Invention Confidentiality and Non Compete Agreement

["Alan" <http://www.comcast.net/~alan>]

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Robert,
Stumbled upon this - original from Mucci.
Alan.


                             TOPICAL_NET, INC., INC.

              INVENTION, CONFIDENTIALITY AND NONCOMPETE AGREEMENT

Management, Technical and Marketing/Sales Agreement dated as of the  _____  day
of __________, 200___, by and between Topical_Net, Inc., a Delaware  corporation
having its principal office at 800 West Cummings Park, Suite 2900,  Woburn,  MA
01801 ("Topical_Net, Inc."), and ________________________________,  residing  at



In  consideration  of  employment  by  Topical_Net,  Inc.,  Employee  agrees  as
follows:

1. Definitions.

      1.1 "Products" shall mean all computer programs and  other  products  and
services developed and/or licensed, sold, leased or  otherwise  distributed  or
put  into  use  by  the  Topical_Net,  Inc.,  during  the  term  of   Employee's
employment.

       1.2  "Confidential  Information"  means  all  valuable  information   of
Topical_Net, Inc. which may give Topical_Net, Inc. a  competitive  advantage  and
is not  generally  known  to  others.  It  includes,  without  limitation,  the
Inventions (as such term is defined in Section 2.1 below), customer  lists  and
data, computer programs  and  documentation  for  such  programs,  information,
strategies, internal reports and memoranda  and  other  data  relating  to  the
development, manufacturing, costs, marketing, licensing, sales and uses of  the
Products, the source of supplies for the Products,  Topical_Net,  Inc.'s  budget
and strategic plans, and the identity and special needs of  customers  for  the
Products.  All  Confidential  Information  and  copies  thereof  are  the  sole
property of Topical_Net, Inc.

      1.3 "Third Party Confidential  Information"  shall  mean  information  or
data, furnished to Topical_Net, Inc. by third parties, as to  which  Topical_Net,
Inc. has assumed obligations of confidentiality.

      1.4 "Documents"  shall  mean  all  tangible  embodiments  of  Inventions,
Topical_Net,  Inc.'s  Confidential  Information,  or  Third  Party  Confidential
Information, in written or printed form, electronic  storage  media,  or  other
tangible media of expression.

2. Assignment of Inventions.

      2.1 Employee shall promptly and fully disclose to  Topical_Net,  Inc.  any
and  all  computer  programs  and   documentation,   inventions,   discoveries,
developments,  concepts  and  ideas,  whether  or  not  patentable,  that   are
authored, conceived, developed, reduced to practice  or  prepared  by  Employee
alone or by Employee and others, during the  period  of  Employee's  employment
with Topical_Net, Inc., relating to either the Products or  to  any  prospective
activities  of  Topical_Net,  Inc.  known  to  Employee  as  a  consequence   of
employment with Topical_Net, Inc. (the "Inventions").

      2.2 Upon and/or following disclosure of  each  Invention  to  Topical_Net,
Inc., Employee will, during Employee's employment and at any  time  thereafter,
at the request and cost of Topical_Net, Inc., sign, execute,  make  and  do  all
such deeds, documents, acts  and  things  as  Topical_Net,  Inc.  and  its  duly
authorized agents may reasonably require to apply for, obtain and vest  in  the
name of Topical_Net, Inc. alone  (unless  Topical_Net,  Inc.  otherwise  directs)
letters patent,  copyrights  or  other  analogous  protection  in  any  country
throughout the world and when so obtained or vested to renew  and  restore  the
same; and to defend any opposition proceedings in respect of such  applications
and any opposition proceedings or petitions or applications for  revocation  of
such letters patent, copyright or other analogous protection.

