Exhibit

10.4




 




EMPLOYEE NONCOMPETITION,


NONDISCLOSURE AND DEVELOPMENTS AGREEMENT




 




In consideration and as a condition of my employment

by META Group, Inc., or any of its subsidiaries, subdivisions or affiliates,

(“MG,” or the “Company”), and the compensation received by me from the Company

from time to time, I hereby agree with the Company as follows:




 




1.                                       During

my employment by the Company, I will devote my full time and best efforts to

the business of the Company and I further agree that during my employment by

the Company and for a period of one (1) year thereafter, regardless of the

reason for my termination of employment, I will not, directly or indirectly:




 




(i)                                                                                     alone

or as a partner, joint venturer, consultant, officer, director, employee,

agent, independent contractor or stockholder of any company or business

organization, engage in any business activity that is or may be directly or

indirectly in competition with the “Business,” and/or accept employment with

any person or entity that is or may be directly or indirectly engaged in

competition with the “Business”; provided, however, that the

record or beneficial ownership by me of 5% or less of the outstanding publicly

traded capital stock of any such company shall not be deemed, in and of itself,

to be in violation of this Section 1;




 




(ii)                                                                                  employ,

or assist any company or business organization by which I am employed or which

is directly or indirectly controlled by me to employ, any person who is

employed by the Company, or is an agent, representative or consultant of the

Company, at any time during my employment or during the period of one (1) year

thereafter, or in any manner seek to solicit or induce any such person to leave

his or her employment with the Company, or assist in the recruitment of any such

person; or




 




(iii)                                                                               solicit

or do business with any former or current client of the Company made known to

me by MG during my employment with the Company on behalf of a business

competitive with the Company.




 




For purposes of this Agreement, the “Business” shall

mean the development, planning, drafting, manufacturing, marketing,

distributing, or sale of research and/or research advisory services including

but not limited to publications, conferences and conventions.  On the third anniversary of the Effective Date

of the employment agreement between me and the Company dated as of July 31,

2002 (the “Employment Agreement”), as such term is defined therein, I and the

Company will negotiate a modification of the scope of the definition of the

Business as utilized in this Agreement, if necessary to ensure that it

accurately reflects the scope of the Company’s business at such time.  If I and the Company cannot reach mutual

agreement on any such modification, the definition of the Business will remain

as set forth herein.




 





























 




2.                                       I

will not at any time, whether during or after the termination of my employment

for any reason, reveal to any person or entity any Confidential Information (as

defined herein), except as may be required in the ordinary course of performing

my duties as an employee of the Company, and I shall keep secret all matters

entrusted to me and shall not use or attempt to use any such information in any

manner which may injure or cause loss or may be calculated to injure or cause

loss, whether directly or indirectly, to the Company.




 




The term “Confidential

Information” shall mean any of the trade secrets or confidential information

concerning the organization, business or finances of the Company or of any

third party which the Company is under an obligation to keep confidential,

including as provided in Section 5 hereof. 

Such Confidential Information shall include, but is not limited to,

trade secrets or confidential information respecting existing and future products

and services, designs, methods, formulas, drafts of publications, research,

know-how, techniques, systems, databases, processes, software programs,

developments or experimental work, works of authorship, customer lists,

business plans, marketing plans, projects, and all other plans and proposals.




 




3.                                       I

agree that during my employment I shall not make, use or permit to be used any

Company Documentation (as defined herein) otherwise than for the benefit of the

Company.  I further agree that I shall

not, after the termination of my employment for any reason, use or permit

others to use any such Company Documentation, it being agreed that all Company

documentation shall be and remain the sole and exclusive property of the

Company.  Immediately upon the termination

of my employment for any reason I shall deliver all Company Documentation and

all Confidential Information, and all copies thereof, to the Company, at its

main office.




 




The term “Company Documentation” shall mean notes,

drafts, research, memoranda, manuscripts, reports, proposals, business plans,

marketing plans, lists, correspondence, records, drawings, sketches,

blueprints, specifications, software programs, data, documentation or other

materials of any nature and in any form, whether written, printed, or in

digital format or otherwise, relating to any matter within the scope of the

business of the Company or concerning any of its dealings or affairs.




