Fill and Sign the Form of Management Employee Agreement Key Employee

__________________________ KEY EMPLOYEE NON-DISCLOSURE AND NON-COMPETITION AGREEMENT Agreement, made this_______________ day of 20__ by and between __________________________ (________________) and ("Employee") regarding Employee's employment by __________________________, Employee's work product, the confidentiality of materials of __________________________, and Employee's agreement not to compete with __________________________. 1. Employment at Will EMPLOYEE IS AN EMPLOYEE AT WILL. THIS MEANS THAT EMPLOYEE HAS THE RIGHT TO TERMINATE EMPLOYMENT FROM __________________________ AT ANY TIME, WITH OR WITHOUT GROUNDS, JUST CAUSE OR REASON AND WITHOUT GIVING PRIOR NOTICE. LIKEWISE, __________________________ HAS THE RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT AT ANY TIME WITH OR WITHOUT GROUNDS, JUST CAUSE OR REASON AND WITHOUT GIVING PRIOR NOTICE. THIS AGREEMENT, AS WELL AS EACH OF THE POLICIES, PRACTICES AND PROCEDURES CONTAINED IN IT IS NOT A CONTRACT OF EMPLOYMENT AND DOES NOT CREATE ANY CONTRACTUAL RIGHTS, EITHER EXPRESSED OR IMPLIED, BETWEEN __________________________ AND EMPLOYEE. THE POLICES AND PRACTICES DESCRIBED IN THIS AGREEMENT MAY BE CHANGED, ALTERED, MODIFIED OR DELETED AT ANY TIME WITH OR WITHOUT PRIOR NOTICE, AND EMPLOYEE SHOULD NOT RELY ON ANY NON-BINDING INFORMATION CONTAINED HEREIN WHEN MAKING DECISIONS RELATED TO EMPLOYMENT WITH __________________________. 2. Confidentiality Employee recognizes and acknowledges that the software systems, including specifications, programs and documentation, the methods and data which __________________________ owns, plans or develops, whether for its own use or for use by its clients, developments, designs, inventions and improvements, trade secrets and works of authorship are confidential and are the property of __________________________. Employee also recognizes that __________________________'s customer lists, supplier lists, proposals and procedures are confidential and are the property of __________________________. Employee further recognizes and acknowledges that in order to enable __________________________ to perform services for its clients, those clients may furnish to __________________________ confidential information concerning their business affairs, property, methods of operation or other data; that the goodwill afforded to __________________________ depends upon, among other things, __________________________ and its employees keeping such services and information confidential. All of these materials and information including that relating to __________________________'s systems and __________________________'s clients, will be referred to below as "Proprietary Information." 3. Non-Disclosure Employee agrees that, except as directed by __________________________, and in the ordinary course of __________________________'s business, Employee will not at any time, whether during or after Employee's employment with __________________________, disclose to any person or use, directly or indirectly, for Employee's own benefit or the benefit of others, any Proprietary Information, or permit any person to examine or make copies of any documents which may contain or are derived from Proprietary Information, whether prepared by Employee or otherwise coming into Employee's possession or control. Employee agrees that the provisions of this paragraph shall survive the termination of this Agreement and Employee's employment by __________________________. 4. Possession Employee agrees that upon request by __________________________, and in any event upon termination of Employee's employment, Employee shall then turn over to __________________________ all documents, papers or other material in Employee's possession or under Employee's control which may contain or be derived from Proprietary Information, together with all documents, notes or Employee's work products which are connected with or derived from Employee's services to __________________________ and all copies of software obtained from __________________________ shall be either returned to __________________________ or, as appropriate, permanently deleted. 5. a. Ownership Employee hereby assigns and agrees to assign to __________________________ or its subsidiaries or affiliates, as appropriate, its successors, assigns or nominees, Employee's entire right, title and interest in any developments, designs, patents, inventions and improvements, trade secrets, trademarks, copyrightable subject matter or proprietary information which Employee has made or conceived, or may make or conceive, either solely or jointly with others, while providing services to __________________________, or with the use of the time, material or facilities of __________________________ or relating to any actual or anticipated business, research, development, product, service or activity of __________________________ known to Employee while employed at __________________________, or suggested by or resulting from any task assigned to Employee or work performed by Employee for or on behalf of __________________________, whether or not such work was performed prior to the date of this Agreement. 5. b. Further Documents. It is further agreed, that without charge to __________________________, but at its expense, Employee will execute and deliver all such further documents as may be necessary, including original applications and applications for renewal, extension or reissue of such patents, trademark registrations or copyright registrations, in any and all countries, to vest title thereto in __________________________, its successors, assigns or nominees. 5. c. Work Made For Hire and Moral Rights. Employee expressly waives any and all rights which Employee may have or may claim to have, either in law, in equity, or otherwise, as a result of any alleged infringements of Employee’s so-called “moral rights of authors.'' Employee acknowledges that the results and proceeds of Employee’s services are works specially ordered by __________________________ for use and incorporation in __________________________’s software systems, and the results and proceeds of Employee’s services shall be considered to be “works made for hire” for __________________________, and, therefore, __________________________ shall be the author and copyright owner of the results and proceeds of Employee’s services. 