At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement - Limelight Networks Inc.
FORM OF
LIMELIGHT NETWORKS, INC.
AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION,
INVENTION ASSIGNMENT,
AND ARBITRATION AGREEMENT
As a condition of my employment with Limelight Networks, Inc. its
subsidiaries, affiliates, successors or assigns (together the "COMPANY"), and in
consideration of my employment with the Company and my receipt of the
compensation now and hereafter paid to me by Company, I agree to the following:
1. At-Will Employment.
I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN
UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND
THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS IN
WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. ACCORDINGLY, I ACKNOWLEDGE
THAT MY EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT
GOOD CAUSE OR FOR ANY OR NO CAUSE, AT MY OPTION OR AT THE OPTION OF THE COMPANY,
WITH OR WITHOUT NOTICE.
2. Confidential Information.
A. Company Information. I agree at all times during my employment with
the Company and thereafter, to hold in the strictest confidence, and not to use,
except for the benefit of the Company, or to disclose to any person, firm or
corporation without written authorization of the President or the Board of
Directors of the Company, any Company Confidential Information. I understand
that my unauthorized use or disclosure of Company Confidential Information
during my employment will lead to disciplinary action, up to and including
immediate termination and legal action by the Company. I understand that
"COMPANY CONFIDENTIAL INFORMATION" means any non-public information that relates
to the actual or anticipated business, research or development of the Company,
or to the Company's technical data, trade secrets or know-how, including, but
not limited to, research, product plans or other information regarding the
Company's products or services and markets therefor, customer lists and
customers (including, but not limited to, customers of the Company on which I
called or with which I may become acquainted during the term of my employment),
software, developments, inventions, processes, formulas, technology, designs,
drawings, engineering, hardware configuration information, marketing, finances
and other business information; provided, however Company Confidential
Information does not include any of the foregoing items to the extent the same
have become publicly known and made generally available through no wrongful act
of mine or of others.
B. Former Employer Information. I agree that during my employment with
the Company, I will not improperly use, disclose, or induce the Company to use
any proprietary information or trade secrets of any former or concurrent
employer or other person or entity. I further agree that I will not bring onto
the premises of the Company or transfer onto the Company's
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technology systems any unpublished document, proprietary information or trade
secrets belonging to any such employer, person or entity unless consented to in
writing by both Company and such employer, person or entity.
C. Third Party Information. I recognize that the Company may have
received and in the future may receive from third parties associated with the
Company, e.g., the Company's customers, suppliers, licensors, licensees,
partners, or collaborators ("ASSOCIATED THIRD PARTIES") their confidential or
proprietary information ("ASSOCIATED THIRD PARTY CONFIDENTIAL INFORMATION"). By
way of example, Associated Third Party Confidential Information may include the
habits or practices of Associated Third Parties, the technology of Associated
Third Parties, requirements of Associated Third Parties, and information related
to the business conducted between the Company and such Associated Third Parties.
I agree at all times during my employment with the Company and thereafter, to
hold in the strictest confidence, and not to use or to disclose to any person,
firm or corporation any Associated Third Party Confidential Information, except
as necessary in carrying out my work for the Company consistent with the
Company's agreement with such Associated Third Parties. I understand that my
unauthorized use or disclosure of Associated Third Party Confidential
Information during my employment will lead to disciplinary action, up to and
including immediate termination and legal action by the Company.
3. Inventions.
A. Inventions Retained and Licensed. I have attached hereto as Exhibit
A, a list describing all inventions, discoveries, original works of authorship,
developments, improvements, and trade secrets, which were conceived in whole or
in part by me prior to my employment with the Company to which I have any right,
title or interest, and which relate to the Company's proposed business,
products, or research and development ("PRIOR INVENTIONS"); or, if no such list
is attached, I represent and warrant that there are no such Prior Inventions.
Furthermore, I represent and warrant that the inclusion of any Prior Inventions
from Exhibit A of this Agreement will not materially affect my ability to
perform all obligations under this Agreement. If, in the course of my employment
with the Company, I incorporate into or use in connection with any product,
process, service, technology or other work by or on behalf of Company any Prior
Invention, I hereby grant to the Company a nonexclusive, royalty-free, fully
paid-up, irrevocable, perpetual, worldwide license, with the right to grant and
authorize sublicenses, to make, have made, modify, use, import, offer for sale,
and sell such Prior Invention as part of or in connection with such product,
process, service, technology or other work and to practice any method related
thereto.
