Employment Agreement between Webridge Inc. and Robert F. Dunne dated July 1, 2000

Summary

This agreement is between Webridge Inc. and Robert F. Dunne, outlining the terms of Dunne's employment. It requires Dunne to keep company trade secrets confidential, return all company property upon leaving, and assign any inventions or works created during employment to the company. The agreement also clarifies that Dunne's employment is at-will and that confidentiality obligations continue after employment ends. It includes provisions for intellectual property ownership and the handling of confidential information.

EX-10.13 4 ex10-13.txt EMPLOYMENT AGREEMENT, DATED JULY 1, 2000 1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into by and between Webridge Inc., an Oregon corporation with its principal place of business at Webridge, Inc. ("Company") 225 SW Broadway, Suite 500, Portland, OR 97205, and Robert F. Dunne, an individual whose current residence is at 20180 NW Paulina Dr., Portland, OR 97229. RECITALS A. The Company is engaged in the business of producing computer systems and software. B. The company desires to hire Employee and Employee desires to be an employee of the Company. NOW, THEREFORE, for mutual consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: 1. COMPANY'S TRADE SECRETS: In performance of Employee's job duties as may be designated by the Company from time to time, Employee will be exposed to the Company's Trade Secrets. "Trade Secrets" means information or material that is commercially valuable to the Company and not generally know in the industry. This includes: a) any and all versions of the Company's proprietary computer software (including source code and object code), hardware, firmware and documentation; b) technical information concerning the Company's products and services, including product data and specifications, diagrams, flow charts, drawings, test results, know-how, processes, inventions, research projects and product development; c) information concerning the Company's business, including cost information, profits, sales information, accounting and unpublished financial information, business plans, market and marketing methods, customer lists and customer information, purchasing techniques, supplier lists and supplier information and advertising strategies; d) information concerning the Company's employees, including their salaries, strengths, weaknesses, and skills; e) information submitted by Company's customers, suppliers, employees, consultants or co-ventures with the Company for study, evaluation or use; and f) any other information not generally known to the public which, if misused or disclosed, could reasonably be expected to adversely affect the Company's business. 2 2. NONDISCLOSURE OF TRADE SECRETS: Employee will keep the Company's Trade Secrets (and Trade Secrets of any customer contacting with the Company), whether or not prepared or developed by Employee, in the strictest confidence. Employee will not use or disclose such secrets to others without the Company's written consent, except when necessary to perform Employee's job. Employee agrees that any customer, publisher or other third party who provides confidential information to the Company is an intended third party beneficiary of this provision. However, Employee shall have no obligation to treat as confidential any information which: a) was in Employee's possession or known to Employee, without an obligation to keep it confidential, before such information was disclosed to Employee by the Company; b) is or becomes public knowledge through a source other than Employee and through no fault of Employee's; c) is or becomes lawfully available to Employee from a source other than the Company; or d) is disclosed pursuant to a requirement of a governmental agency or as otherwise required by any court of competent jurisdiction. 3. NO CONFLICTING OBLIGATIONS. Employee's performance of this Agreement and as an employee of the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by Employee prior to Employee's employment with the Company. Employee will not disclose to the Company, or induce the Company to use, any confidential or proprietary information or material belonging to any previous employer or other person or entity. Employee is not a party to any other agreement which interfere with Employee's full compliance with this Agreement. Employee will not enter into any agreement, whether written or oral, in conflict with the provisions of this Agreement. 4. RETURN OF MATERIALS: When Employee's employment with the Company ends, for whatever reason, Employee will promptly deliver to the Company all originals and copies of all documents, records , software programs, media and other materials, containing any of the Company's Trade Secrets. Employee will also return to the Company all equipment, files software programs and other personal property belonging to the Company or to any of its customers. 