 




4.                                       I

agree that I will not, during my employment with the Company, improperly use or

disclose any proprietary information or trade secrets of my former employers or

of any other third parties, and that I will not bring onto the premises of the

Company any unpublished document or any property belonging to my former

employers or of any other third party, unless consented to in writing by said employers

or third parties.




 




5.                                       I

recognize that the Company has received and in the future will receive from

third parties their confidential or proprietary information subject to a duty

on the Company’s part to maintain the confidentiality of such information and

to use it only for certain limited purposes. 

I agree that I owe the Company and such third parties, during the term

of my employment and thereafter, regardless for the reason for my termination

of employment, a duty to hold all such confidential or proprietary information

in the strictest of confidence and not to disclose it to any person, entity or

corporation (except as necessary in carrying out my work for the Company

consistent with the Company’s agreement with such third party) or to use it for

the benefit of




 




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anyone other than for the Company or such third party (consistent with

the Company’s agreement with such third party) without the express written

authorization of the Board of Directors of the Company.




 




6.                                       If

at any time or times during my employment, I shall (either alone or with

others) make, conceive, create, discover, or reduce to practice any Development

(as defined herein) that: 

(a) relates to the business of the Company or any customer of or

supplier to the Company or any of the products or services being developed,

manufactured, marketed or sold by the Company or which may be used in relation

therewith; or (b) results from tasks assigned to me by the Company; or (c) results

from the use of premises or personal property (whether tangible or intangible)

owned, leased or contracted for by the Company, such Developments and the

benefits thereof are and shall immediately become the sole and absolute

property of the Company and its assigns, as works made for hire or

otherwise.  I shall promptly disclose to

the Company (or any persons designated by it) each such Development.  I hereby assign any rights (including, but

not limited to, any copyrights and trademarks) I may have or acquire in the

Developments and benefits and/or rights resulting therefrom to the Company and

its assigns without further compensation and shall communicate, without cost or

delay, and without disclosing to others the same, all available information

relating thereto (with all necessary plans, drafts, manuscripts, research and

models) to the Company.




 




The term “Developments” shall mean any modification,

discovery, design, development, improvement, process, software program,

software code, manuscript, work of authorship, work made for hire, derivative

work, documentation, publication, formula, data, technique, know-how, trade

secret or intellectual property right whatsoever or any interest therein

(whether or not registrable under copyright, trademark or similar statutes

(including but not limited to the Semiconductor Chip Protection Act) or subject

to analogous protection).




 




7.                                       I

will also promptly disclose to the Company, and the Company hereby agrees to

receive all such disclosures in confidence, any other modification, discovery,

design, development, improvement, process, software program, software code,

manuscript, documentation, publication, formula, data, technique, know-how,

secret or intellectual property right whatsoever or any interest therein

(whether or not registrable under copyright or similar statutes or subject to

analogous protection) made, conceived, discovered, reduced to practice or

possessed by me (either alone or with others) at any time or times during my

employment for the purpose of determining whether they constitute

“Developments,” as defined in Paragraph 6.




 




8.                                       I

will, during my employment and at any time thereafter, regardless of the reason

for the termination of my employment, at the request and cost of the Company,

promptly sign, execute, make and do all such deeds, documents, acts and things

as the Company and its duly authorized officers may reasonably require:




 




(a)                                  to

apply for, obtain, register and vest in the name of the Company alone (unless

the Company otherwise directs) copyrights, trademarks or other analogous

protection in any country throughout the world and when so obtained or vested

to renew and restore the same; and




 




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(b)                                 to

defend any judicial, opposition or other proceedings in respect of such

applications and any judicial, opposition or other proceedings or petitions or

applications for revocation of such copyright, trademark or other analogous

protection.




