Sample Business Contracts

Employment and Non-Competition Agreement - SecureIT Inc. and Jagtar S. Chaudhry

Employment Forms

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  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
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  This EMPLOYMENT AGREEMENT (this "AGREEMENT") is made and entered into
effective as of July 6, 1998 (the "EFFECTIVE DATE") by and between SecureIT,
Inc., a Georgia corporation (the "COMPANY"), and Jagtar S. Chaudhry

                                 R E C I T A L S

  A.  This Agreement is entered into pursuant to that certain Agreement and Plan
of Reorganization (the "PLAN") dated as of July 6, 1998 among the Company,
VeriSign, Inc., a Delaware corporation ("VERISIGN"), VeriSign Merger Corp., a
wholly owned subsidiary of VeriSign ("NEWCO") and the shareholders of the
Company.  Pursuant to the Plan, Newco will be merged with and into the Company
in a statutory merger (the "MERGER"), with the Company to be the surviving
corporation of the Merger, thus becoming a wholly-owned subsidiary of VeriSign.
The date on which the Merger becomes effective shall be the Effective Date of
this Agreement.

  B.  Employee is a stockholder and key employee of the Company and has been
actively involved in the development, management, marketing, sale and
performance of the Company's services and products, and will receive valuable
consideration in connection with the conversion of Employee's shares of Common
Stock of the Company into shares of Common Stock of VeriSign in the Merger.  To
preserve and protect the intangible assets of the Company, including the
Company's goodwill, customers and trade secrets of which Employee has and will
have knowledge, and as a material consideration and inducement and condition
precedent to the Company to enter into and perform its obligations under the
Plan, Employee has agreed to enter into this Agreement. Employee's talents and
abilities are critical to the Company's ability to continue to successfully
carry on the business of the Company and VeriSign following the Merger.

  NOW, THEREFORE, in consideration of the foregoing facts and the mutual
agreements of the parties contained herein, the Company and Employee hereby
agree as follows:

  1.  EMPLOYMENT; SCHEDULED TERM.  Subject to the terms and conditions of this
Agreement, the Company agrees to employ Employee, and Employee accepts
employment and agrees to be employed by the Company, during the time period
commencing on the Effective Date and ending on the first anniversary of the
Effective Date (such one-year period being hereinafter referred to as the
"SCHEDULED TERM"), unless Employee's employment is earlier terminated in
accordance with this Agreement; provided however, that a Voluntary Termination
(as defined in Section 7.2) shall be a material breach of this Agreement by
Employee.  If Employee's employment has not been terminated prior to expiration
of the Scheduled Term, then Employee's employment may continue after the
Scheduled Term, but after the Scheduled Term Employee's employment will cease to
be governed by the terms and conditions of this Agreement and shall be
terminable by either the Company or Employee at will at any time, with or
without cause, for any reason or no reason.  The obligations of Employee set
forth in the Employee Invention/Confidentiality Agreement referred to in Section
6 and the obligations of
Section 4 shall survive the Scheduled Term and shall survive the termination of
Employee's employment, regardless of the cause of such termination. Employee
hereby represents and warrants to the Company that Employee is free to enter
into and fully perform this Agreement and the agreements referred to herein
without breach or violation of any agreement or contract to which Employee is a
party or by which Employee is bound.

  2.  DUTIES.  Employee shall serve as the Company's Vice President and General
Manager of Security Services, with day to day responsibility for the running of
the Security Services business and such other duties and responsibilities as may
from time to time be assigned to Employee by the Chief Executive Officer of the
Company, commensurate with Employee's title and position described in this
sentence.  The duties and services to be performed by Employee under this
Agreement are collectively referred to herein as the "SERVICES".  Employee shall
report directly to the Chief Executive Officer of the Company.  Employee agrees
that to the best of his ability and experience he shall at all times
conscientiously perform all of the duties and obligations assigned to him under
the terms of this Agreement.  Employee's offices shall initially be located at
SecureIT's offices at 5550 Triangle Parkway, Suite 100, Norcross, Georgia;
provided that Employee's duties will include reasonable travel, including but
not limited to travel to offices of the Company, its affiliates and current and
prospective customers as is reasonably necessary and appropriate to the
performance of Employee's duties hereunder.

