Fill and Sign the Northwest Territories Lands and Resources Devolution Form

-1- § 6.15 Key Employee AgreementAgreement, made this _____ day of __________, 19___ by and between Software Company and Jane Smith ("Employee") regarding Employee's employment by Software Company, Employee's work product, the confidentiality of materials of Software Company, and Employee's agreement not to compete with Software Company. 1. Employment Software Company will employ Employee and Employee accepts employment upon the terms set forth below, and at a compensation which may be agreed upon from time to time by Software Company and Employee. This Agreement starts as of the date set forth above and remains in effect for an indefinite time until terminated by Software Company or by Employee by giving the other party notice of termination at least (10) days in advance. Instead of such notice, Software Company may at its sole option, pay Employee the salary equivalent for ten (10) days. While employed by Software Company, Employee agrees to devote Employee's full working time to the affairs of Software Company. Employee shall not work as an employee, independent consultant or agent for another entity, whether or not during the business hours of Software Company, without the permission of Software Company. 2. Confidentiality Employee recognizes and acknowledges that the software systems, including specifications, programs and documentation, the methods and data which Software Company 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 Software Company. Employee also recognizes that Software Company's customer lists, supplier lists, proposals and procedures are confidential and are the property of Software Company. Employee further recognizes and acknowledges that in order to enable Software Company to perform services for its clients, those clients may furnish to Software Company confidential information concerning their business affairs, property, methods of operation or other data; that the goodwill afforded to Software Company depends upon, among other things, Software Company and its employees keeping such services and information confidential. All of these materials and information including that relating to Software Company's systems and Software Company's clients, will be referred to below as "Proprietary Information." -2- 3. Non-Disclosure Employee agrees that, except as directed by Software Company, and in the ordinary course of Software Company's business, Employee will not at any time, whether during or after Employee's employment with Software Company, 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 is 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 Software Company. 4. Possession Employee agrees that upon request by Software Company, and in any event upon termination of Employee's employment, Employee shall turn over to Software Company 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 Software Company and all copies of software obtained from Software Company shall be either returned to Software Company or, as appropriate, permanently deleted. Upon termination of Employee's employment with Software Company, Employee agrees to pay in full any amount owed Software Company, including but not limited to monies used to purchase computer hardware. The return of any computer hardware purchased by Employee will not be accepted in lieu of such payment. 5. Ownership Employee hereby assigns and agrees to assign to Software Company 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 Software Company, or with the use of the time, material or facilities of Software Company or relating to any actual or anticipated business, research, development, product, service or activity of Software Company known to Employee while employed at Software Company, or suggested by or resulting from any task assigned to Employee or work performed by Employee for or on behalf of Software Company, -3- whether or not such work was performed prior to the date of this Agreement.It is further agreed, that without charge to Software Company, 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 Software Company, its successors, assigns or nominees. 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 Software Company and its reputation, or to clients of Software Company, Employee shall not, until the expiration of one (1) year after the date on which Employee's employment with Software Company 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 Software Company to any customer or prospect of Software Company. Software Company 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 Software Company agree that the provisions should be modified to restrict Employee's competition with Software Company 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 Software Company, or clients of Software Company. Employee also agrees that this injury to Software Company, or clients of Software Company, would be inadequately compensated in money damages alone. Accordingly, Software Company or, where appropriate the client of Software Company, 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. Software Company further acknowledges that the enforcement of a remedy hereunder by way of -4- 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 Software Company terminates for any reason, Employee will be able to obtain employment in business activities which are not restricted by this Agreement.8. General This Agreement contains the entire understanding between Software Company and Employee relating to the subject matter of confidentiality, work product and non-competition. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, and may be modified only by a writing signed by Employee and Software Company. Employee hereby consents to the exclusive jurisdiction of the courts of the State of New York sitting in New York County or the Federal courts sitting in New York County. The provisions of this Agreement relating to confidentiality and non- competition shall survive any termination of employment. The parties have executed this Agreement on the date set forth above. Software Company By: ___________________ Title: __________________ EMPLOYEE ______________________