Confidential Agreement
EXCELLGEN, INC.
THIS NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT, made this ___ day of _______, _____ by and between Excellgen, Inc.. (the "Company") and
__________________________ (the "Employee).
WITNESSETH
WHEREAS, Excellgen,Inc.. ("Company") acts in the bio-medical research industry; and
WHEREAS,
_________________ ("Employee") is employed by the Company;
and
WHEREAS, the Company receives Confidential Information from its clients and the Employee may receive the same during the course of his employment, as well the Company's own Confidential Information in the course of employment; and
WHEREAS, the Company is unwilling to allow the Employee to continue in its employ unless the Employee is willing to be bound by the terms and provisions contained in this agreement with respect to Confidential Information.
NOW, THEREFORE, in consideration of continued at will employment with the Corporation, the Employee covenants and agrees as follows:
1. Employee's Representations and Acknowledgments. I recognize, acknowledge and represent that during my continued, at will employment with the Company and solely as a result of such employment, I will continue to be given access to, become familiar with, and acquire knowledge relating to the Company and its Clients, including Confidential Information. I further acknowledge that the Company uses specialized methods and commercially valuable technical and non-technical information that has been and will continue to be developed and acquired by the Company in the course of its business. This Confidential Information, as well as the Company's goodwill, has been and will continue to be developed through the Company's investment of substantial time, effort and money. I recognize that this Confidential Information represents valuable, special and unique assets of the Company's business so that my disclosure or use of Confidential Information, either for my own use or for use in competition with the Company, would be greatly prejudicial and detrimental to the Company and would cause it to suffer immediate and irreparable injury.
I further represent and warrant that I am not a party to any agreement or understanding which would impair my ability to enter into this Agreement and that my execution and delivery of this Agreement will not violate or constitute a default under any other agreement or understanding to which I am bound.
I acknowledge and understand that my execution of this Agreement is a necessary prerequisite to and a condition of my continued at will employment by the Company, and the Company would not otherwise continue to employ me without execution of this Agreement.
For purposes of this Agreement, the following definitions apply:
(a) "Company" means Excellgen, Inc. and any of its subsidiaries, affiliates and/or any entity owned or controlled by the Company, including any businesses that may be acquired after the date of my execution of this Agreement.
(b) "Business of the Company" means medical research, drug development, bioprocessing and any services provided, solicited, developed, commenced or planned to be provided by the Company at any time during my employment.
(c) "Clients" means all persons, businesses or entities, and all persons, businesses or entities subject to the control of those persons or entities, that (i) had preexisting business relationships and/or dealings with the Company before I began my employment; (ii) are new clients developed during my employment for whom the Company has provided services, is under contract to provide services, or for whom a proposal has been submitted to provide services; and/or (iii) potential Clients identified through leads developed during the course of my employment.
(d) “Confidential Information" means all information of the Company, including, but not limited to (i) Work Product (as defined below); (ii) other information relating to products, technologies, trade secrets, inventions, discoveries, improvements, innovations, designs, ideas, methods of operation, processes, techniques, and proprietary information; (iii) Client identities and the names, job titles and telephone numbers of the principal contact(s) for each Client; (iv) Client documents; (v) financial information of the Company or its Clients; (vi) the terms and formats of contracts and agreements with Clients; (vii) software, source codes and data which is the property of the Company or its Clients; (viii) training and recruiting materials and methods; and (ix) information relating to employees of the Company, including but not limited to employees' identities, home and business telephone and pager numbers, and addresses. The definition of "Confidential Information" is intended to have the broadest meaning as permitted by law and extends beyond the definition of "trade secrets" as set forth in the Maryland Uniform Trade Secrets Act.
2. Preservation of At Will Employment Relationship. The parties acknowledge and agree that my employment with the Company continues to be at will and can be terminated at any time by either party, regardless of reason, without any legal obligations owing to each other, except as specifically provided for herein and by law. Nothing in this Agreement shall be construed to alter the at-will employment relationship.
3. Work Product. I understand, recognize and agree that the Company shall have sole proprietary interest in my work product during the term of my employment ("Work Product") and I expressly assign to the Company or its designee all rights to, title and interest in any and all copyrights, patents, trade secrets, improvements, inventions, sketches, models, technologies, manufacturing, processes, innovations and all documents related thereto including, but not limited to, Confidential Information, and any other Work Product that I develop, either solely or jointly with others, where said Work Product relates to any Business of the Company in which the Company and its affiliates are involved at the time of or prior to my creation of such Work Product, or where such Work Product is developed through the use of the Company's time, material or facilities.
