NON-DISCLOSURE AND NON-COMPETITION AGREEMENT

 

                                                                   EXHIBIT 10.10
 
                 NON-DISCLOSURE AND NON-COMPETITION AGREEMENT

     NON-DISCLOSURE AND NON-COMPETITION AGREEMENT (this "Agreement") dated the
15 day of February, 1996 by and between White Pine Software, Inc., a Delaware
corporation having its principal place of business at 40 Simon Street, Suite
201, Nashua, New Hampshire 03060-3043 (the "Employer"), and David Bundy, an
individual residing at 71 Bartemus Trail, Nashua, NH 03603 (the "Employee").

                                  WITNESSETH:

     WHEREAS, the Employer is engaged in the business of creating, developing,
selling, supplying, marketing, promoting and distributing computer software and
related goods, accessories, equipment and furnishings to customers located both
within and outside of the State of New Hampshire; and

     WHEREAS, pursuant to the Employee's employment with the Employer, the
Employer has access to confidential and proprietary information of the Employer
which the Employer and the Employee desire to protect for the benefit of the
Employer; and

     WHEREAS, in exchange for the Employee's covenants pursuant to this
Agreement the Employer is providing the Employee with certain severance benefits
as provided herein and contemporaneously herewith is granting the Employee
options to purchase certain stock of the Employer pursuant to the terms of a
Stock Option Agreement by and between the Employer and the Employee.

     NOW, THEREFORE, in consideration of the covenants and promises hereinafter
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Employer and the Employee
represent, covenant and agree as follows:

     1.   Non-Disclosure of Proprietary or Confidential Information and
          -------------------------------------------------------------
Confidential Communications.  The Employee recognizes and acknowledges that the
- ---------------------------                                                    
names, addresses and purchasing history of the Employer's customers, the names
and other pertinent data concerning the persons responsible for purchasing for
such customers, the particular needs and application of such customers for
computer hardware and software programs, the names and addresses of the
Employer's suppliers and technology licensors (collectively, "Suppliers"), the
Employer's purchasing history with its Suppliers, the names and other pertinent
data concerning the persons employed by the Employer's Suppliers who are
responsible for supplying the Employer with products, services and software, the
Employer's proprietary computer software programs, technology, trade secrets and
any other confidential and proprietary information concerning the business or
affairs of the Employer (including marketing and business plans and strategies,
pricing lists and policies, and cost information) (hereinafter collectively
referred to as the "Confidential Information") constitute a valuable,
proprietary, special and unique asset of the Employer's business.  The Employee
further recognizes and acknowledges that any communications, whether written,
oral or otherwise, that the Employer or any of the Employer's employees has with
the Employer's existing or

prospective customers and Suppliers are extremely confidential (hereinafter the
"Confidential Communications").  The term "Confidential Information" shall
exclude any information that has been made public through no fault of the
Employee.

     The Employee shall not, for any reason whatsoever, during the term or after
the termination of his employment with the Employer, use, disclose or allow
access to, for his own benefit or for that of another, the Confidential
Information or the Confidential Communications (or any part thereof) to any
person, firm, corporation, association or other entity for any reason or for any
purpose whatsoever.

     In the event of a breach or threatened breach by the Employee of the
provisions of this Section, the Employer shall be entitled to an injunction
restraining the Employee from so using, disclosing or allowing access to, in
whole or in part, the Confidential Information and the Confidential
Communications or from rendering any services to any person, firm, corporation,
association or other entity to whom the Confidential Information or the
Confidential Communications, in whole or in part, have been disclosed or are
threatened to be disclosed.  Nothing herein shall be construed as prohibiting
the Employer from pursuing any other remedies available to the Employer for such
breach or threatened breach, including, but not limited to, the recovery of
damages and reasonable attorneys' fees from the Employee.

     Upon termination of this Agreement by either party for any reason, the
Employee shall return to the Employer any of the Confidential Information,
Confidential Communications, charts, company literature, reports, computer
hardware, software and peripherals belonging to the Employer, Employer credit
cards or other proprietary materials and other property of the Employer then in
the Employee's possession and all other materials of the Employer which the
President of the Employer requests the Employee to so return.

     This Section shall in all respects survive any termination of this
Agreement and shall remain in full force and effect thereafter.  In the event
that any provision of this Section 1 shall conflict with any term or condition
of any other confidentiality agreement between the Employer and the Employee,
then the more restrictive provision shall be deemed to apply in order to
accomplish the purposes of this Section 1 and such other agreements; that being
to protect the Employer's Confidential Information and Confidential
Communications.

     2.   Covenant Not to Compete; Non-solicitation of Employees and Customers.
          --------------------------------------------------------------------  
The Employee agrees that while employed by the Employer and for a continuous
period of eighteen (18) months following the date of the termination of his
employment with the Employer for any reason whatsoever (the "Restricted
Period"), he shall not (without the express prior written consent of the Board
of Directors of the Employer), directly or indirectly, compete with the
Employer. In construing the foregoing prohibition, the Employee shall be deemed
to be competing with the Employer if he shall become self-employed in, or accept
employment with, consult with, render services to or become associated with,
own, manage, operate, join, control, or participate in the ownership,
management, operation, or control of, or be

                                      -2-

connected in any material manner with, or directly or indirectly enter into the
employment of, or make a substantial investment in, any corporation, limited
liability company, partnership, proprietorship or other type of business
organization or entity which engages in, any business involving the sale,
distribution, development or research concerning computer software and
technology which directly and materially competes with the computer software and
technology of the Employer or any other software product lines and technology in
or with which the Employer is then currently involved.

