Legal NCOD Document

LEGAL NCOD DOCUMENT

This Legal NCOD Document (the "Agreement") is made and entered into as of by and between , a organized under the laws of , with principal address:

and , a organized under the laws of , with principal address:

RECITALS

WHEREAS, Party A engages in the business of developing, marketing, and licensing certain proprietary products, services and related confidential information; and

WHEREAS, Party B has or will have access to Party A's confidential information, trade secrets, and customer relationships and may create or contribute to intellectual property related to Party A's business; and

WHEREAS, the parties desire to set forth covenants regarding confidentiality, non-competition, non-solicitation and ownership and assignment of intellectual property as set forth herein.

NOW, THEREFORE

In consideration of the mutual promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, "Confidential Information" means any non-public business, technical, financial or other information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential. "Invention" means any discovery, technology, process, improvement, design, software, or work of authorship conceived, reduced to practice, or developed by Party B alone or with others that relates to Party A's business during the term of engagement.

2. NON-COMPETITION

During the Restriction Period and within the Geographic Scope, Party B shall not, directly or indirectly, own, manage, operate, control, be employed by, consult for, or otherwise participate in any business that is competitive with the material business activities of Party A as conducted during the twelve (12) months immediately preceding the Effective Date.

Restriction Period:   Geographic Scope:

3. NON-SOLICITATION

During the Restriction Period, Party B shall not, directly or indirectly, solicit or induce any employee, contractor, or consultant of Party A to terminate their relationship with Party A, nor shall Party B solicit or attempt to solicit any customer or client of Party A with whom Party B had material contact on behalf of Party A.

4. CONFIDENTIALITY

Party B shall hold all Confidential Information in strict confidence, shall not disclose it to any third party, and shall not use such information except as necessary to perform duties for Party A or as expressly authorized in writing by Party A. Party B shall take reasonable measures to protect Confidential Information and shall return or destroy such information upon termination of this Agreement or upon request.

5. OWNERSHIP AND ASSIGNMENT

All Inventions and any intellectual property rights arising from Inventions that relate to Party A's business or that are developed using Party A's Confidential Information or resources shall be the sole and exclusive property of Party A. Party B hereby assigns and agrees to assign to Party A all rights, title and interest in and to such Inventions and shall execute any documents reasonably necessary to effectuate such assignment.

6. CONSIDERATION

As full consideration for the covenants and obligations herein, Party A shall provide the following consideration to Party B:

7. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until terminated by mutual written agreement or as otherwise provided herein. Termination of this Agreement shall not relieve Party B of obligations that by their nature survive termination, including but not limited to confidentiality, assignment of inventions, and any post-termination restrictive covenants that survive for the Restriction Period.

Termination Date (if any):

8. REMEDIES; INJUNCTIVE RELIEF

Party B acknowledges that breach of the covenants contained in this Agreement may cause irreparable harm to Party A for which monetary damages would be an inadequate remedy. Accordingly, Party A shall be entitled to seek injunctive relief, specific performance and any other equitable remedy in addition to all other remedies available at law or in equity. Party B agrees that Party A may seek provisional relief pending a final determination by a court.

9. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as a party may designate by notice in accordance with this Section.

10. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in a written instrument signed by both parties. Failure or delay by a party to exercise any right shall not constitute a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

11. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of laws principles. If any provision of this Agreement is held invalid or unenforceable, such provision shall be reformed to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings between them.

12. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. The parties shall bear their own costs and attorneys' fees except as otherwise provided by law or this Agreement. Any obligated party under this Agreement may seek recovery of reasonable attorneys' fees and costs in enforcing rights under this Agreement.

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