      2.3 Employee acknowledges that all copyrightable works prepared in  whole
or in part by Employee  in  the  course  of  Employee's  employment,  including
without limitation all Inventions, shall be "works made  for  hire"  under  the
Copyright Act of 1976 (the "Copyright Act"), and shall be the sole property  of
Topical_Net, Inc. and Topical_Net, Inc. shall be the sole author  of  such  works
within the meaning of the Copyright Act. All such works, as well as all  copies
of such works in whatever medium, shall be  owned  exclusively  by  Topical_Net,
Inc. and Employee hereby expressly disclaims any  and  all  interests  in  such
works. If the copyright  to  any  such  work  shall  not  be  the  property  of
Topical_Net, Inc. by operation of  law,  Employee  hereby  and  without  further
consideration, irrevocably assigns to Topical_Net, Inc.  all  right,  title  and
interest in such work, including  all  so-  called  "moral  rights,"  and  will
assist Topical_Net, Inc. and its nominees in every proper  way,  at  Topical_Net,
Inc.'s expense, to secure, maintain  and  defend  for  Topical_Net,  Inc.'s  own
benefit copyrights and any  extensions  and  renewals  thereof  on  such  work,
including translations thereof in any and all countries, such work  to  be  and
to remain the property of Topical_Net, Inc. whether copyrighted or not.  If  the
foregoing moral rights cannot be so assigned under the applicable laws  of  the
countries in which such rights exist, Employee hereby waives such moral  rights
and consents to any action of Topical_Net, Inc. that would violate  such  rights
in the absence of such consent.

      2.4 Without in any way limiting the foregoing,  Employee  hereby  assigns
to Topical_Net, Inc. all right, title and interest to all Inventions,  including
but not limited to patent rights.

      2.5 In the event Topical_Net, Inc. is unable, after reasonable effort,  to
secure  Employee's  signature  on  any  letters  patent,  copyright  or   other
analogous protection relating to an Invention, whether  because  of  Employee's
physical or mental incapacity or for  any  other  reason  whatsoever,  Employee
hereby irrevocably designates  and  appoints  Topical_Net,  Inc.  and  its  duly
authorized officers and agents as his agent and attorney-in-fact,  to  act  for
and in his behalf and stead  to  execute  and  file  any  such  application  or
applications and to do  all  other  lawfully  permitted  acts  to  further  the
prosecution thereon with the same legal force and  effect  as  if  executed  by
Employee.

      2.6 Employee represents  that  all  developments,  inventions,  works  of
authorship or other intellectual  property  rights  to  which  Employee  claims
ownership as of the date of this Agreement (the "Employee  Developments"),  and
which the parties agree  are  excluded  from  this  Agreement,  are  listed  in
Exhibit A attached hereto. If no  such  Employee  Developments  are  listed  on
Exhibit A, Employee represents that there are no such Employee Developments  at
the time of signing this Agreement.

3. Confidential Information.

      3.1 Employee agrees that all Confidential Information as  defined  above,
whether furnished to  Employee  by  the  Corporation  or  developed  solely  by
Employee or with others and whether or not developed in whole or in  part  with
the use of other Confidential Information disclosed to Employee by  Topical_Net,
Inc., shall be Confidential Information of Topical_Net,  Inc.  Employee  further
agrees that no Confidential Information shall be disclosed by Employee  to  any
third party  (not  including  another  employee  of  Topical_Net,  Inc.,  unless
specifically directed otherwise)  during  employment  by  Topical_Net,  Inc.  or
after termination thereof, or used by Employee after termination of  employment
with Topical_Net, Inc., except as permitted or directed  by  Topical_Net,  Inc.'s
President.

      3.2 Except as directed by Employee's supervisor,  Employee  shall  never,
directly or indirectly, use, publish, disseminate  or  otherwise  disclose  any
Third Party Confidential Information.

4. Use and Return of Documents.

      Employee will not copy any Documents nor remove any Documents  or  copies
thereof from Topical_Net, Inc.'s premises except  to  the  extent  necessary  to
his/her  employment  and  then  only  with  the  authorization  of   Employee's
supervisor. Upon the termination  of  Employee's  employment  with  Topical_Net,
Inc., Employee shall  return  immediately  to  Topical_Net,  Inc.  any  and  all
Documents and copies thereof then in his/her possession or control.

