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Exhibit
10.05
EMPLOYEE
CONFIDENTIALITY, NON-COMPETITION, AND
NON-SOLICITATION
AGREEMENT
This Confidentiality, Non-Competition,
and Non-Solicitation Agreement (“Agreement”) is entered
into this
day of
,
2008, by and between Under Armour, Inc. (together with its
affiliates, the “Company”) and
(“Employee”).
EXPLANATORY
NOTE
The Employee recognizes that the
Employee has had or will have access to confidential proprietary
information during the course of his or her employment and that the
Employee’s subsequent employment with a Competitor Business,
as defined in Section 3, would inevitably result in the
disclosure of that information and, thereby, create unfair
competition and would likely cause substantial loss and harm to the
Company. The Employee further acknowledges that employment with the
Company is based on the Employee’s agreement to abide by the
covenants contained herein.
NOW THEREFORE, in consideration of
Employee’s employment with the Company and for other good and
valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, the parties agree as follows:
1. Confidentiality . Employee
acknowledges Employee’s fiduciary duty and duty of loyalty to
the Company. Further, Employee acknowledges that the Company, in
reliance on this Agreement, will provide Employee access to trade
secrets, customers, proprietary data and other confidential
information. Employee agrees to retain said information as
confidential and not to use said information for the
Employee’s personal benefit or to disclose same to any third
party, except when required to do so to properly perform duties to
the Company. Further, as a condition of employment, during the time
Employee is employed by the Company and continuing after any
termination of the Employee’s employment with the Company,
Employee agrees to protect and hold in a fiduciary capacity for the
benefit of the Company all Confidential Information, as defined
below, unless the Employee is required to disclose Confidential
Information pursuant to the terms of a valid and effective order
issued by a court of competent jurisdiction or a governmental
authority. The Employee shall use Confidential Information solely
for the purpose of carrying out those duties assigned Employee as
an employee of the Company and not for any other purpose. The
disclosure of Confidential Information to the Employee shall not be
construed as granting to the Employee any license under any
copyright, trade secret, or any right of ownership or right to use
the Confidential Information whatsoever. In the event that Employee
is compelled, pursuant to a subpoena or order of a court or other
body having jurisdiction over such matter, to produce any
Confidential Information or other information relevant to the
Company, Employee agrees to promptly provide the Company with
written notice of such subpoena or order so that the Company may
timely move to quash if appropriate.
(a) For the purposes of this Agreement,
“Confidential Information” shall mean all information
related to the Company’s business that is not generally known
to the public. Confidential Information shall include, but shall
not be limited to: any financial (whether historical, projections
or forecasts), pricing, cost, business, planning, operations,
services, potential services, products, potential products,
technical information, intellectual property, trade secrets and/or
know-how, formulas, production, purchasing, marketing, sales,
personnel, customer, supplier, or other information of the Company;
any papers, data, records, processes, methods, techniques, systems,
models, samples, devices, equipment, compilations, invoices,
customer lists, or documents of the Company; any confidential
information or trade secrets of any third party provided to the
Company in confidence or subject to other use or disclosure
restrictions or limitations; this Agreement and its terms; and any
other information, written, oral or electronic, whether existing
now or at some time in the future, whether pertaining to current or
future developments or prospects, and whether accessed prior to the
Employee’s tenure with the Company or to be accessed during
Employee’s future employment or association with the Company,
which pertains to the Company’s affairs or interests or with
whom or how the Company does business. The Company acknowledges and
agrees that Confidential Information shall not include information
which is or becomes publicly available other than as a result of a
disclosure by the Employee.
(b) The Employee shall promptly notify
the Company if he or she has reason to believe that the
unauthorized use, possession, or disclosure of any Confidential
Information has occurred or may occur.
(c) All physical items containing
Confidential Information, including, but not limited to, the
business plan, know-how, collection methods and procedures,
advertising techniques, marketing plans and methods, sales
techniques, documentation, contracts, reports, letters, notes, any
computer media, customer lists and all other information and
materials of the Company’s business and operations, shall
remain the exclusive and confidential property of the Company and
shall be returned, along with any copies or notes that the Employee
made thereof or therefrom, to the Company when the Employee ceases
employment with the Company. The Employee further agrees to return
copies of any Confidential Information contained on
Employee’s home computer, portable computer or other similar
device. Employee also agrees to allow the Company, upon reasonable
notice and for just cause, access to any home computer, portable
computer or other similar device maintained by Employee, including
but not limited to, for the purpose of determining whether said
Confidential Information has been misappropriated. The Employee
further agrees to promptly return all other property belonging to
the Company upon the termination of Employee’s
employment.
2. Ownership of Works for
Hire.
(a) The Employee agrees that any
inventions, ideas, developments, methods, improvements,
discoveries, innovations, software, works of authorship and any
other intangible property (hereinafter collectively referred to as
“Intellectual Property”), whether patentable or not,
which are developed, partially developed, considered, contemplated
or reduced to practice by the Employee or
under his or her direction or jointly
with others during his or her employment with the Company, whether
or not during normal working hours or on the premises of the
Company, shall be considered “Works for Hire” for the
exclusive use and benefit of the Company. The Employee will make
full and prompt disclosure to the Company of all such Works for
Hire. The Company shall own all rights to any Works for Hire,
including all copyrights and the right to market (or not to market)
any such property, and the Employee agrees to assign and does
hereby assign to the Company (or any person or entity designated by
the Company) all his or her right, title and interest in and to all
Works for Hire and all related patents, patent applications,
copyrights and copyright applications.
(b) The Employee agrees to cooperate
fully with the Company, both
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