www.eXFILE.com 888-775-4789 --- NEXX SYSTEMS, INC.  FORM S-1


    EXHIBIT
10.10

     

    NEXX
SYSTEMS, INC.

    PROPRIETARY
INFORMATION AND INVENTIONS AND NON-COMPETITION AGREEMENT

     

    Effective
as of the first day of my employment by the Company, the following confirms an
agreement between NEXX Systems, Inc., a Delaware corporation (the Company),
and me, the individual identified on the signature page to this
Agreement.  This Agreement is a material part of the consideration for
my employment and continued employment by the Company.  In exchange
for the foregoing, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties agree as
follows:

     

    1.           NO CONFLICTS.  I have not made
and agree not to make any agreement, oral or written, that is in conflict with
this Agreement or my employment with the Company.  I will not violate
any agreement with or the rights of any third party.  When acting
within the scope of my employment (or otherwise on behalf of the Company), I
will not use or disclose my own or any third party's confidential information or
intellectual property (collectively, Restricted
Materials), except as expressly authorized by the Company in
writing.  Further, I have not retained anything containing any
confidential information of a prior employer or other third party, whether or
not created by me.

     

    2.           INVENTIONS.

     

    a.     Definitions.  Intellectual
Property Rights means any and all patent rights, copyright rights, mask
work rights, trade secret rights, database rights and all other intellectual and
industrial property rights of any sort throughout the world (including any
application therefor).  Invention
means any idea, concept, discovery, invention, development, technology, work of
authorship, trade secret, software, firmware, tool, process, technique,
know-how, data, plan, device, apparatus, architecture, specification, design,
circuit, layout, mask work, algorithm, program, code, documentation or other
material or information, tangible or intangible, whether or not it may be
patented, copyrighted or otherwise protected (including all versions,
modifications, enhancements and derivative works thereof).

     

    b.     Prior Inventions Assignment.
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 confidential
proprietary information, knowledge or data acquired by me in the confidence or
in trust prior to my employment with the Company, and I will not disclose to the
Company, or induce the Company to use, any confidential or proprietary
information or material belonging to any previous employer or
others.

     

    c.     Inventions
Assignment.  To the fullest extent under applicable law, the
Company shall own all right, title and interest in and to all Inventions
(including all Intellectual Property Rights therein or related thereto) that are
made, conceived or reduced to practice, in whole or in part, by me during the
term of my employment with the Company and which arise out of research or other
activity conducted by, for or under the direction of the Company (whether or not
conducted at the Company's facilities, during working hours or using Company
assets), or which relate to any Proprietary Information (as defined
below).  I will promptly disclose and provide all of the foregoing
Inventions (the Assigned
Inventions) to the Company.  I hereby make and agree to make
all assignments to the Company necessary to accomplish the foregoing
ownership.  Assigned Inventions shall not include any Invention
(i) that I develop entirely on my own time, without use of any Company
assets and (ii) which does not relate to any Proprietary
Information.

     

    d.     Assurances.  I will
further assist the Company, at its expense, to evidence, record and perfect such
assignments, and to perfect, obtain, maintain, enforce and defend any rights
specified to be so owned or assigned.  I hereby irrevocably designate
and appoint the Company as my agent and attorney-in-fact to act for and in my
behalf to execute and file any document and to do all other lawfully permitted
acts to further the purposes of the foregoing with the same legal force and
effect as if executed by me.

     

    e.     Other
Inventions.  If I wish to clarify that something created by me
prior to my employment that relates to the Company's actual or proposed business
is not within the scope of this Agreement, I have listed it on Appendix A.  If
(i) I use or disclose any Restricted Materials when acting within the scope
of my employment (or otherwise on behalf of the Company), or (ii) any
Assigned Invention cannot be fully made, used, reproduced or otherwise exploited
without using or violating any Restricted Materials, I hereby grant and agree to
grant to the Company a perpetual, irrevocable, worldwide, royalty-free,
non-exclusive, sublicensable right and license to exploit and exercise all such
Restricted Materials and Intellectual Property Rights therein.  I will
not use or disclose any Restricted Materials for which I am not fully authorized
to grant the foregoing license.

