exv10w6



 






Exhibit 10.6




March 25, 2005

Page 1




[INTELIUS LETTERHEAD]




February 1, 2005




Paul T. Cook






Dear Paul,



On behalf of Intelius, Inc. (“Intelius”), I am pleased to offer you the position of Sr. Vice
President of Business Development. This letter sets forth the terms of your employment with
Intelius. If you wish to accept employment with Intelius on these terms, please so indicate by
this letter and two copies of the enclosed Employee Confidential Information, Inventions,
Nonsolicitation and Noncompetition Agreement attached hereto as Exhibit A (the “Confidential
Information Agreement”). This offer and all terms of employment stated in this letter will expire
if you have not returned a signed copy of both agreements to me on or by March 25, 2005.




Term of Employment and Compensation



Unless we mutually agree otherwise, you will commence employment with Intelius on February 1, 2005.
The work you perform will be the usual and customary work of Sr. Vice President of Business
Development, as well as any additional duties that the Company may instruct you to perform. It is
understood and agreed that it is the intent of the parties that you will provide services to
Intelius on a full-time basis and that, specifically, you will not undertake any part-time or
“moonlighting” employment or consultancy without the prior written consent of Intelius.



Your initial annual salary will be $175,000.00. Paydays are twice a month in accordance with the
Intelius’ regular payroll practices. Your salary will be reviewed at least annually.




Benefits



You will be entitled, during your employment, to vacation, medical and other employee benefits
(subject to applicable eligibility requirements) to the extent such benefits are offered by
Intelius to its other employees.




Equity Compensation



Intelius wishes to ensure that your energies are wholly devoted to the long-term interests of
Intelius and its stockholders. Accordingly, subject to approval by the Intelius board of directors
(the “Board”) and the execution by you of a notice of stock option grant, you will receive an option to purchase
300,000 shares of Intelius Class A Common Stock. Such option will be subject to vesting as set
forth in the




	 	 	 
	Offer of Employment Letter

	 	INTELIUS, INC.

3/25/05






 









 






March 25, 2005

Page 2



option will be subject to vesting as set forth in the notice of stock option grant and will be
subject to the terms of the Intelius 2003 Stock Incentive Plan. The exercise price per share of
the option will be set at the per share fair market value of Intelius’ Class A Common Stock on the
date of grant, as determined by the Board.




Confidential Information Agreement



As a condition of your employment pursuant to this offer letter, we require that you sign the
Confidential Information Agreement and complete the exhibits attached thereto. Please note that
Intelius’ willingness to enter into an employment relationship with you and to facilitate the
equity compensation described above is based in significant part on your commitment to fulfill the
obligations specified in that agreement.




Employment at Will



Your employment with Intelius will be “at will,” which means that either you or Intelius may
terminate your employment with Intelius at any time, for any reason, with or without cause. Any
statements to the contrary that may have been made to you or that may be made to you, by Intelius,
its agents, or representatives are superseded by this offer letter. If you wish to terminate your
employment, Intelius requests that you provide written notice at least two weeks prior to the
effective date of your resignation.




Additional Provisions



Your employment pursuant to this letter is also contingent upon your submitting the legally
required proof of your identity and authorization to work in the United States. On your first day
of employment you must provide the required identification.



The terms of this offer letter, including the equity compensation, are subject to the approval of
the Board. Upon your acceptance of this offer, Intelius promptly will have prepared the documents
necessary to effect all the terms of this agreement, and you agree to assist Intelius in causing
the same to be prepared and executed.



You represent that your employment as of the start date specified above, is not in violation of any
obligation to a previous employer or any entity with whom you have had a relationship as an
independent contractor or consultant, including any obligation contained in a noncompetition or
similar agreement.



If you accept this offer, the terms described in this letter will be the terms of your employment,
and this letter supersedes any previous discussions or offers. Any additions or modifications of
these terms must be in writing and signed by you and an authorized officer of Intelius to be
enforceable.



I am delighted about the possibility of you joining us. I hope you will accept this offer and I
look




	 	 	 
	Offer of Employment Letter

	 	INTELIUS, INC.

3/25/05






 









 







March 25, 2005

Page 3



look forward to a productive and mutually beneficial working relationship. Please let me know if I
can answer any questions for you about any of the matters outlined in this letter.




	 	 	 	 	 
	 	Sincerely,
 	 
	 	/s/ Naveen Jain
 	 
	 	Naveen Jain 	 
	 	Intelius, Inc.

 	 
	 


ACCEPTANCE:



I accept employment with Intelius, Inc. under the terms and conditions set forth in this letter:




	 	 	 	 	 
	 	 	 
	                       /s/ Paul T. Cook
 	 	 
	PRINTED NAME: Paul T. Cook 	 	 
	DATE: March 25, 2005 	 	 
	 





	 	 	 
	Offer of Employment Letter

	 	INTELIUS, INC.

3/25/05







 











 





March 25, 2005

Page 4




Exhibit A

Employee Confidential Information, Inventions,

Nonsolicitation and Noncompetition Agreement




					
	 	 	 	 	 
	Offer
of Employment Letter
	 	 
	 	INTELIUS, INC.
	 
	 	 	 	3/25/05






 









 





CONFIDENTIAL INFORMATION, INVENTIONS, NONSOLICITATION AND

NONCOMPETITION AGREEMENT




     In consideration of my engagement as an employee or independent contractor with Intelius,
Inc., a Delaware corporation (the “Company”), the training, contacts and experience that I may
receive in connection with such engagement, the compensation paid to me by the Company, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, I
hereby agree as follows:



Section 1. Definitions




     The following terms have the following specified
meanings in this Agreement:



     “Competing Business” means any enterprise, whether commercial or
non-profit, that is or that is preparing to be in competition with any aspect of the Company or its
business or anticipated business. Without limiting the generality of
the foregoing, a Competing
Business includes any business whose commercial efforts involve (a) information services
syndication or delivery involving the aggregation of information from various data sources or (b)
any products or services in competition with products or services which are, at any time during the
Term, either (i) produced, marketed or otherwise exploited by
the Company or (ii) in actual or
demonstrably anticipated research or development by the Company.



     “Confidential Information” means any information related to the’ business or other affairs of
the Company or its affiliates that is not generally available to the
public, and that: (a) is
conceived, compiled, developed or discovered by me, whether solely or jointly with others, during
the Term, or (b) is or has been received or otherwise becomes known to me in connection with my
engagement. Without limiting the generality of the foregoing, Confidential Information includes
information relating to Inventions and Works, trade secrets, products, services, finances, business
plans, marketing plans, legal affairs, suppliers, clients, potential clients, prospects,
opportunities, contracts or assets of the Company or its affiliates.
Confidential Information also
includes any information that has been made available to the Company by its clients or other third
parties and which the Company is obligated to keep confidential. Notwithstanding the foregoing,
Confidential Information shall exclude any information, including any information listed above or
any part thereof that is given or is disclosed to me by a third party who is under no obligation to
the Company to hold such information confidential.



     “Inventions and Works” means any composition, work of authorship, computer program, product,
device, technique, know-how, algorithm, method, process, procedure, improvement, discovery or
invention, whether or not patentable or copyrightable and whether or not reduced to practice, that
is (a) within the scope of the Company’s business, research or investigations or results from or
is suggested by any work performed by me for the Company and (b) created, conceived, reduced to
practice, developed, discovered, invented or made by me during the Term, whether solely or jointly
with others, and whether or not while engaged in performing work for the Company.



     “Material”
means any product, prototype, sample, model, document, diskette, tape, storage
media, picture, drawing, design, recording, report, proposal, paper, note, writing or other
tangible item which in whole or in part contains, embodies or manifests, whether in printed,
handwritten, coded, electronic, magnetic or other form, any Confidential Information or Inventions
and Works.



     “Proprietary
Right” means any patent, copyright, mask work, trade secret, trademark,
trade name, service mark or other protected intellectual property right in any Confidential
Information, Inventions and Works or Material.



     “Term” means the period from the beginning of my engagement with the Company, whether on a
full-time, part-time or consulting basis, through the last day of such engagement.



Section 2. Confidential Information, Inventions and Works, and Materials




     2.1 As between the Company and me, the Company is and will be the sole owner of all
Confidential Information, Inventions and Works, Materials and Proprietary Rights. To the extent
eligible for such treatment, all Inventions and Works will constitute “works made for hire” under
applicable copyright laws.



     2.2 I hereby irrevocably assign and transfer to the Company, without any separate
compensation, all right, title and interest that I may now or hereafter have in the Confidential
Information, Inventions and Works, Materials and Proprietary Rights subject to the limitations set
forth in the notice below (or, if I live in one of the states listed in the Invention Notice
Schedule attached to this Agreement, the notice for such state, as further discussed in the notice
in Section 2.5 below). This assignment and transfer is independent of any obligation or commitment
made to me by the Company. Further, I



	 	 	 
	CONFIDENTIAL INFORMATION, INVENTIONS AND NONCOMPETITION AGREEMENT

	 	PAGE I
	 

	 	7/1/03






 









 




hereby waive any moral rights that I may have in or to any Confidential Information, Inventions and
Works Materials and Proprietary Rights. I will take such action (including, but not limited to, the
execution, acknowledgment, delivery and assistance in preparation of
documents or the giving of
testimony) as may be requested by the Company to evidence, transfer, vest or confirm the Company’s
right, title and interest in the Confidential Information, Inventions and Works, Materials and
Proprietary Rights and the license rights described in Section 2.5 below. I will not contest the
validity of any Proprietary Rights.




     2.3
Except as required for performance of my work for the Company or as authorized in writing
by the Company, I will not (a) use, disclose, publish or distribute any Confidential Information,
Inventions and Works or Materials, or (b) remove any Materials from the Company’s premises. I will
hold all Materials in trust for the Company and I will deliver them to the Company upon request and
in any event at the end of the Term.



     2.4 I will promptly disclose to the Company all Confidential Information, Inventions and Works
and Materials, as well as any business opportunity which comes to my attention during the Term and
that relates to the business of the Company or which arises as a result of my engagement by the
Company. I will not take advantage of or divert any such opportunity for the benefit of myself or
anyone else either during or after the Term without the prior written consent of the Company.



     2.5 I hereby irrevocably grant to the Company, to the full extent of my rights in and to the
same, a fully paid-up, perpetual, worldwide right and license, with the right to sublicense,
disclose, offer, distribute, import, make, have made, make derivative works of, use and otherwise
exploit any trade secrets, copyrights, Confidential Information, Inventions and Works belonging to
me or any third party that I disclose to the Company or its personnel or use in any Inventions and
Works or Material.



     NOTICE: Notwithstanding any other provision of this Agreement to the contrary, this Agreement
does not obligate me to assign or offer to assign to the Company any of my rights in an invention
for which no equipment, supplies, facilities or trade secret information of the Company was used
and which was developed entirely on my own time, unless (a) the invention relates (i) directly to
the business of the Company or (ii) to the Company’s actual or demonstrably anticipated research or
development, or (b) the invention results from any work performed by me for the Company. This
satisfies the written notice and other requirements of RCW 49.44.140. If I live in one of the states
listed in the Invention Notice Schedule attached to this Agreement, the notice for such state set
forth therein, rather than the foregoing Notice, will apply to this Agreement, and I acknowledge
that I have read and received such notice.



Section 3. Noncompetition




     3.1
During the Term and for a period of two (2) years after the
end of the Term, I will not
engage in, be employed by, perform services for, participate in the ownership, management, control
or operation of, or otherwise be connected with, either directly or indirectly, any Competing
Business. For purposes of this Section 3.1, I will not be considered to be connected with any
Competing Business solely on account of: (a)
my ownership of less than five percent (5%) of the outstanding capital stock or other equity
interests in any Competing Business; or (b) my engagement by, performance of services for,
participation in or other connection with any business that is not a Competing Business but that is
carried on by an entity that carries on a Competing Business as a separate division or other
independent organization.



