**EXHIBIT 10.6**

 

August 2, 2004

 

 

**MarkMiller**

**41087**

 

RE:  Employee Intellectual Property andConfidentiality Agreement

 

Sabre Holdings operates in ahighly competitive marketplace, where our unique knowledge, expertise andinnovation give us a distinct advantage over our competitors.  Going forward, in order to maintain thiscompetitive advantage, protect our intellectual property and ensure ourlong-term success, an agreement containing slightly revised intellectual propertyand confidentiality provisions, and new provisions restricting unfaircompetition (the “Agreement”), will be a condition of employment for SabreHoldings subsidiaries (collectively referred to the “Company”) in the UnitedStates.

 

As a member of the Company’sExecutive Team, the Agreement’s restrictions on unfair competition (oftenreferred to as a non-compete) will prohibit you from working for or assisting a“Competing Business” for twelve (12) months following the last day of youremployment with the Company (the “Non Compete Term”). The term “CompetingBusiness” is specifically defined in the Agreement and a list of *current examples*is attached.  The list is comprised of those companiessimilar in nature or purpose to those of current Company business unit(s) orsubsidiary(ies).  However, as ourbusiness and the businesses of others evolve over time, our list of competitorsmay also change.  As a result, the listwill periodically be updated and a current copy maintained by EmployeeRelations.  You may request a copy of thelist from Employee Relations at any time.

 

As a benefit for accepting theAgreement, if your employment is involuntarily terminated and the terminationis not for Cause (as defined by the Sabre Inc. Severance Plan), and as long asyou are eligible for severance pursuant to the policy, plan or writtenagreement applicable to you, to the extent the number of weeks of severance payfor which you are eligible is less than the 12 month Non-Compete Term, youshall receive a  non-compete paymentequal to one week’s base pay for each week between when your severance payexpires and when the Non-Compete Term expires.

 

You are asked to execute andreturn the Agreement to Bob Baglio by August 20, 2004.  As a reminder, accepting the Agreement is acondition of continued employment and the terms of the Agreement arenon-negotiable.  Should you elect todecline the terms of the Agreement, that decision will result in terminationfor Cause, and you will not be eligible for any severance payment or subsidizedmedical benefits.

 

Requiring our executives tosign a Employee Intellectual Property and Confidentiality Agreement protectsyou, our employees and our future in the event someone leaves.

 

Sincerely,

 

 

cc:  Personnel File

 

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| Employee #: |  |
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| Name:       |
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**employee intellectual property and confidentialityagreement**

 

As an employee of the Company(1), I acknowledge that Iwill have access to and use of Confidential and Proprietary Information, andwill receive specialized training from the Company. In consideration of these,other benefits, and compensation, I, together with the Company (collectively,the “Parties”), agree as follows:

 

**I.  Confidentiality and BusinessInterest Obligations** 

 

**A. Company Authorization.**

 

Upon the effective date of this Agreement, the Company will provide mewith access to certain new Company Confidential and Proprietary Informationand/or copies of certain Company Confidential and Proprietary Information.  This paragraph I(A) is not dependent oncontinued employment for any particular length of time, but is dependent upon,and provided in exchange for, my full compliance with the restrictions inparagraphs I(B), I(C) and Section II below.

 

**B. Employee Confidentiality.**

 

1.               I agree that,during and after my employment, I will (a) hold all Confidential and ProprietaryInformation in the strictest confidence, whether specifically marked asconfidential or not, and use all reasonable precautions to ensure that it isproperly protected and kept from unauthorized persons, and  (b) not disclose it or any part of it, exceptas, and only to the extent, necessary to carry out my responsibilities as anemployee of the Company, subject to a valid non-disclosure agreement or withthe prior written consent of a duly authorized officer of the Company otherthan me.

 

2.               I agree that,during and after my employment, I will not use any Confidential and ProprietaryInformation for my own benefit or the benefit of any third party.

 

3.               I agree that duringmy employment I will maintain records on current and prospective Company customers,suppliers and other business relationships that I develop or help to develop,and I acknowledge that such records are Confidential and ProprietaryInformation.

 

4.               I agree that duringmy employment I will use the goodwill and contacts developed with the Company’scustomers and suppliers for the exclusive benefit of the Company.