5. CONFIDENTIALITY OBLIGATION SURVIVES EMPLOYMENT: Employee's obligation to maintain the confidentiality and security of the Company's Trade Secrets continues even after Employee's employment with the Company ends and continues for so long as such material remains a Trade Secret. This agreement does not in any way restrict Employee's right or the Company's right to terminate Employee's employment at any time, for any reason or no reason. 2 3 6. COMPUTER PROGRAMS ARE WORKS MADE FOR HIRE: Company may ask, as part of Employee's job duties, Employee to create, or contribute to the creation of, computer programs, audiovisual works, documentation, artwork and other copyrightable works (collectively called "Work Product"). Employee agrees that any and all Work Product shall be "works made for hire" and that Company shall own all the copyright rights in such works. IF AND TO THE EXTENT ANY SUCH MATERIAL DOES NOT SATISFY THE LEGAL REQUIREMENTS TO CONSTITUTE A WORK MADE FOR HIRE, EMPLOYEE HEREBY ASSIGNS ALL RIGHT, TITLE AND INTERESTS TO ALL EMPLOYEE'S COPYRIGHT AND OTHER INTELLECTUAL, PROPERTY RIGHTS IN THE WORK PRODUCT TO THE COMPANY. 7. DISCLOSURE OF DEVELOPMENTS: While Employee is employed by the Company, Employee will promptly inform the Company of the full details of all Employee's works of authorship, new or useful art, inventions, discoveries, findings, improvements, designs, innovations and ideas (collectively called "Developments") -- whether or not the Developments are patentable, copyrightable or otherwise protectable -- that Employee conceives, completes or reduces to practice (whether individually or in collaboration with others) and which: a) relate to the Company's present or prospective business, or actual or demonstrably anticipated research and development; or b) result from any work Employee does using any equipment, facilities, materials, Trade Secrets or personnel of the Company; or c) result from or are suggested by any work that Employee may do for the Company. 8. ASSIGNMENT OF DEVELOPMENTS: Employee hereby assigns to the Company or the Company's designee, Employee's entire right, title and interest in all the following, that Employee conceives or make (whether alone or with others) while employed by the Company: a) all Developments; b) all copyrights, Trade Secrets, trademarks and mask work rights in Developments; and c) all patent applications filed and patents granted on any Developments, including those in foreign countries. 9. WAIVER OF RIGHTS: In the event Employee has any right in and to the Work Product or Developments that cannot be assigned to the Company, Employee hereby unconditionally and irrevocably (a) waives the enforcement of all such rights, and all claims and causes of action of any kind with respect to any of the foregoing against the Company, its distributors and customer, whether now known or hereafter to become known, and (b) agrees, at the request and expense of the Company and its respective successors and assigns, to consent to, and to join in, any action to enforce such rights or to procure a waiver of such rights from the holder of such rights. 3 4 10. LICENSE. In the event Employee has any rights in and to the Work Product or the Developments that cannot be assigned to the Company and cannot be waived, Employee hereby grants to the Company, and its respective successors and assigns, an exclusive, worldwide, royalty-free license during the term of the rights to reproduce, distribute, modify, publicly perform and publicly display, with the right to sublicense and assign such rights in and to the Work Product or the Developments including, without limitation, the right to use in any way whatsoever the Work Product or the Developments. Each of the Company's clients, customers and business partners is an intended third party beneficiary of this provision arid may independently enforce Employee's obligations hereunder. 11. NO RETENTION OF RIGHTS. Employee retains no right to use the Work Product or the Developments and agrees not to challenge the validity of the ownership by the Company of the Work Product or the Developments. 12. ROYALTIES, AT-WILL EMPLOYMENT: Employee's compensation from the Company may include potential royalty payments, as set forth in any separate letter agreement between the Company and Employee, and if there is currently such an agreement, it will be attached hereto as Exhibit A. Notwithstanding any such agreement, Employee understands that Employee is an "at will" employee, who may be terminated at any time by the Company, and that Employee has no right to be employed for a specific term and no right to insist on specific grounds for termination. 13. EXECUTION OF DOCUMENTS: Both while employed by the Company and afterwards, Employee agrees to execute and aid in the preparation of papers that the Company may consider necessary or helpful to obtain or maintain any patents, copyright, trademarks or other proprietary rights at no charge to the Company, but at the Company's expense. 