B. Assignment of Inventions. I agree that I will promptly make full
written disclosure to the Company, will hold in trust for the sole right and
benefit of the Company, and hereby assign to the Company, or its designee, all
my right, title, and interest in and to any and all inventions, original works
of authorship, developments, concepts, improvements, designs, discoveries,
ideas, trademarks or trade secrets, whether or not patentable or registrable
under patent, copyright or similar laws, which I may solely or jointly conceive
or develop or reduce to practice, or cause to be conceived or developed or
reduced to practice, during the period of time I am in the employ of the Company
(including during my off-duty hours), or with the use of Company's equipment,
supplies, facilities, or Company Confidential Information (collectively referred
to as
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"INVENTIONS"). I further acknowledge that all original works of authorship which
are made by me (solely or jointly with others) within the scope of and during
the period of my employment with the Company and which are protectable by
copyright are "works made for hire," as that term is defined in the United
States Copyright Act. I understand and agree that the decision whether or not to
commercialize or market any Inventions is within the Company's sole discretion
and for the Company's sole benefit and that no royalty or other consideration
will be due to me as a result of the Company's efforts to commercialize or
market any such Inventions.
C. Maintenance of Records. I agree to keep and maintain adequate,
current, accurate, and authentic written records of all Inventions made by me
(solely or jointly with others) during the term of my employment with the
Company. The records will be in the form of notes, sketches, drawings,
electronic files, reports, or any other format that may be specified by the
Company. The records are and will be available to and remain the sole property
of the Company at all times.
D. Patent and Copyright Registrations. I agree to assist the Company,
or its designee, at the Company's expense, in every proper way to secure the
Company's rights in the Inventions and any 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 proper or necessary in order to apply for, register, obtain,
maintain, defend, and enforce 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 rights relating
thereto, and testifying in a suit or other proceeding relating to such
Inventions and any rights relating thereto. I further agree that my obligation
to execute or cause to be executed, when it is in my power to do so, any such
instrument or papers shall continue after the termination of this Agreement. If
the Company is unable because of my mental or physical incapacity or for any
other reason to secure my signature with respect to any Inventions including,
without limitation, to apply for or to pursue any application for any United
States or foreign patents or copyright registrations covering such Inventions,
then I hereby irrevocably designate and appoint the Company and its duly
authorized officers and agents as my agent and attorney in fact, to act for and
in my behalf and stead to execute and file any papers, oaths and to do all other
lawfully permitted acts with respect to such Inventions with the same legal
force and effect as if executed by me.
4. Conflicting Employment.
A. Current Obligations. I agree that during the term of my employment
with the Company, I will not engage in or undertake any other employment,
occupation, consulting relationship or commitment that is directly related to
the business in which the Company is now involved or becomes involved or has
plans to become involved, nor will I engage in any other activities that
conflict with my obligations to the Company.
B. Prior Relationships. Without limiting Section 4.A, I represent that
I have no other agreements, relationships or commitments to any other person or
entity that conflict with my obligations to the Company under this Agreement or
my ability to become employed and perform
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the services for which I am being hired by the Company. I further agree that if
I have signed a confidentiality agreement or similar type of agreement with any
former employer or other entity, I will comply with the terms of any such
agreement to the extent that its terms are lawful under applicable law. I
represent and warrant that after undertaking a careful search (including
searches of my computers, cell phones, electronic devices and documents), I have
returned all property and confidential information belonging to all prior
employers. Moreover, in the event that the Company or any of its directors,
officers, agents, employees, investors, shareholders, administrators,
affiliates, divisions, subsidiaries, predecessor or successor corporations, or
assigns is sued based on any obligation or agreement to which I am a party or am
bound, I agree to fully indemnify the Company, its directors, officers, agents,
employees, investors, shareholders, administrators, affiliates, divisions,
subsidiaries, predecessor and successor corporations, and assigns for all
verdicts, judgments, settlements, and other losses incurred by the Company (the
indemnitee) in the event that it is the subject of any legal action resulting
from any breach of my obligations under this Agreement, as well as any
reasonable attorneys' fees and costs if the plaintiff is the prevailing party in
such an action.
