NON-DISCLOSURE CONFIDENTIALITY
AND
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
Double-Take Software, Inc.
Jo Murciano
(hereinafter referred to as the “executive”) hereby
acknowledges that Double-Take Software Inc. (the
“Company”), together with its subsidiaries and their
respective predecessors (hereinafter referred to collectively as
the “Corporation”), is engaged in the business of
developing, selling, distributing, supporting, installing and
servicing computer related software. The executive and the
Corporation agree that the operation of the business and
performance of the work of the Corporation involves special skills,
knowledge, trade secrets, special techniques, procedures, and names
and addresses of the customers, past and present, of the
Corporation. The executive acknowledges that he is serving as an
officer of the Company and is the Président of
Double-Take Software SAS, a wholly-owned subsidiary of the Company
(collectively, the “Service”) with the express
understanding that all of the foregoing shall not be divulged or
otherwise disclosed to anyone at any time.
It is further
understood and agreed to by the executive, that during the time of
his tenure of Service, that his time and efforts will be devoted to
the Corporation’s business, and that he will not participate
in any activity of a similar nature independently or with any other
entity, in any capacity, (e.g. sales, consulting, engineering,
supervision or hands on activity), without the consent of the
Company. All computer program source code and information relating
to such source code, trade secrets, books, manuals, bulletins, work
papers, files, reports and other related materials accessed by the
executive, received by the executive, or disclosed to the executive
during the course of his tenure of Service for the Corporation, are
the property of the Corporation and must be returned to the
Corporation upon request or at the termination of executive’s
tenure of Service, along with any reproductions of such
documentation.
Executive
agrees to hold in confidence and to refrain from using (other than
in performing work for or on behalf of the Corporation) or
disclosing to any third party, without prior written consent of
Corporation, (a) information of the Corporation, its
subsidiaries, affiliates or divisions, including information
accessed by the executive, received by the executive, or disclosed
to the executive during the course of his service to the
Corporation, (b) information developed or delivered by
executive during the term of executive’s service to the
Corporation; and (c) information of third parties (e.g.,
existing or potential customers, partners,
COMPANY CONFIDENTIAL
PAGE 1
vendors, or
distributors of the Corporation, its subsidiaries, affiliates or
divisions) accessed by the executive, received by the executive, or
disclosed to the executive during the course of his service to the
Corporation (collectively, “Corporation Confidential
Information”). Without limiting the foregoing, all computer
program source code and information relating to such source code
received, developed or delivered by executive in connection with
his service to the Corporation shall be deemed confidential
information of the Corporation and belong exclusively to the
Corporation.
Executive
agrees to provide the Corporation with all source code and complete
source code documentation for all computer programs developed or
modified by executive in the course of his service to the
Corporation. Ownership of all right, title and interest in all
intellectual property and proprietary information and materials,
including without limitation, goods, code, materials, inventions,
ideas, trade secrets, know-how, designs, models, databases,
topography, mask works, processes, methods, technical information,
data, specifications, drawings, works of authorship, manuals,
brochures, models, algorithms, standards, diagrams, schematics
an
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