Exhibit 10.32


 





 


 


EMPLOYEE INVENTION ASSIGNMENT AND

CONFIDENTIALITY AGREEMENT


 


In consideration of, and as a
condition to, my employment with RealD Inc., a Delaware corporation (the “Company”), I hereby
represent to, and agree with, the Company as follows:


 


1.                                      Purpose
of Agreement.  I understand
that the Company is engaged in a continuous program of research, development,
production and marketing in connection with its business and that it is
critical for the Company to preserve and protect its “Proprietary Information”
(as defined in Section 7 below), its rights in “Inventions” (as defined in
Section 2 below) and in all related intellectual property rights.  Accordingly, I am entering into this Employee
Invention Assignment and Confidentiality Agreement (this “Agreement”) as a
condition of my employment with the Company, whether or not I am expected to
create inventions of value for the Company.


 


2.                                      Disclosure
of Inventions.  I will promptly disclose in confidence to the
Company all inventions, improvements, designs, original works of authorship,
formulas, processes, compositions of matter, computer software programs,
databases, mask works and trade secrets (the “Inventions”) that I make or conceive or
first reduce to practice or create, either alone or jointly with others, during
the period of my employment, whether or not in the course of my employment, and
whether or not such Inventions are patentable, copyrightable or protectible as
trade secrets.


 


3.                                      Work
for Hire; Assignment of Inventions. 
I acknowledge and agree that any copyrightable works created by me
within the scope of my employment are “works for hire” under the Copyright Act
and that the Company will be considered the author and owner of such
copyrightable works.  I agree that all
Inventions that (i) are developed using equipment, supplies, facilities or
trade secrets of the Company, (ii) result from work performed by me for
the Company, or (iii) relate to the Company’s business or current or
anticipated research and development (the “Assigned Inventions”), will be the sole and
exclusive property of the Company and are hereby irrevocably assigned by me to
the Company.


 


4.                                      Labor
Code Section 2870 Notice. 
I have been notified and understand that the provisions of Sections 3
and 5 of this Agreement do not apply to any Assigned Invention that qualifies
fully under the provisions of Section 2870 of the California Labor Code,
which states as follows:


 


ANY PROVISION IN AN EMPLOYMENT
AGREEMENT WHICH PROVIDES THAT AN EMPLOYEE SHALL ASSIGN, OR OFFER TO ASSIGN, ANY
OF HIS OR HER RIGHTS IN AN INVENTION TO HIS OR HER EMPLOYER SHALL NOT APPLY TO
AN INVENTION THAT THE EMPLOYEE DEVELOPED ENTIRELY ON HIS OR HER OWN TIME
WITHOUT USING THE EMPLOYER’S EQUIPMENT, SUPPLIES, FACILITIES, OR TRADE SECRET
INFORMATION EXCEPT FOR THOSE INVENTIONS THAT EITHER: (1) RELATE AT THE
TIME


 


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OF CONCEPTION OR REDUCTION TO
PRACTICE OF THE INVENTION TO THE EMPLOYER’S BUSINESS, OR ACTUAL OR DEMONSTRABLY
ANTICIPATED RESEARCH OR DEVELOPMENT OF THE EMPLOYER; OR (2) RESULT FROM
ANY WORK PERFORMED BY THE EMPLOYEE FOR THE EMPLOYER.  TO THE EXTENT A PROVISION IN AN EMPLOYMENT
AGREEMENT PURPORTS TO REQUIRE AN EMPLOYEE TO ASSIGN AN INVENTION OTHERWISE EXCLUDED
FROM BEING REQUIRED TO BE ASSIGNED UNDER CALIFORNIA LABOR CODE
SECTION 2870(a), THE PROVISION IS AGAINST THE PUBLIC POLICY OF THIS STATE
AND IS UNENFORCEABLE.


