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Companies seeking to protect confidential information relating to Internet development or commerce should have employees sign confidentiality agreements. The following sample agreement notifies the employee of his or her obligations with respect to the employer’s trade secrets and specifies that the employee is performing work on a “work made for hire” basis and that he or she assigns all rights in any work product not considered as such. ***** I understand that INTERNET CORP. INC. (“Company”) has developed and used, and will be developing and using Confidential Information in connection with its business. “Confidential Information” includes, but is not limited to, information relating to the development of Internet and Internet-related products such as product development and distribution plans, sources of content, licensing and royalty arrangements, profits, sales, pricing policies, operational methods, technical processes and other business affairs and methods, plans for future developments and other information which is not readily available to the public. This information was developed and will be developed by Company at great expense and constitutes trade secrets of Company. To safeguard this Confidential Information, Company has instituted policies and procedures to protect such information. In connection with my employment by Company, I will come into contact with such Confidential Information. I understand that the Confidential Information is vital to the success of Company’s business and, in consideration of my employment by Company and the consideration to be paid to me for my services, I state the following: 1. I agree that during and after my term of engagement with Company: (a) I shall keep secret all Confidential Information and not reveal or disclose it to anyone outside of Company, except with Company’s prior written consent; (b) I shall not make use of any of such Confidential Information for my own purposes or the benefit of anyone other than Company; and (c) I shall deliver promptly to Company, upon the termination of my engagement and at any time Company may so request, all software, data, memoranda, notes, records and other documents (and all copies thereof) constituting or relating to such Confidential Information which I may then possess. 2. All work which I create in connection with my engagement shall be considered to be “works made for hire” under the U.S. Copyright Act, 17 U.S.C. 101 et seq. In the event a work is not construed to be a work made for hire, I assign, and will assign to Company all my rights and interests in any developments, designs, inventions, improvements, trade secrets, trademarks, copyrightable subject matter or proprietary information which I have made or conceived, or may make or conceive, either solely or jointly with others and either on or off Company’s premises, (a) while providing services to Company, (b) with the use of the time, materials or facilities of Company, (c) relating to any product, service or activity of Company of which I have knowledge, or (d) suggested by or resulting from any work performed by me for Company (the “Developments”). I agree that I have no proprietary interest in any Developments, including any patent, copyright, trademark and trade secret rights. Any and all programs, inventions and other works of authorship developed by me while performing services for Company are created for and owned exclusively by Company. I agree that I shall sign any papers necessary for patents, copyrights or trademarks to conform to and protect the interest of Company in the Developments and that I shall not register, file or obtain any patent, copyright or trademark covering any of Developments in my own name and I further agree to provide necessary assistance to protect, enforce or perfect Company’s rights and interests in such patents, copyrights and trademarks. 3. I understand that this Agreement shall be governed by and construed in accordance with the laws of the State of _________. AGREED TO AND ACCEPTED: Name: _____ Signature: _____ Date: _____ ***** This sample form is intended to serve solely as an exemplar and may need to be modified to conform to the legal requirements of your jurisdiction. It in no way constitutes legal advice. Julian S. Millstein, Jeffrey D. Neuburger and Jeffrey P. Weingart are partners with the law firm of Brown Raysman Millstein Felder & Steiner in New York. For information on purchasing the book,Doing Business on the Internet: Forms and Analysis , please go to http://www.lawcatalog.com/ product_detail.cfm?affil=lawcom&productID=1084.

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