6. Non-Competition Employee agrees that because of the confidential and sensitive nature of the Proprietary Information and because the use of, or even the appearance of the use of, the Proprietary Information in certain circumstances may cause irreparable damage to __________________________ and its reputation, or to clients of ____________________, Employee shall not, until the expiration of two (2) years after the date on which Employee's employment with __________________________ terminates for any reason, engage, directly or indirectly, or through any corporation or associates in any business, enterprise or employment which directly solicits business, performs services or delivers goods that are competitive to those of __________________________ to any customer or prospect of __________________________. __________________________ and Employee agree that this covenant is fair and reasonable; however, in the event that a court should decline to enforce these provisions, Employee and __________________________ agree that the provisions should be modified to restrict Employee's competition with __________________________ to the maximum extent enforceable, but in no event will the covenants be interpreted as more restrictive to Employee. 7. Injunctive Relief Employee acknowledges that disclosure of any Proprietary Information by Employee or breach by Employee of any of the covenants not to compete will give rise to irreparable injury to __________________________, or clients of __________________________. Employee also agrees that this injury to __________________________, or clients of __________________________, would be inadequately compensated in money damages alone. Accordingly, _________________________ or, where appropriate, the client of __________________________, may seek and obtain injunctive relief against the breach, or threatened breach, of the disclosure of any Proprietary Information by Employee, or breach by Employee of any of the covenants not to compete, in addition to any other legal remedies which may be available. __________________________ further acknowledges that the enforcement of a remedy hereunder by way of injunction would not prevent Employee from earning a reasonable livelihood since Employee's experience and capabilities would be such that in the event that Employee's employment with __________________________ terminates for any reason, Employee will be able to obtain employment in business activities which are not restricted by this Agreement. 8. __________________________’s Clients If Employee's employment with __________________________ terminates for any reason, the Employee shall not, for a period of one year from the date of termination, have any business dealings whatsoever, either directly or indirectly or through corporate entities or associates with any customer or client of __________________________ or its subsidiaries or any person or firm which has contacted or been contacted by __________________________ as a potential customer or client of __________________________; and Employee shall keep in strictest confidence, both during the Employee's employment and subsequent to termination of employment, and shall not during the period of employment or thereafter disclose or divulge to any person, firm or corporation, or use directly or indirectly, for the Employee's own benefit or the benefit of others, any information which in good faith and good conscience ought to be treated as confidential information including, without limitation, information relating to the software developed by __________________________, information as to sources of, and arrangements for, hardware supplied to customers or clients of __________________________, submission and proposal procedures of __________________________, customer or contact lists or any other Confidential Information. 9. Non-Interference. Employee agrees not to interfere with __________________________’s business in any manner, including, without limitation, by encouraging anyone to leave __________________________’s employ or by encouraging a consultant or independent contractor to sever that person's relationship with __________________________. 10. Remedies; Waiver . The remedies provided herein are not exclusive, and the party suffering from a breach or default of this Agreement may pursue all other remedies, both legal and equitable, alternatively or cumulatively. No express or implied waiver by a party to this Agreement of any default will be a waiver of a future or subsequent default. The failure or delay of any party to this Agreement in exercising any rights granted it hereunder will not constitute a waiver of any such right, and any single or partial exercise of any particular right by any party to this Agreement will not exhaust the same or constitute a waiver of any other right provided herein. 11. Entire Agreement; Modification; Governing Law; Interpretation. This Agreement contains the entire agreement between the parties with respect to the transactions contemplated hereby, and supersedes all negotiations, agreements, representations, warranties, commitments, whether in writing or oral, prior to the date hereof. This Agreement will be governed by the laws of the State of New Jersey as applied to agreements entered into and to be performed entirely within the State of New Jersey. In the event any provision of this Agreement or the application of any such provision to any party is held by a court of competent jurisdiction to be contrary to law, such provision will be deemed amended to comply with such law, and the remaining provisions of this Agreement will remain in full force and effect. Paragraph headings will not be used in the interpretation of this Agreement. The parties have executed this Agreement on the date set forth above. __________________________: By: _______________________ Title: _____________________ Date:____________________ Employee: Signature: ____________________ Name:_______________________ Date:________________________