 


5.                                      Assignment
of Other Rights.  In addition to
the foregoing assignment of Assigned Inventions to the Company, I hereby
irrevocably transfer and assign to the Company: (i) all worldwide patents,
patent applications, copyrights, mask works, trade secrets and other
intellectual property rights in any Assigned Inventions; and (ii) any and
all “Moral Rights” (as defined below) that I may have in or with respect to any
Assigned Inventions.  I also hereby
forever waive and agree never to assert any and all Moral Rights I may have in
or with respect to any Assigned Inventions, even after termination of my work
on behalf of the Company. “Moral
Rights” mean any rights to claim authorship of an Assigned
Inventions, to object to or prevent the modification of any Assigned
Inventions, or to withdraw from circulation or control the publication or
distribution of any Assigned Inventions, and any similar right, existing under
judicial or statutory law of any country in the world, or under any treaty,
regardless of whether or not such right is denominated or generally referred to
as a “moral right”.


 


6.                                      Assistance.  I agree to assist the Company in every proper
way to obtain for the Company and enforce patents, copyrights, mask work
rights, trade secret rights and other legal protections for the Company’s
Assigned Inventions in any and all countries. 
I will execute any documents that the Company may reasonably request for
use in obtaining or enforcing such patents, copyrights, mask work rights, trade
secrets and other legal protections.  My
obligations under this paragraph will continue beyond the termination of my employment
with the Company, provided that the Company will compensate me at a reasonable
rate after such termination for time or expenses actually spent by me at the
Company’s request on such assistance.  I
appoint the Secretary of the Company as my attorney-in-fact to execute
documents on my behalf for this purpose.


 


7.                                      Proprietary
Information.  I understand
that my employment by the Company creates a relationship of confidence and
trust with respect to any information of a confidential or secret nature that
may be disclosed to me by the Company that relates to the business of the
Company or to the business of any parent, subsidiary, affiliate, customer or
supplier of the Company or any other party with whom the Company agrees to hold
information of such party in confidence (the “Proprietary Information”).  Such Proprietary Information includes, but is
not limited to, Assigned Inventions, marketing plans, product plans, business
strategies, financial information, forecasts, personnel information, customer
lists and domain names.


 


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8.                                      Confidentiality.  At all times, both during my employment and
after its termination, I will keep and hold all such Proprietary Information in
strict confidence and trust.  I will not
use or disclose any Proprietary Information without the prior written consent
of the Company, except as may be necessary to perform my duties as an employee
of the Company for the benefit of the Company. 
Upon termination of my employment with the Company, I will promptly
deliver to the Company all documents and materials of any nature pertaining to
my work with the Company.  I will not
take with me any documents or materials or copies thereof containing any
Proprietary Information.


 


9.                                      No
Breach of Prior Agreement. 
I represent that my performance of all the terms of this Agreement and
my duties as an employee of the Company will not breach any invention
assignment, proprietary information, confidentiality or similar agreement with
any former employer or other party.  I
represent that I will not bring with me to the Company or use in the
performance of my duties for the Company any documents or materials or
intangibles of a former employer or third party that are not generally
available to the public or have not been legally transferred to the Company.


 


10.                               Efforts;
Duty Not to Compete.  I
understand that my employment with the Company requires my undivided attention
and effort during normal business hours. While I am employed by the Company, I
will not, without the Company’s express prior written consent, provide services
to, or assist in any manner, any business or third party which competes with
the current or planned business of the Company.


 


11.                               Notification.  I hereby authorize the Company to notify my
actual or future employers of the terms of this Agreement and my
responsibilities hereunder.


 


12.                               Non-Solicitation
of Employees/Consultants. 
During my employment with the Company and for a period of one
(1) year thereafter, I will not directly or indirectly solicit away
employees or consultants of the Company for my own benefit or for the benefit
of any other person or entity.


 


13.                               Non-Solicitation
of Suppliers/Customers. 
During my employment with the Company and after termination of my
employment, I will not directly or indirectly solicit or take away suppliers or
customers of the Company if the identity of the supplier or customer or
information about the supplier or customer relationship is a trade secret or is
otherwise deemed confidential information within the meaning of California law.


