**Exhibit10.51**

 

ZORANPROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

 

I recognize that Zoran Corporation, a DelawareCorporation, together with its subsidiaries (hereinafter collectively referredto as the “Company”) is engaged in a continuous program of research,development, production and marketing respecting its business, present andfuture.

 

I understand that:

 

A.                                   As part ofmy employment by the Company I am expected to make new contributions andinventions of value to the Company; and

 

B.                                     My employmentcreates a relationship of confidence and trust between me and the Company withrespect to any information:

 

(1)                                  Applicableto the business of the Company; or

 

(2)                                  Applicableto the business of any client or customer of the Company, which may be made knownto me by the Company or by any client or customer of the Company, or learned byme during the period of my employment.

 

C.                                     The Companypossesses and will continue to possess information that has been created,discovered or developed, or has otherwise become known to the Company(including without limitation information created, discovered, developed ormade known by or to me during the period of or arising out of my employment bythe Company), which information has commercial value in the business in whichthe Company is engaged and is treated by the Company as confidential.  All such information is hereinafter referredto as “Proprietary Information.”  By wayof illustration, but not limitation, Proprietary Information includes tradesecrets, processes, formulae, data, programs, know-how, improvements,discoveries, developments, designs, inventions, techniques, marketing plans,strategies, forecasts, new products, unpublished financial statements, budgets,projections, licenses, prices, costs and customer and supplier lists.

 

D.                                    As usedherein, the period of my employment includes any time in which I may beretained by the Company as a consultant.

 

In consideration of my employment or continuedemployment, as the case may be, and the compensation received by me from theCompany from time to time, I HEREBY AGREE AS FOLLOWS:

 

Prior to entering the employ of the Company, Ihave terminated employment with one or more prior employers.  I agree to indemnify and hold harmless theCompany, its directors, officers and employees against any liabilities andexpenses, including amounts paid in settlement, incurred by any of them inconnection with any claim by any of my prior employers that the termination ofmy employment with such employer, my

 

 

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employment by theCompany, or use of any skills and knowledge by the Company is a violation ofcontract or law.

 

# 1.                                       AllProprietary Information shall be the sole property of the Company and itsassigns, and the Company and its assigns shall be the sole owner of allpatents, copyrights and other rights in connection therewith.  I hereby assign to the Company any rights Imay have or acquire in all Proprietary Information.  At all times, both during my employment bythe Company and after its termination, I will keep in strictest confidence andtrust all Proprietary Information, and I will not use or disclose anyProprietary Information, or anything relating to it without the written consentof the Company, except as may be necessary in the ordinary course of performingmy duties as an employee of the Company.

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# 2.                                       I agree thatduring the period of my employment by the Company I will not, without theCompany’s express written consent, engage in any employment or business, otherthan for the Company.

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# 3.                                       In the eventof the termination of my employment by me or by the Company for any reason, Iwill deliver to the Company all documents, notes, drawings, specification,programs, data and other material of any nature pertaining to my work with theCompany and I will not take with me any of the foregoing, any reproduction ofany of the foregoing or any Proprietary Information that is embodied in atangible medium of expression.

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I agree that for a period of one year followingtermination of my employment with the Company, I will not solicit or in anymanner encourage employees of the Company to leave its employ.  I further agree that during such period Iwill not offer or cause to be offered employment to any person who was employedby the Company at any time during the six months prior to the termination of myemployment with the Company.

 

# 4.                                       I willpromptly disclose to the Company, or any persons designated by it, alldiscoveries, developments, designs, improvements, inventions, formulae, processes,techniques, programs, know-how and data, whether or not patentable orregistrable under copyright or similar statues, made or conceived or reduced topractice or learned by me, either alone or jointly with others, during theperiod of my employment that are related to or useful in the business of theCompany, or result from tasks assigned to me by the Company, or result from useof premises owned, leased or contracted for by the Company (all suchdiscoveries, developments, designs, improvements, inventions, formulae,processes, techniques, programs, know-how and data are hereinafter referred toas “Inventions”).  I will also promptlydisclose to the Company, and the Company hereby agrees to receive, all suchdisclosures in confidence, all other discoveries, developments, designs,improvements, inventions, formulae, processes, techniques, programs, know-howand data, whether or not patentable or registrable under copyright or similarstatues, made or conceived or reduced to practice or leaned by me, either aloneor jointly with others, during the period of my employment for the purpose ofdetermining whether they constitute “Inventions,” as defined above.

 

 

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# 5.                                       I agree thatall Inventions shall be the sole property of the Company and its assigns, andthe Company and its assigns shall be the sole owner of all patents, copyrightsand other rights in connection therewith. I hereby assign to the Company any rights I may have or acquire in allInventions.  I further agree as to allsuch Inventions to assist the Company in every proper way (but at the Company’sexpense) to obtain and from time to time enforce patents, copyrights and otherrights and protections relating to said Inventions in any and all countries,and to that end, I will execute all documents for use in applying for andobtaining such patents, copyrights and other rights and protections on anyenforcing such Inventions, as the Company may desire, together with anyassignments thereof to the Company or persons designated by it.  My obligations to assist the company inobtaining and enforcing patents, copyrights and other rights and protectionsrelating to said Inventions in any and all countries shall continue beyond thetermination of my employment, but the Company shall compensate me at areasonable rate after such termination for time actually spent by me at theCompany’s request on such assistance.  Inthe event the Company is unable, after reasonable effort, to secure mysignature on any document or documents needed to apply for or prosecute anypatent, copyright, or other right or protection relating to an Invention,whether because of my physical or mental incapacity or for any other reasonwhatsoever, I hereby irrevocably designate and appoint the Company and its dulyauthorized officers and agents as my agent and attorney-in-fact, to act for andin my behalf and stead to execute and file any such application or applicationsand to do all other lawfully permitted acts to further the prosecution andissuance of patents, copyrights, or similar protections thereon with the samelegal force and effect as if executed by me.

