Unassociated Document


    Exhibit
      10.6

     


    PROPRIETARY
      RIGHTS, NON-DISCLOSURE, DEVELOPMENTS, NON-COMPETITION, AND NON-SOLICITATION
      AGREEMENT

     

    This
      Proprietary Rights, Non-Disclosure, Developments, Non-Competition, and
      Non-Solicitation Agreement (the “Agreement”) is made by and between PSYOP, Inc.
      (the “Company”) and [Insert Executive’s Name] (the “Executive”). 

    


    IN
      CONSIDERATION of the Executive's employment by the Company pursuant to the
      terms
      and conditions set forth in the Employment Agreement entered into concurrently
      with this Agreement, and for other valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, the Executive agrees as
      follows:

    


    1.  Proprietary
      and Confidential Information.

    


    (a)  The
      Executive agrees that all information and know-how, whether or not in writing,
      of a private, secret or confidential nature concerning the Company’s business or
      financial affairs (collectively, “Proprietary Information”) is and shall be the
      exclusive property of the Company. By way of illustration but not limitation,
      Proprietary Information may include systems, software and codes, or systems,
      software and codes in the course of development, or planned or proposed systems,
      software or codes, customer and prospect lists, contacts at or knowledge of
      customers or prospective customers, customer accounts and other customer
      financial information, price lists and all other pricing, marketing and sales
      information relating to the Company or any customer or supplier of the Company,
      databases, modules, products, product improvements, product enhancements,
      processes, methods, techniques, negotiation strategies and positions,
      operations, projects, developments, plans, research data, financial data and
      personnel data. The Executive will not disclose any Proprietary Information
      to
      others outside the Company or use the same for any unauthorized purposes without
      written approval by an officer of the Company, either during or at any time
      after the Executive’s employment with the Company, unless and until such
      Proprietary Information has become public knowledge without fault by the
      Executive. Notwithstanding the foregoing, the Executive may disclose Proprietary
      Information as compelled by law or court order, provided that the Executive
      (i)
      gives the Company prompt written notice upon learning of any such requirement
      so
      that the Company may take appropriate action to prevent or limit the disclosure,
      (ii) consults with the Company and uses all reasonable efforts to agree on
      the
      nature, form, timing and content of the disclosure, (iii) except as otherwise
      agreed to under (ii), discloses no more than the Executive’s counsel advises is
      legally required, and (iv) informs the court and all counsel concerned that
      such
      information is and should be treated as confidential and Proprietary Information
      of the Company. While employed by the Company, the Executive will use the
      Executive’s best efforts to prevent publication or disclosure of any
      confidential or Proprietary Information concerning the business, products,
      processes or affairs of the Company.

    


    (b)  The
      Executive agrees that all disks, files, documents, letters, memoranda, reports,
      records, data, drawings, notebooks, program listings, or any other written,
      photographic or other record containing Proprietary Information, whether created
      by the Executive or others, which shall come into the Executive’s custody or
      possession, shall be and are the exclusive property of the Company to be used
      only in the performance of the Executive’s duties for the Company. Upon
      termination or cessation of the Executive’s employment with the Company for any
      reason or at the Company’s request, the Executive agrees to return to the
      Company any and all materials and copies thereof in the Executive’s custody,
      possession or control containing Proprietary Information.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)  The
      Executive acknowledges that the Executive’s obligations with regard to
      Proprietary Information, which are set out in subsections 1(a) and 1(b) above,
      extend to all information, know-how, records and tangible property of customers
      of the Company or suppliers to the Company or of any third party who may have
      disclosed or entrusted the same to the Company or to the Executive in the course
      of the Company’s business.

    


    2.  Developments.
      

    


    (a)  The
      Executive will make full and prompt disclosure to the Company of all inventions,
      creations, improvements, discoveries, methods, developments, software and works
      of authorship, whether patentable or not, which are created, made, conceived
      or
      reduced to practice by the Executive or under the Executive’s direction or
      jointly with others during the Executive’s employment by the Company, whether or
      not during normal working hours or on the premises of the Company (all of which
      are collectively referred to in this Agreement as “Developments”).

