INTELLECTUAL PROPERTY RIGHTS
AND NON-COMPETITION AGREEMENT
This INTELLECTUAL PROPERTY RIGHTS
AND NON-COMPETITION AGREEMENT (the “Agreement”) is made between Inetekk.com,
Inc., (“Inetekk”) and the subscriber (the “Subscriber”) to any Inetekk system or
service (the “Product”) as defined in section 2. In consideration of the mutual
promises and agreements hereinafter set forth, Inetekk and Subscriber agree as
follows:
1. Term of Agreement. The term of this agreement shall commence on the
initial signup date of the Subscriber to the Product. Upon termination (as
defined in section 5 below) this Agreement shall continue for a period of ten
(10) years thereafter. Subscriber expressly understands and agrees that
Subscriber’s use of the Product is “CONDITIONAL” based upon Inetekk’s Terms of
Service and can be terminated by Inetekk at any time for violations thereof.
Subscriber also expressly understands and agrees that some of the Subscriber’s
duties and obligations as specified herein will remain in effect after the
termination of membership to the Product.
2. The Product. Inetekk offers a variety of online systems, products, and services for
free and for cost. These range from standalone as well as integrated systems
including but not limited to 1-Family.com, Blastomatic.com,
Computer-Giveaway.net, DailyMessageOnline.com, eTracking.net, FFAFarm.com,
FreeFFAs.com, Free-Mart.net, Free-Page.net, ISP-4-Free.et, Leadsomatic.com,
Money-Machine.net, Prendergast.net, Sohomatic.com, Spam-Wars.net,
Vacation-4-Free.com, VereConference.com, Veremail.com, Veretekk.com,
Veretekk.com.au, Veretracking.com, and WebCatch.net. Inetekk provides this
product to Subscriber who hereby accepts and agrees to become a member to such
services.
3. Subscriber Adherence To Inetekk Terms Of Service. This Agreement in no way
alters of effects the terms set forth in Inetekk’s Terms of Service to which
the Subscriber also agrees to honor. This Agreement is an extension to
Inetekk’s Terms of Service.
4. Consideration to Subscriber. Subscriber has the ability to earn commissions from
use of the Product based on the individual compensation plans set forth in each
system. The availability of such commissions for the basis for consideration
for this Agreement.
5. Termination. Inetekk may terminate Subscriber’s membership to the Product for any
violation of Inetekk’s Terms of Service. Subscriber may terminate membership to
the Product for any reason. In order to terminate membership to the Product,
Subscriber must notify Inetekk in writing pursuant to Inetekk’s Terms of
Service. Note: cancellation of membership (account downgrade) does not
constitute termination of membership. Some obligations of Subscriber will
remain in effect after the termination of membership as specified in this
Agreement.
6. Confidentiality.
(a) Definitions. “Proprietary Information” is all
information and any idea in whatever form, tangible or intangible, pertaining
in any manner to the business of Inetekk, or any of its affiliates, or its
Subscribers, clients, consultants, or business associates, which was produced
by Inetekk. All Proprietary Information not generally known outside of
Inetekk's organization, and all Proprietary Information so known only through
improper means, shall be deemed “Confidential Information.” Confidential
Information may be contained in oral communications, as well as in any tangible
expressions referring or relating, but not limited to:
(i) formulas, research and development techniques,
processes, trade secrets, computer programs, software, system architecture,
hardware, electronic codes, mask works, inventions, innovations, patents,
patent applications, discoveries, improvements, data, know-how, formats, test
results, research projects, manuals, specifications, documentation, notes,
industry contacts;
(ii) information about costs, profits, markets, sales, contracts and
lists of customers, and distributors;
(iii) business, marketing, and strategic plans;
(iv) forecasts, unpublished financial information, budgets,
projections, and customer identities, characteristics and agreements; and
(v) Subscriber personnel files and compensation information.
