ECSI
181Montour RunRoad
Coraopolis, PA 15108
ECSI, Inc.
Employee Agreement
This Agreement is entered into by Educational Computer Systems, Inc. ("ECSI"), a Pennsylvania Corporation, and
the employee whose name and address are set forth at the end of this Agreement ("Employee").
INTRODUCTION
ECSI either employs Employee, and is offering additional consideration, or is extending an offer of employment to
Employee concurrently herewith.
ECSI is in the business of providing services for the Student Loan Management and Electronic billing industry
and has developed proprietary and valuable know-how, methodologies, materials and products;
Employee's relationship with ECSI is one of confidence and trust. In that relationship, Employee may have
access to confidential information of ECSI (or information of others that is in ECSI possession subject to
obligations of confidentiality and/or nondisclosure), and may develop inventions, copyrightable works or other
intellectual property assets for ECSI or for such third parties. The parties wish to agree on the confidentiality
of such information, the ownership of such intellectual property assets, and certain other matters.
Therefore, in consideration of, as a condition of an offer of employment, and intending to be fully and legally
bound, Employee hereby agrees with ECSI as follows:
1.
Confidential Information.
(a)
During and after Employee's employment with ECSI, Employee will hold in confidence and not use, disclose
or allow disclosure of Confidential Information (as defined below) except in the proper performance of Employee's
duties to ECSI. Upon termination of Employee's employment with the Company, Employee will immediately
deliver to ECSI all Confidential Materials (as defined below) and destroy all electronic embodiments of
Confidential Information.
(b)
"Confidential Information" means Trade Secrets and other information of ECSI of a private, secret or
confidential nature and all Work Product, whether disclosed in tangible form (including without limitation written
documents, photographs, drawings, models, prototypes, samples, and magnetic and/or electronic media), or orally
or visually or in other non-tangible form (including without limitation presentations, displays or inspections
of tangible media or facilities). Confidential Information shall also include information received by ECSI from third
parties under an obligation of confidentiality. Confidential Information does not include information which:
(i) was known to Employee prior to disclosure by ECSI; (ii) is or becomes public knowledge without breach of
this Agreement; or (iii) is received by Employee from a third party without any violation of any obligation of
confidentiality and without confidentiality restrictions; or (iv) is independently developed by Employee
without use of or reference to Confidential Information.
(c)
"Confidential Materials" means tangible objects, materials or media in which Confidential
Information is embodied, including, but not limited to, all copies, excerpts, modifications, translations,
enhancements and adaptations of the foregoing.
(d)
"Intellectual Property" means all rights of every nature relating to intellectual property, including without
limitation (i) all United States and foreign patents and patent applications now or hereafter filed (including
continuations, continuations-in-part, divisionals, reissues, reexaminations and foreign counterparts thereof),
and all rights with respect thereto, (ii) all Trade Secrets, (iii) all United States and foreign semiconductor mask
work rights and registrations for such rights, and (iv) all copyrights and renewals thereof and other rights
relating to literary or artistic works and data compilations (including without limitation author's and moral rights
and rights of publicity and privacy).
(e)
"Trade Secrets" means all trade secrets under the laws of any jurisdiction, including but not limited to ideas,
inventions, discoveries, developments, designs, improvements, prototypes, know-how, methods, processes,
techniques, product specification and performance data, computer programs, and other data, in each case whether
or not patentable, copyrightable or within any particular definition of trade secret; unpublished proprietary
information relating to ECSI's Intellectual Property; and business, marketing, sales, research, development,
manufacturing, production and other plans and strategies; forecasts, financial statements, budgets and
projections, licenses, prices and costs; customer and supplier lists and terms of customer and supplier
contracts; personnel information; compilations of such information; and the existence and terms of this
Agreement. Employee's Work Product is a Trade Secret of ECSI.
(f)
"Work Product" means all tangible and intangible results of services rendered to ECSI by Employee or that
relate directly or indirectly to the business activities of ECSI.
2.
Ownership of Work Product and Intellectual Property.
(a)
Employee is performing services and creating Work Product hereunder at the direction of ECSI.
It is therefore the parties' intention that ECSI is to own exclusively all rights and economic interests in the Work
Product and all Intellectual Property embodied therein or related thereto, including without limitation any
invention or discovery made or reduced to practice in the process of performing the services. This Agreement
is to be construed to the maximum extent possible to produce the foregoing result, including, but not limited to,
the construction of any ambiguities so as to achieve said result.
(b)
Accordingly, Employee agrees as follows:
(i)
All tangible Work Product which is a copyrightable work of authorship will be deemed a work
made for hire owned by ECSI under United States copyright laws; if an invention, Work
Product is deemed to be owned by ECSI upon creation.
(ii)
Employee will maintain adequate and current written records of all Work Product, which shall be
available to and remain the property of ECSI at all times.
(iii)
Employee shall promptly and fully disclose in writing to ECSI all Trade Secrets, including
without limitation inventions and works of authorship, which are related to the business activities
of ECSI authored, conceived, created or reduced to practice by Employee (whether alone or jointly
with others, whether during or outside the hours Employee is providing services, and whether or
not by the use of ECSI's equipment or other resources) during the term of this Agreement or within
six (6) months thereafter, whether or not patentable or copyrightable.
(iv)
Employee hereby assigns irrevocably and unconditionally, to the fullest extent permitted by law
under any interpretation of the relationship between the parties, all right, title and interest (including
without limitation all Intellectual Property rights) embodied in or associated with the Work Product
and are authored, conceived, created or reduced to practice by Employee during the term of this
Agreement or within six (6) months thereafter, from Confidential Information disclosed by ECSI.
