EXHIBIT 10.3
EMPLOYEE NON-COMPETITION, CONFIDENTIAL INFORMATION
AND WORK PRODUCT AGREEMENT
In consideration of my employment and the compensation paid to me by Xxxx.xxx
Inc., a Delaware corporation, or a subsidiary or other affiliate thereof
(Xxxx.xxx Inc. or any such subsidiary or other affiliate referred to herein
individually and collectively as "SOHU"), and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, I
agree as follows:
Exclusive Services; Non-Competition:
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(a) I agree to perform diligently all tasks assigned to me in the course of
my employment, including, but not limited to, any seconding of my
services to Beijing Sohu Information Technology Co. Ltd. ("Beijing
Sohu"). I agree that during the period of my employment I shall devote my
full time, skill, energy and efforts to SOHU and shall not participate,
directly or indirectly, in any capacity, in any business or activity that
is in competition with SOHU.
(b) During my employment with SOHU and for a period of one year after the
termination of my employment with SOHU for any reason (but, in any event,
for a period of not less than two years from the date of this Agreement),
I shall not, on my own behalf, or as owner, manager, stockholder (other
than as stockholder of less than 2% of the outstanding stock of a company
that is publicly traded or listed on a stock exchange), consultant,
director, officer or employee of or in any other manner connected with
any business entity, participate or be involved in any business of the
type and character of business in which SOHU or Beijing Sohu engages or
proposes to engage without the prior written authorization of SOHU.
(c) During my employment with SOHU and for a period of one year after the
termination of my employment with SOHU for any reason, I shall not,
either on my account or for the account of any person other than Sohu:
(i) solicit, induce, attempt to hire, or hire any employee of SOHU or
Beijing Sohu (or any other person who may have been employed by SOHU or
Beijing Sohu during the term of my employment with SOHU); (ii) solicit
business or relationship in competition with Sohu from any of SOHU's or
Beijing Sohu's customers, suppliers or partners or any other entity with
which SOHU or Beijing Sohu does business; (iii) assist in such hiring or
solicitation by any other person or business entity or encourage any such
employee to terminate his or her employment with SOHU or Beijing Sohu; or
(iv) encourage any such customer, supplier or partner or any other entity
to terminate its relationship with SOHU or Beijing Sohu.
Confidential Information: While employed by SOHU and thereafter, I shall not,
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directly or indirectly, use any Confidential Information (as hereinafter
defined) other than pursuant to my employment by and for the benefit of SOHU, or
disclose any such Confidential Information to anyone outside of SOHU whether by
private communication,
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public address, publication or otherwise or to anyone within SOHU who has not
been authorized to receive such information, except as directed in writing by an
authorized representative of SOHU.
"Confidential Information" means all trade secrets, proprietary information, and
other data and information, in any form, belonging to SOHU, Beijing Sohu or any
of their respective clients, customers, consultants, licensees or affiliates,
that is held in confidence by SOHU or Beijing Sohu. Confidential Information
includes, but is not limited to computer software, the structure of SOHU's
online directories and search engines, business plans and arrangements, customer
lists, marketing materials, financial information, research, and any other
information identified or treated as confidential by SOHU, Beijing Sohu or any
of their respective clients, customer, consultants, licensees or affiliates.
Notwithstanding the foregoing, Confidential Information does not include
information which SOHU has voluntarily disclosed to the public without
restriction, or which is otherwise known to the public at large.
Rights in Work Product: I agree that all Work Product ( as hereinafter defined )
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shall be the sole property of SOHU. The term "Work Product" as used throughout
this Agreement shall mean any and all discoveries, inventions, ideas, concepts,
research, trademarks, service marks, slogans, logos and information, processes,
products, techniques, methods and improvements or parts thereof conceived,
developed, or otherwise made by me alone or jointly with others during the
period of my employment with SOHU or during the twelve-month period next
succeeding the termination of my employment with SOHU, and in any way relating
to the present or proposed products, programs or services of SOHU or Beijing
Sohu, or to tasks assigned to me during the course of my employment, whether or
not patentable or subject to copyright or trademark protection, whether or not
reduced to tangible form or reduced to practice, whether or not made during my
regular working hours, whether or not made on SOHU premise. I agree that all
Work Product shall constitute work made for hire with respect to any copyright,
patents, trade secrets, trademarks and other proprietary rights I may have in
any Work Product and, therefore, the property of SOHU. I agree to waive, and
hereby waive and irrevocably assign to SOHU, all rights I may have in or to any
Work Product and, to the extent that such rights may not be waived or assigned,
I agree not to assert such rights against SOHU or its licensees, successors or
assigns.
Employee's Obligation to Disclose Work Product: I agree to disclose all Work
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Product to the appropriate individuals in SOHU as such Work Product is created
in accordance with the requirements of my job and as directed by SOHU.
Employee's Prior Obligations: I hereby certify that, except as set forth in
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Exhibit A to this Agreement, I have no continuing obligation to any previous
employer or other person or entity which requires me not to disclose any
information to SOHU.
Employee's Obligation to Cooperate: At any time during my employment with SOHU
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and thereafter upon the request or SOHU, I will execute all documents and
perform all
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lawful acts that SOHU considers necessary or advisable to secure its
rights hereunder and to carry out the intent of this Agreement. Without limiting
the generality of the foregoing, I agree to render to SOHU or its nominee all
reasonable assistance as may be required:
(a) In the prosecution or applications for letters patent, foreign and
domestic, or re-issues, extensions and continuations thereof;
(b) In the prosecution or defense of interferences which may be declared
involving any of said applications or patents;
(c) In any administrative proceeding or litigation in which SOHU may be
involved relating to any Work Product; and
(d) In the execution of documents and the taking of all other lawful acts
which SOHU considers necessary or advisable in creating and protecting
its copyright, patent, trademark, trade secret and other proprietary
right in any Work Products.
The reasonable out-of-pocket expenses incurred by me in rendering such
assistance at the request of SOHU will be reimbursed by SOHU. If I am no longer
an employee of SOHU at the time I render assistance at the request of SOHU, SOHU
will pay me a reasonable fee for my time.
Termination; Return of SOHU Property: Upon the termination of my employment with
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SOHU for any reason, or at any time upon SOHU's request, I will return to SOHU
all Work Product and Confidential Information and notes, memoranda, records,
customer lists, proposals, business plans and other documents, computer
software, materials, tools, equipment and other property in my possession or
under my control, relating to any work done for SOHU or Beijing Sohu, or
otherwise belonging to SOHU or Beijing Sohu, it being acknowledged that all such
items are the sole property of SOHU. Further, before obtaining my final
paycheck, I agree to sign a certificate stating the following:
"Termination Certificate
This is to certify that I do not have in my possession or custody, nor have I
failed to return, any Work Product or any notes, memoranda, records, customer
lists, proposals, business plans or other documents or any computer software,
materials, tools, equipment or other property (or copies of any of the
foregoing) belonging to SOHU or Beijing Sohu."
General Provisions:
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(a) This Agreement contains the entire agreement between me and SOHU with
respect to its subject matter, and may not be modified except by written
agreement signed by us.
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(b) This Agreement shall by governed and construed and enforced in accordance
with, the laws of the State of Delaware without giving effect to its
conflicts of laws rules, and shall be deemed to be effective as of the
first day of my employment with SOHU.
(c) In the event that any provision of this Agreement shall be determined by
any court of competent jurisdiction to be unenforceable by reason of its
extending for too great a period of time or over too large a geographic
area or over too great a range of activities, it shall be interpreted to
extend only over the maximum period of time, geographic area or range of
activities as to which it may be enforceable.
(d) If, after application of paragraph (c) above, any provision of this
Agreement shall be determined to be invalid, illegal or otherwise
unenforceable by any court of competent jurisdiction, the validity,
legality and enforceability of the other provisions of this agreement
shall not be affected thereby. Any invalid, illegal or unenforceable
provision of this Agreement shall be severed, and after any such
severance, all other provisions hereof shall remain in full force and
effect.
(e) SOHU and I agree that either of us may overlook violations of any part of
this Agreement without waiving the right in the future to insist on
strict compliance with all or parts of this Agreement.
(f) My obligations under this Agreement shall survive the termination of my
employment with SOHU regardless of the manner of or reasons for such
termination, and regardless of whether such termination constitutes a
breach of any other agreement I may have with SOHU. My obligations under
this Agreement shall be binding upon my heirs, executors and
administrators, and the provisions of this Agreement shall inure to the
benefit of the successors and assigns of SOHU.
(g) I acknowledge and agree that violation of this Agreement by me would
cause irreparable harm to SOHU not adequately compensable by money
damages, and I therefore agree that, in addition to all other remedies
available to SOHU at law, in equity or otherwise, SOHU shall be entitled
to injunctive relief to prevent an actual or threatened violation of this
Agreement.
(h) I consent to jurisdiction and venue in any state or federal court in the
State of Delaware for the purposes of any action relation to or arising
out of this Agreement or any breach or alleged breach thereof, and to
service of process in any such action by certified or registered mail,
return receipt requested.
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IN WITNESS WHEREOF, the undersigned Employee and the Company have executed this
Agreement.
Date:
Signature of Employee: Xxxx.xxx Inc.
___________________________ By: ________________________
Name:
Printed name of employee: Title:
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