exhibit_10-2








  EXHIBIT 10.2






 



EMPLOYMENT AGREEMENT

 


This EMPLOYMENT AGREEMENT
(the "Agreement"),
dated as of May 27, 2020 (the "Effective
Date") is made by and between
Rivulet Films, Inc., a Delaware corporation (the
"Company"),
Rivulet Media, Inc., a Delaware corporation (the
"Parent")
and Paris Film, Inc. with regard to the cash compensation and Rob
Paris (individually) with regard to the stock grant (collectively
the "Employee")
c/o Entertainment Law Partners, PC, 2431 San Marco Dr., Los
Angeles, California 90068. The Company, the Parent and Employee are
referred to in this Agreement individually as a
"Party"
and, collectively, as the "Parties."

 



RECITALS:

 


A. The
Company, a wholly owned subsidiary of Parent, is engaged in the
business of providing, creating, developing, producing, and
marketing films, movies and other video productions (the
"Business").

 


B. The
Company, the Parent and Employee desire to enter into this
Agreement to clarify the terms and conditions of Employee's
employment by the Company.

 



AGREEMENT:

 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are
acknowledged, the Parties agree as follows:

 



1.     
Employment/Duties.
Company agrees to employ Employee in the position of "President of
Rivulet Films" for the Company. Employee will be responsible for
performing those duties, as that position is commonly understood to
perform, that are reasonably assigned to Employee from time to time
by the CEO Mike Witherill of the Company, or by those individuals
designated by the CEO to assign such duties (collectively, the
“Services”).
The Company will provide appropriate training to Employee to permit
Employee to perform Employee's duties competently. Employee shall
directly report to the CEO.

 



2.     
Employment.
This Agreement shall commence upon Employee's signature and receipt
of the installation of such compensation (stock options and cash)
as noted in Exhibit
"A". Following
a six (6) month guaranteed term beginning on June 1, 2020 (the
"Guaranteed
Term"), then, following the
Guaranteed Term and issuance of all stock and guaranteed payment
per Exhibit “A”, EMPLOYEE AND COMPANY ACKNOWLEDGE THAT
THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR
WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION OF THE
EMPLOYEE, THE COMPANY OR THE COMPANY’S CEO, WITH OR WITHOUT
NOTICE. The Parties agree that the obligations created in
Sections
3(b), 6, 7, 9, 10, 11, 12, 13 and 14 of this Agreement will survive the termination of
Employee's employment with the Company.

 



3.     
Employee's
Responsibilities; Assignment of Film Projects.

 

 

 

 








 











 





 


(a) Employee
agrees that during the term of Employee's employment by the Company
Employee will devote Employee's non- exclusive, first priority, no
material interference business time (does not have to be in
person), and Employee's best efforts and abilities to the
performance of Employee's duties for the Company. Employee will act
with the Company's best interest in mind at all times and will
conduct itself and cause its affiliates to conduct themselves at
the highest professional standards of ethics and integrity.
Employee agrees to use Employee's best efforts and skills to
preserve and grow the business of the Company and the good will of
its customers, employees and persons having business relations with
the Company. Employee will comply with all applicable laws and with
all the Company's policies and procedures, as may be amended by the
Company in its sole discretion.

 


(b) To
the extent controlled by Employee (as delineated in Exhibit
“A”) and so long as Employee remains attached to each
project in perpetuity, Employee hereby grants to Company a right of
first refusal to all rights, title and interest to the Film
Projects (as defined on Exhibit
A). Employee further
acknowledges that such right of first refusal, and Employee's
covenants, representations and warranties set forth here is
material consideration for the Company entering into this Agreement
and without such conveyance the Company would not execute this
Agreement (the "Right of First Refusal
Period"). Any film projects not
listed on Exhibit
“A” and not
optioned to a third party under development, production or under
the control of Company, before the end of the Guaranteed Term will
remain with Employee without Company lien or
encumbrance.

 


4.    
Representations,
Warranties and Covenants.
Employee warrants and represents

 



that Employee is under no contractual, judicial or other restraint
that impairs Employee's right or legal ability to enter into this
Agreement and to carry out Employee's duties and responsibilities
for the Company.