    


    (b)  The
      Executive agrees to assign and does hereby assign to the Company (or any person
      or entity designated by the Company) all of the Executive’s right, title and
      interest in and to all Developments and all related patents, patent
      applications, copyrights and copyright applications. However, this subsection
      2(b) shall not apply to Developments that do not relate to the present or
      planned business or research and development of the Company and that are made
      and conceived by the Executive not during normal working hours, not on the
      Company’s premises and not using the Company’s tools, devices, equipment or
      Proprietary Information. The Executive understands that, to the extent this
      Agreement shall be construed in accordance with the laws of any state that
      precludes a requirement in an employee agreement to assign certain classes
      of
      inventions made by an employee, this subsection 2(b) shall be interpreted not
      to
      apply to any invention that a court rules and/or the Company agrees falls within
      such classes. The Executive hereby also waives all claims to moral rights in
      any
      Developments.

    


    (c)  The
      Executive agrees to cooperate fully with the Company, both during and after
      the
      Executive’s employment with the Company, with respect to the procurement,
      maintenance and enforcement of copyrights, patents and other intellectual
      property rights (both in the United States and foreign countries) relating
      to
      Developments. The Executive shall sign all papers, including, but not limited
      to, copyright applications, patent applications, declarations, oaths, formal
      assignments, assignments of priority rights and powers of attorney, that the
      Company may deem necessary or desirable in order to protect its rights and
      interests in any Development. The Executive further agrees that if the Company
      is unable, after reasonable effort, to secure the signature of the Executive
      on
      any such papers, any executive officer of the Company shall be entitled to
      execute any such papers as the agent and the attorney-in-fact of the Executive,
      and the Executive hereby irrevocably designates and appoints each executive
      officer of the Company as the Executive’s agent and attorney-in-fact to execute
      any such papers on the Executive’s behalf, and to take any and all actions as
      the Company may deem necessary or desirable in order to protect its rights
      and
      interests in any Development under the conditions described in this
      sentence.

    


    
      
        
        

      

      
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    3.  Non-Competition
      and Non-Solicitation.

     

    (a)  While
      the
      Executive is employed by the Company and for a period of twelve (12) months
      following the termination or cessation of such employment for any reason (the
      “Restrictive Period”), the Executive will not directly or
      indirectly:

    


    
      	(1)  	
              In
                the geographical area where the Company does business or has done
                business
                at the time of the termination or cessation of the Executive’s employment,
                engage in any business or enterprise (whether as an owner, partner,
                officer, employee, director, investor, lender, consultant, independent
                contractor or otherwise, except as the holder of not more than 1%
                of the
                combined voting power of the outstanding stock of a publicly held
                company)
                that is competitive with the Company’s business, including, but not
                limited to, any business or enterprise that develops, designs, produces,
                markets, sells or renders any product or service competitive with
                any
                product or service developed, designed, produced, marketed, sold
                or
                rendered by the Company while the Executive was employed by the
                Company;

            


    

     

    
      	(2)  	
              Either
                alone or in association with others, solicit,
                recruit or induce, or attempt to solicit, recruit or induce, any
                person who was employed by the Company or engaged as an independent
                contractor at any time during the period of the Executive's employment
                with the Company, except for an individual whose employment with
                or
                service for the Company has been terminated for a period of six months
                or
                longer; and/or

            


    

     

    
      	(3)  	
              Either
                alone or in association with others, solicit, divert or take away,
                or
                attempt to solicit, divert or take away, the business or patronage
                of any
                of the clients, customers or accounts, or prospective clients, customers
                or accounts, of the Company that were contacted, solicited or served
                by
                the Executive while the Executive was employed by the
                Company.

            


    

     

    (b)  If
      any
      restriction set forth in this Section 3 is found by any court of competent
      jurisdiction to be unenforceable because it extends for too long a period of
      time or over too great a range of activities or in too broad a geographic area,
      it shall be interpreted to extend only over the maximum period of time, range
      of
      activities or geographic area as to which it may be enforceable.

    


    (c)  If
      the
      Executive violates any of his obligations under this Section 3, he shall
      continue to be held by the restrictions set forth herein until a twelve (12)
      month period
      has expired without any violation.

    


    
      
        
        

      

      
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    4.  Other
      Agreements.

     

    The
      Executive hereby represents that, except as the Executive has disclosed in
      writing to the Company, the Executive is not bound by the terms of any agreement
      with any previous employer or other party to refrain from using or disclosing
      any trade secret or confidential or proprietary information in the course of
      his
      employment with the Company or to refrain from competing, directly or
      indirectly, with the business of such previous employer or any other party.
      The
      Executive further represents that his performance of all 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, knowledge or data
      acquired by the Executive in confidence or in trust prior to his employment
      with
      the Company, and the Executive 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.