(v)
Promptly upon request by ECSI and at ECSI's expense, Employee shall execute and deliver to
ECSI all applications, assignments, agreements and other instruments and take such reasonable
actions as ECSI may deem helpful to fully vest the foregoing rights in ECSI or to evidence such
vesting. If ECSI is unable, after reasonable effort, to secure Employee's signature on any patent
application, copyright registration or other similar document, Employee hereby irrevocably designates
and appoints ECSI and its duly authorized representatives as Employee's agent and attorney-in-fact to
execute and file any such application or registration and to do all other lawfully permitted acts to
further the prosecution and issuance of letters patent, copyright registration and other forms of
intellectual property protection with the same legal force and effect as if executed by Employee.
(vi)
Employee hereby waives in favor of ECSI and its assigns and licensees any and all artists or moral
rights he/she may have pursuant to any state, provincial or federal laws or statutes of the United States
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in respect of any Work Product, and all similar rights under the laws of all jurisdictions.
3.
Publication. During Employee's employment, Employee will not publish anything relating to
ECSI's area of business (including without limitation Inventions and Work Product) without its prior written
consent.
4.
Covenant Not to Compete. While Employee is employed by ECSI and for a period of one (1) year after
termination of Employee's employment with ECSI for any reason, Employee covenants that he will not do any of
the following directly or indirectly, anywhere within the United States:
(a) engage or participate in any business competitive with ECSI;
(b) recruit or solicit, offer employment to, or hire or employ any person who was an employee or
independent contractor of ECSI on or within twelve (12) months before the termination of Employee's
employment, or
(c) work for, or solicit or accept business from, any person or entity that was a customer of ECSI on or
within twelve (12) months before the date of termination of Employee's employment, or
(d) work for, either as an employee, consultant, or independent contractor, any direct competitor of ECSI
including, but not limited to, UAS, ACS, LMS, CLM and Campus Partners.
(e) influence or attempt to influence any employee, consultant, customer, supplier, licensor, licensee,
contractor, agent, representative, advisor, strategic partner, distributor or other person to terminate or
adversely modify any written or oral agreement, arrangement or course of dealing with ECSI.
Employee will not engage in the actions prohibited in clauses (a) through (e) of this Section 4 either directly
or indirectly, or by being associated with any person or entity as owner, partner, employee, agent, consultant,
director, officer, stockholder (other than as the owner of less than 1% of the outstanding stock of a publiclytraded corporation) or in any other capacity or manner whatever.
5.
Nature of Relationship.
Employee understands and acknowledges that this Agreement is not an employment contract, that the
Employee is an at-will employee, and that either Employee or ECSI may terminate Employee's employment at any
time with or without cause.
6.
Conflicting Obligations.
(a) Employee represents that he has not entered into any agreement and is not subject to any obligation which in
any way prevents Employee from being bound by each and every provision of this Agreement or in any way
imposes restrictions upon the use of Employee's knowledge, skill or expertise to further the business activities of
ECSI.
(b) Employee will not use confidential information of others and will not disclose to or use on behalf of ECSI, or
induce ECSI to use any such Confidential Information of others in connection with Employee's employment by
ECSI.
7.
Miscellaneous.
(a) The term "ECSI" shall mean ECSI and any person, corporation or other business entity that directly, or
indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, ECSI.
(b) If any provision of this Agreement is invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability in every other respect of such provision and of the remaining provisions shall not in any way be
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affected or impaired thereby. If a court determines that any provision herein is invalid, illegal or unenforceable, for
any reason, such provision shall be deemed amended to the extent necessary to comply with such determination,
and such provision, as so amended, shall be valid and binding as though the invalid, illegal or unenforceable
portion had not been included herein.
(c) Employee will give ECSI at least two (2) weeks written notice (fo ur (4) weeks for management and
other key employees) of resignation from his or her employment to allow for an orderly transition period.
(d) Employee recognizes that irreparable injury, which could not be adequately compensated by money damages,
may result to ECSI if Employee breaches the promises Employee has made in this Agreement, and that
Employee's employment is based on those promises. Employee therefore agrees that in the event of Employee's
breach or threatened breach of any of those promises, ECSI shall be entitled to injunctive or other equitable relief
restraining such breach or threatened breach. Such relief shall be without prejudice to any other remedy to which
ECSI may be entitled,
(e) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their
successors, assigns and legal representatives, may be amended only in a writing executed by both parties hereto, and
shall be governed by and construed in accordance with the laws of the State of Pennsylvania. Any action or
proceeding arising out of or related to this Agreement shall be brought only in the state or federal courts which
have jurisdiction and venue over the proceeding and the then location of ECSI's principal offices. Notwithstanding
the foregoing, ECSI may in its sole discretion elect arbitration for the resolution of any or all disputes and/or issues
that may arise under or in connection with this Agreement.
8.
Disclosure.
The Employee agrees to disclose this Agreement to any prospective employers.
EMPLOYEE UNDERSTANDS AND ACKNOWLEDGES THAT THIS AGREEMENT AFFECTS SIGNIFICANT
LEGAL RIGHTS. EMPLOYEE HAS READ AND FULLY UNDERSTANDS EACH PROVISION OF THIS
AGREEMENT. EMPLOYEE HAS HAD THE OPPORTUNITY TO CONSULT, TO THE EXTENT DESIRED,
WITH AN ATTORNEY OF EMPLOYEE'S OWN CHOOSING,
IN WITNESS WHEREOF, Employee and ECSI hereby execute this Agreement as of the date set forth below.
ECSI, Inc.
Employee:
By: _________________________________________
Authorized Signature
_______________________________________
Signature
_____________________________________________
Name (Print or Type)
_______________________________________
Name (Print or Type)
_____________________________________________
Title
Address: _______________________________
_______________________________
_______________________________
_____________________________________________
Date
_______________________________________
Date
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