This Confidentiality Agreement involves
Title: CONFIDENTIALITY AND INVENTIONS AGREEMENT
Governing Law: Colorado Date: 8/19/2016
Industry: Biotechnology and Drugs Sector: Healthcare
CONFIDENTIALITY AND INVENTIONS AGREEMENT
This Confidentiality and Inventions Agreement (this “Agreement”), by and between Array BioPharma Inc., a Delaware corporation (the “Company”), and Jason Haddock, an individual (“Employee”), is executed to be effective as of the “Effective Date” set forth in Section 3(j) below.
As a condition to, and in consideration of Employee’s employment or continued employment (as the case may be) with the Company, and in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Protection of Trade Secrets and Confidential Information.
(a) Definition of “Confidential Information.” As used in this Agreement, the term “Confidential Information” shall include all information concerning or arising from the Company’s business, including, without limitation, trade secrets used or developed by the Company in connection with its business; information concerning the manner and details of the Company’s operation, organization and management; financial information and/or documents and nonpublic policies, procedures and other printed or written material generated or used in connection with the Company’s business; the Company’s business plans and strategies; the identities of the Company’s customers and the specific individual customer representatives with whom the Company works and details of the Company’s relationship with such customers and customer representatives; the identities of other persons or companies utilized in the Company’s business and details of the\ Company’s relationship with such persons or companies; the nature of fees and charges made to the Company’s customers; nonpublic forms, contracts and other documents used in the Company’s business; the nature and content of computer software used in the Company’s business, whether proprietary to the Company or used by the Company under license from a third party; and/or other information concerning know-how, research, inventions, copyrights, trademarks, patent applications, patents, processes, designs, technical specifications, methods, concepts, prospects, customers, employees, contractors, earnings, products, services, formulas, compositions, machines, equipment, systems, and/or prospective and executed contracts and other business arrangements. As used in this Agreement, “Company” includes any direct or indirect subsidiary or affiliate of the Company.
Confidential Information under this agreement shall not include information which (i) Employee can demonstrate was in Employee’s possession prior to employment with the Company (unless such information is assigned to, or otherwise becomes the property of, the Company or (ii) is now in the public domain, or hereafter enters the public domain through no violation by Employee of the obligations hereunder or any other obligation of confidentiality, or (iii) is lawfully obtained from a source (other than the Company, its affiliates or representatives) in accordance with the terms and conditions, if any, imposed upon Employee by such source respecting the use and disclosure thereof; provided, however, that such source was not at the time bound by a confidentiality agreement with the Company or any of its affiliates or representatives. Confidential Information shall also not include generic information, knowledge or skill which
Employee reasonably would have learned or acquired in the course of similar employment or work elsewhere in the trade.
(b) Restrictions on Employee’s Use of Confidential Information. Except in connection with and in furtherance of Employee’s official duties with and on behalf of the Company, Employee shall not at any time or in any manner use, copy, disclose, divulge, transmit, convey, transfer or otherwise communicate any Confidential Information to any person or entity, either directly or indirectly, without the Company’s prior written consent.
(c) Acknowledgment. Employee acknowledges that during the term of this Agreement, Employee will have access to Confidential Information, all of which shall be made accessible to Employee only in strict confidence; that unauthorized disclosure of Confidential Information will damage the Company’s business; that Confidential Information would be susceptible to immediate competitive application by a competitor of the Company; that the Company’s business is substantially dependent on access to and the continuing secrecy of Confidential Information; that Confidential Information is unique and proprietary to the Company and known only to Employee, the Company and certain key employees and contractors of the Company; and that title, ownership, possession and control of Confidential Information shall at all times remain vested in the Company. Consequently, Employee acknowledges that the restrictions contained in this Section 1 are reasonable and necessary for the protection of the Company’s business.
(d) Documents and Other Records Containing Confidential Information. All documents or other records containing or alluding to Confidential Information that are prepared by or provided to Employee during the term of this Agreement or that come into Employee’s possession in connection with Employee’s performance of services for the Company are and shall remain the Company’s property. Employee shall not copy or use any such documents or Confidential Information for any purpose not relating directly to Employee’s performance of services for the Company, nor shall Employee market or in any way provide or make available to any party other than the Company any of the Confidential Information, except pursuant to prior written authorization from the Company. Upon the termination of this Agreement for any reason and regardless of the circumstances of such termination or the existence of any dispute between Employee and the Company following or concerning the termination of Employee’s employment, or upon the request of the Company, its successors or assigns, Employee shall immediately deliver to the Company or its designee (and will not keep in Employee’s possession or deliver to anyone else, including any copies) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items belonging to the Company, its successors or assigns. Notwithstanding any other provision of this Agreement, this Agreement shall not bar Employee from complying with any subpoena or court order, provided that prior to doing so Employee shall give the Company written notice, at the Company’s principal place of business, of Employee’s receipt of any such subpoena or court order as far as possible in advance of the appearance time set forth in the subpoena or court order.
(e) Third-Parties’ Confidential Information. Employee acknowledges that the Company has received and in the future will receive from third parties confidential or proprietary information, and that the Company must maintain the confidentiality of such information and use it only for proper purposes. Employee shall not use or disclose any such information except as permitted by the Company or the third party to whom the information belongs.
(f) Other Agreements. Employee represents