Exhibit 10.2
CLAYTON HOLDINGS, INC.
Employee Assignment of Inventions, Non-Competition, and Confidentiality
Agreement
In consideration and as a condition of my employment by Clayton Holdings, Inc.,
or any of its subsidiaries and affiliates (collectively, the "Company"), I agree
as set forth below.
1.
PROPRIETARY INFORMATION. I AGREE THAT ALL INFORMATION, WHETHER OR
NOT IN WRITING, CONCERNING THE COMPANY'S TECHNOLOGY, BUSINESS RELATIONSHIPS OR
FINANCIAL AFFAIRS WHICH THE COMPANY HAS NOT RELEASED TO THE GENERAL PUBLIC
(COLLECTIVELY, "PROPRIETARY INFORMATION") IS AND WILL BE THE EXCLUSIVE PROPERTY
OF THE COMPANY. BY WAY OF ILLUSTRATION, PROPRIETARY INFORMATION MAY INCLUDE
INFORMATION OR MATERIAL WHICH HAS NOT BEEN MADE GENERALLY AVAILABLE TO THE
PUBLIC, SUCH AS:
(A) CORPORATE INFORMATION, INCLUDING PLANS, STRATEGIES,
METHODS, POLICIES, RESOLUTIONS, NEGOTIATIONS OR LITIGATION; (B) MARKETING
INFORMATION, INCLUDING STRATEGIES, METHODS, CUSTOMER IDENTITIES OR OTHER
INFORMATION ABOUT CUSTOMERS, PROSPECT IDENTITIES OR OTHER INFORMATION ABOUT
PROSPECTS, OR MARKET ANALYSES OR PROJECTIONS; (C) FINANCIAL INFORMATION,
INCLUDING COST AND PERFORMANCE DATA, DEBT ARRANGEMENTS, EQUITY STRUCTURE,
INVESTORS AND HOLDINGS, PURCHASING AND SALES DATA AND PRICE LISTS;
(D) OPERATIONAL AND TECHNOLOGICAL INFORMATION, INCLUDING PLANS, SPECIFICATIONS,
MANUALS, FORMS, TEMPLATES, SOFTWARE, DESIGNS, PROCEDURES, FORMULAS, DISCOVERIES,
INVENTIONS, IMPROVEMENTS, CONCEPTS AND IDEAS; AND (E) PERSONNEL INFORMATION,
INCLUDING PERSONNEL LISTS, REPORTING OR ORGANIZATIONAL STRUCTURE, RESUMES,
PERSONNEL DATA, COMPENSATION STRUCTURE, PERFORMANCE EVALUATIONS AND TERMINATION
ARRANGEMENTS OR DOCUMENTS. PROPRIETARY INFORMATION ALSO INCLUDES INFORMATION
RECEIVED IN CONFIDENCE BY THE COMPANY FROM ITS CUSTOMERS OR SUPPLIERS OR OTHER
THIRD PARTIES.
2.
RECOGNITION OF COMPANY'S RIGHTS. I WILL NOT, AT ANY TIME, WITHOUT
THE COMPANY'S PRIOR WRITTEN PERMISSION, EITHER DURING OR AFTER MY EMPLOYMENT,
DISCLOSE ANY PROPRIETARY INFORMATION TO ANYONE OUTSIDE OF THE COMPANY, OR USE OR
PERMIT TO BE USED ANY PROPRIETARY INFORMATION FOR ANY PURPOSE OTHER THAN THE
PERFORMANCE OF MY DUTIES AS AN EMPLOYEE OF THE COMPANY. I WILL COOPERATE WITH
THE COMPANY AND USE MY BEST EFFORTS TO PREVENT THE UNAUTHORIZED DISCLOSURE OF
ALL PROPRIETARY INFORMATION. I WILL DELIVER TO THE COMPANY ALL COPIES OF
PROPRIETARY INFORMATION IN MY POSSESSION OR CONTROL UPON THE EARLIER OF A
REQUEST BY THE COMPANY OR TERMINATION OF MY EMPLOYMENT.
3.
RIGHTS OF OTHERS. I UNDERSTAND THAT THE COMPANY IS NOW AND MAY
HEREAFTER BE SUBJECT TO NON-DISCLOSURE OR CONFIDENTIALITY AGREEMENTS WITH THIRD
PERSONS WHICH REQUIRE THE COMPANY TO PROTECT OR REFRAIN FROM USE OF PROPRIETARY
INFORMATION. I AGREE TO BE BOUND BY THE TERMS OF SUCH AGREEMENTS IN THE EVENT I
HAVE ACCESS TO SUCH PROPRIETARY INFORMATION.
4.
COMMITMENT TO COMPANY; AVOIDANCE OF CONFLICT OF INTEREST. WHILE
AN EMPLOYEE OF THE COMPANY, I WILL DEVOTE MY FULL WORKING TIME AND EFFORTS TO
THE COMPANY'S BUSINESS, I WILL NOT ENGAGE IN ANY OTHER BUSINESS ACTIVITY THAT
CONFLICTS WITH MY DUTIES TO THE COMPANY AND I WILL COMPLY WITH THE COMPANY'S
POLICIES AND CODES OF CONDUCT AND APPLICABLE LAW, ALWAYS USING MY BEST EFFORTS
TO PROMOTE THE HIGHEST STANDARDS OF ETHICS AND CLIENT SERVICE. I WILL ADVISE THE
CHIEF EXECUTIVE OFFICER, THE PRESIDENT OR THE MANAGING PARTNER OF THE COMPANY OR
HIS OR HER NOMINEE AT SUCH TIME AS