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Sekon Principles of Business Agreement 2015
Sekon Principles of Business Agreement 2015
In consideration of my employment or continued employment by SeKON Enterprise, Inc. (the "Company"), and
the compensation now and hereafter paid to me, I hereby agree as follows:
1. NONDISCLOSURE.
1.1 Recognition of Company's Rights; Nondisclosure. At all times during my employment and thereafter, I will
hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company's Proprietary
Information (defined below), except as such disclosure, use or publication may be required in connection with my
work for the Company, or unless an officer of the Company expressly authorizes such in writing. I will obtain
Company's written approval before publishing or submitting for publication any material (written, verbal, or
otherwise) that relates to my work at Company and/or incorporates any Proprietary Information. I hereby assign to
the Company any rights I may have or acquire in such Proprietary Information and recognize that all Proprietary
Information shall be the sole property of the Company and its assigns. I have been informed and acknowledge that
the unauthorized taking of the Company’s trade secrets may subject me to civil and/or criminal penalties.
1.2 Proprietary Information. The term "Proprietary Information" shall mean any and all confidential and/or
proprietary knowledge, data or information of the Company. By way of illustration but not limitation, "Proprietary
Information" includes (a) trade secrets, inventions, mask works, ideas, processes, formulas, source and object
codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and
techniques (hereinafter collectively referred to as "Inventions"); and (b) information regarding plans for research,
development, new products, marketing and selling, business plans, budgets and unpublished financial statements,
licenses, prices and costs, suppliers and customers; and (c) information regarding the skills and compensation of
other employees of the Company. Notwithstanding the foregoing, it is understood that, at all such times, I am free to
use information which is generally known in the trade or industry, which is not gained as result of a breach of this
Agreement, and my own, skill, knowledge, know-how and experience to whatever extent and in whichever way I
wish.
1.3 Third Party Information. I understand, in addition, that the Company has received and in the future will
receive from third parties confidential or proprietary information ("Third Party Information") subject to a duty on
the Company's part to maintain the confidentiality of such information and to use it only for certain limited
purposes. During the term of my employment and thereafter, I will hold Third Party Information in the strictest
confidence and will not disclose to anyone (other than Company personnel who need to know such information in
connection with their work for the Company) or use, except in connection with my work for the Company, Third
Party Information unless expressly authorized by an officer of the Company in writing.
1.4 No Improper Use of Information of Prior Employers and Others. During my employment by the Company I
will not improperly use or disclose any confidential information or trade secrets, if any, of any former employer or
any other person to whom I have an obligation of confidentiality, and I will not bring onto the premises of the
Company any unpublished documents or any property belonging to any former employer or any other person to
whom I have an obligation of confidentiality unless consented to in writing by that former employer or person. I will
use in the performance of my duties only information which is generally known and used by persons with training
and experience comparable to my own, which is common knowledge in the industry or otherwise legally in the
public domain, or which is otherwise provided or developed by the Company.
2. ASSIGNMENT OF INVENTIONS.
2.1 Proprietary Rights. The term "Proprietary Rights" shall mean all trade secret, patent, copyright, mask work
and other intellectual property rights or “moral rights” throughout the world. “Moral rights” refers to any rights to
claim authorship of an Invention or to object to or prevent the modification of any Invention, or to withdraw from
circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or
statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated
or generally referred to as a “moral right.”
2.2 Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my
employment with the Company are excluded from the scope of this Agreement. To preclude any possible
uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I
have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed
or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my
property or the property of third parties and that I wish to have excluded from the scope of this Agreement
(collectively referred to as "Prior Inventions"). If disclosure of any such Prior Invention would cause me to violate
any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only
to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full
disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such
purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my
employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the
Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license
(with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior
Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior
Inventions in any Company Inventions without the Company's prior written consent.
2.3 Assignment of Inventions. Subject to Sections 2.4, and 2.6, I hereby assign and agree to assign in the future
(when any such Inventions or Proprietary Rights are first reduced to practice or first fixed in a tangible medium, as
applicable) to the Company all my right, title and interest in and to any and all Inventions (and all Proprietary Rights
with respect thereto) whether or not patentable or registrable under copyright or similar statutes, made or conceived
or reduced to practice or learned by me, either alone or jointly with others, during the period of my employment
with the Company. Inventions assigned to the Company, or to a third party as directed by the Company pursuant to
this Section 2, are hereinafter referred to as "Company Inventions."