Confidential Information is to be broadly defined,
and includes all information that has or could have commercial value or other
utility in the business in which Inetekk is engaged or contemplates engaging,
and all information of which the unauthorized disclosure could be detrimental
to the interests of Inetekk, whether or not such information is identified as
Confidential Information by Inetekk.
(b) Existence of Confidential Information. Inetekk
owns and has developed and compiled, and will develop and compile, certain
trade secrets, proprietary techniques and other Confidential Information which
have great value to its business. This Confidential Information includes not
only information used by Inetekk to develop and offer the Product to the
Subscriber, but also information learned by Subscriber during the course of
Subscriber’s membership to the Product. All materials referring or relating to
Confidential Information, any software, hardware, equipment or devices
incorporating any Confidential Information are and shall remain the sole and
exclusive property of Inetekk, except as set forth in this Agreement.
Subscriber shall have no interest in or rights to use or disclose Confidential
Information.
(c) Protection of Confidential Information.
Subscriber will not, directly or indirectly, use, make available, sell,
disclose or otherwise communicate to any third party any of Inetekk's
Confidential Information, either during or after Subscriber’s membership to the
Product. In the event Subscriber desires to publish information related to the
technical workings of the Product through literature or speeches, Subscriber
will submit such literature or speeches to the Board of Directors of Inetekk at
least 10 days before dissemination of such information for a determination of
whether such disclosure may alter trade secret status, may be highly
prejudicial to the interests of Inetekk, or may constitute an invasion of its
privacy. Subscriber agrees not to publish, disclose or otherwise disseminate
such information without prior written approval of the Board of Directors of
Inetekk. Subscriber acknowledges that Subscriber is aware that the unauthorized
disclosure of Confidential Information of Inetekk may be highly prejudicial to
its interests, an invasion of privacy, and an improper disclosure of trade
secrets. Subscriber agrees that all Confidential Information obtained by
Subscriber through the course of membership to the Product is subject to this
Agreement and will be received and held in confidence. Subscriber will take all
necessary steps to prevent disclosure of Confidential Information to others and
will not use or disclose Confidential Information except as set forth in this
Agreement or with the express prior written consent of Inetekk. Subscriber
shall immediately notify Inetekk of any actual or suspected unauthorized use or
disclosure of Confidential Information, and shall cooperate with Inetekk in
obtaining injunctive or other equitable relief and in any suit for damages. If
Subscriber receives a subpoena or other legal process seeking disclosure of
Confidential Information, Subscriber shall immediately notify Inetekk and
cooperate fully with Inetekk in contesting such disclosure.
(d) Delivery of Confidential Information. Upon
request or when Subscriber’s membership to the Product is terminated,
Subscriber will immediately deliver to Inetekk all copies of any and all
materials and writings received from, created for, or belonging to Inetekk
including, but not limited to, those which relate to or contain Confidential
Information.
(e) Location and Reproduction. Subscriber shall
maintain at Subscriber’s place of business only such Confidential Information
as Subscriber has a current “need to know.” Subscriber shall return to the
appropriate person or location or otherwise properly dispose of Confidential
Information once that need to know no longer exists. Subscriber shall not make
copies of or otherwise reproduce Confidential Information unless there is a
legitimate business need of Inetekk for reproduction.
(f) Prior Actions and Knowledge. Subscriber
represents and warrants that from the time of Subscriber’s first signed up for
membership to the Product, Subscriber held in strict confidence all
Confidential Information and have not disclosed any Confidential Information,
directly or indirectly, to anyone outside Inetekk, or used, copied, published,
or summarized any Confidential information, except to the extent otherwise
permitted in this Agreement.
(g) Duration of obligations. Subscriber’s
obligations under Section 6. Confidentiality shall survive expiration or
termination of this Agreement for any reason for a period of ten (10) years
after the date of termination of membership to the Product.