  3.  FULL-TIME EMPLOYMENT.  Employee's employment shall be on a full business-
time basis.  Accordingly, Employee shall not engage in any outside work,
business or consulting activity for or on behalf of himself or any other person
or organization except with the prior written approval of the Company and
Employee shall otherwise do nothing inconsistent with the performance of
Employee's duties hereunder; provided however, that Employee may provide
                             -------- -------                           
incidental assistance to charitable or community organizations and manage
Employee's personal investments so long as such activities do not conflict with,
impair or interfere with Employee's performance of his obligations to the
Company under this Agreement.


      4.1  Non-Competition Agreement. Employee hereby covenants and agrees that
during the longer of two (2) years following the date of this Agreement or one
(1) year following the date on which Employee's employment with the Company or
any of its affiliates (which shall include VeriSign) is terminated (the
"RESTRICTED PERIOD"), Employee shall not, either directly or indirectly, engage
in any Competing Business (as defined below) (i) in any state of the United
States, or (ii) in any country in which Company or any of its affiliates (which
shall include VeriSign) has conducted business (including, without limitation,
any county, state, territory, possession or country in which any customer of
Company or any of its affiliates is located or in which Company or any of its
affiliates has solicited business). As used herein, the term "COMPETING
BUSINESS" means any business that is directly or indirectly competitive with or
is substantially similar to any of the businesses conducted by the Company or
any of its affiliates at any time on or before the Effective Date or presently
proposed to be conducted by Company or any of its affiliates, including, but not
limited to, the business of providing professional services, training and
products for the deployment of enterprise and Internet information security
solutions, including but not limited to implementation, integration, testing and
verification services, training and support of enterprise security solutions
including firewalls, encryption,

authentication and Virtual Private Networks, and the business of designing,
developing, marketing, licensing, or distributing, and providing services in
connection with, digital certification and authentication products.

          4.2  Non-Solicitation of Customers.  In addition to, and not in
limitation of, the non-competition covenants of Employee set forth above in this
Section 4, Employee agrees with the Company that, during the Restricted Period,
Employee will not, either for Employee or for any other person or entity,
directly or indirectly (other than for the Company and any of its affiliates),
solicit business from, or attempt to sell, license or provide the same or
similar products or services as are then provided, or are in the future
provided, by the Company or any affiliate of the Company to any customer,
supplier or other business partner of the Company or any affiliate of the
Company (including without limitation VeriSign) on which the Employee calls or
of which Employee becomes aware while Employee is providing services to the
Company or any affiliate of the Company (including without limitation VeriSign).

          4.3  Non-Solicitation of Employees or Consultants.  In addition to,
and not in limitation of, the non-competition covenants of Employee set forth
above in this Section 4, Employee agrees with the Company that, during the
Restricted Period, Employee will not, either for Employee or for any other
person or entity, directly or indirectly, solicit, induce or attempt to induce
any employee, consultant or contractor of the Company or any affiliate of the
Company to terminate his or her employment or his, her or its services with the
Company or any affiliate of the Company or to take employment with another

          4.4  "Engaging in Business".  Each of the following activities shall,
without limitation, be deemed to constitute engaging in business within the
meaning of this Section 4:  to engage in, carry on, work with, be employed by,
consult for, invest in, solicit customers for, have an interest in, advise, lend
money to, guarantee the debts or obligations of, contribute, sell or license
intellectual property to, or permit one's name or any part thereof to be used in
connection with, any enterprise or endeavor, either individually, in partnership
or in conjunction with any person, firm, association, partnership, joint
venture, limited liability company, corporation or other business, whether as
principal, agent, Employee, partner, joint venturer, member, director, officer,
employee, consultant, or in any other manner whatsoever.  However, nothing
contained in this Agreement shall prohibit Employee from (i) being employed by
or serving as a consultant to the Company (or any other affiliate of the
Company), (ii) acquiring or holding at any one time less than one percent (1%)
of the outstanding securities of any publicly traded company, (iii) holding
stock of the Company, or (iv) acquiring or holding an interest in a mutual fund,
limited partnership, venture capital fund or similar investment entity of which
Employee is not an employee, officer or general partner and has no power to
make, participate in or directly influence the investment decisions of such
mutual fund, limited partnership, venture capital fund or investment entity.


