EMPLOYMENT AGREEMENT

1.  

During my employment and for a period of three years after my employment ends (regardless of the reason), I will maintain in confidence and, except as necessary to perform my duties as an employee of AMS, not use or disclose any confidential business information or trade secrets of AMS.  For this purpose, “confidential business information” means all non-public information of a competitively sensitive nature concerning AMS (regardless of whether in writing or retained as personal knowledge), concerning research and development; development costs and processes; pricing, cost or profit factors; internal financial statements; quality programs; annual and long-range business plans; marketing plans and methods; customers or suppliers; contracts and proposals; and personnel.  For this purpose, “trade secret” is a type of intangible property, the theft (i.e. misappropriation) of which is a tort and crime in most states and under Federal law. It does not have to be in written form to be protected. A trade secret generally consists of valuable, secret information or ideas that AMS collects or uses in order to keep its competitive edge (including confidential information supplied to AMS by its customers, clients, vendors or agents). Examples of trade secrets are such technical information as development or operating processes, equipment design, product specifications, computer software in source code form, and other proprietary technology. These restrictions do not apply to information generally available to the public or any information properly obtained from a completely independent source.

2.  

Concerning trade secrets of others, I represent that my performance of all the terms of this Agreement and as an employee of AMS does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by me in confidence or in trust prior to my employment with AMS, and I will not disclose to AMS, or induce AMS to use, any confidential or proprietary information or materials belonging to any previous employer or others. I agree not to enter into any agreement, either written or oral, in conflict herewith. I also agree to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rights.

1.  

For a period of two years after my employment ends (regardless of the reason), I will not solicit, or attempt to solicit, directly or indirectly, any AMS customer for the purpose of selling or licensing products or services that are then competitive with products and services that are then available to that customer from AMS; provided, however, that this restriction shall apply only to  AMS customers (or prospective customers who received proposals) with whom I actually have material contact (meaning direct interaction, such as through sales calls, presentations, product development or support, or other business dealings) in the course of performing my employment duties for AMS within two years before the date my employment ends. It is understood that this restriction is necessary to avoid possible compromise of the confidential information and trade secrets of AMS.

2.  

For a period of two years after my employment ends (regardless of the reason), I will not recruit, or attempt to recruit, directly or indirectly, any personnel of AMS to induce or encourage them to leave their jobs at the corporation or divide their time by working for a competitor

3.  

When my employment ends (regardless of the reason), I will provide AMS all business records, memoranda, notes, records, drawings, manuals, disks or other documents, contracts, calendars, telephone lists, passwords, contact lists, computer files, equipment and media pertaining to AMS, its business or its customers, including all copies thereof, whether in physical or electronic form

4.  

I agree to certify in writing, upon AMS request, that such action has been completed.

1.  

I agree that AMS shall be the sole owner of all my Work Products. For this purpose, “Work Product” shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, patentable inventions, improvements, discoveries, and other intellectual property rights in any programming, documentation, technology, or other Work Product that is created in connection with my Work. In addition, all rights in any preexisting programming, documentation, technology or other work product provided to AMS during the course of my employment or engagement shall automatically become part of the “Work Product” hereunder, whether or not it arises specifically out of “Work.” “Work” shall mean (i) any direct assignments and required performance by or for AMS, and (ii) any other productive output that relates to the business of AMS and is produced during the course of my employment or engagement by AMS. For this purpose, “Work” may be considered present even after normal working hours, away from AMS’ premises, on an unsupervised basis, alone or with others. Unless otherwise provided in a subsequent writing signed by AMS, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the execution date of this Agreement.

2.  

I agree to assign and do assign, by virtue of this Agreement, disclose and deliver to AMS, as AMS’ property, all right, title and evidence I may have or acquire with respect to any and all Work Product, and I agree to take such further actions and sign such further instruments as AMS may request from time to time, during or after my Work, to transfer, protect and defend its ownership of any and all Work Product. I understand that disclose of my suggestions and ideas are encouraged.

1.  

In the event of any breach or threatened breach of any provision of this Agreement, I acknowledge that the resulting injuries to AMS would be difficult or impossible to estimate accurately, and that AMS would be certain to suffer irreparable injury or damages. Accordingly, an award of legal damages, if without other relief, would be inadequate to protect AMS. I therefore agree that, in the event of any such breach, AMS shall be entitled to apply to a court of competent jurisdiction to obtain an injunction to restrain the breach or anticipated breach of any such covenant, and to obtain any other available legal, equitable, statutory, or contractual relief.

2.  

THIS AGREEMENT SHALL BE GOVERNED BY AND ENFORCED UNDER THE LAWS OF THE STATE OF OKLAHOMA AND APPLICABLE FEDERAL LAW.

3.  

This Agreement may be modified only by a written instrument signed by each of the parties hereto.  No waiver shall be effective unless made in writing and signed by the party against whom enforcement is sought.

4.  

This Agreement, to the extent it is in conflict with any other agreement I have previously made with AMS, supersedes and modifies any and all such agreements or other obligations concerning any other consistent aspect of the terms of my Work.

5.  

Should any provision of this Agreement (or any other term of my employment) prove invalid, unenforceable or ineffective for any reason, the remainder of the Agreement shall nonetheless be fully enforced to the fullest extent permitted by law, regardless of whether the invalid, unenforceable or ineffective term or provision is severable from the remainder of the Agreement.  The parties expressly empower and authorize any court of competent jurisdiction to modify any term of this contract to bring any offending or invalid term into compliance with applicable law.