UNITY SOFTWARE INC. | ||||||||
(Exact name of registrant as specified in its charter) |
Delaware | 001-39497 | 27-0334803 | ||||||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
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30 3rd Street | ||||||||
San Francisco, California 94103‑3104 |
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(Address, including zip code, of principal executive offices) | ||||||||
(415) 638-9950 |
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(Registrant's telephone number, including area code) |
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Not Applicable | ||||||||
(Former name or former address, if changed since last report) |
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Common stock, $0.000005 par value | U | The New York Stock Exchange |
Exhibit Number |
Description of Exhibit |
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10.1 | ||||||||
99.1 | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
UNITY SOFTWARE INC. | |||||||||||
Date: November 7, 2024 |
By: | /s/ Mark Barrysmith | |||||||||
Mark Barrysmith | |||||||||||
Senior Vice President, Interim Chief Financial Officer, and Chief Accounting Officer | |||||||||||
(Principal Financial Officer, Principal Accounting Officer, and Duly Authorized Signatory) |
Very truly yours, | ||||||||
By: /s/ Matthew Bromberg | ||||||||
Matthew Bromberg | ||||||||
Chief Executive Officer |
/s/ Jarrod Yahes | 11/05/2024 | |||||||
Jarrod Yahes | Date |
This Employee Nondisclosure and Assignment Agreement ("Agreement") sets forth in writing certain understandings and procedures in effect as of the date of my initial employment with Unity Technologies SF (“Company”). In this Agreement, “Company Group” means Company and/or any affiliated company. |
suppliers and any other nonpublic information that has commercial value or (b) any information Company Group has received from others that Company Group is obligated to treat as confidential or proprietary, which may be made known to me by Company Group, a third party or otherwise that I may learn during my employment with Company. | ||||||||||
1.Duties. In return for the compensation now and hereafter paid to me, I will perform such duties for Company as the Company may designate from time to time. During my employment with Company, I will devote my best efforts to the interests of Company, will not engage in other employment or in any conduct in direct conflict with Company’s interests that would cause a material and substantial disruption to Company and will otherwise abide by all of Company’s policies and procedures. Furthermore, I will not (a) reveal, disclose or otherwise make available to any unauthorized person any Company password or key, whether or not the password or key is assigned to me or (b) obtain, possess or use in any manner a Company password or key that is not assigned to me. I will use my best efforts to prevent the unauthorized use of any laptop or personal computer, peripheral device, software or related technical documentation that the Company issues to me, and I will not input, load or otherwise attempt any unauthorized use of software in any Company computer, whether or not such computer is assigned to me. |
3 | Ownership and Nondisclosure of Proprietary Information. All Proprietary Information and all worldwide: patents (including, but not limited to, any and all patent applications, patents, continuations, continuation-in-parts, reissues, divisionals, substitutions, and extensions), copyrights, mask works, trade secrets and other worldwide rights in and to the Proprietary Information are the property of Company, Company’s assigns, Company’s customers and Company’s suppliers, as applicable. I will not disclose any Proprietary Information to anyone outside Company, and I will use and disclose Proprietary Information to those inside Company only as necessary to perform my duties as an employee of Company. If I have any questions as to whether information is Proprietary Information, or to whom, if anyone, inside Company, any Proprietary Information may be disclosed, I will ask my manager at Company. | |||||||||
2 | “Proprietary Information” Definition. “Proprietary Information” includes (a) any information that is confidential or proprietary, technical or non-technical information of Company Group, including for example and without limitation, information related to Company Innovations (as defined in Section 7 below), concepts, techniques, processes, methods, systems, designs, computer programs, source documentation, trade secrets, formulas, development or experimental work, work in progress, forecasts, proposed and future products, marketing plans, business plans, customers and | 4 | U.S. Defend Trade Secrets Act. 18 U.S.C. § 1833(b) states: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Accordingly, I have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. I also |
have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this Agreement is intended to conflict with 18 U.S.C.§ 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). |
through multiple tiers of sublicensees) to make, have made, use, import, sell, offer to sell, practice any method or process in connection with, copy, distribute, prepare derivative works of, display, perform and otherwise exploit such Prior Innovations or intellectual property owned or controlled by me and/or any third party. | ||||||||||
5 | “Innovations” Definition. In this Agreement, “Innovations” means all discoveries, designs, developments, improvements, inventions (whether or not protectable under patent laws), works of authorship, information fixed in any tangible medium of expression (whether or not protectable under copyright laws), software, trade secrets, know-how, ideas and concepts (whether or not protectable under trade secret laws), mask works, trademarks, service marks, trade names and trade dress. |
