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NonDisclosure Agreement NDA

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Governing Law: Massachusetts     Date: 10/4/2010
Industry: Software and Programming     Sector: Technology

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Exhibit 10.89


AGREEMENT entered into this 1 st day of January 2003 by and between Comverse, Inc., a Delaware Corporation, on behalf of itself and its subsidiaries (the “Company”) and Mr. Gabriel Matsliach “Employee”. In addition to this agreement, please refer to the Addendum of Terms and Transfer Employment Letter for additional items.

WHEREAS, the Employee has agreed to be employed by the Company, and

WHEREAS, the parties desire to provide for the terms of Employee’s services to the Company,

NOW, THEREFORE, in consideration of Employee’s employment by the Company, the compensation received by Employee from time to time hereunder, and the mutual covenants contained herein, the parties agree as follows:




1.1 The Company hereby hires Mr. Gabriel Matsliach as an at-will employee for the Chief Technology Officer for a period commencing on the date of this Agreement and terminating in accordance with the provisions of Section 3 of this Agreement. Employee shall devote essentially his/her full time and best efforts to the advancement of the interests of the Company, and shall perform such duties as may be prescribed from time to time by an Officer of the Company. For the purposes of this section, “full time” shall be defined as at least forty-(40) hours per week.







In consideration of the services to be performed under this Agreement, Employee shall receive as gross compensation the sum of $6538.47 (biweekly) subject to withholding and other applicable taxes. At least once during each year of employment, an Officer of the Company shall review the performance of Employee and shall make such adjustments to his/her gross compensation as deemed appropriate by the Company. The Employee shall also be entitled to participate in benefit programs the Company establishes and makes generally available to all employees of the Company, to the extent the employee is eligible to participate based on tenure, age, pay, health and other eligibility requirements.




Incentive performance targets are set annually, normally at the beginning of each year. In addition to your base pay, you will be eligible for an incentive (commission) payout against your assigned target to be set by the President of the Division that will align with the annual business goals of the Company, Division and


Specific Objectives set for your position within the IN Division. The payout amount is normally paid after the end of the fiscal year and is based on your performance to the incentive target goals and objectives. For planning purposes, the minimum amount of your target incentive for 2003 will be $50,000; the amount you actually earn will be based on your performance and the payout formula set at the time of your assigned target(s).




3.1 Employment under this Agreement may be terminated immediately by the Company at any time for cause. “Cause” shall, for the purpose of this section, be defined as a good faith finding by the Company of a material violation of any of the provisions of this Agreement or some other material breach of duty owed by Employee to the Company, violation of a Company policy or procedure, fraud or dishonesty, theft of Company assets, gross negligence or misconduct, or the conviction or plea of nolo contendere 1 to a felony or crime of moral turpitude 2 . Employee may also be terminated without cause complying with process and terms specified by employee’s Addendum of Terms document.



Nolo Contendere is a plea entered by a defendant in a criminal case where a defendant neither admits nor denies guilt, but the criminal court can impose a fine or a prison sentence. The main difference between a plea of nolo contendere and a guilty plea is that a nolo contendere plea can not be used against a defendant in a civil action for the same acts, where as a guilty plea can be so used.



Crimes of moral turpitude are crimes that are morally bad, contrary to what is accepted and customary in society.



Disclosure and Surrender of Confidential Information

4.1 Employee expressly acknowledges that he/she has received and will continue to receive “Confidential Information” pertaining to the products, services, operations and/or business affairs of the Company. For the purposes of this Agreement, “Confidential Information” shall include, but not be limited to, information concerning or related to the Company’s financial matters, business methods and practices, the Company’s proprietary computer software, firmware, hardware, documentation, scientific, technical, economic, or engineering information including patterns, plans, compilations, program devices, formulae, designs, prototypes, methods, techniques, processes, procedures, programs or codes, whether tangible or intangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically or photographically (including, without limiting the generality of the foregoing, any such items created, developed, produced or made known to Employee during the period of or arising out of Employee’s employment with the Company), the Company’s suppliers, customers and potential customers, confidential information disclosed to the Company by a third party, the Company’s sales and marketing plans, and any other information not generally known to the public which, if misused or disclosed, could have a reasonable possibility of adversely affecting the Company’s business or financial condition.



4.2 In recognition of the fact that such Confidential Information contains valuable trade secrets of the Company, Employee agrees that he/she shall not, during the term of this Agreement and thereafter, use or disclose to any third party any such Confidential Information for any reason or purpose whatsoever without the express written consent of the Company. Employee understands that, pursuant to the Economic Espionage Act, violation of this Section 4.2 could result in a fine, imprisonment or both.

4.3 Employee hereby assigns to the Company any and all rights, title and interest that Employee now has in the Company’s Confidential Information and agrees to assign to the Company any and all rights, title and interest that Employee may hereafter acquire in the Company’s Confidential Information.

4.4 Upon termination of his/her employment with the Company, for whatever reason, Employee will promptly surrender to the Company all copies, in whatever form, of the Company’s Confidential Information in Employee’s possession or control, and Employee will not remove or transmit by any means from the Company or take with him/her any of the Company’s Confidential Information that is embodied in any tangible medium of expression.



Confidentiality of Previous Employers/Clients

5.1 Employee represents that his/her performance hereunder does not and will not breach any agreement to keep in confidence any proprietary information acquired by Employee in confidence or in trust of a present or former employer or client. Employee also understands that at no time during his/her employment with the Company is Employee to breach any obligation of confidentiality that Employee has to present or former employers or clients, and Employee agrees to fulfill all such obligations during his/her employment with the Company. Employee agrees that he/she shall not disclose to the Company any proprietary information of a third party without written permission from the third party. Employee understands that, pursuant to the Economic Espionage Act, violation of this section could result in a fine, imprisonment or both.



Disclosure of Inventions

6.1 For the purposes of this Agreement, “Inventions” shall have the same meaning as set forth in 35 U.S.C. §§ 100 and 101, and may include without limitation, any of the following as applicable: all discoveries, developments, designs, improvements, inventions, formulae, processes, techniques, computer programs, strategies, specific computer-related or telecommunications-related know-how and data.

6.2 During Employee’s employment by the Company and for a period of six (6) months thereafter, Employee will promptly and fully disclose to the Company (and to any persons designated by it) any and all Inventions generated or conceived or reduced to practice or learned by Employee, either alone or jointly with others, which result from or relate to tasks assigned by the Company to Employee, or which result from or relate to tasks, projects or products being conducted or made within the Company about which Employee has obtained substantial knowledge during his/her employment with the Company.




Ownership Rights and Assignment of Inventions

7.1 Employee and the Company hereby agree that, to the extent the United States copyright laws or the laws of any jurisdiction bound to recognize rights of copyright, author’s rights or any similar other rights so permit, all services rendered by Employee hereunder, and the work product resulting from same, are and shall be deemed to be performed by Employee as work for hire or works made for hire for the Company, and are and shall be the sole and exclusive property of the Company. To the extent such laws or any rule of law does not so permit, then Employee expressly agrees to assign to the Company any and all rights, title and interest which Employee has or hereafter acquires in such services and work product, including without limitation, any and all rights to copyrights, trademarks and trade secrets thereto.

7.2 Employee agrees that all Inventions generated or conceived or reduced to practice or learned by Employee, either alone or jointly with others, during the followi

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