5. Returning Company Documents. Upon separation from employment with the
Company or on demand by the Company during my employment, I will immediately
deliver to the Company, and will not keep in my possession, recreate or deliver
to anyone else, any and all Company property, including, but not limited to,
Company Confidential Information, Associated Third Party Confidential
Information, as well as all devices and equipment belonging to the Company
(including computers, handheld electronic devices, telephone equipment, and
other electronic devices), Company credit cards, records, data, notes,
notebooks, reports, files, proposals, lists, correspondence, specifications,
drawings blueprints, sketches, materials, photographs, charts, all documents and
property, and reproductions of any of the aforementioned items that were
developed by me pursuant to my employment with the Company, obtained by me in
connection with my employment with the Company, or otherwise belonging to the
Company, its successors or assigns, including, without limitation, those records
maintained pursuant to Section 3.C. I also consent to an exit interview to
confirm my compliance with this Section 5.
6. Termination Certification. Upon separation from employment with the
Company, I agree to immediately sign and deliver to the Company the "Termination
Certification" attached hereto as Exhibit B. I also agree to keep the Company
advised of my home and business address for a period of three (3) years after
termination of my employment with the Company, so that the Company can contact
me regarding my continuing obligations provided by this Agreement.
7. Notification of New Employer. In the event that I leave the employ of
the Company, I hereby grant consent to notification by the Company to my new
employer about my obligations under this Agreement.
8. Solicitation of Employees. I agree that for a period of twelve (12)
months immediately following the termination of my relationship with the Company
for any reason, whether voluntary or involuntary, with or without cause, I shall
not either directly or indirectly solicit any of the Company's employees to
leave their employment, or attempt to solicit employees of the Company, either
for myself or for any other person or entity.
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9. Conflict of Interest Guidelines. I agree to diligently adhere all to
policies of the Company including the Company's insider's trading policies and
the Conflict of Interest Guidelines attached as Exhibit C hereto, which may be
revised from time to time during my employment.
10. Representations. I agree to execute any proper oath or verify any
proper document required to carry out the terms of this Agreement. I represent
that my performance of all the terms of this Agreement will not breach any
agreement to keep in confidence proprietary information acquired by me in
confidence or in trust prior to my employment by the Company. I hereby represent
and warrant that I have not entered into, and I will not enter into, any oral or
written agreement in conflict herewith.
11. Audit. I acknowledge that I have no reasonable expectation of privacy
in any computer, technology system, email, handheld device, telephone, or
documents that are used to conduct the business of the Company. As such, the
Company has the right to audit and search all such items and systems, without
further notice to me, to ensure that the Company is licensed to use the software
on the Company's devices in compliance with the Company's software licensing
policies, to ensure compliance with the Company's policies, and for any other
business-related purposes in the Company's sole discretion. I understand that I
am not permitted to add any unlicensed, unauthorized or non-compliant
applications to the Company's technology systems and that I shall refrain from
copying unlicensed software onto the Company's technology systems or using
non-licensed software or web sites. I understand that it is my responsibility to
comply with the Company's policies governing use of the Company's documents and
the internet, email, telephone and technology systems to which I will have
access in connection with my employment.
