Employment Agreement - Infodata Systems Inc. and James A. Ungerleider
INFODATA SYSTEMS INC. EMPLOYMENT AGREEMENT
ON CONFIDENTIAL INFORMATION, INVENTIONS AND IDEAS
THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into between
Infodata Systems Inc. ("Infodata") and the undersigned employee ("me," "my" or
"I"). To induce Infodata to employ me and in consideration of my employment or
continued employment at will by Infodata, the sufficiency of which consideration
I expressly acknowledge, Infodata and I, intending to be legally bound, hereby
agree as follows:
1.0 EMPLOYMENT RELATIONSHIP.
1.1 Nature of Employment. The employment relationship between Infodata
and me is one of an "employment at will." This means that the offer of
employment is not for a definite period of time and that after the employment
relationship is established by my acceptance of this offer, either party may
terminate this relationship at any time and for any reason which is not
specifically prohibited by state or federal laws. This condition of employment
may not be varied or modified except in writing and signed by an officer of
Infodata. Nothing found in any policy manual, policy statement, letter, or other
writing I may receive from, or that may be issued by, Infodata, or that may be
contained in any oral statement made on behalf of Infodata, shall vary or modify
this condition of employment unless the phrase "employment at will" is
specifically referred to and specifically modified, varied, or canceled. In
addition, nothing contained therein, or in other written or verbal
communications from Infodata, such as a statement referring to the manner in
which my salary and/or other benefits will be paid or accrued (e.g., salary paid
on a monthly or annual basis, or vacation to accrue at a certain rate for each
of the first two years of employment) or any stock option shall in any way
modify, vary, or supersede the previously stated "employment at will"
relationship between me and Infodata, in the event I accept Infodata's offer of
employment.
1.2 Intellectual Property. I recognize that it is essential to
Infodata's success for Infodata to acquire all rights arising from the
development, discoveries or improvements made by me hereunder and for Infodata
to protect all trade secret and other confidential information that comes to my
knowledge during the course of my employment.
1.3 No Conflict. I represent and warrant that I am not subject to any
contractual obligations that can either prevent me from performing my duties
under this Agreement, or give rise to any claim of damages as a result of my
affiliation with Infodata.
1.4 Prior Proprietary Information. I agree not to disclose to Infodata
or use in Infodata's business any information or material relating to the
business of any third person and intended by that person not to be disclosed to
Infodata.
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1.5 No "Moonlighting." During my employment with Infodata, I agree not
to accept or continue in any job, consulting work, directorship, or employment
other than with Infodata, without prior written approval of an officer of
Infodata.
1.6 Computer Security. During my employment with Infodata, I agree only
to use computer resources (both on and off Infodata's premises) for which I have
been granted access and then only to the extent authorized. I agree to comply
with Infodata's policies and procedures concerning computer security.
1.7 Electronic Mail Policy. I understand that Infodata maintains an
electronic mail system and related facilities for the purpose of business
communications. I acknowledge that Infodata retains the right to review any and
all electronic mail communications, with or without notice, at any time.
2.0 CONFIDENTIAL INFORMATION.
2.1 Acknowledgement. During my employment with Infodata I acknowledge I
will have access to Confidential Information, as defined in Section 2.3 below,
and will occupy a position of trust and confidence with respect to Infodata's
affairs and business.
2.2 Obligations. I agree to take the following steps to preserve the
confidential and proprietary nature of Confidential Information.
(a) Non-Disclosure. During and after my employment with
Infodata, I will not use, disclose or transfer any Confidential Information
other than as authorized by Infodata within the scope of my duties with
Infodata, and will not use in any way other than in Infodata's business any
Confidential Information, including information or material received by Infodata
from others and intended to be kept in confidence by its recipients. I
understand that I am not allowed to sell, license or otherwise exploit any
products (including software in any form) which embody or otherwise exploit in
whole or in part any Confidential Information.
(b) Disclosure Prevention. I will take all reasonable
precautions to prevent the inadvertent or accidental exposure of Confidential
Information.
(c) Removal. I will not remove transmit or transport any
Confidential Information from Infodata's premises or make copies of such
materials, except for use in Infodata's business, without the express written
permission of an officer of Infodata.
(d) Return. I will return to Infodata all Confidential
Information and copies thereof at any time upon the request of Infodata, and in
any event and without such request, prior to the termination of my employment by
Infodata. I agree not to retain any tangible or intangible copies of any
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Confidential Information after my termination of employment for any reason.
2.3 Confidential Information. The following materials and information,
whether having existed, now existing, or to be developed or created during the
term of my employment by Infodata (herein referred to collectively as the
"Confidential Information") are covered by this Agreement and acknowledged by me
to be valuable, special and unique assets of Infodata, the disclosure of any
aspect of which may be materially damaging.