7. Intellectual Property Rights.
(a) Definition. The term “Subject Ideas or
Inventions” includes any and all ideas, processes, trademarks, service marks,
inventions, designs, technologies, computer hardware or software, original
works of authorship, formulas, discoveries, patents, copyrights, copyrightable
work products, marketing and business ideas, and all improvements, know-how,
data, rights, and claims related to the foregoing that, whether or not
patentable, which are conceived, developed or created and which:
(i) relate to Inetekk's current or contemplated
business or activities;
(ii) relate to Inetekk's actual or demonstrably
anticipated research or development;
(iii) result from any concept or idea suggested to
Inetekk by Subscriber;
(iv) involve the use of Inetekk's equipment,
supplies, facilities or trade secrets;
(v) result from or are suggested by any work done by
Inetekk or at Inetekk's request, or any projects specifically assigned to
Subscriber; or
(vi) result from Subscriber’s access to any of
Inetekk's memoranda, notes, records, drawings, sketches, models, maps, customer
lists, research results, data, formulae, specifications, inventions, processes,
equipment or other materials (collectively, “Inetekk Materials”).
(b) Inetekk Ownership. All right, title and interest
in and to all Subject Ideas and Inventions, whether or not registered or
registrable, patented or patentable shall be held and owned solely by Inetekk.
Subscriber shall mark all Subject Ideas and Inventions with Inetekk's copyright
or other proprietary notice as directed by Inetekk and shall take all actions
deemed necessary by Inetekk to protect Inetekk's rights therein. In the event
that Subscriber should otherwise, by operation of law, be deemed to retain any
rights (whether moral rights or otherwise) to any Subject Ideas and Inventions,
Subscriber hereby assigns and otherwise transfers and agrees to assign and
otherwise transfer to Inetekk, without further consideration, Subscriber’s
entire right, title and interest in and to each and every such Subject Idea and
Invention. Subscriber hereby waives any so-called “droit moral” rights, “moral
rights of authors” and all other similar rights Subscriber may have in any
Subject Ideas and Inventions, however denominated, throughout the world.
(d) Inetekk’s rights. Subscriber agrees that Inetekk
may apply for and receive a patent or patents, trademark or trademarks,
copyright or copyrights for Subject Ideas and Inventions in its own name that
may have been suggested to Inetekk by Subscriber.
(e) Access. Because of the difficulty of
establishing when any Subject Ideas or Inventions are first conceived by
Subscriber, or whether it results from Subscriber’s access to Confidential
Information or Inetekk Materials, Subscriber agrees that any Subject Idea and
Invention shall, among other circumstances, be deemed to have resulted from
Subscriber’s access to Inetekk Materials if: (1) it grew out of or resulted
from Subscriber’s membership to the Product, and (2) it is made, used, sold,
exploited or reduced to practice, or an application for patent, trademark,
copyright or other proprietary protection is filed thereon, by Subscriber or
with Subscriber’s significant aid, within one year after termination of
membership to the Product.
(f) Exhibit. Subscriber acknowledges that there are
no currently existing ideas, processes, inventions, discoveries, marketing or
business ideas or improvements which Subscriber desire to exclude from the
operation of this Agreement. To the best of Subscriber’s knowledge, there is no
other contract to assign inventions, trademarks, copyrights, ideas, processes,
discoveries or other intellectual property that is now in existence between
Subscriber and any other person (including any business or governmental
entity).
(g) No Use of Name. Subscriber shall not at any time
use Inetekk's name or any Inetekk trademark(s) or trade name(s) in any
advertising or publicity without the prior written consent of Inetekk.
8. Competitive Activity. Subscriber agrees that during Subscriber’s
membership to the Product and for a period of one (1) year after termination of
Product membership, without Inetekk's express written consent, Subscriber shall
not, directly or indirectly, (i) employ, solicit for employment, or recommend
for employment any person employed by Inetekk (or any Affiliate); and (ii)
engage in any present or contemplated business activity that is or may be
competitive with Inetekk (or any Affiliate) in any area of the world.
Subscriber acknowledges that pursuit of such activities will necessarily
involve the use, disclosure or misappropriation of Confidential Information.