12. Arbitration and Equitable Relief.
A. Arbitration. IN CONSIDERATION OF MY EMPLOYMENT WITH THE COMPANY,
ITS PROMISE TO ARBITRATE ALL EMPLOYMENT-RELATED DISPUTES, AND MY RECEIPT OF THE
COMPENSATION, PAY RAISES AND OTHER BENEFITS PAID TO ME BY THE COMPANY, AT
PRESENT AND IN THE FUTURE, I AGREE THAT ANY AND ALL CONTROVERSIES, CLAIMS, OR
DISPUTES WITH ANYONE (INCLUDING THE COMPANY AND ANY EMPLOYEE, OFFICER, DIRECTOR,
SHAREHOLDER OR BENEFIT PLAN OF THE COMPANY IN THEIR CAPACITY AS SUCH OR
OTHERWISE), WHETHER BROUGHT ON AN INDIVIDUAL, GROUP, OR CLASS BASIS, ARISING OUT
OF, RELATING TO, OR RESULTING FROM MY EMPLOYMENT WITH THE COMPANY OR THE
TERMINATION OF MY EMPLOYMENT WITH THE COMPANY, INCLUDING ANY BREACH OF THIS
AGREEMENT, SHALL BE SUBJECT TO BINDING ARBITRATION IN MARICOPA COUNTY IN THE
STATE OF ARIZONA. DISPUTES WHICH I AGREE TO ARBITRATE, AND THEREBY AGREE TO
WAIVE ANY RIGHT TO A TRIAL BY JURY, INCLUDE ANY STATUTORY CLAIMS UNDER STATE OR
FEDERAL LAW, INCLUDING, BUT NOT LIMITED TO, CLAIMS UNDER TITLE VII OF THE CIVIL
RIGHTS ACT OF 1964, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE AGE
DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE OLDER WORKERS BENEFIT PROTECTION
ACT, THE SARBANES-OXLEY ACT, THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION
ACT, THE FAMILY AND MEDICAL LEAVE ACT, CLAIMS OF
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HARASSMENT, DISCRIMINATION AND WRONGFUL TERMINATION AND ANY STATUTORY CLAIMS. I
FURTHER UNDERSTAND THAT THIS AGREEMENT TO ARBITRATE ALSO APPLIES TO ANY DISPUTES
THAT THE COMPANY MAY HAVE WITH ME.
B. Procedure. I AGREE THAT ANY ARBITRATION WILL BE ADMINISTERED BY THE
AMERICAN ARBITRATION ASSOCIATION ("AAA") AND THAT THE NEUTRAL ARBITRATOR WILL BE
SELECTED IN A MANNER CONSISTENT WITH AAA'S NATIONAL RULES FOR THE RESOLUTION OF
EMPLOYMENT DISPUTES. I AGREE THAT THE ARBITRATOR SHALL HAVE THE POWER TO DECIDE
ANY MOTIONS BROUGHT BY ANY PARTY TO THE ARBITRATION, INCLUDING MOTIONS FOR
SUMMARY JUDGMENT AND/OR ADJUDICATION, MOTIONS TO DISMISS AND DEMURRERS, AND
MOTIONS FOR CLASS CERTIFICATION, PRIOR TO ANY ARBITRATION HEARING. I ALSO AGREE
THAT THE ARBITRATOR SHALL HAVE THE POWER TO AWARD ANY REMEDIES AVAILABLE UNDER
APPLICABLE LAW, AND THAT THE ARBITRATOR SHALL AWARD ATTORNEYS' FEES AND COSTS TO
THE PREVAILING PARTY EXCEPT AS PROHIBITED BY LAW. I UNDERSTAND THAT THE COMPANY
WILL PAY FOR ANY ADMINISTRATIVE OR HEARING FEES CHARGED BY THE ARBITRATOR OR AAA
EXCEPT THAT I SHALL PAY THE FIRST $125.00 OF ANY FILING FEES ASSOCIATED WITH ANY
ARBITRATION I INITIATE. I AGREE THAT THE ARBITRATOR SHALL ADMINISTER AND CONDUCT
ANY ARBITRATION IN A MANNER CONSISTENT WITH THE RULES AND THAT TO THE EXTENT
THAT THE AAA'S NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT DISPUTES CONFLICT
WITH THE RULES, THE RULES SHALL TAKE PRECEDENCE. I AGREE THAT THE DECISION OF
THE ARBITRATOR SHALL BE IN WRITING. I AGREE THAT ANY ARBITRATION UNDER THIS
AGREEMENT SHALL BE CONDUCTED IN MARICOPA COUNTY, ARIZONA.