     

    f.     Moral Rights.  To
the fullest extent allowed by applicable law, the terms of this Section 2
include all rights of integrity, disclosure and withdrawal and any other rights
that may be known as or referred to as moral rights, artist's rights, or the
like (collectively, Moral
Rights).  To the extent I retain any such Moral Rights under
applicable law, I hereby ratify and consent to any action that may be taken with
respect to such Moral Rights by or authorized by the Company and agree not to
assert any Moral Rights with respect thereto.  I will confirm any such
ratification, consent or agreement from time to time as requested by the
Company.

     

    3.           PROPRIETARY
INFORMATION.  I agree that all Assigned Inventions and all
other business, technical and financial information, including the identity of


     

     

    
      
         

      

      
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    and
information relating to the Company's employees, Affiliates and Business
Partners (as such terms are defined below), which I develop, learn or obtain
during my employment that relate to the Company or the business or demonstrably
anticipated business of the Company, or that are received by or for the Company
in confidence, constitute Proprietary
Information.  I will hold in confidence and not disclose or,
except within the scope of my employment, use any Proprietary
Information.  Proprietary Information will not include information
that I can document is or becomes readily publicly available without restriction
through no fault of mine.  Upon termination of my employment, I will
promptly return to the Company all items containing or embodying Proprietary
Information (including all copies), except that I may keep my personal copies of
(a) my compensation records, (b) materials distributed to shareholders generally
and (c) this Agreement.  I also recognize and agree that I have no
expectation of privacy with respect to the Company's networks,
telecommunications systems or information processing systems (including, without
limitation, stored computer files, electronic mail messages and voice messages),
and that my activity and any files or messages on or using any of those systems
may be monitored at any time without notice.

     

    4.           RESTRICTED ACTIVITIES.  For the purposes
of this Section 4, the term Company includes the Company and all other persons
or entities that control, are controlled by or are under common control with the
Company (Affiliates).

     

    a.     Definitions.  Any
Capacity includes, without limitation, to (i) be an owner, founder,
shareholder, partner, member, advisor, director, consultant, contractor, agent,
employee, affiliate or co-venturer, (ii) otherwise invest, engage or
participate in, (iii) be compensated by or (iv) prepare to be or do
any of the foregoing or to assist any third party to do so; provided,
that the term Any Capacity will not include being a holder of less than one
percent (1%) of the outstanding equity of a public company.  Business
Partner means any past, present or prospective customer, vendor,
supplier, distributor or other business partner of the Company with which I have
contact during my employment.  Cause
means to recruit, employ, retain or otherwise solicit, induce or
influence (or to attempt to do so).  Solicit
means to (i) service, take orders from or solicit the business or patronage
of any Business Partner for myself or any other person or entity other than the
Company, (ii) divert, entice or otherwise take away from the Company the
business or patronage of any Business Partner, or to attempt to do so, or
(iii) to solicit, induce or encourage any Business Partner to terminate or
reduce its relationship with the Company.

     

    b.     Acknowledgments.  I
acknowledge and agree that (i) the Company's business is highly
competitive, secrecy of the Proprietary Information is of the utmost importance
to the Company and I will learn and use Proprietary Information in performing my
work for the Company and (ii) my position will require me to establish
goodwill with Business Partners and employees on behalf of the Company and such
goodwill is extremely important to the Company's success.

     

    c.     As an Employee.  
During my employment with the Company, I will not, directly or indirectly
(i) Cause any person to leave his or her employment with the Company (other
than terminating subordinate employees in the course of my duties for the
Company), (ii) Solicit any Business Partner or (iii) act in Any
Capacity in or with respect to any commercial activity that directly competes or
is reasonably likely to directly compete with the Company (a Competing
Business).

     

    d.     After
Termination.  For the period of 1 year immediately following
termination of my employment with the Company (for any or no reason, whether
voluntary or involuntary), I will not, without the prior written consent of the
Company, directly or indirectly (i) Cause any person to leave his or her
employment with the Company, (ii) Solicit any Business Partner or
(iii)  act in Any Capacity in or with respect to any Competing Business
located within the Commonwealth of Massachusetts, the rest of the region known
as New England, the rest of the United States, or anywhere else in the
world.

