# **Exhibit 10.2**

 

**EMPLOYEE NONCOMPETITION,**

**NONDISCLOSURE AND DEVELOPMENTSAGREEMENT**

 

                In considerationand as a condition of my employment by META Group, Inc., or any of itssubsidiaries, subdivisions or affiliates, (“MG,” or the “Company”), and thecompensation received by me from the Company from time to time, I hereby agreewith the Company as follows:

 

                1.             During my employment by theCompany, I will devote my full time and best efforts to the business of theCompany and I further agree that during my employment by the Company and for aperiod of one (1) year thereafter, regardless of the reason for my terminationof employment, I will not, directly or indirectly:

 

(i)                      alone oras a partner, joint venturer, consultant, officer, director, employee, agent,independent contractor or stockholder of any company or business organization,engage in any business activity and/or accept employment with any person orentity, which is or may be directly or indirectly in competition with theproducts or services being developed, planned, drafted, manufactured, marketed,distributed, sold or otherwise provided by the Company, including engaging inany business activity and/or accepting employment with any person or entitywhich competes with the Company by developing, marketing, selling or assistingothers to develop, market or sell syndicated research services that arecompetitive with the services of MG existing or planned; provided, however,that the record or beneficial ownership by me of 5% or less of the outstandingpublicly traded capital stock of any such company shall not be deemed, in andof itself, to be in violation of this Section 1;

 

(ii)                     employ,or assist any company or business organization by which I am employed or whichis directly or indirectly controlled by me to employ, any person who isemployed by the Company, or is an agent, representative or consultant of theCompany, at any time during my employment or during the period of one (1) yearthereafter, or in any manner seek to solicit or induce any such person to leavehis or her employment with the Company, or assist in the recruitment of anysuch person; or

 

(iii)                    solicitor do business with any former or current client of the Company made known tome by MG during my employment with the Company on behalf of a businesscompetitive with the Company.

 

                2.             I will not at any time, whetherduring or after the termination of my employment for any reason, reveal to anyperson or entity any Confidential Information (as defined herein), except asmay be required in the ordinary course of performing my duties as an employeeof the Company, and I shall keep secret all matters entrusted to me and shallnot use or attempt to use any such information in any manner which may injureor cause loss or may be calculated to injure or cause loss, whether directly orindirectly, to the Company.

                The term"Confidential Information" shall mean any of the trade secrets orconfidential information concerning the organization, business or finances ofthe Company or of any third party which the Company is under an obligation tokeep confidential.  Such ConfidentialInformation shall include, but is not limited to, trade secrets or confidentialinformation respecting existing and future products and services, designs,methods, formulas, drafts of publications, research, know-how, techniques,systems, databases, processes, software programs, developments or experimentalwork, works of authorship, customer lists, business plans, marketing plans,projects, and all other plans and proposals.

 

                3.             I agree that during my employment Ishall not make, use or permit to be used any Company Documentation (as definedherein) otherwise than for the benefit of the Company.  I further agree that I shall not, after the terminationof my employment for any reason, use or permit others to use any such CompanyDocumentation, it being agreed that all Company documentation shall be andremain the sole and exclusive property of the Company.  Immediately upon the termination of myemployment for any reason I shall deliver all Company Documentation, and allcopies thereof, to the Company, at its main office.

 

                The term"Company Documentation" shall mean notes, drafts, research,memoranda, manuscripts, reports, proposals, business plans, marketing plans,lists, correspondence, records, drawings, sketches, blueprints, specifications,software programs, data, documentation or other materials of any nature and inany form, whether written, printed, or in digital format or otherwise, relatingto any matter within the scope of the business of the Company or concerning anyof its dealings or affairs.

 

                4.             I agree that I will not, during myemployment with the Company, improperly use or disclose any proprietaryinformation or trade secrets of my former employers or of any other thirdparties, and that I will not bring onto the premises of the Company anyunpublished document or any property belonging to my former employers or of anyother third party, unless consented to in writing by said employers or thirdparties.

                5.             I recognize that the Company hasreceived and in the future will receive from third parties their confidentialor proprietary information subject to a duty on the Company’s part to maintainthe confidentiality of such information and to use it only for certain limitedpurposes.  I agree that I owe theCompany and such third parties, during the term of my employment andthereafter, regardless for the reason for my termination of employment, a dutyto hold all such confidential or proprietary information in the strictest ofconfidence and not to disclose it to any person, entity or corporation (exceptas necessary in carrying out my work for the Company consistent with theCompany’s agreement with such third party) or to use it for the benefit ofanyone other than for the Company or such third party (consistent with theCompany’s agreement with such third party) without the express writtenauthorization of the Board of Directors of the Company.

