Employment Contract for Technology Business

Employment Contract Between an Employee and an Employer in the Technology Business

Employment Agreement made on the day of , 20

between (Employee) of

, referred to herein as Employee, and

(Employer), a corporation organized and existing under the laws of the state of

with its principal office located at

, referred to herein as Employer.

Whereas, Employee understands that, in its business, Employer has developed and uses commercially valuable technical and nontechnical information in the various existing and projected fields of Employer's business and, to guard the legitimate interest of Employer, it is necessary for Employer to protect certain of the information: (1) as confidential and a trade secret; and/or (2) by patent, copyright, and/or other means of protection; and

Whereas, Employee understands that such information is vital to the success of Employer's business, and that through Employee's employment by Employer, Employee may become acquainted with that information, and may contribute to that information through inventions, discoveries improvements or in some other manner; and

Whereas, Employee understands that all such information, inventions, discoveries, improvements, and other results of Employee's employment by Employer are the exclusive property of Employer and may be protected by Employer as Employer deems appropriate;

Now, therefore, for and in consideration of the matters described above, and of the mutual benefits and obligations set forth in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

I. Employment

The scope of the employment shall be as set out in the attached Schedule A. The employment shall also specifically include, but not be limited to, the reasonable provision of documentation and annotation for any products or information resulting, in whole or in part, from the employment (Employee's Output) that is deemed adequate by Employer for Employer to continue to productively use Employee's Output subsequent to the termination of the employment, for any reason whatsoever.

II. Ownership

A. Employee acknowledges and agrees that Employer is the sole and exclusive owner of all rights and remedies in and to certain confidential ideas and trade secrets concerning the

operations of Employer (Trade Secret Information as defined in the attached Schedule B), all of Employee's Output, and all products or information derived or to be derived from Employee's Output, regardless of whether such Trade Secret Information or Employee's Output is subject to patent, copyright, or other protection.

B. If the Trade Secret Information or Employee's Output is or becomes the subject of a patent application, patent, copyright, or other rights under the laws of the United States or any other country, Employee agrees and understands that Employer shall have all the rights and remedies available to Employer under the law as a result of such patent applications, patents, copyrights, or other rights.

C. Both parties understand that this agreement does not constitute a license to use the Trade Secret Information or Employee's Output other than as specified in this agreement and required during the employment.

III. Confidentiality and Nondisclosure

A. Employee acknowledges that during the employment, Employee has had and/or shall have access to and has become and/or shall or may become aware of Trade Secret Information. Employee agrees to hold in confidence all Trade Secret Information disclosed to Employee or developed by Employee in connection with the employment, either in writing, verbally, or as a result of the employment except:

1. Information which, at the time of disclosure, is in the public domain or which, after disclosure, becomes part of the public domain by publication or otherwise through no action or fault of Employee; or

2. Information which Employee can show is in its possession at the time of disclosure and was not acquired, directly or indirectly, from Employer; or

3. Information which was received by Employee from a third party having the legal right to transmit that information.

B. Employee shall not, without the written permission of Employer, use the Trade Secret Information which Employee is obligated under this agreement to maintain in confidence for any reason other than to enable Employee to properly and completely perform the employment.

C. Employee shall not reproduce or make copies of the Trade Secret Information or Employee's Output, except as required in the performance of the employment. Upon termination of the employment for any reason whatsoever, Employee shall promptly deliver to Employer all correspondence, drawings, blueprints, manuals, letters, notes, notebooks, reports, flow-charts, programs, proposals, documents concerning Employer's customers or clients, documents concerning products or processes used by Employer, and all other documents, writings, and materials used by Employee, together with any copies or other reproductions of them made by Employee or in the possession or control of Employee. Employee understands that all such

records, whether developed by Employee or others, are and shall remain the property of Employer.

D. Except as may be required by the employment, Employee shall not, during or at any time subsequent to the employment, unless Employer has given prior written consent, disclose or use the Trade Secret Information or engage in or refrain from any action, where such action or inaction may result: (1) in the unauthorized disclosure of any or all such trade secrets to any person or entity; or (2) in the infringement of any or all such rights.

E. Employee shall immediately notify Employer of any information which comes to Employee's attention which does or might indicate that there has been any loss of confidentiality of such trade secrets or breach of such rights.

IV. Noncompetition

A. Employee shall not, during the employment and after the termination of the employment for any reason whatsoever, directly or indirectly:

1. Solicit the trade or patronage of any of the customers or clients or prospective customers or clients of Employer, with respect to any of the services, products, trade secrets, or other matters of Employer; and

2. Establish, work for, consult for, or assist in any way, whether in a paid or unpaid capacity, any individual, partnership, company, employer, or other business entity which competes with Employer in any of the following areas of business:

These restrictions shall last for a period of years and shall cover the geographic area of and shall specifically include the following of Employer's former, existing, or prospective customer or clients:

B. It would be difficult to identify and prove the use of Employer's trade secrets in the development of other computer programs providing the same functionality as Employer's programs upon which Employee worked during the employment. Should any dispute arise between Employee and Employer regarding such computer programs that results in an arbitration or proceeding in a court of law, there shall be, for the purpose of any arbitration or trial, an irrefutable presumption that any computer program providing the same functionality as any or all such programs was developed using Employer's trade secrets contrary to the provisions of this agreement.

C. Should the irrefutable presumption provided for in the preceding paragraph be held to be contrary to law, then the presumption shall be at the highest level allowed by law, and the burden of proof shall rest with Employee.