     

    e.     Enforcement.  I
understand that the restrictions set forth in this Section 4 are intended to
protect the Company's interest in its Proprietary Information and established
relationships and goodwill with employees and Business
Partners.   I agree that such restrictions are reasonable and
appropriate for this purpose.  If at any time any of the provisions of
this Section 4 are deemed invalid or unenforceable or are prohibited by the laws
of the state or place where they are to be performed or enforced, by reason of
being vague or unreasonable as to duration or geographic scope or scope of
activities restricted, or for any other reason, such provisions shall be
considered divisible and shall become and be immediately amended to include only
such restrictions and to such extent as shall be deemed to be reasonable and
enforceable by the court or other body having jurisdiction over this
Agreement.  The Company and I agree that the provisions of this
Section 4, as so amended, shall be valid and binding as though any invalid or
unenforceable provision had not been included.

     

    5.           EMPLOYMENT AT WILL.  I agree that this
Agreement is not an employment contract for any particular term.  I
have the right to resign and the Company has the right to terminate my
employment at will, at any time, for any or no reason, with or without
cause.  This Agreement does not purport to set forth all of the terms
and conditions of my employment, and, as an employee of the Company, I have
obligations to the Company which are not described in this
Agreement.  However, the terms of this Agreement govern over any such
terms that are inconsistent with this Agreement, and supersede the terms of any
similar form that I may have previously signed.  This Agreement can
only be changed by a subsequent written agreement signed by the President of the
Company (or authorized designee).

     

    
      
         

      

      
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    6.           SURVIVAL.  I agree that my
obligations under Sections 2, 3 and 4 of this Agreement shall continue in effect
after termination of my employment, regardless of the reason, and whether such
termination is voluntary or involuntary, and that the Company is entitled to
communicate my obligations under this Agreement to any of my potential or future
employers.  My obligations under Sections 2, 3 and 4 also shall be
binding upon my heirs, executors, assigns and administrators, and shall inure to
the benefit of the Company, its Affiliates, successors and
assigns.  This Agreement may be freely assigned by the Company to any
third party.

     

    7.           GENERAL PROVISIONS.  This Agreement
constitutes the entire agreement, and supersedes all prior negotiations,
understandings or agreements (oral or written) between me and the Company about
the subject matter of this Agreement.  Any dispute in the meaning,
effect or validity of this Agreement shall be resolved in accordance with the
laws of the Commonwealth of Massachusetts without regard to the conflict of laws
provisions thereof.  The failure of either party to enforce its rights
under this Agreement at any time for any period shall not be construed as a
waiver of such rights.  Unless expressly provided otherwise, each
right and remedy in this Agreement is in addition to any other right or remedy,
at law or in equity, and the exercise of one right or remedy will not be deemed
a waiver of any other right or remedy.  I further agree that if one or
more provisions of this Agreement are held to be illegal or unenforceable under
applicable law, such illegal or unenforceable portion shall be limited or
excluded from this Agreement to the minimum extent required so that this
Agreement shall otherwise remain in full force and effect and
enforceable.  I also understand that any breach or threatened breach
of this Agreement will cause irreparable harm to the Company for which damages
would not be a adequate remedy, and, therefore, the Company will be entitled to
injunctive relief with respect thereto (without the necessity of posting any
bond) in addition to any other remedies.

     

    


     

    I
HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS
WHICH IT IMPOSES UPON ME WITHOUT RESERVATION.  NO PROMISES OR
REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS
AGREEMENT.  I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY, IN
DUPLICATE, WITH THE UNDERSTANDING THAT ONE COUNTERPART WILL BE RETAINED BY THE
COMPANY AND THE OTHER COUNTERPART WILL BE RETAINED BY ME.

     

     

    
      
        	NEXX
      SYSTEMS, INC.	 	 	EMPLOYEE	 
	 	 	 	 	 
	 	 	 	 	 
	      
                By:

              	 	 	 	 
	
                Name:

              	 	 	
                Name:

              	 
	
                Title:

              	 	 	
              	 
	
              	 	 	
                 

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Dated:  ________,
      200_	 	 	Dated:  ________,
      200_	 


      

    

     

     

     

     

    
      
         

      

      
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    Appendix
A

     

     

     

     

    PRIOR
MATTERS

     

     

    None.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
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