This Consulting Agreement (the “Agreement”) is made effective as of July 29, 2016 by and between Calix, inc., a Delaware corporation (“Company”) and Kevin peters, an individual (“Consultant”), for the purpose of setting forth the terms and conditions by which Company will engage Consultant to perform services (“Services”) on a temporary basis.
1.Work And Payment.
1.1.Project Assignment. Attached to this Agreement as Exhibit A is a project assignment describing the Services that Consultant will perform (“Project Assignment”). This Project Assignment will be subject to the terms and conditions of this Agreement.
1.2. Services. Subject to the terms of this Agreement, Consultant will render the Services set forth in the Project Assignment. The manner and means by which Consultant chooses to complete projects are in Consultant’s sole discretion and control. In performing the Services and completing the projects, Consultant will use Consultant’s own equipment, tools and other materials at Consultant’s own expense.
2.Confidential Information.
2.1. Definition. During the term of this Agreement and in the course of Consultant’s performance hereunder, Consultant may receive and otherwise be exposed to Confidential Information. “Confidential Information” shall include confidential and proprietary information relating to Company’s business practices, customer lists, strategies, designs, products, processes, trade secrets, know-how, technologies and inventions. Any of such information, in whatever form and whether or not marked as confidential or proprietary, and all derivatives, improvements and enhancements to any of the above, whether provided to Consultant, or created or developed by Consultant under this Agreement, as well as information of third parties as to which Company has an obligation of confidentiality, shall all be treated as the confidential and proprietary information of Company.
2.2. Restrictions on Use and Disclosure. Consultant acknowledges the confidential and secret character of the Confidential Information, and agrees that the Confidential Information is the sole, exclusive and extremely valuable property of Company. Accordingly, Consultant agrees not to use or reproduce the Confidential Information except as necessary in the performance of this Agreement, and not to disclose all or any part of the Confidential Information in any form to any third party, either during or after the term of this Agreement, without the prior written
consent of Company. In addition, Consultant represents that during Consultant’s provision of Services, even if before the execution of this Agreement, Consultant has not used the Confidential Information except in the performance of this Agreement without the prior written consent of Company, and has not disclosed all or any part of the Confidential Information in any form to any third party.
2.3. Exceptions. The obligations of confidentiality set forth in Section 2.2 will not apply to the extent that such Confidential Information: (a) was generally available to the public or otherwise part of the public domain at the time of disclosure; (b) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of Consultant; (c) was already known to Consultant, without confidentiality restrictions, at the time of disclosure; (d) was disclosed to Consultant, without confidentiality restrictions, by a third party who had no obligation not to disclose such information to others; or (e) was developed independently by Consultant without any use of or reference to the Confidential Information, as shown by Consultant’s contemporaneous written records.
2.4. Third Party Information. Consultant shall not disclose or otherwise make available to Company in any manner any confidential information received by Consultant under obligations of confidentiality from a third party.
3.Ownership; Licenses.
3.1.Work Product; Assignment. Consultant agrees that Company shall be the sole and exclusive owner of all right, title and interest in and to all ideas, inventions, works of authorship, work product, materials, and other deliverables (i) conceived, made, developed, reduced to practice, or worked on by Consultant in the course of providing services for Company prior to the date of this Agreement, (ii) that Consultant conceives, makes, develops or works on in the course of providing the Services for Company following execution of this Agreement, and (iii) all patent, copyright, trademark, trade secret and other intellectual property rights in any of the foregoing, whether now known or hereafter recognized in any jurisdiction (collectively, “Work Product”). Consultant hereby assigns to Company all of Consultant’s right, title and interest in and to any and all Work Product. Consultant hereby waives any applicable moral rights in the Work Product.
3.2. Assistance. Consultant agrees to execute all papers, including patent applications, invention assignments and copyright assignments, and otherwise agrees to assist Company as reasonably required at
