HomeMy WebLinkAboutGeneral Manager Agreement - 6.10.261
GENERAL MANAGER AGREEMENT
This Agreement, dated June 10, 2026, is entered into between Waterloo Municipal
Communications Utility d/b/a Waterloo Fiber (“Waterloo Fiber”) and Ben Stineman (“Executive”).
WHEREAS, Waterloo Fiber wishes to obtain the services of Executive for purposes of
serving as its General Manager;
WHEREAS, the Executive is willing, upon the terms and conditions set forth herein, to
provide the services;
NOW, THEREFORE, in consideration of the mutual promises and covenant contained
herein, and intending to be legally bound hereby, the parties agree as follows:
1. Services. Executive is an independent contractor and agrees to faithfully and to the
best of his ability provide any and all General Manager obligations on behalf of Waterloo Fiber,
with such duties and responsibilities set forth in the General Manager Job Description attached
hereto as Exhibit A, together with such other duties as may be assigned to Executive from time to
time. Executive shall be under the direction and shall report directly to Water Fiber’s Board Chair.
2. Compensation. Executive shall be paid $175 per hour for the services provided
under this Agreement. Executive shall invoice Waterloo Fiber for services provided under this
agreement.
3. Confidential Information.
(a) The term “Confidential Information” means non-public information, know-
how, business operations, internal functioning, processes, systems, software, hardware, designs,
management tools, manuals, training materials, data models, plans, strategies, pricing, claims
processing, customers, vendors, personnel, contracted providers, membership, information
concerning patents, marketing plans and materials, financial information and trade secrets, in any
form, that a reasonable person should understand to be confidential or proprietary, or such other
information designated as “confidential.” Notwithstanding the foregoing, the term “Confidential
Information” excludes information that (a) is, or becomes, publicly available through no fault of
the Executive; (b) was lawfully known, without any obligation to keep such information
confidential, by the Executive prior to its receipt from Waterloo Fiber, as evidenced by written
records predating the disclosure; (c) is lawfully received from a source that is not prohibited from
disclosing or using such information on account of a legal, contractual, or fiduciary duty or
obligation; (d) is independently developed by the Executive without breaching this Agreement or
relying on, referencing, or using the Waterloo Fiber’s Confidential Information, as evidenced by
contemporaneous written records. Executive agrees that as between the parties, Waterloo Fiber is
and shall remain the sole and exclusive owner of Waterloo Fiber’s Confidential Information.
(b) As part of Executive’s services provided Waterloo Fiber, Executive will
have access to and use of some or all of the Waterloo Fiber’s Confidential Information, and to
authorize him to engage in activities that will create new and additional Confidential Information.
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During and after Executive is done performing services on behalf of Waterloo Fiber, the Executive
shall not, directly or indirectly in one or a series of transactions, disclose to any Person, or use or
otherwise exploit for the Executive’s own benefit or for the benefit of anyone other than the
Waterloo Fiber, any Confidential Information, whether prepared by the Executive or not; provided,
however, that any Confidential Information may be disclosed (i) to officers, representatives,
employees and agents of the Waterloo Fiber who need to know such Confidential Information in
order to perform the services or conduct the operations required or expected of them in the
Business and (ii) in good faith by the Executive in connection with the performance of his duties
hereunder. The Executive shall use his best efforts to prevent the removal of any Confidential
Information from the premises of Waterloo Fiber, except as required in his normal course of
employment by Waterloo Fiber. The Executive shall use his best efforts to cause all Persons to
whom he discloses any Confidential Information hereunder to observe the terms and conditions
set forth herein as though each such Person or entity was bound hereby. The Executive shall have
no obligation hereunder to keep confidential any Confidential Information if and to the extent
disclosure of any thereof is specifically required by law; provided, however, that in the event
disclosure is required by applicable law, the Executive shall provide Waterloo Fiber with prompt
notice of such requirement, prior to making any disclosure, so that the Waterloo Fiber may seek
an appropriate protective order. At the request of Waterloo Fiber, the Executive shall deliver to
Waterloo Fiber, at any time during the Term of Employment, or thereafter, all Confidential
Information that he may possess or control. The Executive agrees that all Confidential Information
of Waterloo Fiber (whether now or hereafter existing) conceived, discovered or made by him
during the Term of Employment exclusively belongs to Waterloo Fiber (and not to the Executive).
