Back to top

INVENTION, NON-DISCLOSURE, [NON-COMPETITION]1 AND NON-SOLICITATION AGREEMENT

NonDisclosure Agreement NDA

INVENTION, NON-DISCLOSURE, [NON-COMPETITION]1 AND NON-SOLICITATION AGREEMENT | Document Parties: FIRST MARBLEHEAD CORP | First Marblehead Corporation | FM Systems LLC | Tuition Management Systems LLC You are currently viewing:
This NonDisclosure Agreement NDA involves

FIRST MARBLEHEAD CORP | First Marblehead Corporation | FM Systems LLC | Tuition Management Systems LLC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: INVENTION, NON-DISCLOSURE, [NON-COMPETITION]1 AND NON-SOLICITATION AGREEMENT
Governing Law: Massachusetts     Date: 9/8/2011
Industry: Consumer Financial Services     Sector: Financial

50 of the Top 250 law firms use our Products every day

Exhibit 10.9

The following is the form of Invention, Non-Disclosure, Non-Competition and Non-Solicitation Agreement entered into by new and existing employees of The First Marblehead Corporation (“FMD”) and its subsidiary, Tuition Management Systems LLC (“TMS”). There are variations in the provisions of this agreement based upon an employee’s position at FMD or TMS, as applicable; accordingly, those differences have been identified in brackets and referenced in the accompanying footnotes.

INVENTION, NON-DISCLOSURE, [NON-COMPETITION] 1 AND NON-SOLICITATION AGREEMENT

This Agreement is made this              day of                  , 2011 between The First Marblehead Corporation, a Delaware corporation (hereinafter referred to collectively with its direct and indirect subsidiaries and affiliates as the “Company”), and                                                                                            (the “Employee”). [For the avoidance of doubt, references to the Company in this Agreement include FM Systems LLC (d/b/a Tuition Management Systems LLC), except where the context otherwise requires.] 2

In consideration of the [initial and] 3 continued employment of the Employee by the Company, and [consideration to be received by Employee] 4 , the receipt and sufficiency of which is hereby acknowledged by the Employee, the Company and the Employee agree as follows:

 

1.

Confidential Information

 

a)

The Employee agrees that his or her employment with the Company has created a relationship of trust and confidence between the Employee and the Company, and the protection of the Company’s proprietary and Confidential Information (as defined in Section 1(b) below) and its goodwill is critical to the Company’s survival and success. The Employee further represents and agrees that he/she (i) has held and will hold all Confidential Information in strict trust and confidence, and (ii) has not disclosed or used, and will not disclose or use at any time, any Confidential Information without the prior written consent of an authorized officer of the Company, except to the extent necessary in the ordinary course of performing his/her duties as an employee of the Company and solely in furtherance of the interests of the Company.

 

b)

For purposes of this Agreement, the term “Confidential Information” means all information, knowledge or data, in any form or media, belonging or relating to the Company (including securitization trusts) or former or current clients of the Company, which is of value to the Company and the disclosure of which could result in competitive or other disadvantage to the Company. Confidential Information is and shall be the exclusive property of the Company and includes, but is not limited to: (i) the Company’s documents, records, communications, reports, forecasts, projections, product and service specifications, statistical models, formulae and

 

1  

Applicable exclusively to agreements entered into by non-staff level employees of FMD and TMS.

 

2  

Applicable exclusively to agreements entered into by new and existing employees of TMS.

 

3  

Applicable exclusively to agreements entered into by new employees of FMD and TMS.

 

4  

Provision reflects consideration specific to each employee’s individual agreement with FMD.