14. APPOINTMENT OF ATTORNEY-IN-FACT. In the event that the Company is unable for any reason whatsoever to secure Employee's signature to any lawful and necessary document required to apply for or execute any patent, copyright or other applications with respect to any of the Work Product or the Developments (including improvements, renewals, extensions, continuations, divisions or continuations in part hereof), Employee hereby irrevocably appoints the Company and its duly authorized officers and agents and Employee's agents and attorneys-in-fact to execute and file any such application and to do all other lawfully permitted act to further the prosecution and issuance of patents, copyrights or other rights thereon with the same legal force and effect as if executed by Employee. 15. CONFLICT OF INTEREST: During Employee's employment by the Company, Employee will not engage in any business competitive with the Company's business activities. 16. NONINTERFERENCE WITH COMPANY EMPLOYEES: While employed by the Company, Employee will not: 4 5 a) induce, or attempt to induce, any Company employee to quit the Company's employ; b) recruit or hire away any Company employee; or c) hire or engage any Company employee or former employee whose employment with the Company ended less than six months before the date of such hiring or engagement. 17. ENFORCEMENT: Employee agrees that in the event of a breach or threatened breach of this Agreement, money damages would be an inadequate remedy and extremely difficult to measure. Employee agrees, therefore, that the Company shall be entitled to an injunction to restrain Employee from such breach or threatened breach. Nothing in this Agreement shall be construed as preventing the Company from pursuing any remedy at law or in equity for any breach or threatened breach. 18. ASSIGNMENT. This Agreement may be assigned by the Company. Employee may not assign or delegate Employee's duties under this Agreement without the Company's prior written approval. This Agreement shall be binding upon Employee's heirs, successors, and permitted assignees. 19. GOVERNING LAW: This Agreement is made and shall be construed and enforced in accordance with the laws of the State of Oregon. 20. ARBITRATION: In the event of any dispute in connection with this Agreement, the Parties agree to resolve the dispute by binding arbitration in Portland, Oregon, under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), with a single arbitrator familiar with software development disputes appointed by AAA. In the event of any dispute, the prevailing party shall be entitled to its reasonable attorneys' fees and costs from the other party, whether or not the matter is litigated or arbitrated to a final judgment or award. 21. CHOICE OF FORUM. The parties hereby submit to the jurisdiction of, and waive any venue objections against, Superior and Municipal Courts of the State of Oregon, Washington County, in any litigation arising our of this Agreement. 22 SEVERABILITY: In any provision of this Agreement is determined to be invalid or unenforceable, the remainder shall be unaffected and shall be enforceable against both the Company and Employee. 23. ENTIRE AGREEMENT: This Agreement supersedes and replaces all prior agreements or understandings, oral or written, between the Company and Employee except for (a) prior confidentiality agreements, if any Employee has signed relating to information not covered by this Agreement, and (b) a letter agreement in the attached hereto as Exhibit B. 5 6 24. MODIFICATION: This Agreement may not be modified except by a writing signed by both the Company and Employee. 25. EMPLOYEE REVIEW AND RECEIPT OF AGREEMENT. Employee acknowledges that Employee has carefully read and considered all provisions of this Agreement and agrees that all of the restrictions set forth herein are fair and reasonably required to protect the Company's interests. Employee acknowledges that Employee has received a copy of this Agreement as signed by Employee. 26. PRIOR DEVELOPMENTS: As a matter of record, Employee has identified all prior developments ("Prior Developments") that have been conceived or reduced to practice or learned by Employee, alone or jointly with others, before Employee's employment with Company, which Employee desires to remove from the operation of this Agreement. The Prior Developments as listed on attached Exhibit C. Employee represents and warrants that this list is complete. If there is no such list, Employee represents that it has made no such Prior Developments at the time of signing this Agreement. [EMPLOYEE]: Date: AUGUST 10, 1998 /s/ ROBERT F. DUNNE -------------------------- ------------------------------------- Employee's Signature Robert F. Dunne ------------------------------------- Typed or Printed Name [COMPANY] Date: AUGUST 10, 1998 /s/ MARK S. ANASTAS -------------------------- ------------------------------------- Signature Mark S. Anastas ------------------------------------- Typed or Printed Name Chief Operating Officer ------------------------------------- Title 6