exv10w48



 





Exhibit 10.48




NON-DISCLOSURE CONFIDENTIALITY AGREEMENT

DOUBLETAKE SOFTWARE, INC.




                     (hereinafter referred to as the “employee”) hereby acknowledges that Double-Take
Software, Inc., et al. (hereinafter referred to as the “Corporation”) is engaged in the business of
developing, selling, distributing, supporting, installing and servicing computer related software.
Both parties agree that the operation of the business and performance of the work of the
Corporation involves special skills, knowledge, trade secrets, special techniques, procedures or
names and addresses of the customers, past and present, of the Corporation. The employee
acknowledges that he is being employed with the express understanding that all of the foregoing
shall not be divulged or otherwise disclosed to anyone at any time.



It is further understood and agreed to by the employee, that during the time of his employment by
the Corporation, that his time and efforts will be exclusively devoted to the Corporation’s
business, and that he will not participate in any activity of a similar nature with any other
entity, in any capacity, (e.g. sales, consulting, engineering, supervision or hands on activity).
All computer program source and information relating to such source code, trade secrets, books,
manuals, bulletins, work papers, files, reports and other related materials are the property of the
Corporation and must be returned to the Corporation upon request or at the termination of
employment, along with any reproductions of such documentation.



Employee agrees to hold in confidence and to refrain from using or disclosing to any third party,
without prior written consent of Corporation, (a) any information disclosed in confidence to
employee by the Corporation, and (b) any information developed or delivered by employee during the
term of employee’s employment by the Corporation. All computer program source and information
relating to such source code received, developed or delivered by employee in connection with his
employment shall be deemed confidential information and belonging exclusively to the Corporation
for purposes of this paragraph.



Employee agrees to provide the Corporation with all source code and complete source code
documentation for all computer programs developed or modified by employee in the course of his
employment by the Corporation. Ownership of all goods, code, and materials, etc; delivered by
employee hereunder is hereby assigned irrevocably to the Corporation, including but not limited to
all copyrights, trademarks, trade secrets and patent rights in such goods and materials. Employee
agrees to execute and return to the Corporation all documents required by the Corporation from time
to time to evidence, document or, if necessary, to perfect such ownership, for any purpose desired
by the Corporation, and hereby appoints the Corporation employee’s attorney-in-fact with full
powers to execute such document itself in the event employee is unable to provide the Corporation
with such signed documents.



 









 





In the event the term of the employee’s employment shall expire or terminate, employee agrees not
to divulge any of the above information, etc., or to engage or participate, directly or indirectly,
for himself or on behalf of or for the benefit of a third party, firm or corporation in developing
products based on the information gained during his term of employment by the Corporation. Employee
also agrees he will not participate, directly or indirectly, for himself or on behalf of or for the
benefit of a third party, firm or corporation in soliciting competing products, services and/or
solutions to the Corporation’s existing customers or proposed customers (which were being solicited
by the Corporation during the time of his employment) for a period of two (2) years and will not
encourage, induce or attempt to induce any employee of the Corporation to leave the employ of the
corporation for a period of two (2) years.



The employee agrees that these terms are so vitally important to the operation of the business of
the Corporation, that any violation of the above conditions will result in their termination of
employment, forfeitures of any and all benefits and bonuses accrued, as well as entitling the
Corporation to any injunctive relief allowed by Law.



This Agreement shall be governed by the Laws of the State of New Jersey and there are no
understandings, agreements, representations, express or implied, not specified herein.



AGREED TO BY:




	 	 	 
	 

	 	 
	 

	 	 
	Employee

	 	(DATE)






ACCEPTED BY:




	 	 	 	 	 
	 	 	 
	For the Corporation	 	 
	 
	 	 	 	 
	TITLE:
	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	(DATE)