Consulting Agreement - Artisan Components Inc. and Leon Malmed
ARTISAN COMPONENTS, INC.
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made and entered into as of
April 19, 2000 (the "Effective Date") by and between Artisan Components, Inc., a
Delaware corporation (the "Company"), and Leon Malmed, an individual with an
address at 1736 Zenato Place, Pleasanton, CA 94566 (the "Consultant"). The
Company desires to retain Consultant as an independent contractor to perform
consulting services for the Company and Consultant is willing to perform such
services, on terms set forth more fully below. In consideration of the mutual
promises contained herein, the parties agree as follows:
1. SERVICES; COMPENSATION
(a) Consultant agrees to perform for the Company the services
described in Exhibit 1 (the "Services").
(b) The Company agrees to pay Consultant the compensation set
forth in Exhibit 1 for the performance of the Services.
2. CONFIDENTIALITY
(a) "Confidential Information" means any Company proprietary
information, technical data, trade secrets or know-how, including, but not
limited to, research, product plans, products, services, customers, customer
lists, markets, software, developments, inventions, processes, formulas,
technology, designs, drawings, engineering, hardware configuration information,
marketing, finances or other business information disclosed by the Company
either directly or indirectly in writing, orally or by drawings or inspection of
parts or equipment.
(b) Consultant will not, during or subsequent to the term of
this Agreement, use the Company's Confidential Information for any purpose
whatsoever other than the performance of the Services on behalf of the Company
or disclose the Company's Confidential Information to any third party, and it is
understood that said Confidential Information shall remain the sole property of
the Company. Confidential Information does not include information which (i) is
known to Consultant at the time of disclosure to Consultant by the Company as
evidenced by written records of Consultant, (ii) has become publicly known and
made generally available through no wrongful act of Consultant, or (iii) has
been rightfully received by Consultant from a third party who is authorized to
make such disclosure. Without the Company's prior written approval, Consultant
will not directly or indirectly disclose to anyone the existence of this
Agreement or the fact that Consultant has this arrangement with the Company,
except as may be otherwise required by an employment agreement or a pre-existing
contractual agreement which has been disclosed on Exhibit 1 hereto. The
limitations on disclosure of Confidential Information contained herein shall
expire five (5) years after the termination of this Agreement.
(c) Consultant agrees that Consultant will not, during the term
of this Agreement, improperly use or disclose any proprietary information or
trade secrets of any former or current employer or other person or entity with
which Consultant has an agreement or duty to keep in confidence information
acquired by Consultant in confidence, if any,
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and that Consultant will not bring onto the premises of the Company any
unpublished document or proprietary information belonging to such employer,
person or entity unless consented to in writing by such employer, person or
entity. Consultant will indemnify the Company and hold it harmless from and
against all claims, liabilities, damages and expenses, including reasonable
attorneys fees and costs of suit, arising out of or in connection with any
violation of a third party's rights resulting in whole or in part from the
Company's use of the work product of Consultant under this Agreement.
(d) Consultant recognizes that the Company has received and in
the future will receive from third parties their confidential or proprietary
information subject to a duty on the Company's part to maintain the
confidentiality of such information and to use it only for certain limited
purposes. Consultant agrees that Consultant owes the Company and such third
parties, during the term of this Agreement and thereafter, a duty to hold all
such confidential or proprietary information in the strictest confidence and not
to disclose it to any person, firm or corporation or to use it except as
necessary in carrying out the Services for the Company consistent with the
Company's agreement with such third party.
(e) Upon the termination of this Agreement, or upon Company's
earlier request, Consultant will deliver to the Company all of the Company's
property or Confidential Information in tangible form that Consultant may have
in Consultant's possession or control.
3. OWNERSHIP
(a) Consultant agrees that all material, notes, records,
drawings, designs, inventions, improvements, developments, discoveries and trade
secrets (collectively, the "Inventions") conceived, made or discovered by
Consultant, solely or in collaboration with others, during the period of this
Agreement and with respect to providing the Services hereunder or with the use
of materials or facilities of the Company, or made by the Company prior to or
during the term of this Agreement, which relate in any manner to the business of
the Company that Consultant may be directed, on behalf of the Company, to
undertake, investigate or experiment with, or which Consultant may become
associated with in work, investigation or experimentation in the line of
business of Company in performing the Services hereunder (except as otherwise
provided below), are the sole property of the Company. In addition, any
Inventions which constitute copyrightable subject matter shall be considered
"works made for hire" as that term is defined in the United States Copyright
Act. Consultant further agrees to assign (or cause to be assigned) and does
hereby assign fully to the Company all such Inventions and any copyrights,
patents, mask work rights or other intellectual property rights relating
thereto. This Agreement does not apply to Inventions which were made prior to
the date of performing Services for Company under this Agreement and which are
listed on Exhibit 2 attached hereto (if any).