 

(a) The
Company and Parent represent, warrant and covenant to Employee as
follows:

 


(i)    
The Company and Parent have the full authority, right, power
and legal
capacity to enter into this Agreement and to consummate the
transactions which are provided for herein. The execution of this
Agreement by the Company and Parent and its delivery to Employee,
and the consummation by it of the transactions which are
contemplated herein have been duly approved and authorized by all
necessary action by the Company and Parent and no further
authorization shall be necessary on the part of the Company or
Parent for the performance and consummation by the Company or
Parent of the transactions which are contemplated by this
Agreement.

 

(b) Employee
represents, warrants and covenants to the Company and Parent
that:

 


(i)    
Employee has the right to enter into this Agreement, to grant
and convey
the rights granted and conveyed herein and to perform fully all of
his obligations in this Agreement;

 









 

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(ii) Employee's
entering into this Agreement with the Company and Parent and his
performance of the Services do not and will not conflict with or
result in any breach or default under any other agreement to which
Employee is subject;

 


(iii) Employee
and its affiliates has the required skill, experience and
qualifications to perform the Services; Employee and its affiliates
shall perform his duties in a professional and workmanlike manner
in accordance with industry best standards for similar
services;

 


(iv) Employee
shall perform the Services in compliance with all applicable
federal, state and local laws and regulations;

 


(v) The
Company will receive good and valid title to the Film Projects and
to film projects to be developed in the future and all other
results and proceeds of the Services performed under this Agreement
(collectively, the "Deliverables"),
free and clear of all encumbrances and liens of any kind;
and

 


(vi) All
Deliverables shall be Employee's original work (except for material
in the public domain or provided or otherwise acquired by the
Company from other third parties) and, to the best of Employee's
knowledge, do not and will not violate or infringe upon the
intellectual property right or any other right whatsoever of any
person, firm, corporation or other entity

 

5.     

Compensation and Benefits.

 



(a)          Base
Salary. The Company shall pay
to Employee a base salary as set forth on Exhibit A
(the "Base
Salary") commencing June 1,
2020 paid monthly thereafter on the 1st
of each month during the Guaranteed
Term and thereafter and may be subject to applicable legal
deductions, all as may be determined by the Company from time to
time and in accordance with applicable law.

 



(b)          Options.
Promptly upon execution of this Agreement, subject to a stock
option plan which shall be attached hereto as Exhibit C and
incorporated herein by reference, the Parent will issue common
stock of the Parent in the amount of nine (9) million shares of
common stock at a strike price of Ten Cents ($.10) per share of
which five (5) million will vest immediately on execution of this
Agreement, two (2) million shares will no longer be subject of risk
of forfeiture on June 1, 2021 and the remaining two (2) million
shares will no longer be subject to risk of forfeiture on June 1,
2022. In addition, Employee will have the right to participate
freely in all equity stock option plans and programs established
for employees by the Company, which Employee shall participate in
all aspects and benefit to that of any other similarly situated
C-suite employee of Company, including Mike
Witherill.


 


(c)          Other
Benefits; Company Policies. During the Guaranteed Term (and
thereafter while Employee is employed), the Company will provide
Employee with other benefits (such as bonuses, perk packages,
preferred stock positions, box office bonuses, back-end/contingent compensation
and the like) made generally available to similarly situated
employees of the Company, including Mike Witherill. The Company may
terminate, alter, or augment all benefits offered to its employees,
including Employee, as it deems appropriate from time to time in
its sole and absolute discretion to the extent permitted by
applicable law, but shall not selectively terminate, alter or
augment any such treatment different from those made to other
employees. Employee shall comply with all Company policies enacted
or adopted from time to time by the Company including without
limitation and expense reimbursement policies.

 

 

 

 



 

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6.     
Training
and Confidential Information.
The Company will provide Employee with such specialized training as
the Company in its sole discretion deems necessary or beneficial to
Employee's performance of Employee's job duties and will also
provide confidential and proprietary information to Employee.
Employee agrees to safeguard all such confidential and proprietary
information as set forth in the Acknowledgement Regarding
Confidential Information and Original Work attached hereto
as Exhibit
B.