(a) Software. All information relating to existing software
products and software in various stages of research and development which are
not generally known to the public or within the computer industry or trade in
which Infodata competes (such as know-how, design specifications, algorithms,
technical formulas, engineering data, special effects, benchmark test results,
methodologies, procedures, techniques, and information processing processes) and
the physical embodiments of such information (such as drawings, specification
sheets, design notes, source code, object code, load modules, schematics, flow
charts, logic diagrams, procedural diagrams, coding sheets, work sheets,
documentation, annotations, printouts, studies, manuals, proposals and any other
written or machine-readable manuals, proposals and any other written or machine
readable expressions of such information as are fixed in any tangible media).
(b) Other Products and Services. All information relating to
consulting, research and development and other proprietary products or services,
whether existing or in various stages of research and development, which are not
generally known to the public or within the computer industry or trade in which
Infodata competes (such as know-how, specifications, technical data, images,
special engineering data, processes, techniques, methodologies, and strategies)
and the physical embodiments of such information (such as photographs,
schematics, specification sheets, instruction manuals, course materials,
training aids, video cassettes, transparencies, slides, taped recordings of
presentations, proposals, printouts, studies, contracts, maintenance manuals,
documentation, and any other written or machine-readable expressions of such
information as are fixed in any tangible media).
(c) Business Procedures. All information concerning or
relating to the way Infodata conducts its business which is not generally known
to the public (such as internal business procedures, policies, practices,
controls, internal telephone numbers, plans, licensing techniques and practices,
supplier, subcontractor and prime contractor names and contracts and other
vendor information, computer system passwords and other computer security
controls, financial information, distributor information, and employee data) and
the physical embodiments of such information (such as check lists, samples,
services and operational manuals, contracts, proposals, print-outs,
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correspondence, forms, listings, ledgers, financial statements, financial
reports, financial and operational analyses, financial and operational studies,
management reports of every kind, databases, employment records pertaining to
employees other than me, and any other written or machine-readable expressions
of such information as are fixed in any tangible media).
(d) Marketing Plans and Customer Lists. All information
pertaining to Infodata's marketing plans and strategies; forecasts and
projections; marketing practices, procedures and policies; financial data;
discounts; margins; costs; credit terms; pricing practices, procedures and
policies; goals and objectives; quoting practices, procedures and policies; and
customer data including customer lists, contracts, representatives, requirements
and needs, specifications, data provided by or about prospective existing or
past customers and contract terms applicable to such customers, and the physical
embodiments of such information (such as license agreements, consulting
agreements, customer lists, print-outs, databases, marketing plans, marketing
reports, strategic business plans, marketing analyses and management reports,
seminar and class attendee rosters, trade show or exhibit attendee listings,
listings of potential customers and leads, and any other written or
machine-readable expressions of such information as are fixed in any tangible
media).
(e) Not Generally Known. Any information in addition to the
foregoing which is not generally known to the public or within the industry or
trade in which Infodata competes, and the physical embodiments of such
information in any tangible form, whether written or machine-readable in nature.
2.4 General Knowledge. Neither the general skills, knowledge and
experience gained during my employment with Infodata, nor information publicly
available or generally known within the industry or trade in which Infodata
competes are considered to be Confidential Information.
2.5 Information Disclosed Remains Infodata Property. I agree and
acknowledge that all ideas, concepts, information, and written material
disclosed to me by Infodata, or acquired from a customer or prospective customer
or prospective customer of Infodata are and shall remain the sole and exclusive
property and Confidential Information of Infodata or such customers, and are
disclosed in confidence by Infodata or permitted to be acquired from such
customers in reliance on my agreement to maintain them in confidence and not to
use any such property and Confidential Information to the detriment of Infodata,
or use or disclose them to any other person except in furtherance of Infodata's
business and for the benefit of the Infodata.
3.0 NON-COMPETITION COVENANT.
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3.1 Competitor Defined. The term "Competitor" shall refer to any
person, firm, corporation, partnership or other business entity engaged in or
about to become engaged in the production, licensing, sale or marketing of
document management software or services directly related to document
management:
(i) which is similar to or directly competitive with
Infodata's proprietary computer software, research
and development activities or consulting services
with which I have been directly concerned through my
work for Infodata during the preceding two (2) years;
or
(ii) with respect to which I have acquired Confidential
Information.