2.4 Unassigned Inventions. I recognize that this Agreement will not be deemed to require assignment of any
invention that was developed entirely on my own time without using the Company’s equipment, supplies, facilities,
or trade secrets and neither related to the Company’s actual or anticipated business, research or development, nor
resulted from work performed by me for the Company.
2.5 Obligation to Keep Company Informed. During the period of my employment and for six (6) months after
termination of my employment with the Company, I will promptly disclose to the Company fully and in writing all
Inventions authored, conceived or reduced to practice by me, either alone or jointly with others. In addition, I will
promptly disclose to the Company all patent applications filed by me or on my behalf within a year after termination
of employment. The Company will keep in confidence and will not use for any purpose or disclose to third parties
without my consent any confidential information disclosed in writing to the Company pursuant to this Agreement.
2.6 Government or Third Party. I also agree to assign all my right, title and interest in and to any particular
Company Invention to a third party, including without limitation the United States, as directed by the Company.
2.7 Works for Hire. I acknowledge that all original works of authorship which are made by me (solely or jointly
with others) within the scope of my employment and which are protectable by copyright are "works made for hire,"
pursuant to United States Copyright Act (17 U.S.C., Section 101).
2.8 Enforcement of Proprietary Rights. I will assist the Company in every proper way to obtain, and from time to
time enforce, United States and foreign Proprietary Rights relating to Company Inventions in any and all countries.
To that end I will execute, verify and deliver such documents and perform such other acts (including appearances as
a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing,
sustaining and enforcing such Proprietary Rights and the assignment thereof. In addition, I will execute, verify and
deliver assignments of such Proprietary Rights to the Company or its designee. My obligation to assist the Company
with respect to Proprietary Rights relating to such Company Inventions in any and all countries shall continue
beyond the termination of my employment, but the Company shall compensate me at a reasonable rate after my
termination for the time actually spent by me at the Company's request on such assistance.
In the event the Company is unable for any reason, after reasonable effort, to secure my signature on any document
needed in connection with the actions specified in the preceding paragraph, I hereby irrevocably designate and
appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, which
appointment is coupled with an interest, to act for and in my behalf to execute, verify and file any such documents
and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal
force and effect as if executed by me. I hereby waive and quitclaim to the Company any and all claims, of any
nature whatsoever, which I now or may hereafter have for infringement of any Proprietary Rights assigned
hereunder to the Company.
3. RECORDS. I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings
and in any other form that may be required by the Company) of all Proprietary Information developed by me and all
Inventions made by me during the period of my employment at the Company, which records shall be available to
and remain the sole property of the Company at all times.
4. DUTY OF LOYALTY DURING EMPLOYMENT. I understand that my employment with the Company requires my
full attention and effort. I agree that during the period of my employment by the Company I will not, without the
Company's express written consent, engage in any employment or business activity other than for the Company,
including but not limited to employment or business activity which is competitive with, or would otherwise conflict
with, my employment by the Company.
5. NO SOLICITATION OF EMPLOYEES, CONSULTANTS, CONTRACTORS OR CUSTOMERS. I agree that for the period
of my employment by the Company and for one (1) year after the date my employment by the Company ends for
any reason, including but not limited to voluntary termination by me or involuntary termination by the Company, I
will not, either directly or through others, (i) solicit or attempt to solicit any employee, independent contractor, or
consultant of the Company or client to become an employee, consultant or independent contractor to or for any other
person or entity, and (ii) solicit any customers of the Company with whom I had contact or whose identity I learned
as a result of my employment with the Company for any business that directly competes with the Company.
The parties agree that for purposes of this Agreement, a customer is any person or entity to which the Company has
provided goods or services at any time during the period commencing with my employment with the Company and
ending on the date my employment with the Company ends.
6. NON-COMPETE PROVISION. I agree that for the period of my employment with the Company and for a period of
one year following the termination of my employment for any reason, including but not limited to voluntary
termination by me or involuntary termination by the Company, that I will not provide services, similar to those I
provided to the Company, to any person or entity in direct competition with the Company on projects or proposals in
which I have been directly involved during my time as an employee of Company. I acknowledge that this non-
compete provision is limited to the types of activities and services I provided in my employment with the Company.