 


7.     
Restrictive
Covenants. In consideration for
the commitments made by the Company to Employee in this Agreement
regarding the Company's employment and training of Employee and the
Company's disclosure of its Confidential Information (as defined
in Exhibit B
hereto) to Employee, Employee agrees
to the restrictions set out in this Section
7. Employee recognizes and
agrees that these restrictions are necessary to protect the
Company's customer base, good will, Confidential Information and
other business interests. Accordingly, Employee hereby covenants
and agrees as follows:

 



(a)      Corporate
Opportunities. Subject to
Clause 3(b) above, during the term of this Agreement, Employee will
submit to the CEO of the Company all business, commercial and
investment opportunities or offers presented to Employee or of
which Employee or its affiliates become aware which relate to the
businesses of the Company as such businesses of the Company exist
at any time during the term of this Agreement. However, if the
Company determines not to pursue any Corporate Opportunity, then
Employee will retain all rights to exploit and pursue the Corporate
Opportunity at its sole discretion ("Corporate
Opportunities").

 



(b)      Non-Access.
Commencing on the date of Employee's termination from the Company
and continuing thereafter, neither Employee nor any of its
affiliates will access the Company's or Parent's computer systems,
download Parent or Company files or any information from the
Company's or Parent's computer systems or in any way interfere,
disrupt, modify or change any computer program used by the Company
or Parent or any data stored on the Company's or Parent's computer
systems.

 



(c)      Non-Disparagement.
The Parties agree that during the term of Employee's employment
with the Company and at any time thereafter, not to make any
statements or communications (written, oral or electronically,
publicly or privately) that are intended to or could disparage or
otherwise adversely affect the business reputation of the Employee,
the Parent or the Company, or each of their affiliates, or their
owners, shareholders, directors, managers, officers, employees, or
products or services. Without limitation, this
prohibition
applies to statements made anonymously, or under an alias, and
includes postings made online or via social media, including but
not limited to Facebook, Instagram, LinkedIn, TikTok, and
Twitter.

 

 



 

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(d)     
Amendment.
If the covenants contained in Sections
7(a)-(c) of this Agreement, or
any portion thereof, are found by any court having jurisdiction to
be too broad in scope, whether as to activities, time period,
geographic area or otherwise, these covenants will nevertheless
remain effective but will be considered amended to the extent
considered by such court to be reasonable, and will be fully
enforceable as so amended.

 

8.     

Termination of Agreement. This Agreement may be
terminated as set forth below.

 



(a)      Death or
Disability. This Agreement
shall automatically terminate upon the death of Rob Paris or upon
Rob Paris’ becoming disabled to the extent that Employee
cannot perform the essential functions of Employee's position due
to the inability of Rob Paris to perform the duties required of
Employee as determined in good faith by a physician reasonably
acceptable to the Company. In the event this Agreement is
terminated pursuant to this subsection, the Company shall pay to
Employee the Base Salary and common stock (under Clause 5(b)) due
to Employee through the date of the termination of Employee's
employment.

 



(b)      By the
Parties. Following the
Guaranteed Term (which the Company shall provide two (2) weeks'
notice of any such termination hereof), the Company may terminate
this Agreement immediately for any reason or no reason, with or
without notice. Employee may terminate this Agreement for any
reason or no reason by giving the Company two (2) weeks' prior
written notice of Employee's intent to terminate (the
"Notice
Period"). Upon giving such
notice by Employee, the Parties shall meet and in good faith confer
regarding Employee's work responsibilities during the Notice
Period. During the Notice Period, Employee agrees to use Employee's
reasonable best efforts to continue Employee's work for the Company
and the Company agrees to continue compensating Employee until
Employee's termination date with the same compensation and benefits
as Employee received immediately before the notice was given. In
the event this Agreement is terminated pursuant to this subsection
by either Party, the Company shall pay to Employee the Base Salary
due to Employee through the date of Employee's
termination.

 

9.  
   
Return of Property to the Company. Upon the termination of
Employee's employment
with the Company, Employee agrees to immediately provide the
Company with a written inventory of all Company-owned property in
Employee's possession or under Employee's control and to
immediately return to the Company all Company-owned property in
Employee's possession or control, including but not limited to
Confidential Information. After Employee's termination Employee
will not retain copies of any documents or other property belonging
to the Company. Employee will use Employee's reasonable best
efforts to delete, permanently remove or otherwise erase those
copies of any Company-owned property that resides on Employee's
hard drives, file servers, computer backups, disaster recovery or
electronic media continuity systems.