 

                6.             If at any time or times during myemployment, I shall (either alone or with others) make, conceive, create,discover, or reduce to practice any Development (as defined herein) that:  (a) relates to the business of theCompany or any customer of or supplier to the Company or any of the products orservices being developed, manufactured, marketed or sold by the Company orwhich may be used in relation therewith; or (b) results from tasksassigned to me by the Company; or (c) results from the use of premises orpersonal property (whether tangible or intangible) owned, leased or contractedfor by the Company, such Developments and the benefits thereof are and shallimmediately become the sole and absolute property of the Company and itsassigns, as works made for hire or otherwise. I shall promptly disclose to the Company (or any persons designated byit) each such Development.  I herebyassign any rights (including, but not limited to, any copyrights andtrademarks) I may have or acquire in the Developments and benefits and/orrights resulting therefrom to the Company and its assigns without furthercompensation and shall communicate, without cost or delay, and withoutdisclosing to others the same, all available information relating thereto (withall necessary plans, drafts, manuscripts, research and models) to the Company. 

 

                The term"Developments" shall mean any modification, discovery, design,development, improvement, process, software program, software code, manuscript,work of authorship, work made for hire, derivative work, documentation,publication, formula, data, technique, know-how, trade secret or intellectualproperty right whatsoever or any interest therein (whether or not registrableunder copyright, trademark or similar statutes (including but not limited tothe Semiconductor Chip Protection Act) or subject to analogous protection).

 

                7.             I will also promptly disclose tothe Company, and the Company hereby agrees to receive all such disclosures inconfidence, any other modification, discovery, design, development,improvement, process, software program, software code, manuscript,documentation, publication, formula, data, technique, know-how, secret orintellectual property right whatsoever or any interest therein (whether or notregistrable under copyright or similar statutes or subject to analogousprotection) made, conceived, discovered, reduced to practice or possessed by me(either alone or with others) at any time or times during my employment for thepurpose of determining whether they constitute “Developments," as definedin Paragraph 6.

                8.             I will, during my employment and atany time thereafter, regardless of the reason for the termination of myemployment, at the request and cost of the Company, promptly sign, execute,make and do all such deeds, documents, acts and things as the Company and itsduly authorized officers may reasonably require:

 

(a)       to apply for, obtain, register and vestin the name of the Company alone (unless the Company otherwise directs)copyrights, trademarks or other analogous protection in any country throughoutthe world and when so obtained or vested to renew and restore the same; and

 

(b)       to defend any judicial, opposition orother proceedings in respect of such applications and any judicial, oppositionor other proceedings or petitions or applications for revocation of such copyright,trademark or other analogous protection.

 

                9.             In the event the Company is unable,after reasonable effort, to secure my signature on any application forcopyright or trademark registration or other documents regarding any legalprotection relating to a Development (as defined in Paragraph 6), whetherbecause of my physical or mental incapacity or for any other reason whatsoever,I hereby irrevocably designate and appoint the Company and its duly authorizedofficers and agents as my agent and attorney-in-fact, to act for and in mybehalf and stead to execute and file any such application or applications orother documents and to do all other lawfully permitted acts to further theprosecution and issuance of copyright or trademark registrations or any otherlegal protection thereon with the same legal force and effect as if executed byme.

 

                10.           I agree to keep and maintain adequateand current written records of all Developments (as defined in Paragraph 6hereto) made by me (solely or jointly with others) during the term of myemployment with the Company.  Therecords will be in the form of notes, sketches, drawings, and any other formatthat may be specified by the Company at all times.

 

                11.           I agree to and consent to the use ofmy name, picture, signature, voice, image, and/or likeness by the Company.  Further, I waive all claims I have againstthe Company and its officers, employees, and agents arising out of theCompany’s use, adaptation, reproduction, modification, distribution,exhibition, or other commercial exploitation of my name, picture, signature,voice, image, and/or likeness, including but not limited to right of privacy,right of publicity and celebrity, use of voice, name or likeness, defamation,and copyright infringement.  I furtherrepresent and warrant that I have not heretofore made any contract orcommitment in conflict with this consent and waiver.

