Employee Proprietary Rights Acknowledgment Agreement

Employee Proprietary Rights Acknowledgment Agreement

Agreement made on the (date), between (Name of Employee) of , referred to herein as Employee, and (Name of Employer), a corporation organized and existing under the laws of the state , with its principal office located at , referred to herein as Company or Party.

Whereas, Company is engaged in the business to develop, deploy and operate next generation media and communications network based services to single-family, multi-family, high-rise, resort and hospitality properties; and

Whereas, Company has offered employment to the Employee and Employee desires or has accepted said offer of employment; and

Whereas, Employee is willing to be employed or continue employment by the Company, and the Company is willing to employ or continue to employ Employee, based in material part on the terms, covenants and conditions hereinafter set forth;

Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

A. Definitions As Used in this Agreement

Company means , its successors and assigns, and any of its present or future subsidiaries, affiliates, or organizations controlled by, controlling, or under common control with it, and all foreign related companies.

B. Competing Business means any business, regardless of the legal form in which it is carried out, which competes, directly or indirectly with the business of the Company, including, but not limited to, the development, deployment and operating of next generation media and communications network based services to single-family, multi-family, high-rise, resort and hospitality properties.

C. Proprietary Information means trade secrets or any other information disclosed to Employee or known to Employee as a consequence of or through his or her relationship with the Company which is not public knowledge, including, but not limited to, information relating to research, development, inventions, manufacture, purchasing, accounting, engineering, marketing, merchandising, patents, copyrights, proprietary information, trade secrets, systems, procedures, manuals, confidential reports, and lists of customers, as well as the nature and type of services rendered by the Company, the equipment and methods used and preferred by the Company’s customers, and the fees paid by them and selling.

D. Inventions means all right, title and interest relating to any and all inventions, works of authorship, mask works, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by Employee during the term of his/her employment with the Company to the fullest extent allowed by law.

1. Inventions

With respect to Inventions made or conceived by Employee, either solely or jointly with others, during the term of his/her employment by the Company or within two (2) years after termination of such employment, if such Invention in whole or in part is based on or related to Proprietary Information:

A. Employee agrees to inform the Company promptly and fully of such Inventions by a written report, setting forth in detail the procedures employed and the results achieved.

B. Employee will apply, at the Company's request and expense, for United States and foreign letters patent either in his/her name or otherwise as the Company shall desire.

C. Employee hereby assigns and agrees to assign to the Company all of his/her rights to such Inventions and to applications for United States and/or foreign letters patent granted upon such Inventions.

D. Employee acknowledges and agrees to deliver promptly to the Company, without charge to the Company but at its expense, such written instruments and do such other acts as may be necessary to obtain and maintain United States and/or foreign letters patent and to vest the entire right and title thereto in the Company.

E. Company shall also have the perpetual, irrevocable, worldwide, non-exclusive, sub-licensable, royalty-free right and license to use, exploit and exercise in its business, and to make, use and sell products, processes and/or services derived from any inventions, discoveries, concepts and ideas.

E. To the extent allowed by law, the provisions contained in this Section 1 includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as moral rights.

2. Disclosure of Proprietary Information

A. Except as required in connection with Employee’s duties as an employee of the Company, Employee agrees that Proprietary Information of the Company shall not be disclosed by Employee, or any person or entity related to Employee, to any individual, corporation or other third party without the express written permission of the Chief Executive Officer of the Company.

B. Upon termination of Employee’s employment with the Company, all documents, records, notebooks, and similar repositories of or containing Proprietary Information, including copies thereof, then in his/her possession, whether prepared by Employee or others, will be left with the Company.

C. Employee recognizes that the Company has received and in the future will receive from third parties confidential or proprietary information, and that the Company will have a duty to maintain the confidentiality of such information and use it only for certain limited purposes.

D. The Parties hereby stipulate and agree that violation or breach of the terms of this Paragraph shall be a material breach of this Agreement.

Employee agrees that he or she shall also be subject to the Company’s Business Asset Protection Agreement as delineated in the Company’s employee handbook, as may be amended from time to time.

4. Acknowledgment of Proprietary Rights

Employee specifically acknowledges that all computer software in various stages of development and all related designs, drawings, specifications, models, and data developed or acquired by Employee during the course of his/her employment by the Company shall be considered to be Proprietary Information belonging solely to the Company, and that Employee shall have no rights with respect to such Proprietary Information.

5. Use of Confidential or Proprietary Information

Employee further agrees that he/she will not use, nor make available to any other party, any Confidential or Proprietary Information as defined under the terms of this Agreement in any manner except as specifically approved by the Chief Executive Officer of the Company. This covenant shall be in force during the term of his/her employment with the Company, and shall continue in force subsequent to his/her termination of employment.

6. Non-Competition Agreement and Solicitation Prohibition

Because the Company will be sharing Proprietary Information with Employee, Employee recognizes that the Company is entitled to be protected for a reasonable period of time against the possibility that he/she may provide any benefit to a Competing Business. Therefore:

A. While employed by the Company, and for two years thereafter, Employee agrees that he/she shall not, directly or indirectly, become employed by, engage in, be interested in or provide any benefit to any Competing Business.

B. Employee agrees not to become associated with any Competing Business, either directly or indirectly, as an equity owner, employee, representative, agent, consultant, director, officer, lender or advisor and he/she will not seek or accept any direct or indirect compensation from any such Competing Business.

C. Employee further agrees that during the term of his/her employment by the Company and for two years thereafter Employee will not in any manner whatsoever participate in the inducement of any Company employee to leave his or her employment or in the identification, recruitment or hiring of any Company employee by a Competing Business.

D. Employee further agrees that should he/she seek employment outside the Company while employed by the Company and for two years thereafter Employee will advise all prospective employers of the existence and terms of this Confidentiality and Noncompetition Agreement.

7. Prior Employment

A. Employee’s performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement to keep in confidence proprietary or confidential information.

B. Employee has not entered into, and will not enter into, any agreement, either written or oral, in conflict herewith.

C. Employee will not bring with him/her to the Company or use in the performance of his/her responsibilities for the Company, any materials or documents of any former employer, which are not generally available to the public, unless written authorization from the former employer has been obtained.

D. Employee will not breach any obligation of confidentiality that he/she has to any former employer during the term of his/her employment with the Company.

E. Prior Inventions and Original Work

Employee has attached hereto, as Exhibit A, a list describing all inventions, original works of authorship, developments, improvements and trade secrets which were made by him/her prior to his/her employment with the Company, which belong to Employee, which relate to the Company's business and/or products, and which he/she has not assigned to the Company.

F. Nothing contained in this Agreement changes, or will be construed to change, the at will nature of the Employee’s employment by the Company.

G. This Agreement is for the unique personal services of Employee and is not assignable or delegable in whole or in part by Employee without the consent of the Board of Directors of the Company.

8. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision.

9. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions.

10. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

11. Notices

Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

12. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

13. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto.

14. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

15. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

16. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

17. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

18. Compliance with Laws

In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

WITNESS our signatures as of the day and date first above stated.