      5.1  SALARY.  During the term of this Agreement, the Company shall pay
Employee a salary at the rate of not less than One Hundred Twenty-Five Thousand
Dollars ($125,000.00) per annum. Employee's salary shall be subject to review
and adjustment by the Board of Directors of the Company (or the Compensation
Committee of the Company's Board of

Directors), or Company management to whom such authority is delegated, all in
accordance with the Company's customary practices concerning salary review for
employees of the Company at the level of Employee. Factors taken into account in
considering whether or not to increase Employee's salary include, among other
factors, Employee's performance, the Company's performance and the outlook for
the Company's future performance. Employee's salary shall be payable in
accordance with the Company's customary payroll practices at the Company's
customary payroll periods. All sums payable to Employee hereunder shall be
reduced by all federal, state, local and other withholding and similar taxes and
payments required to be withheld by the Company by applicable laws.

      5.2  BONUS.  In addition to Employee's salary described in Section 5.1
above, Employee shall be eligible to participate in the Company's 1998
Management Incentive Plan, pursuant to which Employee may, subject to the
achievement of certain objectives during each fiscal year during the term of
this Agreement, earn a potential bonus as determined for Vice President level
employees up to 30% of base salary as specified in Section 5.1 above (the
"BONUS") payable in accordance with the 1998 Management Incentive Plan.

      5.3  ADDITIONAL BENEFITS.  Employee shall be eligible to participate in
the Company's employee benefit plans of general application and available to
employees at comparable levels of employment, including without limitation, any
pension or retirement savings plans and those plans covering life, health and
dental insurance in accordance with the rules established for individual
participation in any such plan and applicable law. In addition, Employee shall
be entitled to vacation and sick leave benefits in accordance with the Company's
policies of general application.

      5.4  REIMBURSEMENT OF EXPENSES.  The Company shall reimburse Employee for
all reasonable and necessary expenses actually incurred by Employee in
connection with Employee's performance of the Services hereunder, provided that
such expenses are: (a) incurred in accordance with the policies of the Company,
as determined from time to time by the Board of Directors of the Company; and
(b) properly documented and verified by Employee.

      5.5  STOCK OPTIONS.  Subject to approval of the Board of Directors of
Company, Employee shall be granted under the Company's stock option plan an
incentive stock option to purchase 100,000 shares of Common Stock at the fair
market value as determined by the Company's Board on the date of grant. Such
options shall have similar terms regarding exercisability and term as are
applicable to stock options granted to similarly situated employees of Company
and its affiliates.

  6.  PROPRIETARY RIGHTS.  Employee will enter into an Employee Invention
Assignment and Confidentiality Agreement with the Company in the form attached


      7.1  TERM OF AGREEMENT.  The term of this Agreement shall commence on the
Effective Date, and shall continue in effect until the earlier to occur of:  (i)
the termination of this Agreement in accordance with this Section 7; or (ii) the
first (1st) anniversary of the Effective Date.

       7.2  EVENTS OF TERMINATION.  Employee's employment with the Company
shall terminate upon any one of the following:

       (a) the Company's terminating Employee for "cause" as defined under
       Section 7.3 below; or

       (b) the effective date of a written notice sent to Employee stating
       that the Company is terminating his employment, without cause, which
       notice can be given by the Company at any time after the Effective Date
       at the Company's sole discretion, for any reason or for no reason; or

       (c) the effective date of a written notice sent to the Company from
       Employee stating that Employee is electing to terminate his employment
       with the Company other than as a result of the occurrence of a
       Constructive Termination event; or

       (d) thirty days following the effective date of a written notice sent to
       the Company from Employee stating that an event constituting a
       "Constructive Termination" has occurred, provided that such Constructive
       Termination event has occurred and has not been cured by the Company
       within such period.

