Exhibit 10.28
IKANOS COMMUNICATIONS, INC.
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is entered into as of the date of
approval by the Board of Directors which date shall be entered in the signature
page of this Agreement by and between Ikanos Communications, Inc. (the
"Company") and Texan Ventures ("Consultant"). This Agreement replaces, in it's
entirety, any Pre-existing Consulting Agreements between the Company and
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 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, DRAWING, 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