     The Employee further agrees that, during his employment with the Employer
and during the Restricted Period, he shall not solicit any of the Employer's
employees, contractors, Suppliers, existing customers or prospective customers
(of which the Employee is then currently aware) on behalf of himself, any
corporation, limited liability company, partnership, proprietorship or any other
type of business organization or entity which engages in any business involving
the sale, distribution, development or research concerning computer software and
technology in breach of this Agreement, whether retail or wholesale.

     This Section shall in all respects survive any termination of this
Agreement and shall remain in full force and effect thereafter.

     3.   Restricted Activities. During the term of this Agreement, the Employee
          ---------------------                                                 
shall not engage in any business activities or ventures outside of the business
activities of the Employer without the express prior written consent of the
Employer's Board of Directors.

     4.   Termination.
          ----------- 

     (a)  Termination Without Cause.  Notwithstanding anything herein to the
          -------------------------                                         
contrary, this Agreement may be terminated by either the Employer or the
Employee, at any time, without cause; provided, however that the party desirous
of terminating this Agreement shall give the other party at least thirty (30)
days' prior written notice of such termination . In either event, the Employer
retains the right to designate the Employee's final day of employment hereunder.
Such date as specified by the Employer or, if none, the date specified in any
notice of termination as the Employee's final day of employment shall be
referred to herein as the "Termination Date."

          (i)    In the event of the Employee's voluntary termination, then the
     Employee shall, at the request of the President of the Employer, continue
     as an employee of the Employer for an additional thirty (30) day period
     after the Termination Date for the purpose of assisting the Employer in
     locating and training a suitable replacement for the Employee.  During such
     additional period, the Employee shall be entitled to full compensation and
     benefits and the Employee shall continue to be bound by all of the terms
     contained herein.

          (ii)   In the event of the Employee's voluntary termination without a
     request to continue employment pursuant to paragraph (i) above, then the
     Employee shall be

                                      -3-

     entitled to no compensation or other benefits of any kind whatsoever for
     any period after the Termination Date.

          (iii)  In the event that the Employer terminates this Agreement
     without cause pursuant to this subsection (a), then the Employee shall be
     entitled to receive his then current base compensation ("Base
     Compensation") for a period of six (6) months from the Termination Date
     (the "Post Termination Period"), or until the Employee becomes employed
     elsewhere or self-employed, whichever occurs first; provided, however, that
     if the Employee becomes employed elsewhere at a base compensation rate
     lower than his Base Compensation rate at the Termination Date, then the
     Employer shall pay the Employee the difference between his Base
     Compensation rate as of the Termination Date and the base compensation rate
     of his new employment during the applicable Post Termination Period.  The
     Employer also agrees to make available to the Employee, at the Employee's
     sole cost and expense, such benefits as may be then provided to the
     Employee by the Employer.

     (b)  Termination With Cause  The Employer may terminate this Agreement
          ----------------------                                           
immediately for cause by giving written notice to the Employee.  Termination for
cause shall include, but not be limited to, any willful breach of his duties by
the Employee in the course of his employment hereunder, or in case of his
habitual neglect of his duties or his continued incapacity to perform his duties
hereunder to the satisfaction of the Employer.  In the event that this Agreement
is terminated pursuant to this subsection (b), the Employee shall be entitled to
no compensation, other benefits or bonus of any kind whatsoever for any period
after the Termination Date set forth in the notice given by the Employer to the
Employee.

     (c)  No Right to Continuing Employment.  The Employee agrees that nothing
          ---------------------------------                                    
contained in this Agreement shall be construed to give the Employee a right to
continuing employment beyond the Termination Date.  Notwithstanding the
provisions of this Agreement in general, and this Section 4 in particular, the
Employee agrees that he is an employee at will and may be terminated at any
time, with or without cause and with or without notice.

     5.   No Assignment.  The Employee acknowledges that the services to be
          -------------                                                    
rendered by him pursuant to this Agreement are unique and personal.
Accordingly, the Employee shall not assign any of his rights or delegate any of
his duties or obligations under this Agreement.

     6.   Severability.  Subject only to the reformation of time, geographical
          ------------                                                        
and occupational limitations as set forth in Section 7 hereof, all of the terms
and provisions contained in this Agreement are severable and, in the event that
any of them shall be deemed unenforceable or invalid by a court of competent
jurisdiction, then this Agreement shall be interpreted as if such unenforceable
or invalid term or provision were not contained herein.

                                      -4-

     7.   Reformation of Time, Geographical and Occupational Limitations.  In
          --------------------------------------------------------------     
the event that any provision in this Agreement is held to be unenforceable by a
court of competent jurisdiction because it exceeds the maximum time,
geographical or occupational limitations permitted by applicable law, then such
provision(s) shall be and hereby are reformed to the maximum time, geographical
and occupational limitations as may be permitted by applicable law.

     8.   Specific Performance.  Both parties recognize that the services to be
          --------------------                                                
rendered under this Agreement by the Employee are special, unique and of an
extraordinary character, and that in the event of a breach by the Employee of
the terms or conditions of this Agreement to be performed by him, the Employer
shall be entitled, if it so elects, to institute and prosecute proceedings in
any court of competent jurisdiction, either at law or in equity, to obtain
damages for any breach of this Agreement or to enforce the specific performance
thereof by the Employee, or to enjoin the Employee from engaging in such
activity, but nothing contained herein shall be construed to prevent such other
remedy in the courts, in case of any breach of this Agreement by the Employee,
as the Employer may elect to invoke.

     9.   New Hampshire Law; Choice of Forum.  This Agreement shall be governed,
          ----------------------------------                                    
construed and interpreted by, and in accordance with, the laws of the State of
New Hampshire.  Any actions concerning enforcement of this Agreement or in any
way relating to the subject matter of this Agreement shall be litigated only in
New Hampshire state or federal courts of proper jurisdiction and venue.  Each
party hereto expressly agrees to submit to such jurisdiction and venue for the
purposes of this Agreement.  Notwithstanding the foregoing, the Employer may
seek to enforce the Employee's covenants described in Sections 1, 2 and 3 hereof
in any jurisdiction and venue in which the Employee then resides, breaches or
threatens to breach such covenants.

     10.  Prior Agreements.  This Agreement does not, and shall not be
          ----------------                                            
interpreted to, supersede, replace or terminate any prior agreement between the
parties hereto relating to the Employee's obligations of confidentiality, non-
competition and inventions.  The provisions of Section 4 hereof are the entire
agreement of the parties regarding termination of the Employee's employment with
the Employer, and there are no other agreements between the parties regarding
such matters.

     11.  Modification.  No waiver or modification of this Agreement or of any
          ------------                                                        
covenant, condition, or limitation contained herein shall be valid unless in a
writing of subsequent date hereto and duly executed by the party to be charged
therewith and no evidence of any waiver or modification shall be offered or
received in evidence in any proceeding, arbitration, or litigation between the
parties hereto arising out of or affecting this Agreement, or the rights or
obligations of the parties hereunder, unless such waiver or modification is in
writing, duly executed as aforesaid.  The parties further agree that the
provisions of this Section may not be waived except as herein set forth.

                                      -5-

     12.  Section Headings.  The section headings contained in this Agreement
          ----------------                                                   
are for convenience only, and shall in no manner be construed as part of this
Agreement.

     13.  Waiver of Breach.  The waiver by either party of a breach or violation
          ----------------                                                      
of any provision of this Agreement shall not operate as, or be construed to be,
a waiver of any subsequent breach thereof.

     14.  Notices.  Any and all notices required or permitted to be given under
          -------                                                              
this Agreement shall be sufficient if furnished in writing, sent by certified or
registered mail, return receipt requested to the party's address set forth in
the Prologue of this Agreement, or to such other address as such party may
specify in writing.

     15.  ACKNOWLEDGEMENT OF CONSIDERATION.  THE EMPLOYEE HEREBY ACKNOWLEDGES
          --------------------------------                                   
AND AGREES THAT THE PROVISIONS OF SECTION 4 HEREOF AND THE GRANT OF ADDITIONAL
STOCK OPTIONS TO PURCHASE STOCK OF THE EMPLOYER ARE GOOD AND ADEQUATE
CONSIDERATION FOR HIS COVENANTS HEREIN AND WHICH HE HAS RECEIVED
CONTEMPORANEOUSLY WITH HIS EXECUTION OF THIS AGREEMENT.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year hereinbefore first written.

                                       WHITE PINE SOFTWARE, INC.               
                                       (the "Employer")                      
                                                                             
                                                                             
                                                                             
/s/ Robert Putman                      By: /s/ Howard Berke
- -----------------------                   ----------------------------    
Witness                                   Howard Berke, President            
                                          Duly Authorized                   
                                                                             
                                                                             
                                                                             
                                                                             
/s/ Robert Putman                       /s/ David Bundy                  
- ------------------------                --------------------------------
Witness                                 David Bundy (the "Employee")      
 

                                      -6- 

Basic Info X:

Name: NON-DISCLOSURE AND NON-COMPETITION AGREEMENT
Type: Non-disclosure and Non-competition Agreement
Date: Aug. 2, 1996
Company: CUSEEME NETWORKS INC
State: Delaware

Other info:

Date:

  • February , 1996

Organization:

  • White Pine Software , Inc.
  • Employer 's Confidential Information and Confidential Communications
  • Employer 's Board of Directors
  • Termination Without Cause
  • New Hampshire Law ; Choice of Forum
  • the State of New Hampshire

Location:

  • Delaware
  • Nashua
  • New Hampshire

Person:

  • Howard Berke
  • Robert Putman
  • David Bundy