EXHIBIT 10.41
EMPLOYEE AGREEMENT ON
IDEAS, INVENTIONS AND CONFIDENTIAL INFORMATION
This EMPLOYEE AGREEMENT ON IDEAS, INVENTIONS AND
CONFIDENTIAL INFORMATION (the "Agreement") is made and entered into as of July
20, 1998 by and between LCC International Inc., a Delaware corporation with
principal offices located at 0000 Xxxxx Xxxxxx Xxxxx, XxXxxx, XX 00000
(together with its parent, subsidiaries or any other affiliate, "Employer"),
and the undersigned employee of Employer ("Employee").
WHEREAS, Employer is employing Employee in a position of
trust and confidence; and
WHEREAS, in consideration of and as a condition to Employer
's employment of Employee, the parties desire to set forth in writing their
agreement with respect to the matters set forth below;
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Nondisclosure and Confidentiality
1.1 Definition. As used herein, the term "Confidential
Information" shall mean all information or materials of a confidential or
proprietary nature which Employee receives during the course of his or her
employment with Employer or through the use of any of Employer 's facilities
or resources, including, without limitation, the following:
(a) All information or materials relating to
any software program, hardware product or other product of Employer,
including, without limitation, source and object codes, algorithms,
schematics, flowcharts, logic diagrams, designs, coding sheets, techniques,
specifications, technical information, test data, know-how, worksheets and
related documentation and manuals;
(b) All information or materials relating to
the consulting, engineering and/or other services provided by Employer,
including, without limitation, techniques, methodologies, know-how,
instruction booklets, course materials, printouts, presentation materials,
training aids and related documentation and manuals;
(c) All information or materials relating to
the business or operations of Employer, including, without limitation,
business plans and strategies, financial information, marketing plans and
studies, pricing practices, quoting procedures, computer system passwords and
employee records;
(d) All other information or materials
relating to the business or activities of Employer which are not generally
known to the public (including any information that is marked "Confidential"
or "Proprietary"); and
(e) All information or materials received by
Employer from any third party subject to a duty to maintain the
confidentiality thereof and to use such information or materials only for
certain limited purposes.
1.2 Nondisclosure of Confidential Information. Employee
acknowledges that in the course of his or her employment with Employer ,
Employee will have access to Confidential Information. During Employee's
employment with Employer and following the termination of such employment,
Employee: (i) shall treat all Confidential Information as strictly
confidential; (ii) shall use and/or make copies of Confidential Information
only as authorized by Employer within the scope of Employee's employment with
Employer; (iii) shall not, directly or indirectly, disclose or reveal any
Confidential Information to any third party without Employer's prior written
consent; (iv) shall not submit any writing for publication or deliver any
speech which contains any Confidential Information without Employer 's prior
written consent; (v) shall take all reasonable precautions to prevent the
inadvertent or accidental disclosure of any Confidential Information.
1.3 Return of Confidential Information. Employee
agrees to return all Confidential Information in his or her possession
(including any copies thereof) immediately: (i) upon the termination of
Employee's employment with Employer or (ii) at any time upon Employer's
request.
1.4 Information of Third Parties. Employee hereby
represents that neither the performance of his or her obligations hereunder
nor the performance of his or her employment duties to Employer will breach
the terms of any contract or agreement to which Employee is a party,
including, without limitation, any agreement to keep in confidence the
confidential or proprietary information of any prior employer of Employee.
Employee shall not, during the term of his or her employment with Employer or
thereafter, disclose to Employer or otherwise use in an unauthorized manner
any confidential or proprietary information of any third party, including any
prior employer of Employee.
2. Inventions.
2.1 Definitions.
2.1.1 As used herein, the term "Inventions"
means any invention, idea, improvement, process, design, software program
code, logic
diagrams, flow charts, decision charts, drawings, procedural diagrams, coding
sheets, documentation manuals, technique, configuration, methodology,
know-how, original work of authorship or other innovation or writing of any
kind (whether or not patentable, copyrightable or subject to other legal
protection) made, developed, conceived of or reduced to practice by Employee,
either alone or jointly with others, during the term of Employee's employment
with Employer (whether or not made, developed, conceived or reduced to
practice during Employee's normal working hours or while at Employer's
offices) which: (i) results from any work performed by Employee for Employer;
(ii) relates to Employer's business or its research and development
activities; or (iii) is made with or using Employer's equipment, supplies,
facilities or Confidential Information.