 

5.               I agree that duringmy employment I will not use or disclose to the Company any confidential orproprietary information or trade secrets belonging to my former employers orother third parties.  I will not bringonto the premises of the Company any documents, materials, or any otherproperty

 

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(1)  Capitalized terms used in this Agreement andnot otherwise defined in the text shall have the meanings assigned to such termsin Section III(E) below.

 

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belonging to myformer employers or other third parties to which I owe an obligation ofconfidentiality.

 

6.               I agree that upontermination of my employment, I will deliver to the Company as its soleproperty all materials and other things containing or relating to Confidentialand Proprietary Information and all personal property furnished to or preparedby me in course of, or incident to, my employment.

 

7.               Irepresent and warrant that I am under no obligation (such as a non-competitionagreement) to a former employer or any other party affecting my ability: (a) toperform the terms of this Agreement; (b) to be employed by the Company; or (c)to otherwise perform services for the Company.

 

**C. Creations and Proprietary Rights.**

 

1.               I agree and acknowledge that all right, titleand interest with respect to all Creations and any and all related ProprietaryRights (including all Rights to Use) shall solely vest in, inure to the solebenefit of, and be the sole property of, the Company without anylimitation.  I agree and acknowledge thatall Creations shall be considered works made for hire and works produced in theservice of the Company within the scope of my employment.

 

2.               If, notwithstanding the foregoing, I retainany right, title or interest with respect to any Creations or any relatedProprietary Rights, I hereby assign, transfer and convey, and agree to assign,transfer and convey, to the Company, without any limitations or any additionalremuneration, all such right, title and interest. (2)  The rights assigned, transferred and conveyedhereunder shall include, without limitation, all Rights to Use.

 

3.               If, notwithstanding the foregoing, I retainany right, title or interest with respect to any Creations or any related ProprietaryRights, or to the extent any of the rights, title and interest in and to anyCreations or any related Proprietary Rights cannot be assigned by me to theCompany, I hereby grant, and agree to grant, to the Company, without anylimitations or any additional remuneration, the worldwide, exclusive,perpetual, irrevocable, royalty-free, transferable, freely sublicenseable(through multiple tiers of sublicensees), right and license under all my right,title and interest with respect to such Creations, any other Technology that isthe subject of, embodies or uses, or is made using, any Proprietary Rightsrelating to such Creations, and any and all related Proprietary Rights,including all Rights to Use.

 

4.               I will maintainadequate and current written records of all Creations, and the creation, making, conception, invention, discovery,development, reduction to practice or suggestion thereof.  The records will be in the form of notes,sketches, drawings and/or any other format specified by the Company.  Such records will be available to, and remainthe sole property of, the Company.  I hereby authorize the Company to publish theCreations and any other Technology that is the subject of, embodies or uses, oris made using, any Proprietary Rights relating to the Creations, in the 

 

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**(2) FORCALIFORNIA EMPLOYEES ONLY: I acknowledge and understand that nothing in thisAgreement shall be construed to assign or offer to assign any of my rights inany invention which qualifies fully under the provisions of California LaborCode Section 2870(a): “Any provision in an employment agreement which providesthat an employee shall assign, or offer to assign, any of his or her rights inan invention to his or her employer shall not apply to an invention that theemployee developed entirely on his or her own time without using the employer’sequipment, supplies, facilities, or trade secret information except for thoseinventions that either:  (1) relate atthe time of conception or reduction to practice of the invention to the employer’sbusiness, or actual or demonstrably anticipated research or development of theemployer; or (2) result from any work performed by the employee for theemployer.”**

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Company’s sole discretion with or without attributing any of theforegoing to me or identifying me in connection therewith and regardless of theeffect on such Creations and such other Technology or my relationship thereto.