    


    5.  Not
      An
      Employment Contract.

     

    The
      Executive acknowledges that this Agreement does not constitute a contract of
      employment and does not imply that the Company will continue the Executive’s
      employment for any period of time.

    


    6.  General
      Provisions.

     

    (a)  No
      Conflict.
      The
      Executive represents that the execution and performance by him of this Agreement
      does not and will not conflict with or breach the terms of any other agreement
      by which the Executive is bound.

    


    (b)  Acknowledgements
      and Equitable Remedies.
      The
      Executive acknowledges that the restrictions contained in this Agreement are
      necessary for the protection of the business and goodwill of the Company and
      considers the restrictions to be reasonable for such purpose. The Executive
      agrees that any breach or threatened breach of this Agreement will cause the
      Company substantial and irrevocable damage that is difficult to measure.
      Therefore, in the event of any such breach or threatened breach, the Executive
      agrees that the Company, in addition to such other remedies that may be
      available, shall have the right to seek specific performance and injunctive
      relief without posting a bond. The Executive hereby waives the adequacy of
      a
      remedy at law as a defense to such relief.

    


    (c)  Entire
      Agreement.
      This
      Agreement supersedes all prior agreements, written or oral, between the Company
      and the Executive relating to the subject matter of this Agreement. This
      Agreement may not be modified, changed or discharged in whole or in part, except
      by an agreement in writing signed by the Executive and the Company. The
      Executive agrees that any change or changes in his employment duties or
      compensation after the signing of this Agreement shall not affect the validity
      or scope of this Agreement.

    


    (d)  Severability.
      The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect or impair the validity or enforceability of any other provision of this
      Agreement.

    


    
      
        
        

      

      
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    (e)  Waiver.
      No
      delay or omission by the Company in exercising any right under this Agreement
      will operate as a waiver of that or any other right. A waiver or consent given
      by the Company on any one occasion is effective only in that instance and will
      not be construed as a bar to or waiver of any right on any other
      occasion.

    


    (f)  Successor
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of both parties and
      their respective successors and assigns, including any corporation or entity
      with which or into which the Company may be merged or that may succeed to all
      or
      substantially all of its assets or business; provided,
      however,
      that
      the obligations of the Executive are personal and shall not be assigned by
      the
      Executive.

    


    (g)  Governing
      Law, Forum and Jurisdiction.
      This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State
      of
      New York
      without
      regard to conflicts of law provisions. Courts
      within the State of New York, County of New York or the United States District
      Court for the Southern District of New York will have jurisdiction over all
      disputes between the parties hereto arising out of or relating to this agreement
      and the agreements, instruments and documents contemplated hereby. The parties
      hereby consent to and agree to submit to the jurisdiction of such courts. Each
      of the parties hereto waives, and agrees not to assert in any such dispute,
      to
      the fullest extent permitted by applicable law, any claim that (i) such
      party is not personally subject to the jurisdiction of such courts,
      (ii) such party and such party’s property is immune from any legal process
      issued by such courts or (iii) any litigation commenced in such courts is
      brought in an inconvenient forum. Each party hereto hereby irrevocably waives
      all right to trial by jury in any proceeding (whether based on contract, tort
      or
      otherwise) arising out of or relating to this Agreement or any transaction
      or
      agreement contemplated hereby or the actions of any party hereto in the
      negotiation, administration, performance or enforcement hereof. 

    


    (h)  Captions.
      The
      captions of the sections of this Agreement are for convenience of reference
      only
      and in no way define, limit or affect the scope or substance of any section
      of
      this Agreement.

    


    THE
      EXECUTIVE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT AND UNDERSTANDS
      AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.

     

    
      
        
        

      

      
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    WITNESS
      our hands and seals:

     

    
      	 	
              PSYOP,
                INC.

            
	 	 
	
              Date:
                ____________________________________

            	
              By:
                ________________________________

            
	 	 
	 	 
	 	
              [INSERT
                EXECUTIVE’S NAME]

            
	 	 
	
              
                Date:
                  ____________________________________

              

            	
              _______________________________

              (Signature)

            


    

    


     

    
      
        
        

      

      
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