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,
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