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5.               If at any time,including after termination of my employment, the Company requests my signatureor other cooperation regarding any Creations, I will fully cooperate with theCompany.  I will provide assistance atthe request of the Company to obtain,establish, perfect, maintain, evidence, enforce or otherwise protect any of therights, title and interests assigned, transferred, conveyed, or licensed (orintended to be assigned, transferred, conveyed, or licensed) to the Companyunder this Agreement, or otherwise carry out the intent and accomplish thepurposes of this Agreement.  Suchcooperation and assistance shall include, without limitation, any execution ofan assignment, transfer, conveyance, license or waiver of, or any covenant notto institute, support, maintain or permit any action or assert any, rights, andcooperation and assistance in any proceedings before any government authoritiesor other legal proceedings, including being named a party for purposesthereof.  Without limiting the generalityof the foregoing, to the extent permitted by applicable law, I hereby appointthe Company as my attorney-in-fact (which appointment is coupled with aninterest), with full power of substitution and delegation, with the right (butnot the obligation) to perform any such acts and to execute, acknowledge anddeliver any such documents on my behalf, provided that the Company shall notexercise such right unless I fail to perform such act or execute, acknowledgeor deliver such document within five (5) business days after the Company’swritten request therefor.  I willnot independently file or prosecute any patent or copyright applicationrelating to any Creation unless I have the prior written consent of an officeror an attorney of the Company.

 

6.               I represent andwarrant that I have identified on Schedule A of this Agreement any andall Technology and all related ProprietaryRights conceived, developed, created, made, or reduced to practice byme, either alone or with others, prior to my employment with the Company, thatrelate to the business in which the Company is, has been, or reasonably can beexpected to become, involved and that I claim to own or in which I claim tohave an interest or right.  I do not andwill not claim that prior to my employment I owned any right, title or interestin or to any Technology or any relatedProprietary Rights that relates to the business in which the Company is,has been, or reasonably can be expected to become, involved, not specificallylisted on Schedule A of this Agreement.

 

7.               Despite theforegoing provisions of this Section I(C), if I believe that I am entitled toownership of any Creation and/or Proprietary Rights related thereto, conceived,developed, created, made or reduced to practice by me, either alone or withothers, during my employment with the Company, I will promptly notify anofficer of the Company in writing.  TheCompany will consider my position, but the Company will have no obligation togive me any ownership of or benefit from any Creation and/or Proprietary Rightsrelated thereto.

 

**II.  Protective Covenants**

 

I agree that the covenants below are reasonable andnecessary agreements for the protection of legitimate business interests of theCompany covered in the fully enforceable, ancillary agreements of the Parties,including but not limited to those set forth in Section I above. I agree that Iwill not in any proceeding, deny the reasonableness of, or assert theunreasonableness of any portion of the covenants below. I acknowledge thatcomplying with the covenants below will not preclude me from engaging in alawful profession, trade or business, or from becoming gainfully employed.  I further acknowledge that the

 

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covenants below are separateand distinct obligations under this Agreement and that the failure or allegedfailure of the Company to perform its obligations under any other provisions ofthis Agreement shall not constitute a defense to the enforceability of thecovenants below.

 

**A. Competing Business/Covered Customer.**

 

As used herein, “**Competing Business**” means any person,corporation, partnership, limited liability company or other entity that engagesin activities so similar in nature or purpose to those of the Company businessunit(s) or subsidiary(ies) for which I worked or serviced within the lasttwenty-four (24) months of my employment with the Company, such that they woulddisplace business opportunities, customers or suppliers of such businessunit(s) or subsidiary(ies).  Lists ofcurrent examples of direct competitors of each Company business unit andsubsidiary are maintained by the Employee Relations department and will befurnished upon my request.  “**Covered Customer**” means those entitiesand/or persons (customers or suppliers) that have a continuing businessrelationship or prospective business relationship with the Company and that didbusiness with the Company within the last twenty-four (24) months I was withthe Company and that I either: (a) received or handled Confidential andProprietary Information about; (b) had contact with; or (c) supervised otherswho had contact with.

 

**B.  Restriction on Interferingwith Employee Relationships.**

 

I agree that during employment with the Company, and for a period oftwenty-four (24) months following the termination of my employment with theCompany, I will not, either directly or indirectly, participate in hiring orattempting to hire away a Company employee or contractor, or induce orencourage any employees or contractors of the Company to terminate theirrelationship with the Company, without prior written consent of a Companyofficer.

