Employee Manual

Policy No.
MS-CONF-02

POLICY EFFECTIVE
JUNE 15, 2004
Revised April 2007

Confidenciality/Competition Policy

• The undersigned (“Employee”), in consideration of obtaining or continuing employment with Microsolv Technology Corporation and/or any Company that, directly or indirectly, controls it, or is controlled by it (the “Company”), agrees as follows:

1. Disclosure

• Employee will not disclose to anyone, or use, while employed or thereafter, any confidential information concerning the Company. Confidential information includes, without limitation, information, knowledge or data about the Company’s businesses, processes, products, trade secrets, methods, formulae, customers, know/how, machines, manufacturing compositions, services, purchasing, research and development, finance, data processing, engineering, inventions or discoveries. Confidential information does not include matters, which are generally available to the public.

• Employee must, upon leaving the Company’s employ for any reason, must immediately relinquish all Company property and not maintain, copy or take, without the Company’s written consent, any drawing, document, samples, record, database, copy, transcript or similar writing, photograph or other printed, written or recorded matter embodying any confidential information, and must turn over to the Company photographs or other printed, written or electronically recorded matter which are in Employee’s possession or under Employee’s control.

• Employee will not share, copy, transfer or disclose to anyone, any information downloaded, copied, transferred or otherwise provided to employee on Company owned (or leased), employee’s personal computers or any electronic equipment. This information includes but is not limited to the SaleForce database and similar Company owned databases, programs and files. All information added to SalesForce and other Company owned databases, records and files during the employee’s employment by the Company is the sole property of the Company.

2. Inventions, Patents, Trade Secrets and Intellectual Property

• Employee agrees that all inventions, discoveries, improvements, trade secrets, innovations and ideas, whether patentable or not (the “Inventions”), which are or have been made, conceived or discovered by Employee, individually or jointly with others, during Employee’s employment, whether or not during working hours, and within six months thereafter, and which in any way (I) relate to the Company’s business, (ii) arise out of any work done for or any information or assistance received from the Company, or (iii) relate to any actual or anticipated research or development activity of the Company, are the Company’s property, whether patentable or otherwise, without any obligation of the Company to make any payment therefor in addition to Employee’s salary.

• Employee must disclose promptly all Inventions to the Company and execute promptly upon request, during or after employment, any documents to transfer title, in any country, to any Invention, to the Company or its successors or assigns or to enforce patents, trademarks or copyrights thereon. Employee will also reasonably assist the Company in any litigation involving Inventions, or the Company’s patents, trademarks or copyrights with which Employee has been materially involved.

• If, following ten days’ written notice from the Company, employee refuses, or is unable due to disability, incapacity or death, to execute any such documents relating to Inventions, Employee hereby appoints any of the Company’s officers as Employee’s attorney-in-fact to so execute such documents on Employee’s behalf. This agency is coupled with an interest and is irrevocable without the Company’s prior written consent.

• Even if the Company does not own an invention made by Employee while employed, if Employee uses any of the Company’s equipment, supplies, facilities or trade secret information to make or conceive the Invention, Employee grants to the Company a royalty free right to make, use and sell the Invention.

• All information provided by employee regarding customers and vendors will be considered trade secrets and the exclusive property of the Company.

3. Competition
• During Employee’s employment, Employee will not render services, directly or indirectly, either on Employee’s own behalf or for anyone else, in connection with any equipment, product or service competitive to equipment, products or services manufactured, designed, sold or supplied by the Company.

4. No Employment Obligation
• Nothing contained in this Agreement or otherwise shall be deemed to create in Employee any right to continued employment with the Company.

5. Miscellaneous
• This Agreement shall be binding upon and inure to the benefit of the Company and Employee, their heirs, executors, administrators, legal representatives, nominees, successors or assigns.

• This Agreement supersedes any prior agreement, relating to the same subject matter, between the Company and Employee.

• The Company may assign this Agreement to any parent, subsidiary, division or affiliate or to the successor to all or any part of its business.

• If the Company waives any part of this Agreement, or any part of it is determined to be unenforceable, Employee acknowledges that the remaining parts of this Agreement continue to be enforceable.

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