3.2 Restrictive Covenant. As a material inducement to Infodata to enter
into this Agreement, I covenant and agree that, during my employment with
Infodata and for a period of one (1) year following the termination of my
employment, either by Infodata with cause, or by me without cause, I shall not
engage during such period, directly or indirectly, voluntarily or involuntarily,
as an individual, principal, agent, officer, employee, independent contractor,
partner, lender, director or in any other capacity, anywhere in the United
States, in any actions to solicit, divert or take away any client, consultant or
supplier of Infodata, or otherwise compete with Infodata in the sale or
licensing, of any products or services that are competitive with the products or
services developed or marketed by Infodata in the United States.
3.3 Employee Acknowledgements and Agreements. I acknowledge that this
covenant in Section 3.2 has a unique, very substantial and immeasurable value to
Infodata. I acknowledge and agree that the software developed by Infodata is or
is intended to be marketed and licensed to customers worldwide, including
domestically throughout the United States. I further acknowledge and agree to
the reasonableness of this covenant not to compete and the reasonableness of the
geographic area and duration of time which are a part of said covenant. I also
acknowledge and agree that this covenant will not impair me from becoming
gainfully employed, or otherwise earning a livelihood following termination of
my employment with Infodata.
4.0 NON-SOLICITATION OF EMPLOYEES.
I acknowledge that any attempt on my part to induce others to leave
Infodata's employ, or any effort by me to interfere with Infodata's relationship
with its other employees would be harmful and damaging to Infodata. I agree that
during the term of employment and for a period of one (1) year thereafter, I
will not in any way, directly or indirectly (i) induce or attempt to induce any
employee of Infodata to quit employment with Infodata;
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or (ii) otherwise interfere with or disrupt Infodata's relationship with its
employees.
5.0 ENFORCEMENT.
I acknowledge that in the event of the unauthorized use or disclosure
of any Confidential Information or materials by me, Infodata's business
interests will be irreparably injured, the full extent of Infodata's damages
will be impossible to ascertain, monetary damages will not be an adequate remedy
for Infodata, and Infodata will be entitled to enforce this Agreement by an
injunction or other equitable relief, without the necessity of posting bond or
security, which I expressly waive. I understand that Infodata may waive some of
the requirements expressed in this Agreement, but that such a waiver to be
effective must be made in writing by an officer of Infodata and will not in any
way be deemed a waiver of Infodata's right to enforce any other requirements or
provisions of this Agreement. I agree that each of my obligations specified in
this Agreement is a separate and independent covenant that shall survive any
termination of this Agreement and that the unenforceability of any of them shall
not preclude the enforcement of any other covenants in hits Agreement.
6.0 INNOVATIONS.
6.1 Assignment of Innovations. Infodata shall have the unlimited and
exclusive rights in any products, designs, layouts, specifications,
developments, notes, improvements, innovations, inventions, formulas, processes,
techniques, know-how, data, discoveries, Confidential Information or other work
developed by me in the performance of my work for Infodata, whether now existing
or later developed for Infodata (all of the foregoing being reference in this
Agreement, collectively as "Innovations"). I hereby assign to Infodata, without
further consideration or royalty, all my right, title and interest in any
Innovations and ideas, patentable or not, that I make, reduce to practice, learn
or conceive, alone or with others, during the period of time in which I am
employed by Infodata and that relate in any wy to the actual or prospective
business of Infodata. I shall maintain notebooks and other records adequate to
describe my Innovations to others conversant with the technology and to
establish the date and circumstances of my discovery or creation. I agree to
disclose routinely to Infodata all Innovations covered by this Agreement, and I
will, upon request, execute specific assignments and take any action necessary
to enable Infodata to secure patents, copyrights or otherwise secure its
proprietary rights in such Innovations.
6.2 Power of Attorney. In the event Infodata is unable to secure my
signature on any document necessary to apply for, prosecute, obtain or enforce
any patent, copyright or other right or protection relating to any Innovation in
any country of the world, whether due to death, mental or physical incapacity or
any
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other cause, I hereby irrevocably designate and appoint Infodata and its
Secretary as my agent and attorney-in fact, to act for and in my behalf and
stead, for the limited purpose of executing and filing any such document and
doing all other lawfully permitted acts to further the prosecution, issuance and
enforcement of patents, copyrights or other projections which employ or are
based on Innovations with the same force and effect as if executed and delivered
by me. This power of attorney shall not be affected by my subsequent death or
incapacity.