2.1.2 As used herein, the term "Prior Invention"
means any invention, idea, improvement, process, design, software program
code, logic diagrams, flow charts, decision charts, drawings, procedural
diagrams, coding sheets, documentation manuals, technique, configuration,
methodology, know-how, original work of authorship or other innovation or
writing of any kind (whether or not patentable, copyrightable or subject to
other legal protection) made, developed, conceived of or reduced to practice
by Employee, either alone or jointly with others, prior to his or her
employment with Employer .
2.2 Disclosure of Inventions: Assignment. Employee
hereby agrees: (i) to disclose all Inventions in writing to Employer and (ii)
that all Inventions, including without limitation any copyrights on any
Invention, are and shall be the sole and exclusive property of Employer,
whether as "works for hire" or otherwise. Employee hereby irrevocably assigns
and transfers to Employer all Employee's right, title and interest in and to
any and all Inventions and the ownership of any copyright in such Inventions
(whether published on unpublished). Employee agrees not to disclose any
Invention to any third party without Employer's prior written consent.
Employee agrees, at Employer's request (whether during or after the term of
Employee's employment with Employer ) and at its expense: (i) to execute
specific assignments in favor of Employer with respect to any Invention and
(ii) to execute such documents and perform such lawful actions as Employer
deems necessary to advisable in order to enable Employer to procure, maintain
and/or enforce any patent, copyright, trademark or other legal protection
(whether in the United States or in any foreign country) relating to any
Invention.
2.3 Moral Rights. Employee hereby irrevocably and
forever waives and agrees never to assert any moral rights which Employee may
have in any Invention (including, without limitation, any right of paternity
or integrity, any right to claim authorship of such Invention, any right to
object to any distortion, mutilation or modification of such Invention or any
similar right, whether existing under any United States or any foreign law).
2.4 Prior Inventions. All Prior Inventions shall be
excluded from the scope of this Agreement. Attached hereto as Exhibit A is a
list of all Prior Inventions which relate in any manner to Employer 's
business. Employee hereby represents that such list is complete and that, if
no such list is attached, Employee has no such Prior Inventions.
3. Other Obligations
3.1 Nonsolicitation. Employee acknowledges that
Employer has expended substantial effort and expense to recruit and train its
employees, and that such employees are of vital importance to Employer and its
business success. Employee therefore agrees that during the term of his or her
employment with Employer and for a period of twelve (12) months following the
termination of such employment, Employee shall not, directly, indirectly or in
conjunction with any other person, solicit, retain, attempt to employ or
employ any employee of Employer.
3.2 Noncompetition. Employee agrees that during the
term of his or her employment with Employer, and for a period of twelve (12)
months (the "Post-Employment Period") following the termination of such
employment (except as provided below), Employee shall not (a) solicit, attempt
to divert or divert the business of any customer of Employer; or (b) engage in
any activity, directly or indirectly (whether as an employee, owner,
consultant, agent or otherwise), involving: (i) the provision of program
management and/or network deployment services (including, without limitation,
site acquisition, construction, or construction management services) of the
type generally offered by Employer, (ii) the provision of radio frequency
engineering services of the type generally offered by Employer, (iii) the
management, construction or leasing of telecommunications towers, or (iv) the
provision of outsourcing services in the telecommunications industry of the
type offered by Employer. The foregoing restriction shall be limited as
follows: (a) it will apply only to the extent that the prohibited activities
are undertaken within the same geographical area that Employer markets or
provides competing services, (b) the Employee shall be released from such
restriction in the event his employment is terminated by the Company other
than for "cause," as that term is defined in Section 1.2 of that certain
Redemption Agreement between Xxxx Telecommunication Services, L.L.C., Castle
Rock Telecommunications Co., L.L.C., and LCC International, Inc., dated as of
June 29, 1998, and (c) it will not apply if the Employee voluntarily
terminates his employment with Employer; provided, however, that the foregoing
restriction shall remain in effect for the Post-Employment Period so long as
the Employer continues to pay Employee's salary and benefits after the
Employee ceases to be employed by the Employer; provided, however, that in the
event Employer should elect to discontinue paying Employee's salary and
benefits pursuant to this clause (c), Employer shall give Employee notice of
such discontinuance no later than sixty days prior to the effective time of
such discontinuance.