(b) Consultant agrees to assist Company, or its designee, at the
Company's expense, in every proper way to secure the Company's rights in the
Inventions and any copyrights, patents, mask work rights or other intellectual
property rights relating thereto in any and all countries, including the
disclosure to the Company of all pertinent information and data with respect
thereto, the execution of all applications, specifications, oaths, assignments
and all other instruments which the Company shall deem necessary in order to
apply for and
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obtain such rights and in order to assign and convey to the Company, its
successors, assigns and nominees the sole and exclusive rights, title and
interest in and to such Inventions, and any copyrights, patents, mask work
rights or other intellectual property rights relating thereto. Consultant
further agrees that Consultant's obligation to execute or cause to be executed,
when it is in Consultant's power to do so, any such instrument or papers shall
continue after the termination of this Agreement.
(c) Consultant agrees that if in the course of performing the
Services, Consultant incorporates into any Invention developed hereunder any
invention, improvement, development, concept, discovery or other proprietary
information developed by Consultant prior to performing the Services and owned
by Consultant, the Company is hereby granted and shall have a nonexclusive,
royalty-free, perpetual, irrevocable, worldwide license to make, have made,
modify, use and sell such item as part of or in connection with such Invention.
(d) Consultant agrees that if the Company is unable because of
Consultant's unavailability, dissolution, mental or physical incapacity, or for
any other reason, to secure Consultant's signature to apply for or to pursue any
application for any United States or foreign patents or mask work or copyright
registrations covering the Inventions assigned to the Company above, then
Consultant hereby irrevocably designates and appoints the Company and its duly
authorized officers and agents as Consultant's agent and attorney in fact, to
act for and in Consultant's behalf and stead to execute and file any such
applications and to do all other lawfully permitted acts to further the
prosecution and issuance of patents, copyright and mask work registrations
thereon with the same legal force and effect as if executed by Consultant.
4. REPORTS
Consultant agrees that it will from time to time during the term
of this Agreement or any extension thereof keep the Company advised as to
Consultant's progress in performing the Services hereunder and that Consultant
will, as requested by the Company, prepare written reports with respect thereto.
It is understood that the time required in the preparation of such written
reports shall be considered time devoted to the performance of Consultant's
Services.
5. CONFLICTING OBLIGATIONS
(a) Consultant certifies that Consultant has no outstanding
agreement or obligation that is in conflict with any of the provisions of this
Agreement, or that would preclude Consultant from complying with the provisions
hereof, and further certifies that Consultant will not enter into any such
conflicting agreement during the term of this Agreement except as may be
otherwise required by an employment agreement or a pre-existing contractual
agreement which has been disclosed on Exhibit 1 hereto.
(b) In view of Consultant's access to the Company's trade
secrets and proprietary know-how, Consultant further agrees that Consultant will
not, without Company's prior written consent, perform similar Services those
developed under this Agreement for any third party during the term of this
Agreement and for a period of six (6) months after the termination of this
Agreement.
(c) Except as specifically authorized by the Company, Consultant
shall
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not for a period of two (2) years after the termination of this Agreement:
(i) request or advise any supplier, customer or other
person, firm, partnership, association, corporation or business organization,
entity or enterprise having business dealings with the Company or any subsidiary
or affiliate of the Company to withdraw, curtail or cancel such business
dealings; or
(ii) induce or attempt to influence any employee or
consultant of the Company or any subsidiary or affiliate of the Company to
terminate his or her employment or consulting relationship with the Company or
such subsidiary or affiliate.
6. TERM AND TERMINATION
(a) This Agreement will commence on the Effective Date and will
continue for a period of one (1) year, at which time this Agreement will then
automatically renew for subsequent one (1) year terms unless and until this
Agreement is terminated as provided below.
(b) The Company may terminate this Agreement at any time after
the Effective Date for any reason or no reason, with or without cause.
(c) The Consultant may terminate this Agreement at any time
after the Effective Date upon giving two weeks prior written notice thereof to
the Company. Any such notice shall be addressed to the Company at the address
shown above or such other address as the Company may notify the Consultant and
shall be deemed given upon delivery if personally delivered, or forty-eight (48)
hours after deposited in the United States mail, postage prepaid, registered or
certified mail, return receipt requested.
(d) This Agreement shall terminate immediately if Consultant is
no longer a member of the Board of Directors of Company.
(e) Upon such termination all rights and duties of the parties
toward each other shall cease except:
(i) that the Company shall be obliged to pay, within
thirty (30) days of the effective date of termination, all amounts owing to
Consultant for unpaid Services and related expenses, if any, in accordance with
the provisions of Section 1 (Services and Compensation) hereof; and
(ii) Sections 2 (Confidentiality), 3 (Ownership) and 8
(Independent Contractor) shall survive termination of this Agreement.