7 | Disclosure and Assignment of Company Innovations. In the normal course of my employment with Company and as otherwise requested by Company, I will promptly disclose and describe to Company all Company Innovations. I hereby assign and agree to assign to Company all my right, title, and interest in and to (a) all Innovations (including all Moral Rights therein) that are made, conceived, discovered or developed by me (either alone or jointly with others), or result from or are suggested by any work performed by me (either alone or jointly with others) for or on behalf of Company, (i) during the period of my employment with Company, whether before or after the execution of this Agreement and whether or not made, conceived, discovered or developed during regular business hours; or (ii) during or after the period of my employment with Company, whether before or after the execution of this Agreement, if based on or using Proprietary Information or otherwise in connection with my activities as an employee of Company (collectively, the “Company Innovations”); and (b) all benefits, privileges, causes of action and remedies relating to Company Innovations, whether before or hereafter accrued (including, without limitation, the exclusive rights to apply for and maintain all registrations, renewals and/or extensions; to sue for all past, present or future infringements or other violations of any rights in the Innovation; and to settle and retain proceeds from any such actions), free and clear of all liens and encumbrances. To the extent allowed by applicable law, the assignment of the Company Innovations includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively “Moral Rights”). To the extent any of the rights, title and interest in and to Company Innovations cannot be assigned by me to Company, I hereby grant to Company an |
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6 | Disclosure and License of Prior Innovations. I have listed on Exhibit A (Prior Innovations) attached hereto all Innovations relating in any way to Company Group’s business or demonstrably anticipated research and development or business, which were conceived, reduced to practice, created, derived, developed, or made by me prior to my employment with Company (collectively, the “Prior Innovations”). I represent that I have no rights in any such Company-related Innovations other than those Innovations listed in Exhibit A (Prior Innovations). If nothing is listed on Exhibit A (Prior Innovations), I represent that there are no Prior Innovations at the time of signing this Agreement. I will not incorporate, nor permit to be incorporated, any Prior Innovations or any intellectual property owned or controlled by me and/or any third party in any Company Innovations (defined in Section 7) without Company’s prior written consent. If, in the course of my employment with the Company, I incorporate or permit to be incorporated, any Prior Innovation or any intellectual property owned or controlled by me and/or any third party into Company Group property or Company Innovations, with or without Company approval, I hereby grant to Company a royalty-free, perpetual, irrevocable, worldwide, transferable, fully paid-up license (with rights to sublicense |
exclusive, royalty-free, transferable, irrevocable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to practice such non-assignable rights, title and interest, including, but not limited to, the right to make, use, sell, offer for sale, import, have made, have sold, copy, distribute, prepare derivative works of, display, perform and otherwise exploit such Company Innovations. To the extent any of the rights, title and interest in and to Company Innovations can neither be assigned nor licensed by me to Company, I hereby irrevocably waive and agree never to assert such non-assignable and non-licensable rights, title and interest against Company Group, any of Company Group’s successors in interest, or any of Company Group’s customers. This Section 7 shall not apply to any Innovation that meets any of the following conditions: (a) it does not relate, at the time of conception, reduction to practice, creation, derivation, development or making of such Innovation to Company Group’s business or actual or demonstrably anticipated research, development or business; and (b) it was developed entirely on my own time; and (c) it was developed without use of any of Company Group’s equipment, supplies, facilities or trade secret information; and (d) it did not result from any work I performed for Company Group. | protected under patent laws. I have reviewed the notification in Exhibit B (Limited Exclusion Notification) and agree that my signature acknowledges receipt of the notification. | ||||||||||
10 | Cooperation in Perfecting Rights to Company Innovations. I agree to perform, during and after my employment, all acts that Company deems necessary or desirable to permit and assist Company, at its expense, in obtaining and enforcing the full benefits, enjoyment, rights and title throughout the world in the Company Innovations as provided to Company under this Agreement. If Company is unable for any reason to secure my signature to any document required to file, prosecute, register or memorialize the assignment of any rights or application or to enforce any right under any Company Innovations as provided under this Agreement, I hereby irrevocably designate and appoint Company and Company’s duly authorized officers and agents as my agents and attorneys- in-fact to act for and on my behalf and instead of me to take all lawfully permitted acts to further the filing, prosecution, registration, memorialization of assignment, issuance, and enforcement of rights under such Innovations, all with the same legal force and effect as if executed by me. The foregoing is deemed a power coupled with an interest and is irrevocable. | ||||||||||
