ex10jjj.htm


    Exhibit
10-jjj

    


    


    


    FORM
OF

    


    NON-DISCLOSURE
AND NON-SOLICITATION AGREEMENT

    


    


    This
Agreement is effective as of ________________, 200__, between AT&T Inc., a
Delaware corporation, (collectively with its direct and indirect subsidiaries
and affiliates referred to herein as the “Company”) and [Name of Executive] (“Executive”).  Executive
is employed by [Name of
Executive’s Employer], which is a direct or indirect affiliate or
subsidiary of AT&T Inc.

     

    In
consideration of Executive’s (i) original or continued employment with the
Company, (ii) current and continued specialized training in the Company’s
business, (iii) current and continued access to the Company’s proprietary and
confidential information during Executive’s employment, (iv) the compensation
that will be paid to Executive during Executive’s employment, (v) the award of
____________________ shares of AT&T Inc. Restricted Stock, and (vi) future
eligibility to participate in the Company’s executive compensation and benefit
plans that include loyalty-related covenants effective January 1, 2010, the
Company and Executive agree to the terms set forth below.  The
Restricted Stock will be granted under the 2006 Incentive Plan effective with
the execution of this agreement and will have a vesting date of November 19,
2012.

     

    1. ACKNOWLEDGMENTS

     

    1.1 The
Company and the Executive acknowledge and agree as follows:

     

    (a) The
Executive has performed and will continue to perform significant functions with
respect to the development of the Company’s “Confidential Information” (defined
below), which Confidential Information is shared only with a very limited number
of Company executives who have an absolute need to know the
information.

     

    (b) Executive
has a need to know such Confidential Information for purposes of successfully
performing the Executive’s assigned employment related
responsibilities.  The Company is willing to make such Confidential
Information available to Executive on the terms and conditions described in this
Agreement.

     

    (c) The
Confidential Information developed, received, and to be developed or received by
Executive is highly valuable, and, if disclosed to another person or entity, the
Company would be harmed.

     

    2. EXECUTIVE
COVENANTS

     

    2.1 Covenant
not to Disclose

     

    (a) During
Executive’s employment with the Company and for a period of twenty-four (24)
months following the termination of that employment (whether such termination is
voluntary or involuntary), Executive will not use, disclose or reveal to any
person any Confidential Information except when acting within the scope of
Executive’s duties or with prior written authorization from the
Company.

     

    (b) Following
termination of employment, Executive shall return to Company, and shall not take
or retain, any Confidential Information, including, without limitation, any
Confidential Information in electronic form, or any computer or data storage
device belonging to the Company, without prior written authorization from the
Company, and Executive will continue to faithfully perform all of Executive’s
contractual, legal and ethical obligations to the Company to the extent such
obligations continue in effect.

     

    (c) As used
in this Agreement, the term “Confidential
Information” means all information belonging to, or otherwise relating to
the business of the Company, which is not generally known, regardless of the
manner in which it is stored or conveyed to Executive, and which the Company has
taken reasonable measures under the circumstances to protect from unauthorized
use or disclosure.  Confidential Information includes trade secrets as
well as other proprietary knowledge, information, know-how, and non-public
intellectual property rights, including unpublished or pending patent
applications and all related patent rights, formulae, processes, discoveries,
improvements, ideas, conceptions, compilations of data, and data, whether or not
patentable or copyrightable and whether or not it has been conceived,
originated, discovered, or developed in whole or in part by
Executive.  For example, Confidential Information includes, but is not
limited to, information concerning the Company’s business plans, budgets,
operations, products, strategies, marketing, sales, inventions, designs, costs,
legal strategies, finances, supervisory employees, employee costs, customers,
prospective customers, licensees, or licensors; information received from third
parties under confidential conditions; or other valuable financial, commercial,
business, technical or marketing information concerning the Company, or any of
the products or services made, developed or sold by the
Company.  Confidential Information does not include information that
(i) was generally known to the public at the time of disclosure; (ii) was
lawfully received by Executive from a third party; (iii) was known to Executive
prior to receipt from the Company; or (iv) was independently developed by
Executive or independent third parties; in each of the foregoing circumstances,
this exception applies only if such public knowledge or possession by an
independent third party was without breach by Executive or any third party of
any obligation of confidentiality or non-use, including, but not limited to, the
obligations and restrictions set forth in this Agreement.

     

    (d) Nothing
in this Section 2.1 shall be deemed to limit Executive’s non-disclosure
obligations under any applicable rule, statute, or
regulation.  Executive’s obligations under this Section 2 shall
continue in perpetuity with respect to any and all information that constitutes
a trade secret under applicable law.

     

    2.2 Covenants
not to Solicit or Hire

     

    (a) During
Executive’s employment with the Company and for a period of twenty-four (24)
months following the termination of that employment (whether such termination is
voluntary or involuntary), Executive will not hire for another employer, recruit
or solicit to work for another employer as an employee or contractor, or assist
or participate in any way in such hiring, recruitment or solicitation of, any
non-clerical employee of the Company who was employed by the Company as of the
date that Executive’s employment terminates and with whom Executive had Contact
(as defined below) during Executive’s employment with the Company.

     

    (b) As used
in this Agreement, “Contact” means
interaction between Executive and the non-clerical employee during performance
of Executive’s job duties on behalf of the Company.

     

    (c) Nothing
in this Section 2.2 shall be deemed to prohibit communications other than those
whose purpose is to encourage or entice a non-clerical employee to terminate or
limit his or her employment with the Company.

     

    (d) Nothing
in this Section 2.2 shall be deemed to prohibit any conduct as to which
Executive obtains the express prior written consent of the Company.