I hereby acknowledge that the Company’s business is global in scope. As such, I agree that the Company’s business
and the provisions of this Section 6 are global and that the provisions of this Section 6 are reasonable and necessary
for protection of the Company’s legitimate business interests. The parties agree that for purposes of this Agreement,
a person or entity is in competition with the Company if it provides services the same as or similar to the Company.
It is the intent of the parties that this Agreement be construed with and enforced in accordance with the changing
activities and business of the Company throughout the term of this Agreement.
7. NO CONFLICTING AGREEMENT OR OBLIGATION. I represent that my performance of all the terms of this
Agreement and as an employee of the Company does not and will not breach any agreement or obligation of any
kind made prior to my employment by the Company, including agreements or obligations I may have with prior
employers or entities for which I have provided services. I have not entered into, and I agree I will not enter into,
any agreement or obligation either written or oral in conflict herewith.
8. RETURN OF COMPANY DOCUMENTS. When I leave the employ of the Company, I will deliver to the Company
any and all drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies
thereof, and any other material containing or disclosing any Company Inventions, Third Party Information or
Proprietary Information of the Company. I further agree that any property situated on the Company's premises and
owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to
inspection by Company personnel at any time with or without notice. Prior to leaving, I will cooperate with the
Company in completing and signing the Company's termination statement.
9. LEGAL AND EQUITABLE REMEDIES. I recognize that in the course of employment with the Company, I will have
access to Proprietary Information, to Third Party Information, and to employees, consultants, contractors, clients,
and customers of the Company. I also recognize that the services I will be employed to provide are personal and
unique. I understand that because of this the Company may sustain irreparable injury if I violate this Agreement. In
order to limit or prevent such irreparable injury, the Company shall have the right to enforce this Agreement and any
of its provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to
any other rights and remedies that the Company may have for a breach of this Agreement.
10. NOTICES. Any notices required or permitted hereunder shall be given to the appropriate party at the address
specified below or at such other address as the party shall specify in writing. Such notice shall be deemed given
upon personal delivery to the appropriate address or if sent by certified or registered mail, three (3) days after the
date of mailing.
11. NOTIFICATION OF NEW EMPLOYER. In the event that I leave the employ of the Company, I authorize the
Company to provide notice of my rights and obligations under this Agreement to my subsequent employer and to
any other entity or person to whom I provide services.
12.1 Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by and construed
according to the laws of the Commonwealth of Virginia; as such laws are applied to agreements entered into and to
be performed entirely within Virginia between Virginia residents. I hereby expressly consent to the personal
jurisdiction of the state and federal courts for Fairfax County, Virginia in any lawsuit filed there against me by
Company arising from or related to this Agreement.
12.2 Severability. In case any one or more of the provisions, subsections, or sentences contained in this Agreement
shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if
such invalid, illegal or unenforceable provision had never been contained herein. Moreover, if any one or more of
the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration,
geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to
the extent compatible with the applicable law as it shall then appear.
12.3 Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other
legal representatives and will be for the benefit of the Company, its successors, and its assigns.
12.4 Survival. The provisions of this Agreement shall survive the termination of my employment and the
assignment of this Agreement by the Company to any successor in interest or other assignee.
12.5 Employment At-Will. I agree and understand that I am employed at-will, and that nothing in this Agreement
shall change this at-will status or confer any right with respect to continuation of employment by the Company, nor
shall it interfere in any way with my right or the Company's right to terminate my employment at any time, with or
without cause.
12.6 Waiver. No waiver by the Company of any breach of this Agreement shall be a waiver of any preceding or
succeeding breach. No waiver by the Company of any right under this Agreement shall be construed as a waiver of
any other right. The Company shall not be required to give notice to enforce strict adherence to all terms of this
Agreement.
12.7 Entire Agreement. The obligations pursuant to Sections 1 and 2 of this Agreement shall apply to any time
during which I was previously employed, or am in the future employed, by the Company as a consultant if no other
agreement governs nondisclosure and assignment of inventions during such period. This Agreement constitutes the
complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges
all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights
under this Agreement, will be effective unless in writing and signed by the party to be charged. Any subsequent
change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.
This Agreement shall be effective as of the first day of my employment with the Company, namely: ________,
2015.
I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT
EXHIBIT A TO THIS AGREEMENT.
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(Printed Name)