       7.3  "CAUSE" DEFINED.  For purposes of this Agreement, "cause" for
Employee's termination will exist at any time after the happening of one or more
of the following events:

       (a) a failure or a refusal to comply in any material respect with the
       reasonable policies, standards or regulations of the Company;

       (b) a failure or a refusal in any material respect to perform his duties
       determined by the Company in accordance with this Agreement or the
       customary duties of Employee's employment (whether due to ill health,
       disability or otherwise) that is not cured within ten (10) days of
       written notice from the Chief Executive Officer, provided, however, that
       if such failure to perform arises out of the disability of Employee,
       termination of Employee for cause hereunder may not be effected for a
       period of sixty days from the commencement of such failure to perform;

       (c) unethical or fraudulent conduct or conduct that materially discredits
       the Company or is materially detrimental to the reputation, character,
       business or standing of the Company;

       (d) a deliberate attempt to do an injury to the Company;

       (e) Employee's material breach of a term of this Agreement or the
       Employee Invention Assignment and Confidentiality Agreement, including,
       without limitation, Employee's theft of the Company's proprietary

       (f) an unlawful or criminal act which would reflect badly on the Company
       in the Company's reasonable judgment;

         (g) Employee's willful disregard or disobedience of any of the stated
         policies of the Company that is not susceptible to cure or that is not
         cured within ten (10) days after the Chief Executive Officer (or Board
         of Directors) of the Company gives Employee written notice of such
         disregard or disobedience of the policy; or

         (h)  Employee's death.

         7.4  "CONSTRUCTIVE TERMINATION" DEFINED.  For purposes of this
Agreement, a "Constructive Termination" event means one or more of the following

         (a) Company reduces the salary of Employee provided for in Section 5.1.

         (b) Company materially reduces the Employee's title or scope of
         responsibility as set forth herein; or

         (c) Company requires Employee to relocate to a permanent Company
         location more than 30 miles from the Company's current headquarters at
         5550 Triangle Parkway, Suite 100, Norcross, Georgia; or

         (d) a material breach by the Company of its obligations under this
         Agreement that is not cured within thirty (30) days following receipt
         of written notice specifying such breach.

     8.  EFFECT OF TERMINATION; SURVIVAL OF TERMS.  In the event of any
termination of this Agreement, the Company shall pay Employee the compensation
and benefits otherwise payable to Employee under Section 5 through the date of
termination.  Employee's rights under the Company's benefit plans of general
application shall be determined under the provisions of those plans.  All other
compensation from and after such Termination (including without limitation any
Bonus payment) shall cease (except for those benefits that must be continued
pursuant to applicable law or by the terms of such benefit plans), and Employee
shall not be entitled to any severance pay or other payment or compensation
whatsoever; provided, however, that in the event of a termination of this
Agreement under Section 7.2(b) or 7.2(d) prior to the expiration of the
Scheduled Term, Employee will be entitled to receive, at the times regularly
scheduled therefor, an amount equal to Employee's salary as set forth in Section
5.1 above during any remaining portion of the Scheduled Term.  Employee's
obligations under Section 4 above and the Employee Invention/Confidentiality
Agreement shall survive any termination of Employee's employment by the Company.