C. Remedy. EXCEPT AS PROVIDED BY THE RULES AND THIS AGREEMENT,
ARBITRATION SHALL BE THE SOLE, EXCLUSIVE AND FINAL REMEDY FOR ANY DISPUTE
BETWEEN ME AND THE COMPANY. ACCORDINGLY, EXCEPT AS PROVIDED FOR BY THE RULES AND
THIS AGREEMENT, NEITHER I NOR THE COMPANY WILL BE PERMITTED TO PURSUE COURT
ACTION REGARDING CLAIMS THAT ARE SUBJECT TO ARBITRATION. NOTWITHSTANDING, THE
ARBITRATOR WILL NOT HAVE THE AUTHORITY TO DISREGARD OR REFUSE TO ENFORCE ANY
LAWFUL COMPANY POLICY, AND THE ARBITRATOR SHALL NOT ORDER OR REQUIRE THE COMPANY
TO ADOPT A POLICY NOT OTHERWISE REQUIRED BY LAW. NOTHING IN THIS AGREEMENT OR IN
THIS PROVISION IS INTENDED TO WAIVE THE PROVISIONAL RELIEF REMEDIES AVAILABLE
UNDER THE RULES.
D. Administrative Relief. I UNDERSTAND THAT THIS AGREEMENT DOES NOT
PROHIBIT ME FROM PURSUING AN ADMINISTRATIVE CLAIM WITH A LOCAL, STATE OR FEDERAL
ADMINISTRATIVE BODY. THIS AGREEMENT DOES, HOWEVER, PRECLUDE ME FROM PURSUING
COURT ACTION REGARDING ANY SUCH CLAIM.
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E. Voluntary Nature of Agreement. I ACKNOWLEDGE AND AGREE THAT I AM
EXECUTING THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE
BY THE COMPANY OR ANYONE ELSE. I FURTHER ACKNOWLEDGE AND AGREE THAT I HAVE
CAREFULLY READ THIS AGREEMENT AND THAT I HAVE ASKED ANY QUESTIONS NEEDED FOR ME
TO UNDERSTAND THE TERMS, CONSEQUENCES AND BINDING EFFECT OF THIS AGREEMENT AND
FULLY UNDERSTAND IT, INCLUDING THAT I AM WAIVING MY RIGHT TO A JURY TRIAL.
FINALLY, I AGREE THAT I HAVE BEEN PROVIDED AN OPPORTUNITY TO SEEK THE ADVICE OF
AN ATTORNEY OF MY CHOICE BEFORE SIGNING THIS AGREEMENT.
13. General Provisions.
A. Governing Law; Consent to Personal Jurisdiction. This Agreement
will be governed by the laws of the State of Arizona without giving effect to
any choice of law rules or principles that may result in the application of the
laws of any jurisdiction other than Arizona. To the extent that any lawsuit is
permitted under this Agreement, I hereby expressly consent to the personal
jurisdiction of the state and federal courts located in Arizona for any lawsuit
filed against me by the Company.
B. Entire Agreement. This Agreement, together with the Exhibits
herein, sets forth the entire agreement and understanding between the Company
and me relating to the subject matter herein and supersedes all prior
discussions or representations between us including, but not limited to, any
representations made during my interview(s) or relocation negotiations, whether
written or oral. No modification of or amendment to this Agreement, nor any
waiver of any rights under this Agreement, will be effective unless in writing
signed by the President of the Company and me. Any subsequent change or changes
in my duties, salary or compensation will not affect the validity or scope of
this Agreement.
C. Severability. If one or more of the provisions in this Agreement
are deemed void by law, then the remaining provisions will continue in full
force and effect.
D. Successors and Assigns. This Agreement will be binding upon my
heirs, executors, assigns, administrators and other legal representatives and
will be for the benefit of the Company, its successors, and its assigns. There
are no intended third party beneficiaries to this Agreement except as expressly
stated.
E. Waiver. Waiver by the Company of a breach of any provision of this
Agreement will not operate as a waiver of any other or subsequent breach.
F. Survivorship. The rights and obligations of the parties to this
Agreement will survive termination of my employment with the Company.
G. Signatures. This Agreement may be signed in two counterparts, each
of which shall be deemed an original, with the same force and effectiveness as
though executed in a single document.