 

**C.  Restriction on Interferingwith Customer and Supplier Relationships.**

 

I agree that during employmentwith the Company, and for a period of twelve (12) months following thetermination of my employment with the Company, I will not, directly orindirectly, encourage or induce any Covered Customer to stop or reduce businessdone with the Company, or call on, service, or solicit a Covered Customer onbehalf of a Competing Business, without prior written consent of a Companyofficer.  The Parties stipulate that thisrestriction is inherently limited to a reasonable geography because it islimited to the places or locations where the Covered Customer is located at thetime.

 

**D.  Restriction on UnfairCompetition.(3)**

 

I agree that during employmentwith the Company, and for a period of twelve (12) months following thetermination of my employment with the Company, I will not work for or assist aCompeting Business in any capacity (as employee, consultant, contractor,officer, director, investor, agent, or otherwise) that would involve: (i) thesame or substantially similar functions or responsibilities to those Iperformed for the Company; or (ii) supervision over the same or substantiallysimilar functions or responsibilities. This restriction is limited to business activities within North Americaand Europe. These restrictions do not prohibit ownership of securities inwidely held corporations that are quoted and sold on the open market.  The Parties stipulate that the foregoing isenforceable, reasonable, and necessary to protect the Company’s legitimatebusiness interests such as goodwill, trade secrets and confidentialinformation.

 

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**(3) This paragraph II(D) does not apply toCalifornia employees.**

 

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**E.  Survival of Restrictions.**

 

I will advise any future employer of the foregoingrestrictions before accepting new employment. Each restriction set forth in this Section II shall survive thetermination of my employment with the Company. If I fail to comply with the timed restrictions in this Agreement, therestrictive time periods provided for will be extended by one day for each dayI am found to have failed to have complied up to a maximum of  twenty-four (24) months.

 

**F.  Early Resolution Conference.**

 

During my employment with the Company, and for a twelve (12) monthperiod thereafter, I agree to: (i) give the Company written notice at leastfifteen (15) business days prior to commencing work for a Competing Business;(ii) provide the Company with sufficient information about my new position forthe Company to determine whether such position would be likely to lead to aviolation of this Agreement; and (iii) participate in an early resolutionconference in a good faith effort to resolve any disputes between the Partieswithin fifteen (15) business days of providing the Company the required notice.

 

**III. General Provisions**

 

**A. Assignment and Severability.**

 

I acknowledge and agree thatmy obligations hereunder are personal, and that I shall have no right toassign, transfer or delegate and shall not assign, transfer or delegate orpurport to assign, transfer or delegate this Agreement or any of my rights orobligations hereunder.  ThisAgreement shall bind my heirs, executors, administrators, legal representativesand assigns and shall remain in effect in the event I am transferred to anyaffiliate of the Company.  This Agreementshall be deemed assigned to such affiliate as of my first day of employmentwith such affiliate.  This Agreementshall remain in effect for the benefit of any successor or assign of thebusiness of the Company, and shall inure to the benefit of such successor orassign.

 

If any provision of thisAgreement, or the application thereof to any person, place or circumstance,shall be held to be invalid, void or otherwise unenforceable, such provisionshall be enforced to the maximum extent possible so as to effect the intent ofthe Parties, or, if incapable of such enforcement, shall be deemed to bedeleted from this Agreement, and the remainder of this Agreement and suchprovisions as applied to other persons, places and circumstances shall remainin full force and effect.

 

**B. Governing Law and Dispute Resolution.**

 

The laws of the State of Texas shall governthe construction, interpretation and enforcement of this Agreement.  The Parties agree that any and all claims,disputes, or controversies arising out of or related to this Agreement, or thebreach of this Agreement, shall be resolved by binding arbitration, in whichEmployee has the right to be represented by counsel.  The Parties agree to submit any such claim,dispute or controversy, within thirty (30) business days following service ofnotice of the same by one party on the other, to the Judicial Arbitration andMediation Services (JAMS), in Dallas, Texas, for prompt resolution pursuant toits Employment Arbitration Rules & Procedures and subject to JAMS Policy onEmployment Arbitration Minimum Standards of Procedural Fairness.  All rights, remedies and defenses applicableto claims asserted in a court of law will apply in the arbitration, including butnot limited to, the revision to the maximum extent legally allowed to protectthe Company’s interest of any restriction on Employee deemedunenforceable.  The decision of thearbitrator shall be final and binding upon the Parties, and judgment may beentered thereon in accordance with applicable law in any court havingjurisdiction.  The Parties shall beartheir own attorneys’ fees, and shall bear equally the expenses of the arbitralproceedings, including without limitation the fees of the arbitrator.  Notwithstanding the