     

    


     

    2.3 Remedies
for Breach

     

    The
parties recognize that Executive’s breach of this Agreement will cause
irreparable injury to the Company, such that monetary damages would not provide
an adequate or complete remedy.  Accordingly, in the event of
Employee’s actual or threatened breach of the provisions of this Agreement, the
Company, in addition to all other rights, shall be entitled to an injunction
restraining Executive from breaching this Agreement, and to recover from
Executive its reasonable attorneys’ fees and costs incurred in obtaining such
remedies.

     

    3. RIGHTS
IN DEVELOPMENTS

     

    All
writings, artwork, developments, inventions, techniques, methods, improvements,
products, devices, programs, or systems that Executive, either alone or in
concert with other Company employees or contractors, shall conceive, develop, or
make within the scope of Executive’s employment by the Company or that are
related to such employment shall be divulged to the Company and shall be the
sole property of the Company as work-made-for-hire.  In the event that
anything Executive, either alone or in concert with other Company employees or
contractors, conceives, develops, or makes within the scope of Executive’s
employment or related to Executive’s employment does not qualify as a
work-made-for-hire under applicable laws, Executive hereby assigns to the
Company all interest and rights therein, including, without limitation,
worldwide copyright in all forms and media, now or hereafter
known.  The Company shall own all rights throughout the world to
anything Executive, either alone or in concert with other Company employees or
contractors, conceives, develops, or makes within the scope of Executive’s
employment or related to Executive’s employment, whether or not copyright or
patent applications or other procedures for the establishment of proprietary
rights are pursued.  Executive shall cooperate fully in the
establishment and maintenance of all such rights of the Company throughout the
world by executing such documents as may reasonably be requested for such
purposes, such as copyright applications, Letters Patent, and assignments
thereof to the Company.

     

    4. OBLIGATIONS
TO PREVIOUS EMPLOYERS

     

    Executive
hereby warrants and certifies that Executive’s employment by the Company does
not and will not breach any of Executive’s obligations under any agreement to
which Executive is a party with any of Executive’s previous employers; that
Executive has not taken or retained, and will not take or retain, any documents
or other records, whether in paper, electronic or any other form, or any
computer or electronic storage device, belonging to any previous employer,
including, without authorization from any such employer; that Executive has
faithfully performed, and will continue to faithfully perform, all of
Executive’s contractual, legal and ethical obligations to any previous employer,
to the extent such obligations continue in effect; and that Executive will not
use or disclose any confidential information belonging to any previous employer
in connection with Executive’s employment by the Company.

     

    5. CHOICE
OF LAW / EXCLUSIVE FORUM SELECTION

     

    This
Agreement shall be construed under, governed by and enforced in accordance with
the laws of the State of ___________.  Any action brought to enforce,
invalidate or otherwise affect the terms of this Agreement may be brought only
in the federal or state courts in __________ County in the State of
___________.  The parties each hereby consent to personal jurisdiction
in the federal and state courts in ___________ County in the State of
____________ and to service of process in the State of
__________.  Nothing in this Agreement, however, shall diminish either
party’s amenability to service of process in other jurisdictions under
applicable “long-arm” jurisdiction provisions.  [use forum specific to
Executive]

     

    6. ASSIGNMENT

     

    Executive
acknowledges that the services to be rendered are unique and
personal.  Accordingly, Executive may not assign any of his or her
rights or delegate any duties or obligations under this
Agreement.  The rights and obligations of the Company under this
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of the Company.

     

    7. SEVERABILITY

     

    If any
provision of this Agreement is held to be unenforceable, such provision will be
distinct and severable from the other provisions of this Agreement, and such
unenforceability will not affect the validity and enforceability of the
remaining provisions.

     

    8. MISCELLANEOUS

     

    8.1 Executive
acknowledges that this Agreement does not confer the right to be employed by the
Company for any specific period of time and that Executive’s employment
relationship with the Company is at-will and may be terminated by either party
at any time.

     

    8.2 The
waiver or consent by the Company of any provision of this Agreement, or the
waiver or consent by the Company of a breach of any provision of this Agreement
by Executive shall not operate or be construed as a further or continuing waiver
or consent of any subsequent breach by Executive.  No waiver or
consent shall be valid or binding on the Company unless made in writing and
signed by an authorized representative of the Company.

     

    8.3 Section
headings in this Agreement are used for convenience or reference only and shall
not affect the meaning of any provision of this Agreement.

     

    8.4 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 either of
the parties.  This Agreement constitutes the sole and entire agreement
between the parties relating to its subject matter, and it supersedes and
cancels all previous agreements or understandings between the parties except
that this Agreement shall not be deemed to supersede or cancel any obligations
of Executive under the [list
specific plans and agreements that include non-compete, non-solicit, and/or
confidentiality provisions] AT&T Supplemental Employee Retirement
Plan, any deferred compensation or stock option award plan, or any other
AT&T benefit or welfare plan as to which Executive is a participant or
beneficiary.  In executing this Agreement neither party has relied on
any statements, promises, or representations made by the other party except as
specifically stated in this Agreement.

     

    8.5 Executive
and the Company represent and agree that each has reviewed all aspects of this
Agreement, has carefully read and fully understands all provisions of this
Agreement, and is knowingly and voluntarily entering into this
Agreement.  Both parties represent and agree that they have had the
opportunity to review any and all aspects of this Agreement with the legal
advisor or advisors of their choice before executing this Agreement, and have in
fact received and considered such legal advice and counsel as they wish to
obtain.

     

    IN
WITNESS WHEREOF, the parties have duly executed this Agreement effective as of
the date written above.

     

    


    
    

     

    
      	 	  
      AT&T INC.
	      
              [Name
      of Executive]

            	 
	 	  
      By: 
	 	  
      Title: