Exhibit 10.2


 


Agreement Regarding Confidential Information and Proprietary
Developments


With Protective Covenants Relating to Post-Employment Activity


For Incumbent Employee Working in California


 


 


	
  Name (Type or Print):

  	
   

  	
   

  



 


1.             Consideration
and Relationship to Employment. 
As a condition of my continued employment with Hewlett-Packard Company
or one of its affiliates or subsidiaries (collectively, “HP”), and in
consideration my eligibility for a grant of Performance-based Restricted Units
under the Hewlett-Packard Company 2004 Stock Incentive Plan, I knowingly agree
to restrictions provided for below that will apply during and after my
employment by HP.  I understand, however,
that nothing relating to this Agreement will be interpreted as a contract or
commitment whereby HP is deemed to promise continuing employment for a
specified duration.


 


2.             Confidential
Information.  This
Agreement concerns trade secrets, confidential business and technical
information, and know-how not generally known to the public (hereinafter “Confidential
Information”) which is acquired or produced by me in connection with my
employment by HP.  Confidential
Information may include, without limitation, information on HP organizations,
staffing, finance, structure, information of employee performance, compensation
of others, research and development, manufacturing and marketing, files, keys,
certificates, passwords and other computer information, as well as information
that HP receives from others under an obligation of confidentiality.  I agree:


 


a.             to use such information only in the
performance of HP duties;


 


b.             to hold such information in
confidence and trust; and


 


c.             to use all reasonable precautions
to assure that such information is not disclosed to unauthorized persons or
used in an unauthorized manner, both during and after my employment with HP.


 


I
further agree that any organizational information or staffing information
learned by me in connection with my employment by HP is the Confidential
Information of HP, and I agree that I will not share such information with any
recruiters or any other employers, either during or subsequent to my employment
with HP; further, I agree that I will not use or permit use of such as a means
to recruit or solicit other HP employees away from HP (either for myself or for
others).


 


3.             Proprietary
Developments.  This
Agreement also concerns inventions and discoveries (whether or not patentable),
designs, works of authorship, mask works, improvements, data, processes,
computer programs and software (hereinafter called “Proprietary Developments”)
that are conceived or made by me alone or with others while I am employed by HP
and that relate to the research and development or the business of HP, or that
result from work performed by me for HP, or that are developed, in whole or in
part, using HP’s equipment, supplies, facilities or trade secrets
information.  Such Proprietary
Developments are the sole property of HP, and I hereby assign and transfer all
rights in such Proprietary Developments to HP. 
I also agree that any works of authorship created by me shall be deemed
to be “works made for hire.”  I further
agree for all Proprietary Developments:


 

















 


a.             to disclose them promptly to HP;


 


b.             to sign any assignment document to
formally perfect and confirm my assignment of title to HP;


 


c.             to assign any right of recovery for
past damages to HP; and


 


d.             to execute any other documents
deemed necessary by HP to obtain, record and perfect patent, copyright, mask
works and/or trade secret protection in all countries, in HP’s name and at HP’s
expense.


 


I
understand that HP may delegate these rights. 
I agree that, if requested, my disclosure, assignment, execution and
cooperation duties will be provided to the entity designated by HP.


 


In
compliance with prevailing provisions of relevant state statutes,* this
Agreement does not apply to an invention for which no equipment, supplies,
facility or trade secret information of the employer was used and which was
developed entirely on the employee’s own time, unless (a) the invention
relates (i) to the business of the employer  or (ii) to the employer’s actual or
demonstrably anticipated research or development, or (b) the invention
results from any work performed by the employee for the employer.


 


4.             Respect
for Rights of Former Employers. 
I agree to honor any valid disclosure or use restrictions on information
or intellectual property known to me and received from any former employers or
any other parties prior to my employment by HP. 
I agree that without prior written consent of such former employers or
other parties, I will not knowingly use any such information in connection with
my HP work or work product, and I will not bring onto the premises of HP any
such information in whatever tangible or readable form.


 


5.             Work
Product.  The product of
all work performed by me during and within the scope of my HP employment
including, without limitation, any files, presentations, reports, documents,
drawings, computer programs, devices and models, will be the sole property of HP.  I understand that HP has the sole right to
use, sell, license, publish or otherwise disseminate or transfer rights in such
work product.


 


6.             HP
Property.  I will not
remove any HP property from HP premises without HP’s permission.  Upon termination of my employment with HP, I
will return all HP property to HP unless HP’s written permission to keep it is
obtained.


 


7.             Protective Covenants.  I acknowledge that a simple agreement not to
disclose or use HP’s Confidential Information or Proprietary Developments after
my employment by HP ends would be inadequate, standing alone, to protect HP’s
legitimate business interests because some activities by a former employee who
had held a position like mine would, by their nature, compromise such
Confidential Information and Proprietary Developments as well as the goodwill
and customer relationships that HP will pay me to develop for the company
during my employment by HP.  I recognize
that activities that violate HP’s rights in this regard, whether
or not
intentional, are often undetectable by HP until it is too late to obtain any
effective remedy, and that such activities will cause irreparable injury to
HP.  To prevent this kind of irreparable harm,
I agree that for a period of twelve months following the termination of my
employment with HP, I will abide by the following Protective Covenants:


 


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(a)           No Conflicting Business Activities.  I will not provide services to a Competitor
in any role or position (as an employee, consultant, or otherwise) that would
involve Conflicting Business Activities (but while I remain a resident of
California and subject to the laws of California, the restriction in this
clause (paragraph 7, subpart (a)) will apply only to Conflicting Business
Activities that result in unauthorized use or disclosure of HP’s Confidential
Information);


 


(b)           No Solicitation of Customers.  I will not (in person or through assistance
to others) knowingly participate in soliciting or communicating with any customer
of HP in pursuit of a Competing Line of Business if I either had
business-related contact with that customer or received Confidential
Information about that customer in the last two years of my employment at HP
(but while I remain a resident of California and subject to the laws of
California, the restriction in this clause (paragraph 7, subpart (b)) will
apply only to solicitations or communications made with the unauthorized
assistance of HP’s Confidential Information);


 


(c)           No Solicitation of HP Employees.  I will not (in person or through assistance
to others) knowingly participate in soliciting or communicating with an HP
Employee for the purpose of persuading or helping the HP Employee to end or
reduce his or her employment relationship with HP if I either worked with that
HP Employee or received Confidential Information about that HP Employee in the
last two years of my employment with HP; and


 


(d)           No Solicitation of HP Suppliers.  I will not (in person or through assistance
to others) knowingly participate in soliciting or communicating with an HP
Supplier for the purpose of persuading or helping the HP Supplier to end or
modify to HP’s detriment an existing business relationship with HP if I either
worked with that HP Supplier or received Confidential Information about that HP
Supplier in the last two years of my employment with HP.


 


As
used here, “Competitor” means an individual,
corporation, other business entity or separately operated business unit of an
entity that engages in a Competing Line of Business. “Competing
Line of Business” means a business that involves a
product or service offered by anyone other than HP that would replace or
compete with any product or service offered or to be offered by HP with which I
had material involvement while employed by HP (unless HP and its subsidiaries are no
longer engaged in or planning to engage in that line of business). “Conflicting Business Activities” means job duties or other
business-related activities in the United States or in any other country where
the HP business units in which I work do business, or management or supervision
of such job duties or business-related activities,  if such job duties or business-related
activities are the same as or similar to the job duties or business-related activities
in which I participate or as to which I receive Confidential Information in the
last two years of my employment with HP. 
“HP Employee”
means an individual employed by or retained as a consultant to HP or its
subsidiaries. “HP Supplier” means an individual,
corporation, other business entity or separately operated business unit of an
entity that regularly provides goods or services to HP or its subsidiaries,
including without limitation any OEM, ODM or subcontractor.


 


8.             Enforcement.  I make these
agreements to avoid any future dispute between myself and HP regarding specific
restrictions on my post-employment conduct that will be reasonable, necessary
and enforceable to protect HP’s Confidential Information and Proprietary
Developments and other legitimate business interests.  The Protective Covenants are ancillary to the
other terms of this Agreement and my employment relationship with HP.  This Agreement


 


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benefits both me and HP because, among other
things, it provides finality and predictability for both me and the company
regarding enforceable boundaries on my future conduct.  Accordingly, I agree that this Agreement and
the restrictions in it should be enforced under common law rules favoring the
enforcement of such agreements.  For
these reasons, I agree that I will not pursue any legal action to set aside or
avoid application of the Protective Covenants.


 


9.             Notice of Post-Employment Activities.  If I
accept a position with a Competitor at any time within twelve months following
termination of my employment with HP, I will promptly give written notice to
the senior Human Resources manager for the HP business sector in which I
worked, with a copy to HP’s General Counsel, and will provide HP with the
information it needs about my new position to determine whether such position
would likely lead to a violation of this Agreement (except that I need not
provide any information that would include the Competitor’s trade secrets).


 


10.           Relief; Extension. I understand
that if I violate this Agreement (particularly the Protective Covenants), HP
will be entitled to injunctive relief by
temporary restraining order, temporary injunction, and/or permanent injunction
and any other legal and equitable relief allowed by law.  Injunctive relief will not exclude other
remedies that might apply.  If I am found
to have violated any restrictions in the Protective Covenants, then the time
period for such restrictions will be extended by one day for each day that I am
found to have violated them, up to a maximum extension equal to the time period
originally prescribed for the restrictions.


 


11.           Severability;
Authority for Revision.  The provisions of this Agreement will be
separately construed.  If any provision
contained in this Agreement is determined to be void, illegal or unenforceable,
in whole or in part, then the other provisions contained herein will remain in
full force and effect as if the provision so determined had not been contained
herein.  If the restrictions provided in
this Agreement are deemed unenforceable as written, the parties expressly
authorize the court to revise, delete, or add to such restrictions to the
extent necessary to enforce the intent of the parties and to provide HP’s
goodwill, Confidential Information, Proprietary Developments and other business
interests with effective protection.  The
title and paragraph headings in this Agreement are provided for convenience of
reference only, and shall not be considered in determining its meaning, intent
or applicability. This agreement will inure to the benefit of the parties’
heirs, successors and assigns.


 


12.           Governing Law.  This Agreement will be governed by the laws
of the state in which I reside at the time of its enforcement.


 


 


	
  Signature:

  	
   

  	
   

  
	
   

  
	
  Date:

  	
   

  	
   

  
				



 


*Including:  California Labor Code Section 2870;  Delaware Code Title 19 Section 805;  Illinois 765ILCS1060/1-3, “Employees Patent
Act”;  Kansas Statutes Section 44-130;
Minnesota Statutes 13A Section 181.78; 
North Carolina General Statutes Article 10A, Chapter 66, Commerce
and Business, Section 66-57.1;  Utah
Code Sections 34-39-l through 34-39-3, “Employment Inventions Act”; Washington
Rev. Code, Title 49 RCW:  Labor
Regulations, Chapter 49.44.140.


 


ARCIPD
IE-CA 011108


 


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