ACTIVE VOICE, INC
EMPLOYMENT AGREEMENT
AGREEMENT entered into this 22nd day of March, 1991 by and between Active
Voice Inc., a Washington corporation (hereinafter "Employer") and ▇▇▇▇▇▇
▇▇▇▇▇▇▇ (hereinafter "Employee"). The terms of this Employment Agreement are
set out below as agreed upon between the parties hereto.
Therefore, it is agreed as follows:
1. EMPLOYMENT AND TITLE.
The Employer hereby employs the Employee, and the Employee hereby
accepts employment, upon the terms and conditions hereinafter set forth.
2. TERM.
This Agreement shall remain in effect for an initial term of one
year, and shall be automatically renewed for succeeding terms of one year,
unless terminated pursuant to Paragraph 7 hereof. During the term of this
Agreement, Employee shall devote his/her full time and attention and his/her
best efforts to the conduct of business of the Employer. Full time shall be
defined as at least forty (40) hours per week.
3. COMPENSATION.
For all services rendered by the Employee under this agreement, the
Employer shall pay the Employee a salary of $42,000.00 per year. The
compensation paid to the Employee, including commissions, incentives, or
other benefits, may be increased by the President. Any such additional
compensation must be agreed to in writing.
4. DUTIES.
The Employee will perform all Customer Engineering manager duties
services as requested by the Employer.
5. EXPENSES.
Subject to the written consent of the Employer, the Employee is
authorized to incur reasonable expenses for promoting the business of the
Employer, including expenses for entertainment, travel, and similar items.
The written consent of the Employer shall not be required with regard to
incidental expenses of a minor nature incurred by the Employee in the course
of his/her duties for the Employer, in which case oral consent shall be
sufficient. The Employer will reimburse the Employee for all such expenses
upon the presentation by the Employee from time to time of an itemized
account of such expenditures.
6. MEDICAL AND DENTAL INSURANCE.
The Employee shall be entitled to coverage under the Employer's
group medical and dental insurance policies. To the extent that the Employee
is not covered under such policies, the Employer shall pay an equivalent
amount to a plan selected by the Employee.
7. TERMINATION.
This Agreement shall be terminated upon the occurrence of any one
of the following events:
7.1 the death of Employee;
7.2 mutual agreement to termination in writing between Employer and
Employee.
7.3 forty-five (45) days' written notice of termination given by
Employee to Employer;
7.4 the determination by Employer's President to terminate Employee,
with or without cause, giving Employee not less than thirty (30) days' written
notice if without cause.
In event of such a termination, Employee shall continue to render services to
Employer and shall be paid his/her regular compensation up to the date of
termination.
8. VENUE AND JURISDICTION.
This Agreement has been entered into for employment in the State of
Washington, and shall be governed by the laws of the State of Washington. In
the event that any dispute arises between the parties, the parties agree that
venue and jurisdiction shall be placed with and in King County, Washington
and that the prevailing party shall be entitled costs and actual attorneys'
fees, including those incurred on appeal.
9. WAVER OF BREACH.
The waiver by the Employer of a breach of any provision of the
Agreement by the Employee shall not operate or be construed as a waiver of
any subsequent breach by the Employee.
10. SEVERABILITY.
The invalidity or unenforceability of any provision hereof shall in
no way affect the validity or enforceability of any other provision.
11. NOTICES.
Any demand, request or notice which either party hereto desires or
may be required to make or deliver to the other shall be in writing and shall
be deemed delivered when personally delivered or three days after being
deposited in the United States mail, postage prepaid, in registered or
certified form, addressed 1) in the case of Employee, to his/her last known
address, and 2) in the case of the Employer, to its principal place of
business.
12. BINDING EFFECT.
This Agreement shall bind the parties hereto and their heirs,
executors, administrators, successors and assigns.
13. COMPLETE AGREEMENT.
This Agreement contains the entire agreement between the parties
relating to the subject matter hereof and no modification of this agreement
shall be valid unless made in writing and signed by the parties hereto.
