Employee Agreement - Standard

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  • 11-35-0023 2/98 Page 1 of 2 United States

    STANDARD EMPLOYEE AGREEMENTPOLICIES AND PROCEDURES FOR NORTH AMERICA

    I, the undersigned, in consideration of my employment or continued employment by ________________________________

    __________________________________________ (insert business unit), a subsidiary or other affiliate of SAINT-GOBAIN

    CORPORATION, a Pennsylvania corporation, acting for itself and its affiliates, and in consideration of the compensation to

    be paid to me therefore and any change in my employment which is conditioned upon my executing this Agreement, hereby

    agree that:

    1. Company shall mean SAINT-GOBAIN CORPORATION and/or its Affiliate(s) which will be paying my

    compensation during my employment period.

    Affiliate shall mean an entity which, directly or indirectly, is controlled by, controls, or is under the common

    control with the Company.

    2. Confidential Information shall mean all technical and business information of the Company, whether

    patentable or not, which is of a confidential, trade secret and/or proprietary nature and which is either devel-

    oped by me or to which I have had access during my employment.

    3. I shall use my best efforts and diligence both during and after my Company employment to protect the confi-

    dential, trade secret, and/or proprietary nature of all Confidential Information. I shall not directly or indirectly

    use (for myself or another) or disclose any Confidential Information for so long as it shall remain proprietary

    or protectable as confidential or trade secret information, except as may be necessary for the performance of

    my Company duties.

    Upon leaving the employ of the Company, or at the Companys request, I will promptly deliver to it any and

    all documents and other material in my possession or control relating directly or indirectly to Confidential

    Information.

    4. Any work product, including, but not necessarily limited to, ideas, improvements or inventions, whether or

    not patentable, made or conceived by me during my employment either solely or jointly with others and

    which directly or indirectly is based on my knowledge of the Confidential Information or the actual or antici-

    pated business or interests of the Company shall be promptly disclosed to the Company by me in writing and

    shall be and remain the sole and exclusive property of the Company. I agree to sign all papers, to execute all

    oaths and to do everything necessary and proper to perfect the Companys title thereto and to enable the

    Company to apply for, obtain, maintain and enforce U.S. and foreign patents therefore, but without expense

    to me.

    5. I agree that all of my obligations set forth in the preceding paragraphs of this Agreement shall continue beyond

    termination for any reason of my employment with the Company, and that such obligations shall be binding

    on my heirs and assigns.

  • 11-35-0023 2/98 Page 2 of 2 United States

    STANDARD EMPLOYEE AGREEMENTPOLICIES AND PROCEDURES FOR NORTH AMERICA

    6. I agree to devote my skill and best effort during the period of my employment with the Company to such

    duties as may be assigned to me, to diligently work exclusively to further the best interests of the Company

    during the period of my employment, and to comply with the policies and procedures of the Company. I fur-

    ther agree that I shall not work for, or directly or indirectly in any way assist, a competitor against the best

    interests of the Company while in the employ of the Company.

    7. If any provision of this Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any

    jurisdiction, such provision shall be deemed to be amended to conform to applicable laws so as to be valid and

    enforceable or, if it cannot be so amended without materially altering the intention of the parties, it shall be

    stricken, and the remainder of this Agreement shall remain in full force and effect.

    8. I understand that this document is not a contract of employment, and that any individual who is hired may

    voluntarily leave employment upon proper notice, and that their employment and compensation may be ter-

    minated by the Company at any time and for any reason. I understand that any oral or written statements to

    the contrary, unless such written statement is signed by an officer of the Company, are hereby expressly dis-

    avowed and should not be relied upon by any prospective or existing employee.

    9. To the extent that there is a conflict or inconsistency between this Agreement and any prior agreement involv-

    ing the subject matter hereof, this Agreement shall be controlling.

    10. In any action by the Company to enforce this Agreement, any claims asserted by me against the Company

    shall not constitute a defense to the Companys action hereunder.

    11. This agreement is to be construed in accordance with the laws of the Commonwealth of Pennsylvania without

    giving effect to its principles of conflict of laws.

    Intending to be legally bound, the undersigned hereby accepts the terms and conditions of this Employee Agreement on the

    date indicated below.

    ________________________________________Employee Signature

    ________________________________________Type or Print Employee Signature

    For Company

    By: ________________________________________ Date: ___________________________________

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