Exhibit 10.2
INVENTION, NON-DISCLOSURE,
NON-COMPETITION AND NON-SOLICITATION AGREEMENT
This Agreement is made between The First
Marblehead Corporation, a Delaware corporation (hereinafter
referred to collectively with its subsidiaries as the
“Company”), and
“ ”
(the “Employee”).
In consideration of the employment or the
continued employment of the Employee by the Company, the Company
and the Employee agree as follows:
1. Proprietary
Information
a) The Employee agrees that all
information, whether or not in writing, of a confidential nature
concerning the Company’s business (collectively,
“Proprietary Information”) is and shall be the
exclusive property of the Company. The Employee will not disclose
any Proprietary Information to any person or entity other than
employees of the Company or use the same for any purposes (other
than in the performance of his/her duties as an employee of the
Company) without written approval by an officer of the Company,
either during or after his/her employment with the Company, unless
and until such Proprietary Information has become public knowledge
without fault by the Employee.
b) The Employee agrees that all materials
containing Proprietary Information, whether created by the Employee
or others, which shall come into his/her custody or possession,
shall be and are the exclusive property of the Company to be used
by the Employee only in the performance of his/her duties for the
Company. All such materials or copies thereof and all tangible
property of the Company in the custody or possession of the
Employee shall be delivered to the Company, upon the earlier of
(i) a request by the Company or (ii) termination of
his/her employment. After such delivery, the Employee shall not
retain any such materials or copies thereof or any such tangible
property.
c) The Employee agrees that his/her obligation
not to disclose or to use information and materials of the types
set forth in paragraphs (a) and (b) above, and
his/her obligation to return materials and tangible property, set
forth in paragraph (b) above, also extends to such types
of information, materials and tangible property of customers of the
Company or other third parties who may have disclosed or entrusted
the same to the Company or to the Employee.
2. Developments
a) The Employee will make full and
prompt disclosure to the Company of all inventions, improvements,
discoveries, methods, developments, software, and works of author
ship, whether patentable or not, which are created, made, conceived
or reduced to practice by him/her or under his/her direction or
jointly with others during his/her employment by the Company,
whether or not during normal working hours or on the premises of
the Company (all of which are collectively referred to in this
Agreement as “Developments”).
b) The Employee agrees to assign and
does hereby assign to the Company (or any person or entity
designated by the Company) all his/her right, title and interest in
and to all Developments and all related patents, patent
applications, copyrights and copyright applications. However, this
paragraph 2(b) shall not apply to Developments which do
not relate to the business or research and development conducted or
planned to be conducted by the Company at the time such Development
is created, made, conceived or reduced to practice and which are
made and conceived by the Employee not during normal working hours,
not on the Company’s premises and not using the
Company’s tools,
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