 

 

 

 



 

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The obligations of Employee with respect to any such Company-owned
property shall survive until the same is deleted, removed or
otherwise erased from such hard drives, file services, computer
backup, disaster recovery or electronic media continuity
systems.

 



10.     
Works;
Developments. Subject to
Exhibit A
and Clause 7(a) above, Employee
acknowledges that the Company owns all Intellectual Property Rights
(defined below) in any material developed, sourced and
optioned/purchased by Company in connection with Employee's
employment by the Company. Employee agrees that any and all written
materials and writings ("Work")
that are optioned or greenlit for development by Company for the
Company's use during the term of Employee's employment shall be
deemed a "work made for hire" within the meaning of the United
States Copyright Act, Title 17, United States Code, which vests all
copyright interest in and to the Work in the Company. Employee
agrees to notify the Company of any Work conceived or developed by
Employee during the term of Employee's employment. In exchange for
the covenants in this Agreement and other good and valuable
consideration, Employee acknowledges and agrees that all of the
Work (and all rights therein, including, without limitation,
copyright) belongs to and shall be the sole and exclusive property
of the Company. Employee further acknowledges and agrees to the
Acknowledgement Regarding Confidential Information and Original
Work attached hereto as Exhibit
B.

 



11.     
Arbitration.

 


(a) Any
dispute, controversy or claim arising out of or relating to this
Agreement, its enforcement, arbitrability or interpretation, or
because of an alleged breach, default, or misrepresentation in
connection with any of its provisions and/or arising out of or
relating in any way to Employee's employment, including application
for employment, with the Company or termination of employment,
including any alleged violation of statute, common law or public
policy shall be submitted to and decided by final and binding
arbitration. Notwithstanding anything to the contrary, nothing in
this Agreement shall be interpreted to mean that employees are
precluded from filing complaints with the federal Equal Employment
Opportunity Commission, and National Labor Relations
Board.

 


(b) The
arbitration shall be administered by the American Arbitration
Association and held in Los Angeles before a single arbitrator, in
strict adherence to the then-current American Arbitration
Association and the Federal Arbitration Act, as modified by the
terms and conditions contained in this Agreement.


 


(c) By entering into this Agreement,
Employee agrees to waive all rights to a jury trial and waives the
right to pursue any class action, collective action, or
representative claims to the maximum extent allowed by law. To the
extent a class or collective action or representative claim may not
be waived, the Employee agrees to stay any such claims until after
all claims subject to arbitration are fully
resolved.


 


(d) The arbitrator shall be selected
by mutual agreement of the parties or, if the parties cannot agree,
then by striking from a list of arbitrators supplied by American
Arbitration Association. The arbitrator shall issue a written
opinion stating the essential findings and conclusions on which the
arbitrator's award is based. Each Party shall pay its own expenses
of arbitration, and the expenses of the arbitrators shall be
equally shared between the Company and Employee unless the
arbitrators assess as part of their award all or any part of the
arbitration expenses of a Party (including reasonable attorneys'
fees) against the other Party.


 



 

6







 






 



(e)          Employee
may contact the Company or its CEO if Employee has any questions
about the arbitration process. This Agreement to arbitrate is
freely negotiated between Employee and the Company and is mutually
entered into between the parties. Each Party fully understands and
agrees that they are giving up certain rights otherwise afforded to
them by civil court actions, including but not limited to the right
to a jury trial.

 






12.     
Waiver
of Right to Jury Trial. NOTWITHSTANDING ANY OTHER
PROVISION IN THIS AGREEMENT, PARTIES SHALL, AND HEREBY DO,
IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY
DISPUTE, CONTROVERSY, CLAIM, OR CAUSE OF ACTION ARISING OUT OF OR
RELATING TO EMPLOYEE'S EMPLOYMENT WITH THE COMPANY, THE TERMINATION
OF THAT EMPLOYMENT, OR THIS AGREEMENT (EITHER ALLEGED BREACH OR
ENFORCEMENT).

 




13.     
Governing
Law.
This Agreement shall be governed by
and construed in accordance with the laws of the State of
California without giving effect to any choice of law or conflict
of law rules or provisions (whether of the State of California or
any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of
California.