JC       9.1  ARBITRATION. Employee and the Company will submit to mandatory
binding arbitration any controversy or claim arising out of, or relating to,
this Agreement or any breach hereof, including without limitation any employment
discrimination dispute and the arbitrability of this Agreement; provided,
however, that each party will retain its right to, and 

shall not be prohibited, limited or in any other way restricted from, seeking or
obtaining equitable relief (such as injunctive relief) from a court having
jurisdiction over the parties; and provided further, that the Company may, but
                                   -------- -------
need not, arbitrate any claim that Employee has violated the Employee
Invention/Confidentiality Agreement or the provisions of Section 4 hereof. Any
such arbitration shall be conducted in Atlanta, Georgia before a single
arbitrator in accordance with the employment dispute arbitration rules of the
American Arbitration Association then in effect, and judgment upon the
determination or award rendered by the arbitrator may be entered in any court
having jurisdiction thereof. The Company will bear the costs of the arbitration;
provided that the arbitrators will have the authority to award costs and
expenses to the prevailing party.

  9.2  GOVERNING LAW; SEVERABILITY.  This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Georgia,
excluding that body of laws pertaining to conflict of laws.  If any provision of
this Agreement is found by any arbitrator or court of competent jurisdiction to
be invalid or unenforceable, then the parties hereby waive such provision to the
extent that it is found to be invalid or unenforceable and to the extent that to
do so would not deprive one of the parties of the substantial benefit of its
bargain.  Such provision shall, to the extent allowable by law and the preceding
sentence, not be voided or canceled but will instead be modified by such
arbitrator or court so that it becomes enforceable and, as modified, shall be
enforced as any other provision hereof, all the other provisions hereof
continuing in full force and effect.

  9.3  REMEDIES.  The Company and Employee acknowledge that the services to be
provided by Employee are of a special, unique, unusual, extraordinary and
intellectual character, which gives them peculiar value, the loss of which
cannot be reasonably or adequately compensated in damages in an action at law.
Accordingly, Employee hereby consents and agrees that for any material breach or
violation by Employee of any of the provisions of this Agreement, a restraining
order and/or injunction may be issued against Employee, in addition to any other
rights and remedies the Company may have, at law or equity, including without
limitation the recovery of money damages.

  9.4  AMENDMENT; WAIVER.  This Agreement may be amended, modified, superseded,
canceled, renewed or extended only by an agreement in writing executed by the
Company and Employee.  The failure by either party at any time to require
performance or compliance by the other of any of its obligations or agreements
shall in no way affect the right to require such performance or compliance at
any time thereafter.  The waiver by either party of a breach of any provision of
this Agreement shall not be treated as a waiver of any preceding or succeeding
breach of such provision or as a waiver of the provision itself.  No waiver of
any kind will be effective or binding, unless it is in writing and is signed by
the party against whom such waiver is sought to be enforced.

  9.5  ASSIGNMENT.  This Agreement and all rights hereunder are personal to
Employee and may not be transferred or assigned by Employee at any time.  The
Company may assign its rights, together with its obligations hereunder, to any
parent, subsidiary, affiliate or successor of the Company, or in connection with
any sale, transfer or other disposition of all or substantially all the business
and assets of the Company or any of its subsidiaries or affiliates, whether by
sale of stock, sale of assets, merger, consolidation or otherwise; provided,
that any

such assignee assumes the Company's obligations hereunder. This Agreement shall
be binding upon, and inure to the benefit of, the persons or entities who are
permitted, by the terms of this Agreement, to be successors, assigns and
personal representatives of the respective parties hereto.

  9.6  ENTIRE AGREEMENT. This Agreement (and the exhibit hereto) constitutes the
entire and only agreement and understanding between the parties relating to
employment of Employee with the Company and this Agreement supersedes and
cancels any and all previous contracts, arrangements or understandings with
respect to Employee's employment; except that the Employee Invention/
                                  ------ ----             
Confidentiality Agreement shall remain as an independent contract and shall
remain in full force and effect according to its terms.