 




9.                                       In

the event the Company is unable, after reasonable effort, to secure my

signature on any application for copyright or trademark registration or other

documents regarding any legal protection relating to a Development (as defined

in Paragraph 6), whether because of my physical or mental incapacity or

for any other reason whatsoever, I hereby irrevocably designate and appoint the

Company and its duly authorized officers and agents as my agent and

attorney-in-fact, to act for and in my behalf and stead to execute and file any

such application or applications or other documents and to do all other

lawfully permitted acts to further the prosecution and issuance of copyright or

trademark registrations or any other legal protection thereon with the same

legal force and effect as if executed by me.




 




10.                                 I

agree to keep and maintain adequate and current written records of all

Developments (as defined in Paragraph 6 hereto) made by me (solely or jointly

with others) during the term of my employment with the Company.  The records will be in the form of notes,

sketches, drawings, and any other format that may be specified by the Company

at all times.




 




11.                                 I

agree to and consent to the use of my name, picture, signature, voice, image,

and/or likeness by the Company. 

Further, I waive all claims I have against the Company and its officers,

employees, and agents arising out of the Company’s use, adaptation,

reproduction, modification, distribution, exhibition, or other commercial

exploitation of my name, picture, signature, voice, image, and/or likeness,

including but not limited to right of privacy, right of publicity and

celebrity, use of voice, name or likeness, defamation, and copyright

infringement.  I further represent and

warrant that I have not heretofore made any contract or commitment in conflict

with this consent and waiver.




 




12.                                 I

agree that, at the time of leaving the employ of the Company for any reason, I

will deliver to the Company (and will not keep in my possession or deliver to

anyone else) any and all Confidential Information (as defined in Paragraph 3),

Company Documentation (as defined in Paragraph 3), keys, materials,

equipment, devices, other documents or property, or reproductions of any

aforementioned items belonging to the Company, its successors or assigns.  I further agree to return to or otherwise

inform the Company of all means of access to any account, database, or computer

system of the Company (whether personal to me or public, published or

unpublished, standard or backdoor, including all account names, passwords,

access codes, unique personal identification numbers, any code kept secret and

any other means allowing employee access to Company data or documentation).




 




13.                                 I

agree that any breach of this Agreement by me will cause irreparable damage to

the Company and that in the event of such breach the Company shall have, in

addition to any and all remedies of law, the right to an injunction, specific

performance or other equitable relief to prevent the violation of my obliga­tions

hereunder, without showing or proving actual damages or exhausting any Company remedy

in the form of money damages and without having to post a bond or any other

security.




 




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14.                                 I

understand that this Agreement does not create an obligation on the Company or

any other person to continue my employment. 

I further acknowledge and agree that my employment is at-will, and that

both I and the Company can terminate my employment without reason and at any

time, subject to the Employment Agreement.




 




15.                                 I

represent that my performance of all of the terms of this Agreement and as an

employee of the Company does not and will not breach any agreement to keep in

confidence proprietary information acquired by me in confidence or in trust

prior to my employment by the Company. 

I have not entered into, and I agree I will not enter into, any

agreement either written or oral in conflict herewith.




 




16.                                 I

further represent that if the representations set forth in the preceding

paragraph are inapplicable, I have attached hereto a copy of each agreement, if

any, which presently affects my compliance with the terms of this

Agreement.  (Such copy specifies the

other contracting party or employer, the date of such agreement, the date of

termination of any employment.)  IF

THERE ARE ANY SUCH AGREEMENTS, THE UNDERSIGNED SHOULD INITIAL HERE.  OTHERWISE IT WILL BE DEEMED THAT THERE ARE

NO SUCH AGREEMENTS.

           .




 




17.                                 Any

waiver by the Company of a breach of any provision of this Agreement shall not

operate or be construed as a waiver of any subsequent breach of such provision

or any other provision hereof.