The Executive shall promptly disclose such Confidential Information to Waterloo Fiber and
perform all actions reasonably requested by Waterloo Fiber to establish and confirm such exclusive
ownership. Executive understands and agrees that his obligations with respect to Confidential
Information survive the expiration or termination of his services provided on behalf of Waterloo
Fiber.
4. Non-Interference. Executive acknowledges that services to be provided by him
give him the opportunity to have special knowledge of (i) Waterloo Fiber and will involve access
to and use of Confidential Information, and (ii) the capabilities of individuals employed by or
affiliated with Waterloo Fiber, and that interference in these relationships would cause irreparable
injury to Waterloo Fiber. In consideration of this Agreement, the Executive covenants and agrees
that:
(a) From the date hereof through the date that is twelve (12) months after
Executive services on behalf of Waterloo Fiber ends, the Executive shall not, without the express
written approval of the Board of Waterloo Fiber, directly or indirectly, own, manage, operate,
control, invest or acquire an interest in, or otherwise engage or participate in, whether as a
proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, lessor,
agent, representative or other participant, in any business that competes, directly or indirectly, with
Waterloo Fiber.
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(b) Employ or seek to employ or cause any competitive business to employ or
seek to employ any individual or agent who is then (or was at any time within 24 months prior to
the date the Executive or the competitive business employs or seeks to employ such Person)
employed or retained by Waterloo Fiber. Notwithstanding the foregoing, nothing herein shall
prevent the Executive from providing a letter of recommendation to an employee with respect to
a future or any other employment opportunity.
(c) Executive acknowledges and agrees that the scope and term of this Section
4: (i) are necessary in order to protect Waterloo Fiber ’s Confidential Information and to preserve
Waterloo Fiber ’s value and goodwill; (ii) are reasonable as to time, geographic and scope
limitations; and (iii) do not preclude the Executive from earning a living with an entity that is not
a competitive business. In the event the provisions of this Section 4 are deemed to exceed the
time, geographic or scope limitations permitted by applicable law, then such provisions shall be
reformed to the maximum time, geographic or scope limitations, as the case may be, then permitted
by such law.
5. Disclosure and Assignment of Work.
(a) For purposes of this Agreement, the term “Work” shall mean any and all
improvements, inventions, ideas, technology, works of authorship, work products, materials, reels,
information, properties or rights that are directly or indirectly conceived, developed, reduced to
practice, delivered or contributed to, in whole or in part, by Executive (either alone or jointly with
others, and (except as specifically provided below) whether or not made during normal business
hours or with the use of Waterloo Fiber ’s facilities, materials, personnel or other property or
resources) either (i) during the term of Executive’s employment with Waterloo Fiber or (ii) as part
of the services provided by Executive to Waterloo Fiber. Notwithstanding the foregoing sentence,
any of the matters described in the foregoing sentence that (x) were made entirely outside normal
business hours, (y) were made entirely without any use of Waterloo Fiber ’s facilities, materials,
personnel (other than Executive) or other property or resources (including, for purposes of
clarification, Confidential Information), and (z) do not directly or indirectly relate to the Business
shall not be considered “Work” for purposes of this Agreement. All of the Work (including all
notes, reports, specifications, designs, brands, results, drawings, flow charts, diagrams, test data,
manuals, work papers, tangible embodiments (such as computer disks and documents), technical
data, or other information or materials with respect to the Work); all modifications, enhancements,
improvements, formulae, algorithms, processes, routines, subroutines, techniques, theories,
concepts, source code, object code or similar matters relating to the Work; all patent rights,
copyrights, moral rights (such as the right to edit the Work), author's rights, rights of publicity,
mask work rights, trademarks, service marks, trade names, trade secrets, know-how, contract
rights, licensing rights or other proprietary or intellectual property rights under the laws of any
jurisdiction, whether now existing or hereafter arising (collectively, “Intellectual Property Rights”)