3.3 Computer Security. During the term of Employee's
employment with Employer, Employee shall use Employer 's computer resources
(whether on or off the premises of Employer ) only to the extent authorized by
Employer. Employee agrees to comply with all Employer policies and procedures
relating to computer security.
4. Nature of Relationship.
4.1 "At-Will Employment". Nothing herein shall be
construed as constituting an agreement, understanding or commitment of any
kind that Employer shall continue to employ Employee for any specific period
of time, nor shall this Agreement limit in any way Employer 's right to
terminate Employee's employment at any time for any reason whatsoever.
Employee acknowledges and agrees that his or her employment with Employer is
and shall be "at-will". Without limiting the generality of the foregoing,
Employee acknowledges that he or she will be subject to immediate dismissal
for any breach of this Agreement.
5. General
5.1 Injunctive Relief. Employee acknowledges that, in
the event of any breach of this Agreement by Employee, the extent of Employer
's damages would be difficult or impossible to ascertain, Employer 's business
interests would be irreparably injured, and there would be available to
Employer no adequate remedy at law. Employee therefore agrees that in the
event of any such breach, Employer will be entitled to enforce this Agreement
by any injunction or other equitable relief, without the necessity of posting
any bond or other security (which is hereby expressly waived by the Employee),
in addition to any other relief to which Employer may be entitled.
5.2 Entire Agreement. This Agreement constitutes the
entire agreement between Employer and Employee regarding the subject matter
hereof. All prior or contemporaneous agreements, proposals, understandings
and/or communications between Employer and Employee, whether written or oral,
regarding the subject matter hereof are hereby supersede by and merged into
this Agreement. This Agreement may only be a written agreement signed by both
Employer and Employee.
5.3 Severability. In the event any one or more of the
provisions of this Agreement shall for any reason be held to be invalid,
illegal or unenforceable in any respect, the remaining provisions of this
Agreement shall be enforceable to the maximum extent possible. Employer and
Employee specifically agree that if any term of Section 3.2 hereof is for any
reason held to be excessively broad in scope, such term shall be construed in
a manner to enable it to be enforced to the maximum extent possible.
5.4 Arbitration. Any controversy or claim arising our
of or relating to this Agreement, the breach or interpretation thereof or
Employee's employment with Employer shall be settled by arbitration in McLean,
Virginia in accordance with the then prevailing rules of the American
Arbitration Association, and judgment upon the award shall be final,
conclusive and binding. All costs of arbitration shall be borne by the losing
party, unless the arbitrators decide such costs should be allocated between
the parties in particular proportions. Notwithstanding the foregoing, Employer
shall be entitled to seek injunctive or other equitable relief pursuant to the
provisions of Section 5.1 hereof in any federal or state court having
jurisdiction.
5.5 Governing Law: Attorney's Fees. This Agreement
shall be governed by and construed in accordance with the laws of the
Commonwealth of Virginia, without regard to principles of conflicts of law. In
the event it is necessary to retain the services of legal counsel in
connection with any controversy or claim arising hereunder, the prevailing
party shall be entitled to reimbursement of its reasonable attorney's fees and
costs of suit.
5.6 Waiver. The waiver of the breach of any provision
hereof shall not operate or be construed as a waiver of any prior or
subsequent breach of the same or any other provision hereof.
5.7 Binding Effect. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first set forth above.
XXXXXXX X. XXXXXXX:
I HAVE READ THIS AGREEMENT
AND UNDERSTAND ITS TERMS. LCC INTERNATIONAL, INC.
By:
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Signature
Its:
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Print Name