 



14.     
Severability.
If any provision of this Agreement is declared or found to be
illegal, unenforceable, or void, in whole or in part, then both
Parties will be relieved of all obligations arising under such
provision, but only to the extent it is illegal, unenforceable, or
void. The Parties intend that this Agreement will be deemed amended
by modifying any such illegal, unenforceable, or void provision to
the extent necessary to make it legal and enforceable while
preserving its intent, or if such is not possible, by substituting
therefor another provision that is legal and enforceable and
achieves the same objectives. Notwithstanding the foregoing, if the
remainder of this Agreement will not be affected by such
declaration or finding and is capable of substantial performance,
then each provision not so affected will be enforced to the extent
permitted by law.

 



15.     
Waiver.
No delay or omission by either Party to exercise any right or power
under this Agreement will impair such right or power or be
construed as a waiver thereof. A waiver by either Party of any of
the covenants to be performed by the other or any breach thereof
will not be construed to be a waiver of any succeeding breach
thereof or of any other covenant contained in this Agreement. All
remedies provided for in this Agreement will be cumulative and in
addition to and not in lieu of any other remedies available to
either Party at law, in equity or otherwise.


 



16.     

Notices. Any
notices, consents, demands, requests, approvals and other
communications to be given under this Agreement by either Party to
the other shall be deemed to have been duly given if given in
writing and personally delivered or sent by mail (registered or
certified) or by a recognized "next-day delivery service" to (a) if
to the Company, the address of the Company's corporate
headquarters, and (b) if to Employee, the address identified on
Employee's payroll check or such other address as Employee may have
advised the Company in writing. Alternatively, notice may be given
electronically by email, SMS text message, or iMessage to the email
addresses and phone numbers set forth on the signature page to this
Agreement, if any.


 

 



 

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17.     
Entire
Agreement. This Agreement sets
forth the entire agreement and understanding between the Company
and Employee relating to the subject matter herein and supersedes
all prior discussions or representations between the Parties
including, but not limited to, any representations made during any
interview(s) or relocation negotiations, whether written or oral.
Any subsequent change or changes in Employee's duties, salary, or
compensation will not affect the validity or scope of this
Agreement.

 



18.     
Amendment.
This Agreement may be amended only in a writing signed by both
Parties.

 



19.     
Gender.
Unless the context clearly indicates otherwise, wherever the
masculine or feminine is used in this Agreement, the same is
intended, and shall be understood and interpreted to include all
individuals, of any gender, or those who do not identify with any
gender.

 



20.     
Drafting.
It is agreed to by both Parties that there should be no effect
given to which Party or law firm drafted this
Agreement.

 



21.     
Assignment.
This Agreement shall be binding on the Parties' respective
successors, heirs, and assigns. The Company may freely assign this
Agreement in its sole and absolute discretion. Employee may not
assign this Agreement but may at any time assign stock to any
affiliate of its choosing. Company will directly pay 5% of
Employee’s Base Salary and Common Stock to Entertainment Law
Partners, PC and offset this same amount from the compensation of
Employee.

 



22.     
Counterparts.
This Agreement may be signed in any number of counterparts, which
shall constitute but one document. Facsimile, DocuSign, PDF, or
email copies of signatures will be deemed acceptable as original
signatures.

 



23.     
Acknowledgment.
By signing below, the Parties certify and represent that they have
carefully read and considered the foregoing Agreement, including
the Acknowledgement Regarding Confidential Information and Original
Work attached hereto as Exhibit
B, and fully understand all
provisions of this Agreement and understand the consequences of
signing this Agreement, and have signed this Agreement voluntarily
and without coercion, undue influence, threats, or intimidations of
any kind or type whatsoever.

 



24.     
Attorneys'
Fees and Costs. In the event of
any claim, controversy or dispute arising out of or relating to
this Agreement, or the breach hereof, the each Party shall be pay
their own attorneys' fees and costs in connection with any
arbitration or court proceeding.

 



(Signature
page follows.)

 

 

 

 

 

 

 

 

 









 

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IN WITNESS WHEREOF, each Party has duly executed
and delivered this Employment Agreement as of the Effective Date,
which both Parties understand and agree includes
Exhibit
A.


 


	


COMPANY:


	
 


	


RIVULET FILMS, INC


	


a Delaware corporation


	
 


	


By: /s/ Michael
Witherill


	


Name: Michael
Witherill


	


Title: President             
  



	


Email: ______________



	
 


	


PARENT:


	
 


	


RIVULET MEDIA, INC.