 




18.                                 This

Agreement, together with the Employment Agreement, sets forth the entire

agreement and understanding between the Company and me relating to the subject

matter herein and supersedes all prior discussions, agreements and

understandings between us respecting the subject matter hereof.  Any amendment to or modification of this

Agreement, or any waiver of any provision hereof, must be in writing and signed

by the Company.  Any subsequent change

or changes in my duties, salary compensation or employment status will not

affect the validity or scope of this Agreement.  Any waiver by the Company of any provision of this Agreement

shall not operate or be construed as a waiver of any subsequent breach thereof.




 




19.                                 I

hereby agree that each provision herein shall be treated as a separate and

independent clause, and the unenforceability of any one clause shall in no way

impair the enforce­ability of any of the other clauses of the Agreement.  Moreover, if one or more of the provisions

contained in this Agreement shall for any reason be held to be excessively

broad as to scope, activity, subject or otherwise so as to be unenforceable at

law, such provision or provisions shall be construed by the appropriate judicial

body by limiting or reducing it or them, so as to be enforceable to the maximum

extent compatible with the applicable law as it shall then appear.  I hereby further agree that the language of

all parts of this Agreement shall in all cases be construed as a whole

according to its fair meaning and not strictly for or against any of the

parties.




 




20.                                 This

Agreement shall be effective as of the date entered below.  My obligations under this Agreement shall

survive the termination of my employment regardless of the reason of such

termination and shall be binding upon my heirs, executors, admin­istrators and

legal representatives.




 




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21.                                 The

Company shall have the right to assign this Agreement to its successors and

assigns, and all covenants and agreements hereunder shall inure to the benefit

of and be enforceable by said successors or assigns.




 




22.                                 This

Agreement shall be governed by and construed in accordance with the laws of the

State of Connecticut and shall in all respects be interpreted, enforced and

governed under the internal and domestic laws of such state, without giving

effect to the principles of conflicts of laws of such state.  Any claims or legal actions by one party

against the other arising out of the relationship between the parties

contemplated herein (whether or not arising under this Agreement) shall be

governed by the laws of the State of Connecticut and shall be commenced and

maintained in any state or federal court located in Connecticut, and both

parties hereby submit to the jurisdiction and venue of any such court.




 




IN WITNESS WHEREOF, the undersigned has executed this

Agree­ment as a sealed instrument as of the 31st day of July, 2002.




 




 




 




	

   


  	

    /s/ Alfred J. Amoroso


  	

   


  
	

   


  	

  Name:  Alfred

  J. Amoroso


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

    20 Farmhill Court


  	

   


  
	

   


  	

  Address


  Hillsborough, California


  





 




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TERMINATION CERTIFICATION




 




This is to certify that I do not have in my

possession, nor have I delivered to anyone else or failed to return, any and

all Confidential Information and Company Documentation (as such terms are

defined in the Employee Noncompetition, Nondisclosure and Developments

Agreement between META Group, Inc. and me dated July 31, 2002), keys,

materials, equipment, devices, other documents or property, or reproductions of

any aforementioned items belonging to the Company, its successors or assigns.




 




I agree that I have returned to or otherwise informed

the Company of all means of access to any account, database, or computer system

of the Company (whether personal to me or public, published or unpublished,

standard or backdoor, including all account names, passwords, access codes,

unique personal identification numbers, any code kept secret and any other

means allowing employee access to Company data or documentation).




 




I further certify that I have complied with all the

terms of the Agreement, including the reporting of any Developments (as defined

therein), conceived or made by me (solely or jointly with others) covered by

the Agreement and that I will continue to do so.




 




I further agree that, in compliance with the

Agreement, I will not at any time reveal to any person or entity any

Confidential Information (as defined therein) pertaining to the Company or any

confidential or proprietary information of a third party subject to a duty on

the Company’s part to keep confidential, except and to the extent that any such

information through no fault of my own has become or hereafter becomes public

knowledge within the industry or, as evidenced by contemporaneous writings, has

been or is hereafter received by me from a third party without breach of any

duty of confidentiality by such third party.




 




 




	

   


  	

   


  	

   


  
	

   


  	

  Name:Alfred J. Amoroso


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  Date


  





 




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