     3.2
During the Term and for a period of one (1) year after the
end of the Term, I will not
induce, or attempt to induce, any employee or consultant of the Company to leave such employment or
relationship to engage in, be employed by, perform services for, participate in or otherwise be
connected with, either directly or indirectly, me or any enterprise with which I am in any way
associated, whether or not it is a Competing Business.



Section 4. No Conflicting Obligations




     4.1 My execution, delivery and performance of this Agreement and the performance of my other
obligations and duties to the Company will not cause any breach, default or violation of any
employment, nondisclosure, confidentiality, consulting or other agreement to which I am a party or
by which I may be bound.



     4.2 I will not use in performance of my work for the Company or disclose to the Company any
trade secret, confidential or proprietary information of any prior employer or other person or
entity if and to the extent that such use or disclosure may cause any breach, default or violation
of any obligation or duty that l owe to such other person or entity (e.g., under any agreement or
applicable law). My compliance with this Section 4.2 will not prohibit, restrict or impair the
performance of my work, obligations and duties to the Company.



     4.3 I will not (a) make any false, misleading or disparaging representations or statements
with regard to the Company or the products or services of the Company,



	 	 	 
	CONFIDENTIAL INFORMATION, INVENTIONS AND NONCOMPETITION AGREEMENT

	 	PAGE 2
	 

	 	7/1/03






 









 




or
(b) make any statement that may impair or otherwise adversely affect
the goodwill or reputation of the Company.




Section 5. Miscellaneous




     5.1 This Agreement is not a contract of employment and no rights of employment are hereby
created. Unless otherwise set forth in a written agreement signed by me and the Company, my
engagement with the Company is “at will” and maybe terminated at any time, with or without
cause, by me or the Company. This Agreement will survive any
termination of the Term or my
engagement.



     5.2
In the event of any breach of or default under this Agreement by me, the Company may
suffer irreparable harm and have no adequate remedy at law. In the event of any such breach or
default, or any threat of such breach or default, the Company will be entitled to injunctive
relief; specific performance and other equitable relief without the necessity of posting a bond or
other security. Further, in any legal action or other proceeding in connection with this Agreement
(e.g., to recover damages or other relief), the prevailing party will be entitled to recover, in
addition to any other relief to which it may be entitled, its reasonable attorneys’ fees and other
costs incurred in that action or proceeding. The rights and remedies of the Company under this
Section 5.2 are in addition to, and not in lieu of; any other right or remedy afforded to the
Company under any other provision of this Agreement, by law or otherwise.



     5.3
This Agreement will be enforced to the fullest extent permitted by applicable law. If for
any reason any provision of this Agreement is held to be invalid or unenforceable to any extent,
then (a) such provision will be interpreted, construed or reformed to the extent reasonably
required to render the same valid, enforceable and consistent with the original intent underlying
such provision, and (b) such invalidity or unenforceability will not affect any other provision of
this Agreement or any other agreement between the Company and me. If the invalidity or
unenforceability is due to the unreasonableness of the scope or
duration of the provision, the provision will remain effective for such scope and duration as may
be determined to be reasonable.



     5.4
The failure of the Company to insist upon or enforce strict
performance of any other
provisions of this Agreement or to exercise any of its rights or
remedies under this Agreement will
not be construed as a waiver or a relinquishment to any extent of the Company’s rights to assert or
rely on any such provision, right or remedy in that or any instance;
rather, the same will be and
remain in full force and effect.



     5.5
This Agreement sets forth the entire Agreement, and supersedes
any and all prior agreements, between me and the Company with regard
to the Confidential Information, Inventions and
Works, Materials and Proprietary Rights of the Company. This Agreement is independent of any other
written agreements between me and the Company regarding other aspects
of my engagement. This Agreement may not be amended, except in a
writing signed by me and authorized representative of the Company.



