EXHIBIT 10.13
EMPLOYEE INVENTIONS, CONFIDENTIALITY AND
NONCOMPETE AGREEMENT
This Agreement ("Agreement") is entered into effective as of the 14th day
of April, 1997, between RSI Systems, Inc., a Minnesota corporation (the
"Company") and ___________ ("Employee").
WHEREAS, the Company desires to obtain reasonable protection against
unfair competition and reasonable protection of it's proprietary and
confidential trade secrets, inventions and other business information that have
been or will be developed and acquired at substantial expense; and
WHEREAS, as a condition to the employment of the Employee by the Company,
and for other good and valuable consideration, including the grant of options to
purchase shares of capital stock of the Company, the Employee has agreed to be
bound by the terms and conditions of this Agreement in connection with the
Employee's employment relationship with the Company;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:
1. Inventions.
(a) "Inventions," as used in this Section 1, means any discoveries,
improvements and ideas (whether or not they are in writing or reduced to
practice) or works of authorship (whether or not they can be patented or
copyrighted) that the Employee makes, authors, or conceives (either alone
or with others) and that:
(i) concern directly the Company's business or the Company's
present or demonstrably anticipated future research or development;
(ii) result from any work the Employee performs for the
Company;
(iii) use the Company's equipment, supplies, facilities or
trade secret information; or
(iv) the Employee develops during the time the Employee is
performing employment duties for the Company.
(b) The Employee agrees that all Inventions made, authored or
conceived by the Employee during the term of the Employee's employment
with the Company will be the Company's sole and exclusive property. The
Employee will, with respect to any Invention:
(i) keep current, accurate, and complete records, which will
belong to the Company and will be kept and stored on the Company's
premises while the Employee is employed by the Company;
(ii) promptly and fully disclose the existence and describe
the nature of the Invention to the Company in writing (and without
request);
(iii) assign (and the Employee does hereby assign) to the
Company all of the Employee's rights to the Invention, any
applications the Employee makes for patents or copyrights in any
country, and any patents or copyrights granted to the Employee in
any country; and
(iv) acknowledge and deliver promptly to the Company any
written instruments, and perform any other acts necessary in the
Company's opinion to preserve property rights in the Invention
against forfeiture, abandonment or loss and to obtain and maintain
letters patent and/or copyrights on the Invention and to vest the
entire right and title to the Invention in the Company.
The requirements of this subsection 1(b) do not apply to an Invention for
which no equipment, supplies, facility or trade secret information of the
Company was used and which was developed entirely on the Employee's own
time, and (1) which does not relate directly to the Company's business or
to the Company's actual or demonstrably anticipated research or
development, or (2) which does not result from any work the Employee
performed for the Company. With respect to any obligations performed by
the Employee under this subsection 1(b) following termination of
employment, the Company will pay the Employee reasonable hourly
compensation (consistent with the last base salary) and will pay or
reimburse all reasonable out-of-pocket expenses.
2. Confidential Information.
(a) "Confidential Information," as used in this Section 2, means
information that is not generally known and that is proprietary to the
Company or that the Company is obligated to treat as proprietary.
Confidential Information includes trade secrets, confidential or secret
designs, processes, formulas, plans, devices or material (whether or not
patented or patentable) directly or indirectly useful in any aspect of the
business of the Company, any customer, client, prospective customer,
prospective client or supplier lists, any confidential or secret
development or research work of the Company, or any other Confidential
Information or secret aspects of the business of the Company. Confidential
Information includes any information that the Employee reasonably
considers Confidential Information, or that the Company treats as
Confidential Information (whether the Employee or others originated it and
regardless of how the Employee obtained it).
(b) Except as specifically authorized by an authorized officer of
the Company or by written Company policies, the Employee will never,
either during or after the Employee's employment by the Company, use or
disclose Confidential
Information to any person not authorized by the Company to receive it.
When the Employee's employment with the Company ends, the Employee will
promptly deliver to the Company all records and any compositions,
articles, devices, apparatus and other items that disclose, describe or
embody Confidential Information, including all copies, reproductions and
specimens of the Confidential Information in the Employee's possession,
regardless of who prepared them, and will promptly deliver any other
property of the Company in the Employee's possession, whether or not
Confidential Information.
3. Competitive Activities. The Employee agrees that during the term of the
Employee's employment with the Company and for a period of one year after the
Employee's employment with the Company ends:
(a) The Employee will not alone, or in any capacity with another
firm:
(i) directly or indirectly own, manage, operate, control, be
employed by, participate in or be connected in any manner with the
ownership, management, operation or control of any business that
competes with the Company's business as the Company has conducted it
during the five years before the Employee's employment with the
Company ends, within any state in the United States or within any
country in which the Company directly or indirectly markets or
services products or provides services;
(ii) in any way interfere or attempt to interfere with the
Company's relationships with any of its current or potential
customers; or
(iii) employ or attempt to employ any of the Company's then
employees on behalf of any other person or entity competing with the
Company.
(b) The provisions of this Section 3 shall not prevent the Employee
from seeking employment which would be competitive during such one-year
period so long as such employment commences after the expiration of such
period. The Employee agrees to provide a copy of this Agreement to any
employer with which the Employee accepts employment during the term of the
covenant not to compete set forth above, whether or not the Employee
believes that any such other employment may be in violation of this
Agreement.
4. Specific Enforcement. The Employee understands that if the Employee
fails to fulfill the Employee's obligations under this Agreement, the damages to
the Company would be very difficult to determine. Therefore, in addition to any
other rights or remedies available to the Company at law, in equity, or by
statute, the Employee hereby consents to the specific enforcement of this
Agreement by the Company through an injunction or restraining order issued by an
appropriate court.
5. Miscellaneous.
(a) Modification. This Agreement may be modified or amended only by
a writing signed by both the Company and the Employee.
(b) Governing Law. The laws of Minnesota will govern the validity,
construction and performance of this Agreement. Any legal proceedings
related to this Agreement will be brought in an appropriate Minnesota
court, and both the Company and the Employee hereby consent to the
exclusive jurisdiction of that court for this purpose.
(c) Construction. Wherever possible, each provision of this
Agreement will be interpreted so that it is valid under the applicable
law. If any provision of this Agreement is to any extent invalid under the
applicable law, that provision will still be effective to the extent it
remains valid. The remainder of this Agreement also will continue to be
valid, and the entire Agreement will continue to be valid in other
jurisdictions.
(d) Waivers. No failure or delay by either the Company or the
Employee in exercising any right or remedy under this Agreement will waive
any provision of the Agreement. Nor will any single or partial exercise by
either the Company or the Employee of any right or remedy under this
Agreement preclude either of them from otherwise or further exercising
these rights or remedies, or any other rights or remedies granted by any
law or any related document.
(e) Captions. The headings in this Agreement are for convenience
only and do not affect this Agreement's interpretation.
(f) Notices. All notices and other communications required or
permitted under this Agreement shall be in writing and sent by registered
first-class mail, postage prepaid, and shall be effective five days after
mailing to the addresses stated at the beginning of this Agreement. These
addresses may be changed at any time by like notice.
IN WITNESS WHEREOF, the Company and the Employee have executed this
Agreement as of the date first above written.
RSI SYSTEMS, INC. EMPLOYEE
By________________________________ ___________________________________
(Signature)
Its_______________________________ ___________________________________
(Print Name)
I have received a copy of this Agreement
________________________________________
Employee
Date____________________________________