 


14.                               Injunctive
Relief.  I understand
that in the event of a breach or threatened breach of this Agreement by me the
Company may suffer irreparable harm and will therefore be entitled to
injunctive relief to enforce this Agreement.


 


15.                               Governing
Law; Severability.  This
Agreement will be governed by and construed in accordance with the laws of the
State of California, without giving effect to that body of laws pertaining to
conflict of laws.  If any provision of
this Agreement is determined by any court or arbitrator of competent
jurisdiction to be invalid, illegal or unenforceable in any


 


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respect, such provision will be
enforced to the maximum extent possible given the intent of the parties
hereto.  If such clause or provision
cannot be so enforced, such provision shall be stricken from this Agreement and
the remainder of this Agreement shall be enforced as if such invalid, illegal
or unenforceable clause or provision had (to the extent not enforceable) never
been contained in this Agreement. 
Notwithstanding the forgoing, if the value of this Agreement based upon
the substantial benefit of the bargain for any party is materially impaired,
which determination as made by the presiding court or arbitrator of competent
jurisdiction shall be binding, then this Agreement will not be enforceable
against such affected party and both parties agree to renegotiate such
provision(s) in good faith.


 


16.                               Counterparts.  This Agreement may be executed in any number
of counterparts, each of which when so executed and delivered will be deemed an
original, and all of which together shall constitute one and the same
agreement.


 


17.                               Titles
and Headings.  The titles,
captions and headings of this Agreement are included for ease of reference only
and will be disregarded in interpreting or construing this Agreement.  Unless otherwise specifically stated, all
references herein to “sections” and “exhibits” will mean “sections” and
“exhibits” to this Agreement.


 


18.                               Entire
Agreement. 
This Agreement and the documents referred to herein constitute the
entire agreement and understanding of the parties with respect to the subject
matter of this Agreement, and supersede all prior understandings and
agreements, whether oral or written, between or among the parties hereto with
respect to the specific subject matter hereof.


 


19.                               Amendment
and Waivers. 
This Agreement may be amended only by a written agreement executed by
each of the parties hereto.  No amendment
of or waiver of, or modification of any obligation under this Agreement will be
enforceable unless set forth in a writing signed by the party against which
enforcement is sought.  Any amendment
effected in accordance with this section will be binding upon all parties
hereto and each of their respective successors and assigns.  No delay or failure to require performance of
any provision of this Agreement shall constitute a waiver of that provision as
to that or any other instance.  No waiver
granted under this Agreement as to any one provision herein shall constitute a
subsequent waiver of such provision or of any other provision herein, nor shall
it constitute the waiver of any performance other than the actual performance
specifically waived.


 


20.                               Successors
and Assigns; Assignment. 
Except as otherwise provided in this Agreement, this Agreement, and the
rights and obligations of the parties hereunder, will be binding upon and inure
to the benefit of their respective successors, assigns, heirs, executors,
administrators and legal representatives. 
The Company may assign any of its rights and obligations under this
Agreement.  No other party to this
Agreement may assign, whether voluntarily or by operation of law, any of its
rights and obligations under this Agreement, except with the prior written
consent of the Company.


 


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21.                               Further
Assurances.  The parties
agree to execute such further documents and instruments and to take such
further actions as may be reasonably necessary to carry out the purposes and
intent of this Agreement.


 


22.                               “At
Will” Employment.  I understand
that this Agreement does not constitute a contract of employment or obligate
the Company to employ me for any stated period of time.  I understand that if I am an “at will” employee
of the Company, my employment can be terminated at any time, for any reason or
for no reason, by either the Company or myself. 
This Agreement shall be effective as of the first day of my employment
by the Company.


 


 


	
  RealD Inc.:

  	
   

  	
  Employee:

  



 


 


	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Michael V. Lewis

  	
   

  	
  Signature

  	
   

  
	
   

  	
  Chief Executive Officer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Print Name:

  	
   

  



 


	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  



 


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