5. Restrictions on Competition.

      5.1 Restricted Activity. During Employee's  employment  with  Topical_Net,
Inc., Employee shall  not  provide  services,  including  but  not  limited  to
marketing, computer programming, sales, or product  promotion  or  development,
as an employee, stockholder, partner, co-venturer, independent  contractor,  or
otherwise, anywhere in the  world,  on  behalf  of  any  business  organization
engaged in direct or indirect competition  with  Topical_Net,  Inc.,  nor  shall
Employee engage in such activities on his/her own behalf.

For nine months after termination for any reason of Employee's employment  with
Topical_Net, Inc., absent Topical_Net, Inc.'s prior  written  approval,  Employee
shall not provide services, including but not limited  to  marketing,  computer
programming, sales, or  product  promotion  or  development,  as  an  employee,
stockholder,  partner,  co-venturer,  independent  contractor,  or   otherwise,
anywhere in the world, on  behalf  of  any  business  organization  engaged  in
direct or indirect  competition  with  Topical_Net,  Inc.,  nor  shall  Employee
engage in such activities on his/her  own  behalf.  Employee  understands  that
Topical_Net, Inc. shall give Employee its written approval  to  engage  in  such
activities  if  Topical_Net,  Inc.   secures   written   assurances   reasonably
satisfactory to Topical_Net, Inc. from Employee and from  any  such  prospective
employer or organization for which Employee  will  engage  in  such  activities
that  the  integrity  of  the  Confidential  Information,   including   without
limitation nonpatented Inventions, and relationships with clients, will not  in
any way be jeopardized by any such activities or employment.

If satisfactory written assurances as described above are  not  obtained,  then
Topical_Net, Inc. shall either (1) waive the application of the Restrictions  on
Competition to the business relationship in question or (2) agree to  make  the
monthly payments  described  below  for  a  period  of  nine  months  following
termination. Such monthly payments shall be in  an  amount  equal  to  1/12  of
Employee's annual base compensation (excluding any  other  extra  compensation,
bonus, commission, or employee benefit)  which  Employee  received  immediately
prior to termination. Such monthly payments will be reduced by  the  amount  of
any compensation Employee receives from employment or personal  service  during
the nine months  following  termination.  In  addition,  if  permitted  by  the
benefits  providers,  Topical_Net,  Inc.  will  give  Employee  the  option   of
maintaining the same status as a member of Topical_Net,  Inc.'s  medical  and/or
dental insurance plans for the nine months following termination.  If  Employee
elects this option, then  Topical_Net,  Inc.  will  deduct  the  normal  medical
and/or  dental  employee  contribution   from  the  monthly  payment.   Monthly
payments will commence on the second regular pay  date  following  termination.
Employee understands  that  Topical_Net,  Inc.  has  the  right  to  discontinue
payments and participation in the benefits plans upon the happening of  any  of
the following:

      (i)  Employee obtains employment or a personal service relationship  that
does not violate the restrictions in this Section 5.1;

      (ii) Employee violates any of the provisions of this Agreement; or

      (iii) Employee dies.

Employee  further  understands  that  discontinuance  of  monthly  payments  by
Topical_Net, Inc. for any reason  shall  not  be  considered  a  liquidation  of
damages suffered by Topical_Net, Inc. In the event that Employee  breaches  this
Agreement, then Topical_Net, Inc. may avail itself  of  any  remedies  otherwise
available under  applicable  law  or  equity  for  Employee's  breach  of  this
Agreement.

      5.2 Notice of Subsequent Employment. If satisfactory  written  assurances
as described in Paragraph 5.1 are not obtained,  then  Employee  shall,  for  a
period of nine months after the  termination  of  employment  with  Topical_Net,
Inc., notify Topical_Net, Inc. of any change of address, and of  any  subsequent
employment (stating the name and address of the employer and the nature of  the
position) or other business activity.

      5.3 Enticement. For a period of one year after termination of  employment
with Topical_Net, Inc. or the last monthly payment,  if  any,  of  Section  5.1,
whichever is later, Employee will not attempt to hire, or hire any employee  of
Topical_Net, Inc., or assist in such hiring  by  anyone  else,  to  work  as  an
employee or independent contractor, with any business  directly  or  indirectly
competitive with Topical_Net, Inc.'s business.

