EXHIBIT 10.5(b)
TERMS OF EMPLOYMENT FOR KEY EMPLOYEES
THIS AGREEMENT is a legally binding contract between H-Quotient, Inc., its
affiliates and its subsidiaries (collectively "IHS"), as employer, and as a key
employee of IHS. This Agreement is intended to protect important interests of
IHS, particularly valuable technology and business interests that IHS has
acquired over the years. In addition, this Agreement is intended to provide a
way for IHS to prevent unfair competition in its industry. It is hoped that in
the long run the terms of this Agreement will be a benefit, rather than a
burden, to all personnel by protecting the welfare and success of IHS as a
leader in its industry and in its community.
IHS believes that the terms of this Agreement are fair and reasonable. The
continuance of your employment and the willingness of IHS to grant you access to
its trade secrets and business information are contingent upon your entering
into this Agreement.
Nothing in this Agreement should be construed as a guarantee that your
employment will continue for any specific period of time. Unless otherwise
agreed in writing, either party may terminate employment at any time without
cause, and IHS reserves the right to change the terms of compensation or to
reassign employees to any area at any time.
1. SCOPE OF DUTIES
While I am employed by IHS, I will devote my full business time,
attention, skill and effort exclusively to the performance of the
duties that IHS may assign to you from time to time. During my
employment, I will not engage in any activities or render any services
of a business or commercial nature for anyone other than IHS that could
be construed as competitive activities with IHS, unless I have obtained
advance approval in writing from my direct supervisor.
2. OWNERSHIP OF INVENTIONS AND OTHER DEVELOPMENTS
IHS shall be entitled to own and control all proprietary technology and
all financial, operating and training ideas, processes and materials,
including works of expression and all copyrights in such works, that
are developed, written or conceived by me during employment to the
extent that they relate to IHS's current or potential business.
Accordingly, I will disclose, deliver and assign to IHS all such
patentable inventions, discoveries and improvements; trade secrets; and
all works subject to copyright, and I agree to execute all documents,
patent applications and arrangements to further document such ownership
and/or assignment and to take whatever other steps may be needed to
give IHS the full benefit of them.
I specifically agree that all copyrightable materials generated or
developed under this Agreement, including but not limited to computer
programs and documentation, shall be considered works made for hire
under the copyright law of the United States and that they shall, upon
creation, be owned exclusively by IHS. To the extent that any such
materials, under applicable law, may not be considered works made for
hire, I hereby assign to IHS the ownership of all copyrights in such
materials, without the necessity of any further consideration, and IHS
shall be entitled to register and hold in its own name all copyrights
in respect of such materials.
3. CONFIDENTIALITY OF TRADE SECRETS AND BUSINESS INFORMATION
3.1 I acknowledge that during the course of my employment I may obtain
access to trade secrets and confidential business information of IHS.
Under the law, a trade secret is a type of intangible property, and its
theft is a crime in most states. A trade secret generally consists of
valuable, secret information or ideas that IHS collects or uses in
order to keep a competitive edge. Examples of trade secrets are system
design, program Materials (including source and object code and system
and user documentation), operating processes, equipment design, product
specifications and any other proprietary technology. Confidential
business information, which IHS also treats as proprietary, consists of
all other competitively sensitive information kept in confidence by
IHS. Examples of confidential business information are selling and
pricing information and procedures, customer lists, business and
marketing plans, and internal financial statements.
3.2 I agree not to use or disclose any trade secrets of IHS at any time
except as necessary to perform my duties for IHS. I also agree not to
use or disclose any confidential business information until 3 years
after the termination of my employment, except as necessary to perform
my duties for IHS. These restrictions do not apply to any information
generally available to the public or any information properly obtained
from a completely independent source.
4. TERMINATION OF EMPLOYMENT
4.1 At the time my employment is terminated, I will participate in an exit
interview conducted by a Personnel Officer for the purpose of
finalizing any remaining issues and assuring a proper transition.
4.2 On or before the termination of my employment, I will return all
records, materials and other physical objects relating to my
employment, including tools, documents, papers, computer .software and
passwords and other identification materials. This obligation applies
to all materials relating to the affairs of IHS or any of its
customers, clients, or agents that may be in my possession or control.
5. PROHIBITION AGAINST COMPETITIVE ACTIVITIES AFTER EMPLOYMENT
5.1 I agree that for a period of one (1) year subsequent to termination of
my employment with IHS, I will not without prior written consent of
IHS, within the territorial United States, engage in the business of
the installation, maintenance, enhancement, modification, or support of
IHS proprietary software or any computer programs ancillary thereto or
used in conjunction therewith.
5.2 I further agree that for a period of two (2) years after the
termination of my employment, howsoever brought about, I will not (1)
directly or indirectly induce any customers of IHS to patronize any
business entity which directly competes with the business conducted by
IHS,- (2) canvass or solicit any such business any customers of IHS,
(3) directly or indirectly request or advise any customers of IHS to
withdraw, curtail or cancel such customer's business with IHS,- or
provide the names or addresses of any IHS customers.
6. PROHIBITION AGAINST UNFAIR RECRUITING PRACTICES
6.1 I agree to notify my direct supervisor if I am contacted by a
competitor of IHS for the purpose of having me accept a job involving
Prohibited Activities as specified above at any time during my
employment
6.2 During my employment and for two years afterwards, I will not solicit
or recruit any other people who are then employees of IHS, for the
purpose of encouraging them to join in any other business activity or
enterprise whatsoever, if I became acquainted with those people or
worked with them in connection with my employment with IHS.
7. OTHER TERMS
7.1 The terms of this Agreement shall survive termination of employment.
7.2 If any term of this Agreement is found to be unlawful or unenforceable
in any respect, the courts shall enforce such term, in whole or in
part, and all other terms of this Agreement, to the fullest extent
possible.
7.3 Irreparable harm should be presumed if this Agreement is breached in
any way. Damages would be difficult if not impossible to ascertain, and
the faithful observance of all terms of this Agreement is an essential
condition to employment with IHS. Furthermore, this Agreement is
intended to protect the proprietary rights of IHS in important ways,
and even the threat of any misuse of the technology of IHS would be
extremely harmful because of the importance of that technology. In the
light of these considerations, I agree that a court of competent
jurisdiction should immediately enjoin any breach of this Agreement,
upon IHS's request, and IHS is released from the requirement of posting
any bond in connection with temporary or interlocutory injunctive
relief, to the extent permitted by law.
This Agreement shall be governed by and enforced under the laws of the State of
Delaware.
I ACKNOWLEDGE THAT, BEFORE SIGNING THIS AGREEMENT I WAS GIVEN AN OPPORTUNITY TO
READ IT, EVALUATE IT AND DISCUSS IT WITH MY PERSONAL ADVISORS AND WITH
REPRESENTATIVES OF IHS.
IN WITNESS WHEREOF, IHS has caused this Employee Nondisclosure Agreement to be
signed by one of its authorized officers, and Employee has signed this Agreement
as of the date first above written.
EMPLOYEE H-QUOTIENT, INC.
----------------------------- By:
Signature ---------------------------------
Title:
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Date: Date:
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