 

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foregoing, either party may pursue atemporary restraining order and/or preliminary injunctive relief, withexpedited discovery where necessary, in the Federal or state courts in TarrantCounty, Texas, to protect common law or contractual trade-secret orConfidential and Proprietary Information rights and to prevent unfaircompetition, until such time as an arbitration of all issues of final reliefregarding same can be conducted. Employee hereby irrevocably consents to personal jurisdiction and venuein Tarrant County, Texas for any such action and agrees that One ThousandDollars ($1,000.00) is the agreed amount for the bond to be posted if theCompany seeks an injunction.

 

**C. Entire Agreement, Resolution of Rights and Waiver**.

 

This Agreement, including ScheduleA, is an amendment or novation by the Parties with respect to all prior andcontemporaneous correspondence, negotiations, agreements and understandingsamong the Parties, both oral and written, regarding the subject matter hereof,and is entered into to fully settle and resolve any: (i) potentialuncertainties regarding the Parties rights pursuant to Confidential andProprietary Information entrusted to me by the Company in the past; and (2)past agreements or understandings concerning this information and the restrictionsnecessary to protect it.  This Agreement,including Schedule A, constitutes the entire agreement and understandingof the Parties with respect to the subject matter hereof. I agree that theConfidential and Proprietary Information that I received, handled or developedwhile employed by the Company in the past are protected by and covered by therestrictions et forth in Sections I(B), (C) and II(B), (C) and (D) above andwaive any claim to the contrary.  I acknowledgethat the Company has not made, and that I have not relied upon, anyrepresentations or warranties concerning the subject matter of this Agreementother than those expressly set forth herein, if any.  This Agreement may be amended only bywritten agreement signed by a duly authorized officer or attorney of theCompany other than me.  The waiver of anyrights under this Agreement in any particular instance, or the failure toenforce any provision of this Agreement in any particular instance, shall notconstitute a waiver or relinquishment of the right to enforce such provision orenforce this Agreement generally.

 

**D. Duty to Read.**

 

I acknowledge that I have read and I understand thisAgreement.  I further agree that theCompany would not have allowed me access to and use of Confidential andProprietary Information, would not have provided me with the authority todevelop and use goodwill of the Company and would not have provided me withspecialized training without my acceptance of this Agreement.

 

**E. Definitions.**

 

“**Company**” means Sabre Inc., itspredecessors, successors, assigns, and any of its parents, subsidiaries(including, but not limited to GetThere, Travelocity and Site59), affiliates,divisions, related or joint venture companies, or other companies ororganizations controlled by, controlling, or under common control with it.

 

“**Confidential and Proprietary Information**”means all information of business or competitive value to the Company that isnot generally known to the public and that is disclosed to or received by me,or invented, conceived, developed, created, made, or reduced to practice by me,in the course of my employment with the Company, including but not limited toTechnology, architecture, analyses, business plans, collections andcompilations of information, computer programs, concepts, creations, currentand/or prospective customer, supplier or other business relationship lists,records or other information, data, designs, devices, discoveries,documentation, drawings, employee salaries and other information, financial andsales information, flow charts, forecasts, formulae,

 

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hardware and hardwareconfigurations, ideas, improvements, know-how, manuals, methods, notes,operating procedures, patterns, processes, projections, protocols, records,screen displays, software, specifications, studies, strategies, structures,surveys, system designs, techniques, tolerances, and all information obtainedby the Company with a duty of confidentiality to third parties.

 

“**Creations**” means any and all Technologythat (i) is created, made, conceived, invented, discovered, developed, reducedto practice or suggested by me, alone or together with others, at any timeduring my employment by the Company or, whether during or within a reasonabletime after my employment with the Company, otherwise in connection with myactivities as an employee of, or based upon any Confidential and ProprietaryInformation or Proprietary Rights of, the Company, and (ii) relates in anymanner to the actual or reasonably anticipated business, research, developmentor other activities of the Company, or were created, made, conceived, invented,discovered, developed, reduced to practice or suggested using the Company’sequipment, supplies, facilities, or Proprietary Information.  Creations shall not include Technologyexpressly set forth on Schedule A.