  9.7  NOTICES.  All notices and other communications required or permitted
under this Agreement will be in writing and hand delivered, sent by telecopier,
sent by certified first class mail, postage pre-paid, or sent by nationally
recognized express courier service.  Such notices and other communications shall
be effective (a) upon receipt if hand delivered, (b) five (5) days after mailing
if sent by mail, and (c) one (l) day after dispatch if sent by telecopier (with
electronic acknowledgment of successful transmission) or by express courier, to
the following addresses, or such other addresses as any party may notify the
other parties of in accordance with this Section:  (a) if to the Company:
SecureIT, Inc. 5550 Triangle Parkway, Suite 100, Norcross, Georgia 30092,
Attention: Chief Executive Officer, telecopier (770) 248-1006;  with a copy to:
VeriSign, Inc., 1390 Shorebird Way, Mountain View, California 94043, Attention:
Chief Executive Officer, telecopier (650) 961-7300; with a copy to: Fenwick &
West LLP, Two Palo Alto Square, Palo Alto, CA 94306, Attention:  Robert B.
Dellenbach, Esq., telecopier: (650) 494-1417; and (b) if to Employee, at the
address set forth below;  with a copy to:  Miller & Martin LLP, 100 Galleria
Parkway, NW, Atlanta, Georgia 30339, Attention: Ugo F. Ippolito, Esq.,
telecopier: (770) 850-6500; or to such other address as either party may have
furnished to the other in writing in accordance herewith, except that notices of
change of address shall only be effective upon receipt.

  9.9  HEADINGS.  The headings contained in this Agreement are for reference
purposes only and shall in no way affect the meaning or interpretation of this

  9.10 COUNTERPARTS.  This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which, taken together, constitute
one and the same agreement.

  IN WITNESS WHEREOF, the undersigned parties have executed this Employment
Agreement as of the date first above written.

SECUREIT, INC.                              EMPLOYEE

    ------------------------------          --------------------------------
            ----------------------          --------------------------------

ATTACHMENT                                  ADDRESS:
----------                                           -----------------------
Exhibit A:  Employee Invention              --------------------------------
Confidentiality Agreement

                                                            EXHIBIT "A"


                           CONFIDENTIALITY AGREEMENT

     In consideration of, and as a condition of my employment with SecureIT,
Inc., A Georgia corporation (the "COMPANY"), I hereby represent to, and agree
with the Company as set forth in this Agreement.  For purposes hereof, the term
"Company" includes the Company and its affiliates (including without limitation
VeriSign, Inc.).

     1.  PURPOSE OF AGREEMENT.  I understand that the Company is engaged in a
continuous program of research, development, production and marketing in
connection with its business and that it is critical for the Company to preserve
and protect its Proprietary Information (as defined below), its rights in
Inventions and in all related intellectual property rights.  Accordingly, I am
entering into this Agreement as a condition of my employment with the Company,
whether or not I am expected to create inventions of value for the Company.

     2.  DISCLOSURE OF INVENTIONS.  I will promptly disclose in confidence to
the Company all inventions, improvements, designs, original works of authorship,
formulas, processes, compositions of matter, computer software programs,
databases, mask works and trade secrets ("INVENTIONS") that I make or conceive
or first reduce to practice or create, either alone or jointly with others,
during the period of my employment, whether or not in the course of my
employment, and whether or not such Inventions are patentable, copyrightable or
protectible as trade secrets.

     3.  WORK FOR HIRE; ASSIGNMENT OF INVENTIONS.  I acknowledge and agree that
any copyrightable works prepared by me within the scope of my employment are
"works for hire" under the Copyright Act and that the Company will be considered
the author and owner of such copyrightable works.  I agree that all Inventions
that (a) are developed using equipment, supplies, facilities or trade secrets of
the Company, (b) result from work performed by me for the Company, or (c) relate
to the Company's business or current or anticipated research and development,
will be the sole and exclusive property of the Company and are hereby
irrevocably assigned by me to the Company.