7. INDEPENDENT CONTRACTOR
Consultant's relationship with Company is at all times that of
an independent contractor. Nothing in this Agreement shall in any way be
construed to constitute Consultant as an agent, employee or representative of
the Company, and Consultant shall have no authority to bind Company to
agreements, but Consultant shall perform the Services hereunder as an
independent contractor. To the extent applicable, if any, Consultant agrees to
furnish (or reimburse the Company for) all tools and materials necessary to
accomplish this contract, and shall incur all expenses associated with
performance, except as expressly provided on Exhibit 1 of this Agreement.
Consultant acknowledges and agrees that Consultant is obligated to report as
income all compensation received by Consultant pursuant to this
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Agreement, and Consultant agrees to and acknowledges the obligation to pay all
self-employment and other taxes thereon. Consultant further agrees to indemnify
the Company and hold it harmless to the extent of any obligation imposed on
Company (i) to pay in withholding taxes or similar items or (ii) resulting from
Consultant's being determined not to be an independent contractor.
8. ARBITRATION AND EQUITABLE RELIEF
(a) Except as provided in Section 9(b) below, the Company and
Consultant agree that any dispute or controversy arising out of or relating to
any interpretation, construction, performance or breach of this Agreement, shall
be settled by arbitration to be held in Santa Clara County, California, in
accordance with the rules then in effect of the American Arbitration
Association. The arbitrator may grant injunctions or other relief in such
dispute or controversy. The decision of the arbitrator shall be final,
conclusive and binding on the parties to the arbitration. Judgment may be
entered on the arbitrator's decision in any court of competent jurisdiction. The
Company and Consultant shall each pay one-half of the costs and expenses of such
arbitration, and each shall separately pay its respective counsel fees and
expenses.
(b) Consultant agrees that it would be impossible or inadequate
to measure and calculate the Company's damages from any breach of the covenants
set forth in Sections 2 or 3 herein. Accordingly, Consultant agrees that if
Consultant breaches Sections 2 or 3, the Company will have available, in
addition to any other right or remedy available, the right to obtain from any
court of competent jurisdiction an injunction restraining such breach or
threatened breach and specific performance of any such provision. Consultant
further agrees that no bond or other security shall be required in obtaining
such equitable relief and Consultant hereby consents to the issuances of such
injunction and to the ordering of such specific performance.
9. GENERAL
(a) ASSIGNMENT. Neither this Agreement nor any right hereunder
or interest herein may be assigned or transferred by Consultant without the
express written consent of the Company.
(b) GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California as applied to
contracts entered into in California by California residents to be performed
entirely within the State of California.
(c) SEVERABILITY. If any provision of this Agreement is held to
be ineffective, unenforceable or illegal for any reason, such decision shall not
affect the validity or unenforceability of any or all of the remaining portions
thereof.
(d) WAIVER. The waiver by either party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
other or subsequent breach.
(e) ENTIRE AGREEMENT. This Agreement is the entire agreement of
the parties with respect to the subject matter and supersedes any prior
agreements between them with respect to the subject matter hereof. No amendment
or modification of this Agreement shall be valid or binding upon the parties
unless in writing and signed by duly authorized representatives of each party.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
CONSULTANT ARTISAN COMPONENTS, INC.
By: /s/ LEON MALMED By: /s/ MARK TEMPLETON
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Title: Title:
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Date: 7/21/00 Date:
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EXHIBIT 1
SERVICES AND COMPENSATION
1. Contact. Consultant's principal Company contact:
Name: Mark Templeton
Title: President and CEO
2. Services. Consultant will render to the Company the following
Services:
Consulting and advising for marketing, sales, strategic
planning, acquisitions and other business areas as requested by Company.
3. Compensation.
(a) The Company shall pay Consultant $10,000(US) per year, payable
in four (4) equal quarterly installments. Payment for each
quarter is payable following the completion of each quarter at
the commencement of each quarter (i.e., July 1, October 1,
January 1, April 1). The initial payment will be made on a
pro-rata basis.
(b) The Company shall reimburse Consultant for all reasonable travel
expenses incurred by Consultant in performing Services pursuant
to this Agreement, provided Consultant receives prior written
consent from an authorized agent of the Company prior to
incurring such expenses, and otherwise pursuant to Company's
standard practices for reimbursing travel expenses.
(c) Consultant shall submit all statements for services and expenses
in a form prescribed by the Company and such statement shall be
approved by the contact person listed above or by his or her
supervisor.
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EXHIBIT 2
LIST OF PRIOR INVENTIONS
AND ORIGINAL WORKS OF AUTHORSHIP
Identifying Number
Title Date or Brief Description
----- ---- --------------------
Detection of Minute Leaks 1978
Compact Flash Card Readers 1999
____ No inventions or improvements
____ Additional Sheets Attached
Signature of Consultant: /s/ LEON MALMED
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Print Name and title,
if applicable, of Consultant:
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Date: 7/21/00
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