6. Publicity.

      The Corporation, its subsidiaries and affiliates may use Employee's  name
and likeness in or in connection with any  technical  or  promotional  material
published by them, without further compensation to Employee.

7. Employment.

      7.1 Employment at Will. Employee agrees  that  this  Agreement  does  not
create an obligation on the part of Topical_Net,  Inc.  to  continue  Employee's
employment with Topical_Net, Inc. Employee  agrees  that  Employee's  employment
with Topical_Net, Inc. is "at will" and either Topical_Net, Inc. or Employee  may
terminate Employee's employment with Topical_Net,  Inc.  at  any  time  with  or
without cause.

      7.2 No Other Agreement. Employee warrants that Employee  is  not  subject
to any agreement or obligation with any other party which  would  or  could  in
any way conflict with Employee's obligation under  this  agreement,  except  as
set forth in Exhibit B.

      7.3 Entire  Agreement.  This  Agreement  represents  the  sole  agreement
between Topical_Net, Inc. and Employee and there are no  other  agreements  oral
or written, related to employment with Topical_Net,  Inc.  or  Employee's  post-
employment  obligations  to  Topical_Net,  Inc.   Employee   agrees   that   any
modification of this Agreement by any employee or  agent  of  Topical_Net,  Inc.
will not be effective unless it is  done  by  written  amendment  signed  by  a
corporate officer of Topical_Net, Inc. and Employee.

8. Miscellaneous.

      8.1 Governing Law. This Agreement shall be governed by and  construed  in
accordance with the laws of the Commonwealth of  Ma,  excluding  its
conflicts  of  laws  rules.  Jurisdiction  over  any  action  to  enforce  this
Agreement, or any dispute arising form or relating  to  this  Agreement,  shall
subsist  solely  in  the  state  and/or  federal  courts  located  within   the
Commonwealth of Ma.

      8.2 Remedies. Employee acknowledges that in the event of a breach of the
provisions of Sections 2, 3, 4, or 5, the damages to Topical_Net, Inc. would be
irreparable and would entail inevitable wrongful use or disclosure of the
Confidential Information and/or Third Party Confidential Information. Employee
therefore agrees that in addition to provable damages and reasonable
attorneys' fees, Topical_Net, Inc. shall be entitled to enjoin any such breach
in any competent court.

      8.3 Interpretation.  If any one or more of the  provisions  contained  in
this Agreement shall, for any  reason,  be  held  to  be  invalid,  illegal  or
unenforceable in any respect, it shall not affect any other provisions of  this
Agreement. If any provision in this Agreement shall be held to  be  excessively
broad, it shall be construed by limiting it so as  to  be  enforceable  to  the
extent compatible with applicable law.

      8.4 Assignment. This Agreement shall bind and inure  to  the  benefit  of
Topical_Net, Inc. and any  successor  of  Topical_Net,  Inc.  by  reorganization,
merger, consolidation or liquidation and any assignee of all  or  substantially
all of its business  or  assets,  but  otherwise  this  Agreement  may  not  be
assigned by Topical_Net, Inc. or Employee.

      8.5 Waiver of Breach. The  waiver  by  any  party  of  a  breach  of  any
provision of this Agreement shall not operate or be construed as  a  waiver  of
any subsequent breach.

      8.6 Existing Employment Relationship: If this Agreement  is  executed  by
Employee after the start of employment with Topical_Net, Inc., it is  deemed  to
have been in  effect  since  the  inception  of  the  employment  relationship.
EMPLOYEE ACKNOWLEDGES THAT HE/SHE HAS READ EACH  PROVISION  OF  THIS  AGREEMENT
CAREFULLY AND UNDERSTANDS,  ACCEPTS  AND  AGREES  TO  BE  BOUND  BY  EACH  SUCH
PROVISION.

EMPLOYEE:   ____________________________________

Print Name: ____________________________________

TOPICAL_NET, INC.

By:         ____________________________________

Print Name: ____________________________________

Title:           ____________________________________