trade secret under applicable law, and (ii)
Confidential Information shall
remain in effect during Employee's
employment with Company and for three years
thereafter. These obligations will not
apply to the extent that Employee
establishes that the information
communicated (1) was already known to Employee,
without an obligation to keep it
confidential at the time of its receipt from
Company; (2) was received by Employee in
good faith from a third party lawfully
in possession thereof and having no
obligation to keep such information
confidential; or (3) was publicly known at
the time of its receipt by Employee
or has become publicly known other than by
a breach of this Agreement or other
action by Employee.
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4. CUSTOMER NON-SOLICITATION. The
relationships made or enhanced during
Employee's employment with Company belong
to Company. During Employee's
employment and the One Year Limitation
Period, Employee will not, without
Company's prior written consent, contact,
solicit or attempt to solicit, on his
or her own or another's behalf, any
Customer with whom Employee had contact in
the Two Year Restrictive Period with a view
of offering, selling or licensing
any program, product or service that is
competitive with the Company Business.
5. EMPLOYEE NON-SOLICITATION. During
Employee's employment and the One Year
Limitation Period, Employee will not,
without Company's prior written consent,
call upon, solicit, recruit, or assist
others in calling upon, soliciting or
recruiting any person who is or was an
employee of Company during the Two Year
Restrictive Period.
6. NONCOMPETE. During the One Year
Limitation Period, Employee agrees that he or
she will not, without Company's prior
written consent, perform his or her Duties
for any person or entity in the Territory
which competes with the Company
Business if Company is still engaged in the
Company Business during such One
Year Limitation Period. The parties agree
and acknowledge that (i) the
definitions of Duties and Territory and
period of restriction reasonably and
fairly limit this noncompete restriction
and are reasonably required for
Company's protection because Employee must
perform his or her Duties on behalf
of Customers who are located throughout the
Territory; and (ii) by having access
to information concerning employees and
Company's Customers, Employee shall
obtain a competitive advantage as to such
parties.
7. WARRANTIES OF EMPLOYEE. Employee
warrants that he or she is not presently
under any agreement that will prevent him
or her from the performance of duties
for Company, and is not in breach of any
agreement with respect to any trade
secrets or confidential information owned
by any other party.
8. INJUNCTIONS. Employee agrees that
certain breaches by Employee of this
Agreement will result in irreparable harm
to Company and that the remedies at
law for such breaches may not adequately
compensate Company for its damages.
Employee agrees that in the event of any
such breaches, Company shall be
entitled to an injunction in addition to
any other remedies at law.
9. UNENFORCEABILITY. Any holding that a
provision of this Agreement is invalid
or unenforceable by a court of competent
jurisdiction shall not affect the
enforceability of any other provisions. If
for any reason the restrictions in
Sections 3 through 6 are held to be invalid
or unenforceable, then such
restrictions shall be interpreted or
modified to include as much of the duration
and scope as will render such restrictions
valid and enforceable.
10. TERM. This Agreement is effective when
signed by both parties and will
remain in effect for an indefinite p