 

“**Proprietary Rights**” means, throughout theworld, any and all (i) copyrights, database rights and all other rightsassociated with works of authorship (including computer programs), creations orperformances, whether published or unpublished, (ii) rights with respect totrade secrets and know-how, (iii) patents and related rights, inventor’scertificates, design rights, industrial design rights, utility model rights,(iv) trademark, service mark and trade dress rights and other rights relatingto source or indicia of origin, and (v) any and all other intellectualproperty, industrial property, and other proprietary rights, together with (a)all rights related to any of the foregoing, including, without limitation, rightswith respect to applications and filings for any of the foregoing, rights withrespect to registrations or renewals of any of the foregoing, and rights toapply for, file, register, establish, maintain, extend or renew any of theforegoing, (b) all benefits, privileges, causes of action and remedies relatingto any of the foregoing, whether before or hereafter accrued, including,without limitation, the right to enforce and protect any of the foregoing,including to bring legal actions against any party for all past, present andfuture infringements, misappropriations or other violations of or relating toany of the foregoing and to settle, and collect and retain the proceeds from,any such actions, and (c) all rights to transfer and grant licenses, sublicenses(through multiple tiers of sublicensees) and other rights with respect to anyand all of the foregoing in Company’s sole discretion.

 

“**Rights to Use**” means (i) all rights topublish, copy, reproduce, adapt, modify, translate, prepare derivatives basedupon, distribute, rent, lease, lend, transmit, broadcast, publicly perform,publicly display, otherwise communicate or make available to the public,record, store on any medium, make, use, sell, offer for sale, have sold,import, have imported, practice any method in connection with and otherwise useor exploit for any purpose, throughout the world, by any and all means and inany form or medium whatsoever, the Creations and any other Technology that isthe subject of, embodies or uses, or is made using, any Proprietary Rightsrelating to the Creations and any improvements thereof, and (ii) all rights totransfer and grant licenses, sublicenses (through multiple tiers ofsublicensees), and other rights with respect to any and all of the foregoing rights,and to authorize any third party to exercise any of the foregoing rights, inthe Company’s sole discretion.

 

“**Technology**” means all materials,information (technical and non-technical), ideas (whether or not protectableunder trade secret laws) and other subject matter, including, withoutlimitation, works of authorship and other creations; information fixed in anytangible medium of expression (whether or not protectable under copyrightlaws); inventions (whether or not protectable under patent laws),

 

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inventiondisclosures, discoveries, developments and patent applications; know-how andtrade secrets; plans, designs and concepts; new or useful art; artwork,drawings, designs, diagrams, sketches and schematics; writings, reports, whitepapers, notebooks, memoranda and other information; marketing requirementsdocuments; specifications, formulas, structures and other technical orengineering information; prototypes, models, systems, compositions, hardware,tools, equipment, apparatuses, instruments and other devices, products andtechnology; processes, methods, techniques, procedures and work in process;computer programs (in source code, object code or any other format),applications, algorithms, protocols, data and databases, programmable logic anddocumentation; and any copies, extracts, portions, derivatives, improvementsand enhancements thereof and modifications thereto.

 

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**SCHEDULEA**

 

**List of prior Technologyand related Proprietary Rights**

** **
| **Title** | ** ** | **Date** | ** ** | **Identifying Number or Brief Description** | ** ** |
|-----------|------------|----------|------------|---------------------------------------------|------------|
|      |       |     |       |                                        |       |
|      |       |     |       |                                        |       |

 

o  Checkhere if list continues on attached page

 
| **Employee First Name:** | **Last:**  | **MI:**    |
|--------------------------|------------|------------|
| ** **               | ** ** | ** ** |
| **Witness First Name:**  | **Last:**  | **MI:**    |
| ** **               | ** ** | ** ** |
| **Date:**                | ** ** | ** ** |

 

 
|                |   |   |
|---------------------|--------|--------|
| Employee  signature |   |   |
|                |   |   |
|                |   |   |
|                |   |   |
| Witness  signature  |   |   |

 

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