	


a Delaware corporation


	
 


	


By: /s/ Michael
Witherill


	


Name: Michael
Witherill


	


Title: President               




	
 


	


EMPLOYEE: PARIS FILM, INC.


	
 


	


/s/ Rob
Paris                                           
                 
      



	


Rob Paris


	


President


	


Email: rob@parisfilminc.com               




	


Cell Phone: 310 402
6527                     




	
 


	


INDIVIDUAL: ROB PARIS


	
 


	


/s/ Rob
Paris                                            




	


Printed Name: Rob
Paris                         




	


Email: rob@parisfilminc.com                




	


Cell Phone: 310 402
6527                      









 

 



Signature
Page – Employment Agreement—___________________


   





 











 





 






EXHIBIT A

 

 



Compensation; Assignment of Film Project Rights by
Employee

 



A. Compensation to Employee:


Base
Salary. Base compensation to
Employee during the term of the Agreement to be $10,000
per month
guaranteed for the first six (6) months commencing June 1,
2020.

 



B. Film Projects Assigned by Employee to the Company:


For
purposes hereof, "Film
Projects" shall mean all
rights, title and interest, including without limitation all (1)
motion picture, ancillary and allied rights and (2) other
intellectual property rights associated therewith, to the following
production material sourced with respect to each of with either
Employee or his affiliate possesses or the ability to gain
possession of such rights, title or interest:

 


1. PLEASE
BABY PLEASE (as to which Employee has provided the Company with a
term sheet, which is in good faith negotiation); and

 


2. ACOLYTE
(written by Derek Kolstad) (as to which Employee reasonably
believes he can obtain such rights); and

 


3. All
other film, story or other production concepts which Employee
creates, develops or otherwise originates during the term of the
Agreement (which new concepts shall be added to this Exhibit A from
time to time) and not passed on by Company.

 

 



B. Employee shall be attached as producer, subject to a separate
producer agreement, negotiated in good faith per standard industry
custom and Employee’s precedent and stature in the
entertainment business, to all projects sourced by Employee during
the term of Employee’s employment. This clause
C. shall survive any
termination of this Agreement. For the sake of clarity, regardless
of Employee’s employment status, Employee shall remain a
producer, on a pay or play basis, to each project under this
Agreement.

 

 



 

 

 

 

 

 










 

A-1








 





 



Exhibit B

 



Acknowledgement Regarding Confidential Information and Works
Subject to the 



Agreement. In the event of a conflict between this acknowledgement
and the


 Agreement,
the Agreement shall control.

 


1. Confidential
Information.

 



A. Company
Information. I agree at all
times during the term of my employment and thereafter, to hold in
strictest confidence, and not to use, except for the benefit of the
Company to fulfill my employment obligations, or to disclose to any
person, firm or corporation without written authorization of the
President, any Confidential Information of the Company. I
understand that "Confidential
Information" means any
non-public information that relates to the actual or anticipated
business or research and development of the Company, technical
data, trade secrets or know-how, including, but not limited to,
research, product plans or other information regarding the
Company's products or services and markets therefor, customer lists
and customers (including, but not limited to, customers of the
Company on whom I called or with whom I became acquainted during
the term of my employment), developments, inventions, processes,
formulas, technology, designs, drawings, engineering, marketing,
finances, ideas, artwork, plans, documents, concepts, inventions,
trademark and copyright applications, improvements, specifications,
drawings, cost data, process flow diagrams, customer and supplier
lists, bills, other business information and/or any other written
material referring to same. I further understand that Confidential
Information does not include any of the foregoing items which have
become publicly known and made generally available through no
wrongful act of mine or of others who were under confidentiality
obligations as to the item or items involved or improvements or new
versions thereof.

 



B. Former Employer
Information. I agree that I
will not, during my employment with the Company, improperly use or
disclose any proprietary information or trade secrets of any former
or concurrent employer or other person or entity and that I will
not bring onto the premises of the Company any unpublished document
or proprietary information belonging to any such employer, person
or entity unless consented to in writing by such employer, person
or entity.