 

- 1 -


 

algorithms, tools, designs, pricing methods and policies, processes, methods of operation, techniques, arrangements, procedures, current and planned distribution methods and processes, strategic initiatives, business opportunities and strategies, creative plans and strategies, personnel information, policies, trade secrets, ideas, concepts, know-how, intangible rights, inventions, research and development, source code, systems, architecture, computer programs and database technologies; (ii) information belonging or relating to the Company’s former or current customers, clients, service providers, consultants and other business relations, including the existence or status of, and any non-public information concerning, discussions between the Company and former, current, or prospective clients; (iii) the Company’s non-public business, operational or financial results, including the performance of any loan portfolio facilitated by the Company, product development initiatives, expansion plans and revenue and expense information; and (iv) information belonging or relating to any third party. In addition, the term Confidential Information includes any notes, analyses, compilations, abstracts, studies, interpretations, memoranda or other documents that contain, reflect or are based upon, in whole or in part, any Confidential Information, whether created by the Employee or others. Confidential Information includes information developed by the Employee in the course of his/her employment with the Company, as well as other information to which the Employee has or will have access during the period of his/her employment with the Company, including the confidential information of others with whom the Company has a business relationship. The absence of any marking or statement that any particular information is Confidential Information will not affect its status as Confidential Information.

 

c)

Confidential Information will not include information which is or becomes generally known to the public through no fault of any person. In addition, nothing in this Agreement is intended to or shall preclude the Employee from providing truthful testimony or providing truthful information in response to a valid subpoena, court order or request of any federal, state or local authority, quasi-regulatory or self-governing authority, provided, to the extent permitted by law, the Employee has provided to the Company as much advance notice as practicable of any such compelled disclosure. The Employee further agrees to cooperate with the Company, at the Company’s cost, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such governing authority.

 

d)

The Employee agrees that all materials, in any form or media, that contain, reflect or are based upon, in whole or in part, Confidential Information, whether created by the Employee or others, which have or will come into his/her custody or possession, are and will be 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 tangible and intangible materials, and all copies, abstracts, compilations or reproductions thereof, and all property and equipment of the Company in the custody or possession of the Employee will be left intact by the Employee and delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment, whether voluntary or involuntary. After such delivery, the Employee will not retain any such tangible or intangible materials, or copies, abstracts, compilations or reproductions thereof, or any such property. For the avoidance of doubt, in connection with the voluntary or involuntary termination of his/her employment, the Employee agrees to leave intact all such tangible and intangible materials, including electronic documents of the Company, except in accordance with the Company’s document retention policies.

 

- 2 -


e)

The Employee agrees that his/her obligations not to disclose or use Confidential Information as set forth in Sections 1(a) and (d) above, and his/her obligations to return and leave intact tangible and intangible materials as set forth in Section 1(d) above, also extends to such types of information, materials and tangible property of former or current clients or 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)

All Developments (as defined below) that are made, conceived, reduced to practice, created, written, designed or developed by the Employee or under his/her direction or jointly with others, whether or not during normal working hours or on the premises of the Company, (i) during the period of the Employee’s employment with the Company if related to the business or research and development conducted or planned to be conducted by the Company and (ii) after the period of the Employee’s employment with the Company if resulting or directly derived from Confidential Information, will be the sole property of the Company. For purposes of this Agreement, the term “Developments” means any inventions, discoveries, computer programs, source code, data, technology, designs, statistical models, formulae and algorithms, tools, innovations, improvements, methods, techniques, developments and works of authorship, whether or not patentable and whether or not copyrightable.

 

b)

The Employee will make full and prompt disclosure to the Company of all Developments and will maintain adequate and current written records (in the form of notes, memoranda and as may otherwise be specified by the Company) to document the conception and/or first actual reduction to practice of any Development. The Employee will not disclose any Development to any third party without the express written permission of an authorized officer of the Company, and all Developments will be treated by the Employee as Confidential Information. Such written records will be available to and remain the sole property of the Company at all times.

 

c)

The Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of his/her right, title and interest in and to all Developments and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights, and all applications therefor, in the United States and elsewhere. However, this Section 2(c) will 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, devices, equipment or Confidential Information. The Employee understands that, to the extent this Agreement will be construed in accordance with the law


SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Close this window