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Date:
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Signature
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Name of Employee (typed or printed)
Witness:
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Signature
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Name (typed or printed)
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EXHIBIT A
LIST OF PRIOR INVENTIONS
AND ORIGINAL WORKS OF AUTHORSHIP
Identifying Number or
Title Date Brief Description
----- ---- ---------------------
___ No inventions or improvements
___ Additional Sheets Attached
Signature of Employee:
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Print Name of Employee:
-----------------------------
Date:
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EXHIBIT B
LIMELIGHT NETWORKS, INC.
TERMINATION CERTIFICATION
This is to certify that I do not have in my possession, nor have I failed
to return, any devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, drawings, blueprints, sketches, materials,
equipment, other documents or property, or reproductions of any aforementioned
items belonging to Limelight Networks, Inc., its subsidiaries, affiliates,
successors or assigns (together, the "COMPANY").
I further certify that I have complied with all the terms of the Company's
At Will Employment, Confidential Information, Invention Assignment, and
Arbitration Agreement signed by me, including the reporting of any inventions
and original works of authorship (as defined therein), conceived or made by me
(solely or jointly with others) covered by that agreement.
I further agree that, in compliance with the At Will Employment,
Confidential Information, Invention Assignment, and Arbitration Agreement, I
will preserve as confidential all Company Confidential Information and
Associated Third Party Confidential Information including trade secrets,
confidential knowledge, data or other proprietary information relating to
products, processes, know-how, designs, formulas, developmental or experimental
work, computer programs, data bases, other original works of authorship,
customer lists, business plans, financial information or other subject matter
pertaining to any business of the Company or any of its employees, clients,
consultants or licensees.
I also agree that for twelve (12) months from this date, I will not either
directly or indirectly solicit, induce, recruit or encourage any of the
Company's employees to leave their employment, or to enter into an employment,
consulting, contractor, or other relationship with any other person, firm,
business entity, or organization (including with myself).
After leaving the Company's employment, I will be employed by
_____________________ in the position of: ___________________________.
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Signature of employee
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Print name
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Date
Address for Notifications:
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EXHIBIT C
LIMELIGHT NETWORKS, INC.
CONFLICT OF INTEREST GUIDELINES
It is the policy of Limelight Networks, Inc. to conduct its affairs in
strict compliance with the letter and spirit of the law and to adhere to the
highest principles of business ethics. Accordingly, all officers, employees and
independent contractors must avoid activities which are in conflict, or give the
appearance of being in conflict, with these principles and with the interests of
the Company. The following are potentially compromising situations which must be
avoided. Any exceptions must be reported to the President and written approval
for continuation must be obtained.
1. Revealing confidential information to outsiders or misusing confidential
information. Unauthorized divulging of information is a violation of this policy
whether or not for personal gain and whether or not harm to the Company is
intended. (The At Will Employment, Confidential Information, Invention
Assignment, and Arbitration Agreement elaborates on this principle and is a
binding agreement.)
2. Accepting or offering substantial gifts, excessive entertainment, favors
or payments which may be deemed to constitute undue influence or otherwise be
improper or embarrassing to the Company.
3. Participating in civic or professional organizations that might involve
divulging confidential information of the Company.
4. Initiating or approving personnel actions affecting reward or punishment
of employees or applicants where there is a family relationship or is or appears
to be a personal or social involvement.
5. Initiating or approving any form of personal or social harassment of
employees.
6. Investing or holding outside directorship in suppliers, customers, or
competing companies, including financial speculations, where such investment or
directorship might influence in any manner a decision or course of action of the
Company.
7. Borrowing from or lending to employees, customers or suppliers.
8. Acquiring real estate of interest to the Company.
9. Improperly using or disclosing to the Company any proprietary
information or trade secrets of any former or concurrent employer or other
person or entity with whom obligations of confidentiality exist.
10. Unlawfully discussing prices, costs, customers, sales or markets with
competing companies or their employees.
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11. Making any unlawful agreement with distributors with respect to prices.
12. Improperly using or authorizing the use of any inventions which are the
subject of patent claims of any other person or entity.
13. Engaging in any conduct which is not in the best interest of the
Company.
Each officer, employee and independent contractor must take every necessary
action to ensure compliance with these guidelines and to bring problem areas to
the attention of higher management for review. Violations of this conflict of
interest policy may result in discharge without warning.
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