I further agree to disclose any and all such Work Product to the Company without delay, and shall, from time to time as requested by the Company, take all appropriate steps to establish, document, supply, furnish and place ownership of such Work Product in the possession of the Company and/or its affiliates including, but not limited to, the execution of appropriate patent, trademark, or copyright applications or assignments. I agree not to disclose my knowledge of the existence or disclose the contents of such Work Product without the prior consent of the Company.
4. Non-Disclosure of Confidential Information. At no time, either during my employment or affiliation with the Company, or after the termination of my employment or affiliation, shall I, without the Company 's prior written consent, which consent may be given or withheld at the Company 's sole option, directly or indirectly disclose, reveal or use for myself or any others, or aid others in obtaining, any Confidential Information of the Company, other than as may be required in the performance my duties for and as authorized by the Company.
5. Return of Company Property. Upon termination of my employment, I shall return all Company property, equipment and documents, including all originals and copies of Confidential Information in my possession, custody or control. I agree not to make or retain any copies of any property or Confidential Information.
6. Non-Disparagement. I agree that during the term of my employment and thereafter, I will not make any statements to a third party which disparage, degrade or belittle the reputation of the Company and its owners, directors, officers, employees and agents.
7. Remedies for Breach. Any breach of this Agreement by me will cause the Company to suffer immediate and irreparable injury, for which there is no adequate remedy at law. In the event of a breach of any of the terms of this Agreement, the Company shall be entitled to seek enforcement of this Agreement in a court of competent jurisdiction by means of a decree of specific performance, an injunction without the posting of a bond or the requirement of any other guarantee, and any other form of equitable relief. I hereby consent to the entry of such an order. This provision is in addition to and does not replace any other remedies the Company may have at law or in equity, including the right to receive monetary damages. I shall be responsible for reimbursing the Company for all reasonable attorneys' fees and costs incurred by the Company in enforcing this Agreement.
8. Severability and Enforceability. It is the intention of the parties that this Agreement shall be enforceable to the fullest extent allowed by law. This Agreement is devisable and separable so that if any provision shall be held to be invalid, unlawful or unenforceable, such holding shall not impair the remaining provisions. If any provision is held to be too broad or unreasonable in duration, scope or character of restriction to be enforced, the parties agree that any such provision shall be modified to the extent necessary in order to legally enforce such provision to the fullest extent permitted by law. The parties expressly authorize any court of competent jurisdiction to enforce any such provision to the fullest extent permitted by law.
9. Waiver. The failure of the Company to enforce any term of this Agreement shall not constitute a waiver of any rights or deprive the Company of the right to insist thereafter upon strict adherence to that or any other term of this Agreement, nor shall a waiver of any breach of this Agreement constitute a waiver of any preceding or succeeding breach. No waiver of a right under any provision of this Agreement shall be binding on the Company unless
made in writing and signed by the Company.
10. Assignment. The Company shall have the right to assign its rights and obligations under this Agreement. I may not assign this Agreement or any part hereof.
11. Entire Agreement. This Agreement constitutes the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes any and all prior understandings and agreements of the parties hereto. This Agreement shall be construed and enforced in accordance with, and the rights of the parties hereto, shall be governed by the laws of the State of Maryland and no questions shall be resolved for or against any party based on consideration of authorship. Any dispute arising hereunder shall be resolved exclusively in the courts of the State of Maryland. The parties expressly and irrevocably submit to the jurisdiction of the courts of the State of Maryland for the purpose of any action or proceeding arising from, touching, or concerning the subject matter of this Agreement and expressly waive any objection to any such proceeding based upon jurisdiction or venue or courts.
12. Survival. I understand that this Agreement applies regardless of whether there are any changes in my job duties, job title, location of my place of work or division assignment. I understand and agree that the representations, agreements, covenants, restrictions and remedies contained in this Agreement shall apply and survive regardless of whether the termination of my employment is voluntary or involuntary and is with or without cause. I agree that the Company may notify any future or prospective employer or third party of the existence of this Agreement.
13. Acknowledgement of Understanding. I have read this Agreement in its entirety, understand all of its terms and conditions, have had the opportunity to consult with legal counsel of my choosing regarding this Agreement, am entering into this Agreement of my own free will, without coercion from any source, and agree to abide by all of the terms and conditions herein contained.
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