9. Representations and Warranties. Subscriber represents and warrants:
(a) that Subscriber has no obligations, legal or
otherwise, inconsistent with the terms of this Agreement or with undertaking a
relationship with Inetekk;
(b) that the performance of the services called for
by this Agreement do not and will not violate any applicable law, rule or
regulation or any proprietary or other right of any third party;
(c) that Subscriber will not use through membership
to the Product any copyrighted, trademarked, confidential, or otherwise illegal
materials or documents from any other company; and
(d) that Subscriber has not entered into or will not
enter into any agreement (whether oral or written) in conflict with this
Agreement.
10. Termination
Obligations.
(a) Upon the termination of membership to the
Product or promptly upon Inetekk's request, Subscriber shall surrender to
Inetekk all equipment, tangible Proprietary Information, documents, books,
notebooks, records, reports, notes, memoranda, drawings, sketches, models,
maps, contracts, lists, computer disks (and other computer-generated files and
data), any other data and records of any kind, and copies thereof
(collectively, “Inetekk Records”), created on any medium and furnished to,
obtained by, or prepared by Subscriber in the course of or incident to
Subscriber’s membership to the Product, that are in Subscriber’s possession or
under Subscriber’s control.
(b) Subscriber’s representations, warranties, and
obligations contained in this Agreement shall survive the termination of the
employment.
(c) Following any termination of membership to the
Product, Subscriber will fully cooperate with Inetekk in all matters relating
to Subscriber’s continuing obligations under this Agreement.
(d) Upon termination of membership to the Product,
Subscriber hereby agrees to execute a Certificate acknowledging compliance with
this Agreement in the form reasonably provided by Inetekk.
11. Injunctive Relief. Subscriber acknowledges that failure to carry out
any obligation under this Agreement, or a breach by Subscriber of any provision
herein, will constitute immediate and irreparable damage to Inetekk, which
cannot be fully and adequately compensated in money damages and which will
warrant preliminary and other injunctive relief, an order for specific
performance, and other equitable relief. Subscriber further agrees that no bond
or other security shall be required in obtaining such equitable relief and
Subscriber hereby consents to the issuance of such injunction and to the
ordering of specific performance. Subscriber also understands that other action
may be taken and remedies enforced against Subscriber.
12. General.
(a) Modification. No modification of this Agreement
shall be valid unless made in writing that explicitly refers to the amendments
of this Agreement and is signed by both parties.
(b) Binding Effect. This Agreement shall be binding upon
Subscriber, Subscriber’s heirs, executors, assigns and administrators and is
for the benefit of Inetekk and its successors and assigns.
(c) Governing Law. By accepting Inetekk’s Terms of
Service the Subscriber agrees to submit to jurisdiction in the state or federal
courts of San Diego County in the state of California. The parties waive any
other venue to which either party may be entitled by domicile or otherwise.
(d) Integration. This Agreement sets forth the
parties' mutual rights and obligations with respect to proprietary information,
prohibited competition, and intellectual property. It is intended to be the
final, complete, and exclusive statement of the terms of the parties'
agreements regarding these subjects. This Agreement supersedes all other prior
and contemporaneous agreements and statements on these subjects, and it may not
be contradicted by evidence of any prior or contemporaneous statements or
agreements. To the extent that the practices, policies, or procedures of
Inetekk, now or in the future, apply to Subscriber and are inconsistent with
the terms of this Agreement, the provisions of this Agreement shall control
unless changed in writing by Inetekk.
(f) Construction. This Agreement shall be construed
as a whole, according to its fair meaning, and not in favor of or against any
party. By way of example and not limitation, this Agreement shall not be
construed against the party responsible for any language in this Agreement. The
headings of the paragraphs hereof are inserted for convenience only, and do not
constitute part of and shall not be used to interpret this Agreement.
(g) Attorneys' Fees. Should either Subscriber or
Inetekk, or any heir, personal representative, successor or permitted assign of
either party, resort to legal proceedings to enforce this Agreement, the
prevailing party (as defined in California statutory law) in such legal
proceeding shall be awarded, in addition to such other relief as may be
granted, attorneys' fees and costs incurred in connection with such proceeding.
(h) Severability. If any term, provision, covenant
or condition of this Agreement, or the application thereof to any person, place
or circumstance, shall be held to be invalid, unenforceable or void, the
remainder of this Agreement and such term, provision, covenant or condition as
applied to other persons, places and circumstances shall remain in full force
and effect.
(i) Rights Cumulative. The rights and remedies
provided by this Agreement are cumulative, and the exercise of any right or
remedy by either Inetekk or Subscriber (or by that party's successor), whether
pursuant hereto, to any other agreement, or to law, shall not preclude or waive
that party's right to exercise any or all other rights and remedies. No waiver
shall be construed as a waiver of any succeeding breach, whether or not of the
same or a different term or condition. This Agreement will inure to the benefit
of Inetekk and its successors and assigns.
(j) Nonwaiver. The failure of either Inetekk or
Subscriber, whether purposeful or otherwise, to exercise in any instance any
right, power or privilege under this Agreement or under law shall not
constitute a waiver of any other right, power or privilege, nor of the same
right, power or privilege in any other instance. Any waiver by Inetekk or by
Subscriber must be in writing and signed by either Subscriber, if Subscriber is
seeking to waive any of the rights under this Agreement, or by an officer of
Inetekk (other than Subscriber) or some other person duly authorized by
Inetekk.
(k) Notices. Any notice, request, consent or
approval required or permitted to be given under this Agreement or pursuant to
law shall be sufficient if it is in writing, and if and when it is hand
delivered or sent by regular mail, with postage prepaid, to Subscriber’s
residence (as noted in Inetekk's records), or to Inetekk's principal office, as
the case may be.
(l) Date of Effectiveness. This Agreement shall be
deemed effective as of the initial signup date to the Program by Subscriber.
(m) Agreement to Perform Necessary Acts. Subscriber
agrees to perform any further acts and execute and deliver any documents that
may be reasonably necessary to carry out the provisions of this Agreement.
(n) Assignment. This Agreement, or any right or
interest under this Agreement shall not be assigned, nor shall any work or
obligation to be performed under this Agreement be delegated, voluntarily, by
operation of law or otherwise, without the parties’ prior written consent. Any
attempted assignment in contravention of this Section (n) shall be void and
ineffective. The terms of this Agreement shall be binding upon and inure to the
benefit of and be enforceable by the permitted respective successors and
assigns of the parties hereto.
(o) Compliance with Law. Subscriber agrees to abide
by all federal, state, and local laws, ordinances and regulations.
(p) Subscriber Acknowledgment. Subscriber
acknowledges that Subscriber has had the opportunity to consult legal counsel
in regard to this Agreement, that Subscriber has read and understands this
Agreement, that Subscriber is fully aware of its legal effect, and that
Subscriber has entered into it freely and voluntarily and based on Subscriber’s
own judgment and not on any representations or promises other than those
contained in this Agreement.
IN WITNESS WHEREOF, Inetekk and Subscriber have executed this Agreement
as of the sign-up date by Subscriber to the Product.
CAUTION: THIS AGREEMENT CREATES IMPORTANT OBLIGATIONS OF TRUST AND
AFFECTS THE SUBSCRIBER'S RIGHTS TO INVENTIONS AND OTHER INTELLECTUAL PROPERTY
THE SUBSCRIBER MAY DEVELOP DURING THE PERIOD OF MEMBERSHIP TO THE PRODUCT.
BY ACCEPTING AND ENROLLING AS A SUBSCRIBER TO THE PRODUCT,
SUBSCRIBER HEREBY EXPLICTLY AGREES TO THIS INTELLECTUAL PROPERTY RIGHTS AND
NON-COMPETITION AGREEMENT IN ITS ENTIRITY.