     4.  ASSIGNMENT OF OTHER RIGHTS.  In addition to the foregoing assignment of
Inventions to the Company, I hereby irrevocably transfer and assign to the
Company:  (a) all worldwide patents, patent applications, copyrights, mask
works, trade secrets and other intellectual property rights in any Invention;
and (b) any and all "Moral Rights" (as defined below) that I may have in or with
respect to any Invention.  I also hereby forever waive and agree never to assert
any and all Moral Rights I may have in or with respect to any Invention, even
after termination of my work on behalf of the Company.  "MORAL RIGHTS" mean any
rights to claim authorship of an Invention to object to or prevent the
modification of any Invention, or to withdraw from circulation or control the
publication or distribution of any Invention, and any similar right, existing
under judicial or statutory law of any country in the world, or under any
treaty, regardless of whether or not such right is denominated or generally
referred to as a "moral right".

     5.  ASSISTANCE.  I agree to assist the Company in every proper way to
obtain for the Company and enforce patents, copyrights, mask work rights, trade
secret rights and other legal protections for the Company's Inventions in any
and all countries.  I will execute any documents that the Company may reasonably
request for use in obtaining or enforcing such patents, copyrights, mask work
rights, trade secrets and other legal protections.  My obligations under this
paragraph will continue beyond the termination of my employment with the
Company, provided that the Company will compensate me at a reasonable rate after
such termination for time or expenses actually spent by me at the Company's
request on such assistance.  I appoint the Secretary of the Company as my
attorney-in-fact to execute documents on my behalf for this purpose.

     6.  PROPRIETARY INFORMATION.  I understand that my employment by the
Company creates a relationship of confidence and trust with respect to any
information of a confidential or secret nature that may be disclosed to me by
the Company that relates to the business of the Company or to the business of
any parent, subsidiary, affiliate, customer or supplier of the Company or any
other party with whom the Company agrees to hold information of such party in
confidence ("PROPRIETARY INFORMATION").  Such Proprietary Information includes
but is not limited to Inventions, marketing plans, product plans, business
strategies, financial information, forecasts, personnel information and customer

     7.  CONFIDENTIALITY.  At all times, both during my employment and after its
termination, I will keep and hold all such Proprietary Information in strict
confidence and trust, and I will not use or disclose any of such Proprietary
Information without the prior written consent of the Company, except as may be
necessary to perform my duties as an employee of the Company for the benefit of
the Company, provided, however, that with respect to any Proprietary Information
that is not a trade secret within the meaning of the Georgia Trade Secrets Act
of 1990, the obligations set forth in this Section 7 shall expire following four
years from the date of receipt of such information.  Upon termination of my
employment with the Company, I will promptly deliver to the Company all
documents and materials of any nature pertaining to my work with the Company and
I will not take with me any documents or materials or copies thereof containing
any Proprietary Information.

     8.  NO BREACH OF PRIOR AGREEMENT.  I represent that my performance of all
the terms of this Agreement and my duties as an employee of the Company will not
breach any invention assignment, proprietary information or similar agreement
with any former employer or other party.  I represent that I will not bring with
me to the Company or use in the performance of my duties for the Company any
documents or materials or intangibles of a former employer that are not
generally available to the public or have not been legally transferred to the

     9.  INJUNCTIVE RELIEF.  I understand that in the event of a breach or
threatened breach of this Agreement by me the Company may suffer irreparable
harm and will therefore be entitled to injunctive relief to enforce this
   10.  GOVERNING LAW; SEVERABILITY.  This Agreement will be governed and
interpreted in accordance with the internal laws of the State of Georgia,
without regard to or application of choice of law rules or principles.  In the
event that any provision of this Agreement is found by a court, arbitrator or
other tribunal to be illegal, invalid or unenforceable, then such provision
shall not be voided, but shall be enforced to the maximum extent permissible
under applicable law, and the remainder of this Agreement shall remain in full
force and effect.

   This Agreement shall be effective as of the first day of my employment by the
Company, namely:  July 6, 1998.

SECUREIT, INC.:                                   EMPLOYEE:

By: /s/ JAY CHAUDHRY                              /s/ JAY CHAUDHRY 
    ---------------------------------             -----------------------------

Name:  Jay S. Chaudhry                            Jay S. Chaudhry
      -------------------------------             -----------------------------
                                                  Name (Please print) 

Title:  Vice President