EMPLOYER
--------
ACTIVE VOICE INC.
BY /s/▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------
04/1/91
---------------------------------
Date
EMPLOYEE
--------
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
3/25/91
---------------------------------
Date
ACTIVE VOICE, INC.
PROPRIETARY RIGHTS AGREEMENT
In consideration of my employment by Active Voice, Inc. ("Active Voice")
or my continued employment at will by Active Voice, whether as a regular
employee or an independent contractor, and the payment to me of salary or
other compensation, including deferred compensation, that I shall receive
during my employment, I agree as follows:
1. CONFIDENTIALITY.
1.1 I will not, without Active Voice's prior written permission,
disclose to anyone outside of Active Voice or use in other than Active
Voice's business, either during or after my employment, any confidential
information or material of Active Voice or any information or materials
received in confidence from third parties by Active Voice. I will presume,
until the information is five years old, that the following types of
information are all confidential except information that has clearly been
made available generally to the public: source code, product designs and
methods of operation, product and business plans, and identities of Active
Voice's customers and suppliers.
1.2 If I leave the employ of Active Voice, I will return all
property of Active Voice in my possession, including all confidential
information or materials such as drawings, notebooks, reports and other
documents.
1.3 Confidential information or material of Active Voice is any
information or material: (a) generated or collected by or used in the
operations of Active Voice that relate to the actual or anticipated business
or research and development of Active Voice, or (b) suggested by or resulting
from any task assigned to me or work performed by me for or on behalf of
Active Voice, and which has not been made available generally to the public.
1.4 Because a breach of this provision may cause irreparable harm
to Active Voice with no adequate remedy, this provision may be enforced by
court order.
2. NON-COMPETITION.
2.1 To ensure that no confidential information of Active Voice is
improperly used or disclosed, I will not, during the term of my employment
and for a period of six months following termination, assist any other
company, whether as owner, shareholder, director, employee, contractor, or
volunteer, which is developing or marketing any computer software or
software controlled hardware designed for use in conjunction with telephone
systems for the following purposes: voice recording or playback, call
accounting, general purpose microcomputer connected to and communicating with
a PBX.
2.2 Examples of companies which are currently proscribed include:
Applied Voice Technology, Panoply, Octel, Mitel, Dytel, VMX, Advanced Voice
Technology, Boston Technology, AT&T, Rolm, Unisys, Wang, NEC, Dictaphone,
Siemens, Northern Telecom, and Brooktrout.
3. CONFIDENTIALITY DUTIES TO OTHERS.
3.1 I will not disclose to Active Voice, use in its business, or
cause it to use, any information or material which is confidential to others.
3.2 I do not have in my possession or control any documents or
other materials containing confidential information of my former employers
which might be considered to be of interest to Active Voice.
3.3 On the last page of this Agreement I have listed and
identified all non-competition or non-disclosure agreements which may remain
currently binding between myself and any former employers. If I do not have
any to identity, I have written "none" on this line: None that impact.
------------------
4. RIGHTS TO DEVELOPMENTS.
4.1 I hereby assign to Active Voice my entire right, title, and
interests in any idea, invention, design of a useful article (whether the
design is ornamental or otherwise), computer program and related
documentation, and may other Work of authorship (all hereafter called
"Developments"), made or conceived during my employment with Active Voice
solely or jointly by me, or created wholly or in part by me, whether or not
such Developments are patentable, protected by copyrights, or susceptible to
other forms of protection, where the Developments: (a) relate to the actual
or anticipated business or research or development of Active Voice, or (b)
result from any task assigned to me or work performed by me for or on behalf
of Active Voice.
4.2 This assignment provision does not apply to an invention for
which no equipment, supplies, facility, or trade secret information of Active
Voice was used and which was developed entirely on my own time, unless it
meets condition (a) or (b) above.
4.3 Excluded are any Developments that I cannot assign to Active
Voice because of a prior agreement made prior to employment by Active Voice
with
None
----------------------------------------------------------------------------
which is effective until
----------------------------------------.