 



C. Third Party
Information. I recognize that
the Company has received and in the future will receive from third
parties their confidential or proprietary information subject to a
duty on the Company's part to maintain the confidentiality of such
information and to use it only for certain limited purposes. I
agree to hold all such confidential or proprietary information in
the strictest confidence and not to disclose it to any person, firm
or corporation or to use it except as necessary in carrying out my
work for the Company consistent with the Company's agreement with
such third party.

 


2. Works.

 


A. Prior Works. Subject to clause 7(a), ff in the course of my
employment with the Company, I incorporate into a Company product,
process or service a prior work owned by me or in which I have an
interest, I hereby grant to the Company a nonexclusive,
royalty-free, fully paid-up,
irrevocable, perpetual, worldwide license to make, have made,
modify, use and sell such prior work as part of or in connection
with such product, process or service, and to practice any method
related thereto.

 

 



 

B-1







 





 




B. Assignment of
Works. Subject to the Clause
7(a) of the Agreement and strictly limited to those project
contemplated under Employee’s tenure of employment, I agree
that I will promptly make full written disclosure to the Company,
will hold in trust for the sole right and benefit of the Company,
and hereby assign to the Company, or its designee, all my right,
title, and interest in and to any and all inventions, original
works of authorship, developments, ideas, concepts, improvements,
designs, discoveries, ideas, trademarks or trade secrets, whether
or not patentable or registrable under copyright or similar laws,
which I may solely or jointly conceive or develop or reduce to
practice, or cause to be conceived or developed or reduced to
practice, during the period of time I am in the employ of the
Company (collectively referred to as "Works"). I further acknowledge that all original works
of authorship which are made by me (solely or jointly with others)
within the scope of and during the period of my employment with the
Company and which are protectable by copyright are "works made for
hire," as that term is defined in the United States Copyright Act.
I understand and agree that the decision whether or not to
commercialize or market any invention developed by me solely or
jointly with others is within the Company's sole discretion and for
the Company's sole benefit and that no royalty will be due to me as
a result of the Company's efforts to commercialize or market any
such invention. Notwithstanding this Section
2(b), if the company determines
that is will neither option of “greenlight” the Works
then this assignment shall be revoked and Employee will retain all
Works.

 



C. Works Assigned to the United
States. Subject to the Clause
7(a) of the Agreement and strictly limited to those projects
contemplated under Employee’s tenure of employment, I agree
to assign to the United States government all my right, title, and
interest in and to any and all Works whenever such full title is
required to be in the United States by a contract between the
Company and the United States or any of its
agencies.

 



D. Maintenance of
Records. I agree to keep and
maintain adequate and current written records of all Works made by
me (solely or jointly with others) during the term of my employment
with the Company. The records will be in the form of notes,
sketches, drawings, and any other format that may be specified by
the Company. The records will be available to and remain the sole
property of the Company at all times.

 



E. Patent and Copyright
Registrations. Subject to the
Clause 7(a) of the Agreement and strictly limited to those project
contemplated under Employee’s tenure of employment, I agree
to assist the Company, or its designee, at the Company's expense,
in every proper way to secure the Company's rights in the Works and
any copyrights, patents, mask work rights or other intellectual
property rights relating thereto in any and all countries,
including the disclosure to the Company of all pertinent
information and data with respect thereto, the execution of all
applications, specifications, oaths, assignments and all other
instruments which the Company shall deem necessary in order to
apply for and obtain such rights and in order to assign and convey
to the Company, its successors, assigns, and nominees the sole and
exclusive rights, title and interest in and to such Works, and any
copyrights, patents, mask work rights or other intellectual
property rights relating thereto. I further agree that my
obligation to execute or cause to be executed,
when it is in my power to do so, any such instrument or papers
shall continue after the termination of this Agreement. If the
Company is unable because of my mental or physical incapacity or
for any other reason to secure my signature to apply for or to
pursue any application for any United States or foreign patents or
copyright registrations covering Works or original works of
authorship assigned to the Company as above, then I hereby
irrevocably designate and appoint the Company and its duly
authorized officers and agents as my agent and attorney in fact, to
act for and in my behalf and stead to execute and file any such
applications and to do all other lawfully permitted acts to further
the prosecution and issuance of letters patent or copyright
registrations thereon with the same legal force and effect as if
executed by me.

 

 

 

 

 








 

B-2








 





 



Exhibit C

 

 



Attached under Separate Cover

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 








 

C-1