                12.           I agree that, at the time of leavingthe employ of the Company for any reason, I will deliver to the Company (andwill not keep in my possession or deliver to anyone else) any and all CompanyDocumentation (as defined in Paragraph 3), keys, materials, equipment,devices, other documents or property, or reproductions of any aforementioneditems belonging to the Company, its successors or assigns.  I further agree to return to or otherwiseinform the Company of all means of access to any account, database, or computersystem of the Company (whether personal to me or public, published orunpublished, standard or backdoor, including all account names, passwords,access codes, unique personal identification numbers, any code kept secret andany other means allowing employee access to Company data or documentation).

 

                13.           I agree that any breach of thisAgreement by me will cause irreparable damage to the Company and that in theevent of such breach the Company shall have, in addition to any and allremedies of law, the right to an injunction, specific performance or otherequitable relief to prevent the violation of my obliga­tions hereunder, withoutshowing or proving actual damages or exhausting any Company remedy in the formof money damages and without having to post a bond or any other security.

 

                14.           I understand that this Agreement doesnot create an obligation on the Company or any other person to continue myemployment.  I further acknowledge andagree that my employment is at-will, and that both I and the Company canterminate my employment without reason and at any time.

 

                15.           I represent that my performance ofall of the terms of this Agreement and as an employee of the Company does notand will not breach any agreement to keep in confidence proprietary informationacquired by me in confidence or in trust prior to my employment by theCompany.  I have not entered into, and Iagree I will not enter into, any agreement either written or oral in conflictherewith.

 

                16.           I further represent that if therepresentations set forth in the preceding paragraph are inapplicable, I haveattached hereto a copy of each agreement, if any, which presently affects mycompliance with the terms of this Agreement. (Such copy specifies the other contracting party or employer, the dateof such agreement, the date of termination of any employment.)  IF THERE ARE ANY SUCH AGREEMENTS, THEUNDERSIGNED SHOULD INITIAL HERE. OTHERWISE IT WILL BE DEEMED THAT THERE ARE NO SUCH AGREEMENTS. ____.

 

                17.           Any waiver by the Company of a breachof any provision of this Agreement shall not operate or be construed as awaiver of any subsequent breach of such provision or any other provisionhereof.

 

                18.           This Agreement sets forth the entireagreement and understanding between the Company and me relating to the subjectmatter herein and supersedes all prior discussions, agreements andunderstandings between us respecting the subject matter hereof.  Any amendment to or modification of thisAgreement, or any waiver of any provision hereof, must be in writing and signedby the Company.  Any subsequent changeor changes in my duties, salary compensation or employment status will notaffect the validity or scope of this Agreement.  Any waiver by the Company of any provision of this Agreementshall not operate or be construed as a waiver of any subsequent breach thereof.

                19.     I hereby agree that each provision hereinshall be treated as a separate and independent clause, and the unenforceabilityof any one clause shall in no way impair the enforce­ability of any of theother clauses of the Agreement. Moreover, if one or more of the provisions contained in this Agreementshall for any reason be held to be excessively broad as to scope, activity,subject or otherwise so as to be unenforceable at law, such provision orprovisions shall be construed by the appropriate judicial body by limiting orreducing it or them, so as to be enforceable to the maximum extent compatiblewith the applicable law as it shall then appear.  I hereby further agree that the language of all parts of thisAgreement shall in all cases be construed as a whole according to its fairmeaning and not strictly for or against any of the parties.

 

                20.           This Agreement shall be effective asof the date entered below.  Myobligations under this Agreement shall survive the termination of my employmentregardless of the reason of such termination and shall be binding upon my heirs,executors, admin­istrators and legal representatives.

 

                21.           The Company shall have the right toassign this Agreement to its successors and assigns, and all covenants andagreements hereunder shall inure to the benefit of and be enforceable by said successorsor assigns.

 

                22.           This Agreement shall be governed byand construed in accordance with the laws of the State of Connecticut and shallin all respects be interpreted, enforced and governed under the internal anddomestic laws of such state, without giving effect to the principles ofconflicts of laws of such state.  Anyclaims or legal actions by one party against the other arising out of therelationship between the parties contemplated herein (whether or not arisingunder this Agreement) shall be governed by the laws of the State of Connecticutand shall be commenced and maintained in any state or federal court located inConnecticut, and both parties hereby submit to the jurisdiction and venue ofany such court.

                IN WITNESS WHEREOF, theundersigned has executed this Agree­ment as a sealed instrument as of the 11thday of September, 2001.

 

 

 
| /s/ Michael Levine         |   |
|----------------------------|--------|
| Name:  Michael Levine |   |
|                       |   |
|                       |   |
|                       |   |
| 1204 Timberbrook Drive     |   |
| Bedminster, NJ 07921       |   |
| Address                    |   |