(give name and date or write "none)
4.4 I acknowledge that the copyrights and any other intellectual
property rights in designs, computer programs and related documentation, and
works of authorship, created within the scope of my employment, belong to
Active Voice by operation of law.
5. PREEXISTING DEVELOPMENTS.
5.1 On the last page of this Agreement I have identified all
Developments not assigned by section 4 in which I have any right, title, or
interest, and which were previously made or conceived solely or jointly by
me, or written wholly or in part by me, but neither published nor filed in
any patent office, whether or not previously identified to Active Voice.
5.2 If I do not have any to identify, I have written "none" on
this line: NONE. (Note: It is in your interest to establish that any of the
-----
above were made, conceived, or written before your employment by Active
Voice. You should not disclose them in detail, but identify them only by the
titles and dates of documents describing them.)
5.3 In the event (and to the extent) that any work product
produced by me and delivered to Active Voice for use by Active Voice or its
customers contains any items or elements which may be proprietary to me or
any of my suppliers, I hereby grant to Active Voice an irrevocable,
perpetual, non-exclusive, royalty-free, worldwide license to reproduce,
distribute copies of, prepare derivative works based on, display, and perform
the work product, and to authorize others to do any of the foregoing.
6. SECURING AND ENFORCING PROPRIETARY RIGHTS.
In connection with any of the Developments or work product assigned
or licensed by paragraphs 5 or 7: (a) I will promptly disclose them to
Active Voice's management; and (b) I will, on Active Voice's request,
promptly execute a specific assignment of title to Active Voice or its
designee, and do anything else reasonably necessary to enable Active Voice or
its designee to secure and enforce patents, copyrights, or other forms of
protection therefor in the United States and in other countries. I irrevocably
designate Active Voice as my agent and attorney-in-fact to execute and file
any applications or other documents and to take any other actions to further
the securing and enforcement of such protection.
7. DISTRIBUTION OR ATTRIBUTION.
Active Voice and its licensees (direct and indirect) are not
required to make any distribution of or designate me as author of any design,
computer program or related documentation, or other work of authorship
assigned or licensed in sections 4 or 5.
8. ENTIRE AGREEMENT
With respect to the subject matter hereof, this is my entire
agreement with Active Voice, and it supersedes (to the extent enforceable)
all previous oral or written communications, representations, understandings,
undertakings, or agreements by or with Active Voice. The term Active Voice as
used in the Agreement, includes any entity owned or controlled, directly or
indirectly, by Active Voice.
9. ACKNOWLEDGEMENT OF RECEIPT.
I acknowledge receipt of a copy of this Agreement. Understood and
agreed to by:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MASTERS
--------------------------------------------------
Employee's Full Name (please print)
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 3/25/91
-------------------------------------------------- --------------
Employee's Signature Date
▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------------------
Corporate officer (please print)
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ 4/1/91
-------------------------------------------------- --------------
Signature Date
(If you have entered "none" in section 3, do not fill in this section.)
The following are all the non-competition or non-disclosure agreements
which may remain currently binding between myself and my former employers.
Former Employer Dates of Employment
TeleCalc, Inc. May 1988 to March 1991
------------------------------------ ----------------------------
to
------------------------------------ ----------------------------
to
------------------------------------ ----------------------------
Signed: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------
Employee's Full Name
3/25/91
-----------------------
Date
(If you have entered "none" in section 5, do not fill in this section.)
The following are Developments not covered by section 4, in which I have
any right, title or interest, and which were previously conceived or written
either wholly or in part by me, but neither published nor filed in any patent
office, whether or not previously identified to Active Voice.
Description of Documents (if applicable):
Title on Document Date on Document Name of Witness on Document
---------------------- ----------------- ----------------------------
---------------------- ----------------- ----------------------------
---------------------- ----------------- ----------------------------
Signed:
-----------------------
Employee's Full Name
-----------------------
Date