     5.6
This Agreement will be governed by the laws of the State of Washington without regard to
its choice of law principles to the contrary. I irrevocably consent
to the jurisdiction and venue
of the state and federal courts located in King County, Washington, in connection with any action
relating to this Agreement Further, I will not bring any action
relating to this Agreement in any
other court.



     5.7
I have carefully read all of the provisions of this Agreement and agree that (a) the same
are necessary for the reasonable and proper protection of the Company’s business, (b) the Company
has been induced to enter into and continue its relationship with me in reliance upon my compliance
with the provisions of this Agreement, (c) every provision of this Agreement is reasonable with
respect to its scope and duration, and (d) I have received a copy of this Agreement.




			
	     This Agreement shall be effective as of	 	2/1/2005 






	 	 	 	 	 	 	 
	 

	 	Employee Signature
	 	/s/ Paul T. Cook
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Print Name
	 	Paul T. Cook	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	SSN
	 	 	 	 
	 

	 	 	 	 	 	 





	 	 	 
	CONFIDENTIAL INFORMATION, INVENTIONS AND NONCOMPETITION AGREEMENT

	 	PAGE 3
	 

	 	7/1/03






 









 





Invention Notice Schedule




California








The following notice applies to employees who live in the State of California:



In accordance
with California law, this Agreement does not apply to inventions that I developed entirely on my
own time without using the Company’s equipment, supplies, facilities or trade secret information,
except for those inventions that either: (a) relate, at the time
of conception or reduction to
practice of the invention, to the Company’s business, or actual or demonstrably anticipated research
or development of the Company; or (b) result from any work performed by me for the Company.







Illinois








The
following notice applies to employees who live in the State of Illinois:



In accordance with
Illinois law, this Agreement does not apply to, and I have no obligation to assign to the Company,
an invention for which no equipment, supplies, facility, or trade secret information of the Company
was used and which was developed entirely on my own time, unless (a) the invention relates (i) to
the business of the Company, or (ii) to the Company’s actual or demonstrably anticipated research
and development, or (b) the invention results from any work performed by me for the Company.







Minnesota







The following notice applies to employees who live in the State of Minnesota:



In accordance
with Minnesota law, this Agreement does not apply to an invention for which no equipment, supplies,
facility or trade secret information of the Company was used and which was developed entirely on my
own time, and (a) which does not relate (i) directly to the
business of the Company or (ii) to the
Company’s actual or demonstrably anticipated research or development or (b) which does not
result from any work performed by me for the Company.







Kansas







The following notice applies to employees who live in the State of Kansas:



In accordance with
Kansas law, this Agreement does not apply to an invention for which no equipment supplies, facility
or trade secret information of the Company was used and which was developed entirely on my own
time, unless: (a) the invention relates directly to the business
of the Company or to the Company’s
actual or demonstrably anticipated research or development; or (b) the invention results from any
work performed by me for the Company.







North Carolina







The following notice applies to employees who live in the State of North Carolina:



In
accordance with North Carolina law, this Agreement does not apply to an invention that I developed
entirely on my own time without using the Company’s equipment, supplies, facility or trade secret
information except for those inventions that (a) relate to the Company’s business or actual or
demonstrably anticipated research or development, or (b) result from any work performed by me for the
Company.







	 	 	 
	INVENTION NOTICE SCHEDULE

	 	PAGE 1
	 

	 	7/1/03 2:55 PM






 









 





Utah







The following notice applies to employees who live in the State of Utah:



I acknowledge and
agree that this Agreement is not an employment agreement under Utah law or otherwise. However,
if and only to the extent this Agreement is deemed to be covered by
the restrictions set forth in
Utah Code Ann. § 34-39-3, this Agreement will not apply to an invention that is created by me
entirely on my own time and is not an employment invention as defined in Utah Code Ann. §
34-39-2(1), except as permitted under Utah Code Ann. § 34-39-3.







	 	 	 
	INVENTION NOTICE SCHEDULE

	 	PAGE 2
	 

	 	7/1/03 2:55 PM