EXHIBIT 10.8


 


SEMI-PHOTONICS CO., LTD.


 


PROPRIETARY
INFORMATION AND INVENTIONS AGREEMENT


 


This Proprietary Information
and Inventions Agreement (this “Agreement”) is entered into between
me,                ,
and Semi-Photonics Co., Ltd., a company
organized under the laws of Republic of China (Taiwan), and its affiliates
(collectively, the “Company”).  In consideration for the compensation
received by me for employment with the Company, and effective as of the date
that my employment commences, I agree as follows:


 


1.             Obligations Hereunder
Surviving Term and Termination of
Employment.  I
understand and acknowledge that neither this Agreement nor any agreement
entered into between the Company and me shall constitute any agreement,
guarantee or promise that my employment with the Company is for any period of
time.  My obligations under this
Agreement shall survive and continue after any expiration or termination of my
employment or this Agreement.


 


2.             Protection of Confidential
Information.  During and
after the term of my employment, I will regard and preserve as
confidential, and will not divulge to any unauthorized persons, or use for any
unauthorized purposes, any information, matter or thing of secret, confidential
or private nature connected with the products, services, research, development
or business of the Company (“Confidential Information”).  Confidential Information includes, by way of
example but not of limitation, such items as know-how, processes, formulae,
specifications, data, designs, schematics, pricing or cost information,
marketing plans, business plans, strategies, forecasts, projections, telephone
lists, personnel information, salary and compensation information, customer and
supplier information, research projects, plan for future development and any
other information of a similar nature or other information which is not known
to the public.  Confidential Information
also includes the Work Product (as defined in Section 3.1 below), as well
as confidential or proprietary information of a third party to whom Company
owes a duty of confidentiality or non-use.


 


3.             Disclosure and Assignment
to Company of Work Product.


 


3.1           Definition of Work Product.  “Work Product” means any and all ideas,
inventions, improvements, discoveries, know-how, techniques and works of
authorship and other information and materials relating to light emitting
diodes (“LED”) and LED-related products, and to the development, design,
manufacture, production, assembly, packaging, marketing, and distribution
thereof by the Company, whether or not registrable under applicable laws, that
I may develop, conceive, reduce to practice, learn or work on, either alone or
jointly with others, during the period of my employment by the Company.  Work Product shall also include, but shall not
be limited to, all trade secrets and other information relating to the Company’s
business activities and actual or anticipated research and development.  I acknowledge and agree that the Company and
its assigns will be the exclusive owner of the Work Product, and all patents,
trademarks, copyrights, moral rights and other legal protections in any and all
countries (“IP Rights”) for the Work Product.


 


3.2           Protection of Rights in
Work Product.  I agree to,
and do hereby, assign to the Company any and all IP Rights in the Work
Product.  I further agree to assist the
Company in every proper way to perfect and preserve the Company’s ownership of
all IP Rights in the Work Product in any and all countries.  My obligation under this Section 3.2
shall continue beyond the termination of my employment.  In the event the Company is unable to secure
my signature, 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 to execute, verify and file any documents and perform any act
to further the purposes of this Section 3.2 with the same legal force and
effect as if executed by me.  I hereby
waive and quitclaim to the Company any and all claims, of any nature whatsoever,
which I now or may hereafter have for infringement of any IP Rights assigned
hereunder to the Company.


 


4.             No Conflicting Obligations.


 


4.1           No Conflict of Interest.  I acknowledge and agree that, during my
employment with the Company, I am not permitted to engage in any outside
business activity, including consulting services, outside employment,
investment in, and providing times or to any entity that buys from, sells or
provide services to, or competes with the Company.  I am also not permitted to engage in any
activity not relating to the Company’s business that utilizes the Company’s
equipment or Confidential Information.


 


4.2           No Breach of Other
Obligations.  I represent
that my performance of all the terms of this Agreement and that my employment
by the Company does not and will not breach any agreement to keep in confidence
proprietary information acquired by me in confidence or in trust prior to my
employment by the Company.  In particular, I
will not disclose to Company, or induce Company to use, any confidential
information or material in violation of the rights of my former employer or any
third party.  I represent and warrant
that I have returned all property and confidential information belonging to all
prior employers.  I have not entered
into, and I agree I will not enter into, any agreement (either written or oral)
in conflict with this Agreement.  If I
leave the employ of the Company, I consent to the notification of my new
employer of my rights and obligations under this Agreement.


 


5.             Dispute Resolution
Procedure.  I agree that
any dispute arising out of or related to the employment relationship between me
and the Company, including the termination of that relationship, shall be
resolved in accordance with the dispute resolution procedures as might be set
forth in an employment agreement between me and the Company.


 


6.             Miscellaneous Clauses.  This Agreement, together with my employment
agreement with the Company, constitutes the entire agreement, and supersedes
all previous or contemporaneous agreements or representations between the
Company and me with regard to its subject matter.  These Agreements cannot be modified or waived
unless in writing, signed by me and an authorized officer of the Company (or
his or her designee).  If any term or
provision of the Agreement is declared invalid, illegal or unenforceable, all
remaining provisions will continue in full force and effect.  This Agreement is governed by and construed
in accordance with the laws of the
Republic of China, excluding that body of law known as conflicts of
law.  This Agreement is made both in both English and Chinese.  The English version shall control in all
interpretation, proceedings and deliberation
in the event of discrepancy between the English and Chinese versions.


 


I certify and acknowledge
that I have carefully read all of the provisions of this Agreement and that I
understand and will fully and faithfully comply with such provisions.  I understand that notwithstanding the date of
execution, this Agreement is effective as of the date my employment
relationship with the Company commenced or will commence.


 


	
   

  	
   

  	
  SEMI-PHOTONICS CO., LTD.

  
	
  [Print name]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/

  	
   

  	
  By:

  	
   

  
	
  [Signature]

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ID: