This Confidentiality, Non-Competition, Non-Solicitation, and Intellectual Property CONFIDENTIALITY, NON-COMPETITION, NON-SOLICITATION,

CONFIDENTIALITY, NON-COMPETITION, NON-SOLICITATION,
AND INTELLECTUAL PROPERTY AGREEMENT
This Confidentiality, Non-Competition, Non-Solicitation, and Intellectual Property
Agreement (“the Agreement”), is between ServiceLink, a Division of Chicago Title Insurance
Company (“the Company”), and _________________________ (“the Employee”).
WHEREAS, the Company has its headquarters at 345 Rouser Road, Coraopolis,
Pennsylvania; and
WHEREAS, the Company is engaged in the business of real estate appraisal, title, and
closing management; participating in joint ventures with other entities to establish and operate
real estate appraisal, title, and closing management firms; advising and consulting with mortgage
lenders concerning the establishment and improvement of in-house real estate appraisal, title, and
closing management capabilities; providing computer and other consulting services, including
but not limited to developing software, creating technical specifications, and providing contract
programming services; providing lenders with national default services; and residential mortgage
servicing and subservicing (the business in which ServiceLink is engaged will hereinafter be
referred to as “the Business”); and
WHEREAS, the Company desires to employ the Employee on an at-will basis; and
WHEREAS, the Employee desires to be employed by the Company on an at-will basis;
and
WHEREAS, the Employee, in the course of employment, will have access to certain
confidential and proprietary business information of the Company’s, and to customers and
prospective customers of the Company’s;
NOW, THEREFORE, in consideration of the Company’s agreement to employ the
Employee on an at-will basis, and in further consideration of the mutual covenants set forth
below, and intending to be legally bound, the Company and the Employee hereby agree as
follows:
1.
Confidentiality.
a.
Employee’s Access to Confidential Information. The Employee
acknowledges that, during the Employee’s employment with the Company, the Employee will
have access to confidential and proprietary business information and trade secrets of the
Company, including but not limited to information concerning customers and prospective
customers; customer lists; customer contact information; customer histories and requirements;
financial information; contracts; sales information; product and service pricing and pricing
strategies; marketing strategies and other marketing information; computer software and codes;
research and development information; and internal business policies and practices, all of which
are of substantial value to the Company in its business.
b.
Employee’s Obligation Regarding Company Business Information;
Injunctive Relief. The Employee understands and agrees that if, during the Employee’s
employment with the Company or at any time thereafter, the Employee discloses to third parties,
uses for the Employee’s own benefit or for the benefit of third parties, or copies or makes notes
of any confidential or proprietary information or trade secrets of the Company, except as may be
required by the Employee’s duties with the Company, such conduct shall constitute a breach of
the confidence and trust bestowed upon the Employee by the Company. The Employee
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expressly agrees that injunctive relief, in addition to any other remedies provided by law or in
equity, shall be necessary and appropriate in the event of any such conduct by the Employee.
c.
Covenant Not to Use or Disclose Confidential or Non-Public Business
Information of the Company’s. The Employee agrees that, all times during and after the
Employee’s employment with the Company, the Employee will not use or cause to be used for
the Employee’s own benefit or for the benefit of any third party, or disclose to any third party in
any manner, directly or indirectly, any information of a confidential or proprietary nature, trade
secrets or any other knowledge or information, except that which is public knowledge, of or
relating to the Company’s business, without the Company’s express prior written consent.
d.
Return of Company Information and Property. The Employee agrees to
return to the Company, either before or immediately upon the termination of the Employee’s
employment, or at any time upon the Company’s request, any and all written information,
materials and equipment which constitute, contain or relate in any way to proprietary or
confidential information or trade secrets of the Company and any other documents, equipment
and materials of any kind which constitute the property of the Company, whether confidential or
not, including any and all copies or notes thereof which may have been made by or for the
Employee. After the termination of the Employee’s employment, the Employee shall not retain,
in hard copy, computer, electronic, or any other form, any information which constitutes,
contains, or relates in any way to proprietary, confidential, or trade secret information of the
Company’s.
e.
Employee’s Obligation Regarding Information Concerning Internal
Business Matters. The Employee agrees that, during the term of the Employee’s employment
with the Company and at all times thereafter, and except as may be required in the performance
of the Employee’s duties with the Company, the Employee will not utilize for the Employee’s
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own benefit or that of any third party, and will not use or disclose to any third party, the
Employee’s knowledge of or any information concerning the Company’s internal organization or
business structure or the work assignments or capabilities of any officer or employee of the
Company without the Company’s express prior written consent.
2.
Non-Competition.
a.
Covenant Not to Compete During Employment Term. During the
Employee’s employment with the Company, the Employee will not compete directly or
indirectly in any way with the Company, and will not directly or indirectly engage in the
Business, other than on behalf of the Company.
b.
Covenant Not to Compete After Termination of Employment. The
Employee acknowledges and agrees that the Company’s business is nationwide in scope, and
that the Company solicits business from and does business with customers located throughout
the United States. Accordingly, the Employee agrees that, for a period of one year after the
termination of the Employee’s employment, and at any location within the United States, the
Employee will not, directly or indirectly, (i) engage in the Business; or (ii) consult with or have
any interest in any business, firm, person, partnership or corporation, whether as employee,
officer, director, agent, security holder, creditor, consultant, or otherwise, which engages the
Business.
c.
Customer Non-Solicitation. The Employee agrees that, for a period of one
year after the termination of the Employee’s employment, the Employee will not have direct or
indirect contact with any of the Company’s then-current customers, with any of the Company’s
former customers, or with any prospective customers to which the Company has submitted bids
or proposals, where that contact has either of the following purposes: (1) selling or otherwise
providing any type of product or service that the Company is in the business of selling or
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otherwise providing, or (2) encouraging the current, former, or prospective customer to cease
doing business with the Company, or to curtail its business with the Company, or not to
commence doing business with the Company.
d.
Employee Non-Solicitation. The Employee agrees that, for a period of
one year after the termination of the Employee’s employment, the Employee will not, directly or
indirectly, induce or attempt to induce any of the Company’s employees to leave their
employment with the Company.
3.
Intellectual Property.
a.
Employee Inventions and Discoveries. Any information, ideas, concepts,
improvements, inventions, discoveries, suggestions, trademarks, service marks, trade names,
copyrightable works and mask works (hereinafter referred to collectively as “Intellectual
Property”) which relate to the present or anticipated business activities of the Company and
which the Employee makes or conceives, either jointly or with others, at any time during the
Employee’s employment with the Company, whether during working hours or not, shall be the
property of the Company, and the Employee shall communicate promptly and does hereby assign
to the Company all rights to such Intellectual Property. To the extent that the Intellectual
Property consists of copyrightable subject matter, the Employee and the Company agree and
acknowledge that the subject matter and any and all rights with respect to that subject matter are
and shall be deemed, to the extent allowed by law, to be produced under the Agreement for the
Company as a work made for hire.
b.
Employee Assistance with Patent, Trademark, and Copyright Registration.
During and after the period of the Employee’s employment with the Company, the Employee
shall execute all documents, and will assist the Company in every reasonable and proper way, to
obtain and enforce patents, trademark registrations, service mark registrations and copyrights for
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the Intellectual Property in any and all countries. The Company will pay the expenses for
obtaining and enforcing these patents, trademark registrations, service mark registrations, and
copyrights, but the Employee will receive no compensation for the Employee’s assistance other
than the base salary that the Employee receives while employed by the Company.
c.
Exclusion. No provision in the Agreement is intended to require
assignment of any of the Employee’s rights to Intellectual Property for which no equipment,
supplies, facilities, or confidential information of the Company was used; which was developed
entirely on the Employee’s own time; which does not relate directly to the present or anticipated
business activities of the Company or to the actual or anticipated research development activities
of the Company; and which does not result from any work that the Employee performs for the
Company.
4.
Miscellaneous.
a.
Notice to Prospective Employers. The Employee agrees that, with respect
to each prospective employer with which the Employee applies or interviews for employment
during the term of the Employee’s employment with the Company and within one year after the
termination of the Employee’s employment with the Company, the Employee will inform the
prospective employer of the existence of this Agreement and will provide the prospective
employer with a copy of this Agreement.
b.
Enforceability Regardless of Reason for Employment Separation. The
duties and obligations set forth in this Agreement shall apply regardless of whether the Employee
voluntarily quits the Employee’s employment with the Company or is terminated by the
Company, and regardless of whether the Employee’s termination is with or without cause.
c.
Representation Concerning Employee’s Ability to Earn a Living. The
Employee hereby represents that the duties and obligations set forth in this Agreement will not
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unduly restrict or curtail the Employee’s ability to earn a livelihood following the Employee’s
termination.
d.
Inadequacy of Legal Remedies. The Company and the Employee
acknowledge that the remedies at law for any breach of this Agreement will be inadequate and
that the Company will be entitled to injunctive relief, in addition to other available remedies, in
the event of any such breach.
e.
Assignability. The Company and the Employee acknowledge that the
covenants and terms of this Agreement are intended to benefit not only the Company, but also its
successors, subsidiaries, and affiliates. Accordingly, the Employee agrees that the Company
may assign this Agreement to any person, partnership, or corporation that purchases or is
purchased by the Company, as well as to any Company subsidiary or affiliate. These persons
and other entities shall succeed to the rights and obligations of this Agreement and may enforce
the terms of the Agreement in their own behalf or in the name of the Company.
f.
Waiver. A waiver by the Company of a breach by the Employee of any
provision or covenant of this Agreement shall not operate or be construed as a waiver of any
other breach by the Employee.
g.
Severability and Reformation. If a court of competent jurisdiction
determines that any term or provision of this Agreement is invalid or unenforceable, that
determination shall not affect the validity or enforceability of the remaining terms and provisions
of this Agreement, which shall continue to be given full force and effect. If a court of competent
jurisdiction determines that any term or provision of this Agreement is invalid or unenforceable
because of the duration thereof or the geographical area included therein, the parties expressly
agree that the court shall have the power to reduce the duration and/or geographical area of such
term or provision.
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h.
Attorneys’ Fees and Costs. The Employee agrees to pay the Company for
all costs and expenses, including attorneys’ fees, that the Company incurs if the Company
prevails in whole or in part in an action for breach of this Agreement or in an action by the
Employee for a declaration of rights under this Agreement.
i.
Choice of Law. This Agreement shall be construed in accordance with,
and the rights and obligations of the parties hereunder shall be governed by, the law of the
Commonwealth of Pennsylvania.
j.
Forum Selection. Any civil action to enforce this Agreement, or for a
declaration of rights under this Agreement, shall be brought in and only in the Court of Common
Pleas of Allegheny County, Pennsylvania, or, if the United States District Courts would
otherwise have jurisdiction, in the United States District Court for the Western District of
Pennsylvania.
k.
Captions. The captions of the paragraphs of this Agreement are for
convenience only and shall not affect in any way the meaning or interpretation of this Agreement
or any of the provisions of this Agreement.
l.
Employee’s Knowing and Voluntary Execution of Agreement. The
Employee hereby represents that the Employee has had the opportunity to review this Agreement
with an attorney; that the Employee has read and fully understands this Agreement; and that the
Employee is entering into this Agreement freely and voluntarily.
m.
Entire Agreement. This Agreement constitutes the entire and only
understanding and agreement between the parties with respect to the subject matter of this
Agreement and, except as expressly set forth in this Agreement, may be superseded or amended
only by a writing signed by each of the parties. All prior or contemporaneous understandings,
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discussions or agreements with respect to the subject matter are expressly superseded by this
Agreement.
IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed
this Agreement on the date indicated below.
EMPLOYEE
Printed Name:
SERVICELINK, A DIVISION OF CHICAGO
TITLE INSURANCE COMPANY
By:
Name:______________________________
Date:
Title:
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CONFIDENTIALITY, NON-COMPETITION, NON-SOLICITATION
AND INTELLECUTAL PROPERTY AGREEMENT
ACKNOWLEDGEMENT
I acknowledge the receipt of the Confidentiality, Non-Competition, Non-Solicitation, And
Intellectual Property Agreement, which I understand I must sign as a condition of my
employment at ServiceLink. I understand that I shall receive a copy of this signed agreement for
my records. I further understand that this is a legal document and that I have the right to seek
legal counsel to review this document prior to my signing. I further understand that I will not be
able to commence my job offer until this document has been signed.
_________________________________________
Printed Name:
Date: _____________________________________
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