V. Copyright

Employee agrees that Employee is an employee-for-hire as defined by the laws of the United States regarding copyrights. All works resulting from the employment are works made for hire as defined by the laws of the United States regarding copyrights.

VI. Patent

A. Employee shall promptly disclose to Employer, in writing if requested, any and all inventions, discoveries and improvements conceived or made by Employee during the period of the employment and related to the business or activities of Employer. Employee shall assign all of Employee's interests in such inventions, discoveries and improvements to Employer or its nominee. Employee shall execute, whenever Employer requests Employee to do so, any and all applications, assignments or other instruments which Employer shall deem necessary to apply for and attain Letters Patent of the United States or any foreign country or to protect otherwise Employer's interests in the patents. These obligations shall continue beyond the termination of Employee's employment with respect to inventions, discoveries, and improvements conceived or made by Employee during the period of employment, and shall be binding upon Employee's assigns, executors, administrators, and other legal representatives.

B. Employee understands that Employee is not obligated to assign to Employer any and all inventions which were conceived and reduced to practice prior to the employment and which are listed on the back of this agreement at the time that Employee executes this agreement.

C. Employee understands that subsequent to the employment, Employee's assistance may be needed for securing, defending or enforcing any patent of which Employee is an inventor or co-inventor. In that event, Employee shall provide all such assistance, and Employer agrees that Employer shall pay reasonable compensation for Employee's time at a rate to be agreed but not higher than the last salary rate paid to Employee by Employer during Employee's employment.

VII. Patent, Trademark, and Copyright Notices

Employee shall place all appropriate notices of patent rights, trademark rights, and copyrights on all works resulting from the employment. Employer shall provide Employee with the form and substance of such notices.

VIII. Performance and Indemnification

A. Employee understands that if Employee fails to perform as specified in this agreement, Employee may be subject to legal action by Employer.

B. Employee shall indemnify Employer from and against any loss, damage, or injury Employer shall suffer as a result of any breach of this agreement by Employee. Such all encompassing indemnity shall include, but not be limited to, losses, damages, injury, or liability that Employer may suffer as a result of Employee's breach, in any way, of this agreement. Such

damages and injuries that may be awarded to Employer against Employee shall be deemed to include all actual, general, special, and consequential damages awarded to Employer, its agents, Employees, or assigns, against any party who benefits, in any way from Employee's breach of this agreement, as well as any attorneys' fees, costs of suits, costs of arbitration, or costs of appeal which may be awarded in any litigation or arbitration instituted by or against Employer to recover monetary compensation for such loss, damage, or injury or to obtain injunctive relief from Employee's failure to perform as specified in this agreement.

IX. No Agency

A. Employee understands that Employee has no authority, either express or implied, to act, or represent that Employee is acting on behalf of Employer, except in those instances in which Employer has given Employee prior written consent that specifically covers Employee's acts or representations.

B. Employee shall not engage in any act or representation on behalf of Employer, except in those instances in which Employer has given prior written consent that specifically covers Employee's acts or representations. Furthermore, Employee shall not refrain from any action where a third party may reasonably interpret or infer from such an action that Employee has authority to act or represent on behalf of Employer, except in those instances in which Employer has given prior written consent that specifically covers Employee's acts or representations.

X. General

A. Employee understands that this agreement shall be effective when executed by both Employer and Employee and that the terms of this agreement shall remain in full force and effect both during the continuation of the employment and after termination of the employment for any reason whatsoever.

B. This agreement supersedes any and all prior agreements concerning employment between Employer and Employee.

C. If any provision of this agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this agreement shall remain in full force and effect.

D. Each and all of the provisions of this agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns.

E. Recognizing the unusual nature of computer-related businesses and trade secrets, Employee acknowledges Employer's rights to immediate injunctive relief in case of any breach of this agreement by Employee, in addition to any other remedy in damages.

F. This agreement shall be construed according to the laws of the State of

G. Notwithstanding the foregoing, and anything herein to the contrary notwithstanding, any dispute under this agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

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

SCHEDULE A

The scope of the employment shall be as follows:

Employee shall receive compensation as follows:

* Salary: $ per year.

* Commissions: %.

* Terms of Payment:

SCHEDULE B

Trade Secret Information includes information whether or not developed by Employee. Trade Secret Information includes, but is not limited to, the following:

A. Research and development work; source code; object code; run-time libraries; system documentation; software-related documentation; system configurations; hardware design; firmware design; construction, layout, and operation of Employer's facilities and equipment; all of these items both for customers or clients and for Employer's internal operations;

B. Names and identities of former, existing, and prospective customers and clients not well known to the trade; all contacts at all such customers or clients whether or not such customers or clients are well known to the trade, contents of proposals for sales, maintenance, service, license, and other contracts; contents of all such contracts with all former, existing, and prospective customers or clients; costing and estimation procedures and formulae regarding proposals and other uses; sales, profit and loss, profit margin, production costs, overhead, and other bookkeeping and accounting information; all information regarding business development and marketing; names and identities of vendors and suppliers not well known to the trade; all contacts at all such vendors and suppliers whether or not such vendors and suppliers are well known to the trade; costs and contents of proposals and actual contracts with all such vendors and suppliers; and

C. Confidential information revealed to Employer by third parties and which Employer is obligated to keep confidential; all copies of this agreement, and any other information that may be considered by Employer as Employer's confidential information under applicable laws.