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Any provision in the Agreement requiring me toassign my rights in any invention does not apply to an invention that qualifiesfully under the provisions of Section 2870 of the California LaborCode.  That section provides thatthe requirement to assign

 

“shallnot apply to an invention for which no equipment , supplies, facility, or tradesecret information of the employer was used and which was developed entirely onthe employee’s own time, and (a) which does not relate (1) to thebusiness of the employer or (2) to the employer’s actual or demonstrablyanticipated research or development, or (b) which does not result from anywork performed by the employee for the employer.”

 

I understand that I bear the full burden ofproving to the Company that an invention qualifies fully under Section 2870.  By signing this Agreement, I acknowledgereceipt of a copy of this Agreement and of written notification of theprovisions of Section 2870. Notwithstanding the foregoing, I also assign to the Company (or asdirected by it) any rights I may have or acquire in an invention, full title towhich is required to be in the United States by a contract between the Companyand the United States or any of its agencies.

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# 6.                                       As a matterof record I have identified on Item 1 of Exhibit A attached heretoall inventions or improvements relevant to the subject matter of my employmentby the Company which have been made or conceived or first reduced to practiceby me alone or jointly with others prior to my engagement by the Company whichI desire to remove from the operation of this Agreement; and I represent andwarrant that such list is complete.  Ifthere is not such list on Exhibit A, I represent tat I have made no suchinventions and improvements at the time of signing this Agreement.

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# 7.                                       I representthat my performance of all the terms of this Agreement and as an employee ofthe Company does not and will not breach any agreement to keep in confidenceproprietary information acquired by me in confidence or in trust prior to myemployment by the Company.  I have notentered into, and I agree I will not enter into, any agreement either writtenor oral in conflict herewith.

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# 8.                                       I understandas part of the consideration for the offer of employment extended to me by theCompany and of my employment or continued employment by the Company, that Ihave not brought and will not bring with me to the Company or use in theperformance of my responsibilities at the Company any materials or documents ofa former employer which are not generally available to the public, unless Ihave obtained written authorization from the former employer for theirpossession and use.

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Accordingly, this is to advise the Company thatthe only materials or documents of a former employer which are not generallyavailable to the public that I have brought or will bring to the Company or haveused or will use in my employment are identified on Item 2 of Exhibit Aattached hereto, and, as to each said item, I represent that I have obtainedprior to the effective date of my employment with the Company writtenauthorization for their possession and sue in my employment with the Company.

 

I also understand that, in my employment withthe Company, I am not to breach any obligation of confidentiality that I haveto former employers, and I agree that I shall fulfill all such obligationsduring my employment with the Company.

 

I agree that in addition to any other rights andremedies available to the Company for ay breach by me of my obligationshereunder, the Company shall be entitled to enforcement of my obligationshereunder by court injunction.

 

If any provision of this Agreement shall bedeclared invalid, illegal or unenforceable, such provision shall be severed andall remaining provisions shall continue in full force and effect.

 

# 9.                                       ThisAgreement shall be effective as of the first day of my employment by theCompany, namely:                                                        ,19       .

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# 10.                                 ThisAgreement shall be binding upon me, my heirs, executors, assigns andadministrators and shall inure to the benefit of the Company, its successorsand assigns.

 

 

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This Agreement shall be governed in all respectsby the laws of the State of California, excluding its conflicts of laws rules.

 
| Signature:                                |   |   | Dated: |   |   |
|-------------------------------------------|--------|--------|--------|--------|--------|
|                                      |   |   |   |   |   |
| Print Name:                               |   |   |   |   |   |
|                                      |   |   |   |   |
| ACCEPTED AND AGREED TO  ZORAN CORPORATION |   |   |   |   |
|                                      |   |   |   |   |
| By:                                       |   |   | Date:  |   |   |
|                                      |   |   |   |   |   |
| Print Name:                               |   |   | Title: |   |   |
|                                           |        |        |        |        |        |  |  |

 

 

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EXHIBIT A

 

Zoran Corporation1390 Kifer RoadSunnyvale, CA  94086

 

Gentlemen:

 

1.                                       Thefollowing is a complete list of all inventions or improvements relevant to thesubject matter of my employment by Zoran Corporation (the “Company”) that havebeen made or conceived or first reduced to practice by me alone or jointly withothers prior to my employment by the Company:

 
|   | o      | No inventions or  improvements |
|--------|--------|--------------------------------|
|   |   |                           |
|   | o      | See below:                     |
|   |   |                           |
|   |   |                           |
|   |   |                           |
|   | o      | Additional sheets  attached    |

 

2.                                       I propose tobring to my employment the following materials and documents of a formeremployer that are not generally available to the public, which materials anddocuments may be used in my employment pursuant to the express writtenauthorization of my former employer (a copy of which is attached hereto):

 
|   | o      | No materials.                |
|--------|--------|------------------------------|
|   |   |                         |
|   | o      | See below:                   |
|   |   |                         |
|   |   |                         |
|   |   |                         |
|   | o      | Additional Sheets  attached. |

 

Very truly yours,

 
| Date:  |       |   | Print Name: |   |   |
|--------|------------|--------|-------------|--------|--------|
|   |       |   |
|   | Signature: |   |        |
|        |            |        |             |        |        |  |

 

 

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