7.0 WRITTEN MATERIALS.
7.1 Ownership. I acknowledge and agree that all writings, including
without limitation, software program code, logic diagrams, flow charts, decision
charts, drawings, procedural diagrams, coding sheets, manuals, documentation and
written, literary, graphic, sound or artistic works of any kind produced by me
in the course of my work for Infodata are works produced for hire and the sole
and exclusive property of Infodata including, without limitation, any copyrights
subsisting in those writings; but to the extent any such writings may not, by
operation of law or otherwise, be a work made for hire, I hereby assign to
Infodata the ownership of copyright in such works, whether published or
unpublished from the moment any such works were created and fixed in any form of
tangible media. I further agree upon request to execute such specific
assignments or instruments and take any action necessary to enable Infodata to
secure its copyright rights in such works.
7.2 Moral Rights. I understand that the term "moral rights" means any
rights of paternity or integrity, including any right to claim authorship of a
copyrightable work, to object to a modification of such copyrightable work, and
any similar right existing under the 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." I forever hereby waive
and agree never to assert any moral rights I may have in any copyrightable work
that is assigned to Infodata as a result of Section 8.1 hereof, even after any
termination of my employment with Infodata.
8.0 WAIVER OF BREACH.
Any waiver by either party of compliance with any provision of this
Agreement by the other shall not operate or be construed as a waiver of any
other provision of this Agreement, or of any subsequent breach by such party of
a provision of this Agreement. No waiver by the Infodata shall be valid unless
in writing and signed by a duly authorized officer of Infodata.
9.0 GOVERNING LAW.
This Agreement shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the
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laws of the Commonwealth of Virginia, without regard to conflict of law
provisions.
10.0 SEVERABILITY.
Should any provision of this Agreement not be enforceable in any
jurisdiction, the remainder of the Agreement shall not be affected thereby. If
the scope of any of the restrictions in Sections 3, 4, or 5 are determined by a
court of competent jurisdiction to be too broad to permit enforcement of such
restrictions to their full extent, then such restrictions shall be construed or
rewritten (blue-lined) so as to be enforceable to the maximum extent permitted
by law and I hereby consent, to the extent I may lawfully do so, to the judicial
modification of the scope of any such restrictions in any proceeding brought to
enforce them.
11.0 ASSIGNMENT.
My rights, interests and benefits hereunder shall not be assigned,
transferred, pledged, or hypothecated in any way by me. The rights and
obligations of Infodata under this Agreement shall inure to the benefit of and
be binding upon the successors of Infodata. If Infodata shall at any time be
merged or consolidated with or into another corporation, or if substantially all
the assets of Infodata are transferred to another corporation, the provisions of
this Agreement shall be binding on and shall inure to the benefit of the
corporation resulting from such merger or consolidation or to which such assets
shall be transferred.
12.0 HEADINGS AND PRONOUNS.
Headings and subheadings and paragraphs are for convenience of
reference only and shall not be of any effect in construing the meanings of the
paragraphs and subparagraphs. All pronouns and any variation thereof shall be
deemed to refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person, persons, entity or entities may require.
13.0 PUBLICATION.
I agree not to submit any writing for publication or deliver any speech
that contains any information relating to the business of Infodata, unless I
receive advance written clearance from an authorized representative of Infodata.
14.0 CONFLICTING OBLIGATIONS AND RIGHTS.
I agree to inform Infodata of any apparent conflicts between my work
for Infodata and (a) any obligations I may have to preserve the confidentiality
of another's proprietary information or materials or (b) any rights I claim to
any inventions or ideas before using the same on Infodata's behalf. Otherwise,
Infodata
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may conclude that no such conflict exists and I agree thereafter to make no such
claim against Infodata. Infodata shall receive such disclosures in confidence
and consistent with the objectives of avoiding any conflict of obligations and
rights or the appearance of any conflict of interest.
15.0 ENTIRE AGREEMENT.
This is my entire agreement with Infodata with respect to its subject
matter as of its date, superseding any prior or contemporaneous, oral or
written, express or implied negotiations, representations, understandings or
agreements.
16.0 FURTHER ACKNOWLEDGEMENT.
I understand and accept the terms set forth in this Agreement,
including, but not limited to, the condition that my employment is not for any
definite period of time, but may be terminated by me or by Infodata at any time
and for any reason which is not specifically prohibited by state or federal law.
I further understand that my employment may be terminated by Infodata, in its
sole discretion, if I have misstated, misrepresented or omitted any material
fact in my application for employment or in any related documentation or
information provided by me, whether verbally or in writing, to Infodata.
By my signature below, I acknowledge that I have reviewed this
Agreement carefully and understand that the covenants and obligations it
contains are binding on me.
INFODATA SYSTEMS INC. AGREED TO BY EMPLOYEE
/s/Eva Franklin /s/ James A. Ungerleder
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Signature Signature
Eva Franklin /s/ James A. Ungerleder
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Print Name Print Name
12-17-97 12-17-97
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Date Date
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