Exhibit 10.2
IKANOS COMMUNICATIONS
CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") is entered into effective as of
October 24, 2006 by and between Ikanos Communications (the "Company") and Rajesh
Vashist ("Consultant").
The Company desires to retain Consultant as an
independent contractor to perform consulting services for the Company, and
Consultant is willing to perform such services, on the terms described below.
In consideration of the mutual promises contained herein, the parties agree as
follows:
1.
SERVICES AND COMPENSATION.
CONSULTANT AGREES TO PERFORM FOR THE
COMPANY THE SERVICES DESCRIBED IN EXHIBIT A (THE "SERVICES"), AND THE COMPANY
AGREES TO PAY CONSULTANT THE COMPENSATION DESCRIBED IN EXHIBIT A FOR
CONSULTANT'S PERFORMANCE OF THE SERVICES.
2.
CONFIDENTIALITY.
A.
DEFINITION.
"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 CONSULTANT CALLED OR WITH WHOM CONSULTANT BECAME ACQUAINTED DURING THE TERM
OF THIS AGREEMENT), SOFTWARE, DEVELOPMENTS, INVENTIONS, PROCESSES, FORMULAS,
TECHNOLOGY, DESIGNS, DRAWINGS, ENGINEERING, HARDWARE CONFIGURATION INFORMATION,
MARKETING, FINANCES OR OTHER BUSINESS INFORMATION.
CONFIDENTIAL INFORMATION
DOES NOT INCLUDE INFORMATION THAT (I) IS KNOWN TO CONSULTANT AT THE TIME OF
DISCLOSURE TO CONSULTANT BY THE COMPANY AS EVIDENCED BY WRITTEN RECORDS OF
CONSULTANT, (II) HAS BECOME PUBLICLY KNOWN AND MADE GENERALLY AVAILABLE THROUGH
NO WRONGFUL ACT OF CONSULTANT OR (III) HAS BEEN RIGHTFULLY RECEIVED BY
CONSULTANT FROM A THIRD PARTY WHO IS AUTHORIZED TO MAKE SUCH DISCLOSURE.
B.
NONUSE AND NONDISCLOSURE.
CONSULTANT WILL NOT, DURING OR
SUBSEQUENT TO THE TERM OF THIS AGREEMENT, (I) USE THE CONFIDENTIAL INFORMATION
FOR ANY PURPOSE WHATSOEVER OTHER THAN THE PERFORMANCE OF THE SERVICES ON BEHALF
OF THE COMPANY OR (II) DISCLOSE THE CONFIDENTIAL INFORMATION TO ANY THIRD
PARTY.
CONSULTANT AGREES THAT ALL CONFIDENTIAL INFORMATION WILL REMAIN THE SOLE
PROPERTY OF THE COMPANY.
CONSULTANT ALSO AGREES TO TAKE ALL REASONABLE
PRECAUTIONS TO PREVENT ANY UNAUTHORIZED DISCLOSURE OF SUCH CONFIDENTIAL
INFORMATION.
C.
FORMER CLIENT CONFIDENTIAL INFORMATION.
CONSULTANT AGREES THAT
CONSULTANT WILL NOT, DURING THE TERM OF THIS AGREEMENT, IMPROPERLY USE OR
DISCLOSE ANY PROPRIETARY INFORMATION OR TRADE SECRETS OF ANY FORMER OR CURRENT
EMPLOYER OF CONSULTANT OR OTHER PERSON OR ENTITY WITH WHICH CONSULTANT HAS AN
AGREEMENT OR DUTY TO KEEP IN CONFIDENCE INFORMATION ACQUIRED BY CONSULTANT, IF
ANY.
CONSULTANT ALSO AGREES THAT CONSULTANT WILL NOT BRING ONTO THE COMPANY'S
PREMISES 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.
D.
THIRD PARTY CONFIDENTIAL INFORMATION.
CONSULTANT RECOGNIZES 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.
CONSULTANT AGREES THAT,