with respect to any of the foregoing; all registrations or applications for registration with respect
to any of the foregoing; all renewals and extensions of any thereof; and all products and proceeds
of, and all claims and causes of action with respect to, any of the foregoing (collectively, the
“Assigned Rights and Materials”), shall be the exclusive property of Waterloo Fiber. To the
maximum extent that any of the Assigned Rights and Materials may be considered a “work made
for hire” for the benefit of Waterloo Fiber under applicable law, it shall be considered a “work
made for hire” for the benefit of Waterloo Fiber, the rights to which shall be owned solely,
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completely and exclusively by Waterloo Fiber. To the extent that any of the Assigned Rights and
Materials are not considered a “work made for hire” for the benefit of Waterloo Fiber under
applicable law, all worldwide right, title and interest that Executive may have in and to the
Assigned Rights and Materials are hereby automatically and irrevocably assigned, conveyed and
otherwise transferred completely and exclusively to Waterloo Fiber.
(b) In the event that Executive has any rights in and to the Assigned Rights and
Materials that cannot be assigned to Waterloo Fiber, Executive hereby unconditionally and
irrevocably waives the enforcement of all such rights, and releases Waterloo Fiber, its Affiliates
and their respective direct and indirect customers and licensees from all claims and causes of action
of any kind with respect to any of the foregoing, whether now known or hereafter to become
known, and agrees at the request and expense of Waterloo Fiber to consent to and join in any action
to enforce such rights.
(c) In the event that Executive has any rights in and to the Assigned Rights and
Materials that cannot be assigned to Waterloo Fiber and cannot be waived, Executive hereby grants
to Waterloo Fiber an exclusive, worldwide, royalty-free, irrevocable and perpetual license during
the term of the rights to directly or indirectly reproduce, distribute, modify, create derivative works
of, publicly perform and publicly display, such rights, to make, have made, use, sell or offer for
sale any products developed by practicing such rights, and to otherwise use such rights, with the
right to assign such rights in whole or in part and the right to sublicense such rights in whole or in
part through multiple levels of sublicensees. Executive retains no rights to use the Assigned Rights
and Materials, and agrees not to challenge the validity of the ownership of the Assigned Rights
and Materials by Waterloo Fiber or any successor to Waterloo Fiber as the owner of the same.
(d) Executive agrees that both during and after Executive’s services on behalf
of Waterloo Fiber, Executive shall (a) assist Waterloo Fiber in any reasonable manner to obtain
and enforce for Waterloo Fiber ’s and its designees’ benefit patents, copyrights and other
Intellectual Property Rights with respect to any of the Assigned Rights and Materials in any and
all jurisdictions; (b) execute and deliver, when requested by Waterloo Fiber from time to time, any
patent, copyright or other applications or assignments with respect to the Assigned Rights and
Materials and other lawful documents deemed necessary by Waterloo Fiber to carry out the
purposes of this Agreement, and (c) execute and deliver such other documents, and take such other
actions, as Waterloo Fiber may request from time to time in order to assure Waterloo Fiber and its
designees full possession and enjoyment of the Assigned Rights and Materials and to otherwise
evidence or effect the provisions of this Agreement. Waterloo Fiber shall reimburse the Executive
for all of the Executive’s reasonable out-of-pocket expenses associated with such services to
Waterloo Fiber by the Executive both during and after the term of Executive’s employment,
including travel expenses. For periods following the Executive’s employment with Waterloo Fiber,
Waterloo Fiber shall provide reasonable compensation to the Executive for such services to
Waterloo Fiber in addition to reimbursement of expenses. Executive hereby irrevocably designates
and appoints Waterloo Fiber as its agent and attorney-in-fact, with full power of substitution, to
act for Executive and in Executive’s name and stead, but on behalf of and for the benefit of
Waterloo Fiber or its designees, to execute and file any such document and to do all other lawfully
permitted acts to further the prosecution, issuance and enforcement of Intellectual Property Rights
with respect to the Assigned Rights and Materials or to otherwise carry out the purposes of this
section with the same legal force and effect as if executed or performed by Executive.
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(e) To the extent allowed by law, this section 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 Executive nevertheless retains any such Moral Rights under applicable law, Executive
hereby ratifies and consents to any action that may be taken with respect to such Moral Rights by
or authorized by Waterloo Fiber and agrees not to assert any Moral Rights with respect thereto.
Executive shall confirm in writing any such ratifications, consents and agreements from time to
time as requested by Waterloo Fiber.
(f) Executive agrees to disclose to Waterloo Fiber all Work, and all Intellectual
Property Rights with respect thereto, promptly following the earliest of Executive’s conception,
development, reduction to practice, delivery or contribution of or to the same. Upon request by
Waterloo Fiber or upon termination of Executive’s employment, Executive shall immediately
deliver to Waterloo Fiber all materials containing or embodying any Assigned Rights or Materials,
whether completed or in process, regardless of the media and regardless of by whom prepared.
6. Non-Disparagement. During and after the services provided by Executive to
Waterloo Fiber, the Executive shall not make any false, defamatory or disparaging statements
about Waterloo Fiber, its Subsidiaries and Affiliates, or the officers or directors of Waterloo Fiber
and its Subsidiaries and Affiliates.
7. Defense of Claims. The Executive agrees that, for the period beginning on the date
hereof, and continuing for a reasonable period after the services provided by Executive, the
Executive shall cooperate with Waterloo Fiber in defense of any claims that may be made against
Waterloo Fiber, and shall cooperate with Waterloo Fiber in the prosecution of any claims that may
be made by Waterloo Fiber, to the extent that such claims may relate to services performed by the
Executive for Waterloo Fiber. The Executive shall promptly inform Waterloo Fiber if he becomes
aware of any lawsuits involving such claims that may be filed against Waterloo Fiber. Waterloo
Fiber shall reimburse the Executive for all of the Executive’s reasonable out-of-pocket expenses
associated with such cooperation, including travel expenses. For periods during and following the
Executive’s employment with Waterloo Fiber, Waterloo Fiber shall provide reasonable
compensation to the Executive for such cooperation in addition to reimbursement of expenses
8. Conflict of Interest. Executive shall be prohibited from entering into any
agreements or disbursing any funds regarding himself or any business he is affiliated with, or
which would create any conflict of interest on behalf of the Executive.
9. Independent Contractor. Nothing in this Agreement changes the nature of the
relationship between Executive and Waterloo Fiber as an independent contractor relationship.
10. Governing Law. This Agreement shall be governed and interpreted according to the
laws of the State of Iowa and shall inure to the benefit of and be binding upon the parties hereto
and their respective heirs, beneficiaries, successors and assigns. This Agreement shall supersede
all prior agreements of a similar nature between the parties.
11. Severability. If any provision of this Agreement is held to be invalid or
unenforceable for any reason, the parties agree that a court shall modify and reform such provision
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to the minimum extent necessary to render it valid, legal, and enforceable to the fullest extent
permitted by law. It is the express intention of the parties that this Agreement be enforced as
modified to capture as much of the parties' original intent as possible. If the court declines to
modify the provision, the invalid or unenforceable provision shall be deemed severed, and the
remainder of this Agreement shall continue in full force and effect.
Waterloo Municipal Communications Utility Ben Stineman
d/b/a Waterloo Fiber (“Waterloo Fiber”)
___________________________________ ______________________________
By: Andrew Van Fleet, Board Chair Ben Stineman
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