8 | Future Innovations. I will disclose promptly in writing to Company all Innovations conceived, reduced to practice, created, derived, developed, or made by me within the scope of my employment with the Company and for three (3) months thereafter, whether or not I believe such Innovations are subject to this Agreement, to permit a determination by Company as to whether or not the Innovations should be considered Company Innovations. Company will receive any such information in confidence. | 11 | Return of Materials. At any time upon Company’s request, and when my employment with Company is over, I will return all materials (including, without limitation, documents, drawings, papers, diskettes and tapes) containing or disclosing any Proprietary Information (including all copies thereof), as well as any keys, pass cards, identification cards, computers, printers, pagers, personal digital assistants or similar items or devices that the Company has provided to me. I will provide Company with a written certification of my compliance with my obligations under this Section. | ||||||||
9 | Notice of Nonassignable Innovations to Employees in California. This Agreement does not apply to an Innovation that qualifies fully as a nonassignable invention under the provisions of Section 2870 of the California Labor Code. I acknowledge that a condition for an Innovation to qualify fully as a non-assignable invention under the provisions of Section 2870 of the California Labor Code is that the invention must be | 12 | No Violation of Rights of Third Parties. During my employment with Company, I will not (a) breach any agreement to keep in confidence any confidential or proprietary information, knowledge or data acquired by me prior to my employment with Company or (b) disclose to |
Company Group, or use or induce Company Group to use, any confidential or proprietary information or material belonging to any previous employer or any other third party. I am not currently a party, and will not become a party, to any other agreement that is in conflict, or will prevent me from complying, with this Agreement. | Human Resources Department or to such other address as Company may specify in writing. | ||||||||||
17 | Governing Law; Forum. This Agreement shall be governed by the laws of the United States of America and by the laws of the state in which I primarily work for Unity as recorded in Unity’s systems. Company and I each irrevocably consent to the exclusive personal jurisdiction of the federal and state courts courts located in the state in which I primarily work for Unity as recorded in Unity’s systems, as applicable, for any matter arising out of or relating to this Agreement, except that in actions seeking to enforce any order or any judgment of such federal or state courts located in California, such personal jurisdiction shall be nonexclusive. Additionally, notwithstanding anything in the foregoing to the contrary, a claim for equitable relief arising out of or related to this Agreement may be brought in any court of competent jurisdiction. | ||||||||||
13 | Survival. This Agreement (a) shall survive my employment by Company; (b) does not in any way restrict my right to resign or the right of Company to terminate my employment at any time, for any reason or for no reason; (c) inures to the benefit of successors and assigns of Company; and (d) is binding upon my heirs and legal representatives. | ||||||||||
14 | No Solicitation. During my employment with Company and for one (1) year thereafter, I will not solicit, encourage, or cause others to solicit or encourage any employees of Company Group to terminate their employment with Company Group. | ||||||||||
15 | Injunctive Relief. I agree that if I violate this Agreement, Company will suffer irreparable and continuing damage for which money damages are insufficient, and Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including money damages if appropriate), to the extent permitted by law. | 18 | Severability. If an arbitrator or court of law holds any provision of this Agreement to be illegal, invalid or unenforceable, (a) that provision shall be deemed amended to provide Company the maximum protection permitted by applicable law and (b) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected. | ||||||||
16 | Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when actually delivered; (b) by overnight courier, upon written verification of receipt; (c) by facsimile transmission, upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notices to me shall be sent to any address in Company’s records or such other address as I may provide in writing. Notices to Company shall be sent to Company’s | 19 | Waiver; Modification. If Company waives any term, provision or breach by me of this Agreement, such waiver shall not be effective unless it is in writing and signed by Company. No waiver shall constitute a waiver of any other or subsequent breach by me. This Agreement may be modified only if both Company and I consent in writing. | ||||||||
20 | Entire Agreement. This Agreement, including any agreement to arbitrate claims or disputes relating to my employment that I may have signed in connection with my employment by Company, represents my entire understanding with Company with respect to the subject matter of this Agreement and supersedes all previous understandings, written or oral. |
“COMPANY” | EMPLOYEE: | |||||||
UNITY TECHNOLOGIES SF | Jarrod Yahes | |||||||
By: Matthew Bromberg | /s/ Jarrod Yahes | |||||||
/s/ Matthew Bromberg | ||||||||
Date November 4, 2024 | Date November 4, 2024 |
None | |||||