CONFIDENTIALITY, INVENTIONS
ASSIGNMENT AND NON-COMPETITION
AGREEMENT
This
Confidentiality, Inventions Assignment and Non-Competition
Agreement (the “ Agreement ”) is made and
entered into effective as of __________(the “ Effective
Date ”), by and between TechniScan, Inc., a Utah
corporation (the “ Company ”) and The
Undersigned Employee (the “ Promissor
”).
A. Promissor
has been issued shares, or been granted the option to acquire
shares, of the Company’s Common Stock, and in addition
Promissor has, or is to have, a business relationship with the
Company, as a director and/or officer, or otherwise.
B. Promissor’s
relationship with the Company is a relationship of trust and
confidence which allows Promissor access to confidential,
proprietary and other information provided to Promissor solely for
use in a manner consistent with the best interests of the Company
and consistent with Promissor’s duty of loyalty.
C. For the
purpose of protecting the Company’s proprietary interest in
goodwill, trade secrets, intellectual property and other legitimate
business interests, and in consideration of Promissor’s
relationship with the Company and all rights related thereto,
Promissor and the Company desire to enter into this Agreement
respecting (i) Promissor’s use of information that is
confidential or proprietary to the Company, and the protection of
such information, (ii) the ownership of inventions developed
by Promissor in the course of its relationship with the Company,
and (iii) Promissor’s ability to engage in conduct
during and after termination of his relationship with the Company
which is competitive with or detrimental to the Company’s
business operations.
In consideration
of the foregoing, the mutual promises contained herein, and in
consideration and as a condition of Promissor’s relationship
with the Company and all rights related thereto, and for other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be
legally bound hereby, agree as follows:
1.
Maintaining Confidential Information .
(a)
Company Information . Promissor agrees at all times during
the term of Promissor’s relationship with the Company,
whether as a director, officer, consultant, advisor, employee or
service provider, and at all times thereafter, to hold in strictest
confidence, and not to use, except for the benefit of the Company,
any trade secrets, confidential knowledge, data or other
proprietary information of the Company (and any tangible evidence,
record or representation thereof) which is in the possession of the
Company, which in any way relates to the present or future business
of the Company, which is maintained in confidence by the Company,
or which might permit the Company or its customers to obtain a
competitive advantage over competitors who do not have access to
such trade secrets, confidential
knowledge, data
or other proprietary information, including any of the foregoing
relating to products, processes, services, software, know-how,
inventions, original works of authorship, developments,
improvements, databases, discoveries, ideas, know-how, methods,
techniques, formulae, formulas, developmental or experimental work,
data bases, computer lists, client information, customer lists,
business plans, financial information, designs, graphics or other
subject matter pertaining to any business, products or services of
the Company or any of its clients, customers, affiliates, vendors,
marketers, information providers, consultants or licensees. For
purposes of this Agreement, all such trade secrets, confidential
knowledge, data and proprietary information are hereinafter
referred to as “Confidential Information.”
(b)
Former Employer Information . Promissor agrees that
Promissor will not, during Promissor’s relationship with the
Company, whether as a director, officer, consultant, advisor,
employee or service provider, improperly use or disclose any
confidential or proprietary information or trade secrets of
Promissor’s former and concurrent clients, employers or
companies, if any, and that Promissor will not bring onto the
premises of the Company any unpublished document or any property
belonging to Promissor’s former or concurrent clients,
employers or companies, if any, unless consented to in writing by
such clients, clients, employers or companies.
(c) Third
Party Information . Promissor recognizes that the Company has
received and in the future will receive from third parties
confidential or proprietary information subject to a duty on the
Company’s part to maintain the confidentiality of such
information and to use it only for certain limited purposes.
Promissor agrees that Promissor owes the Company and such third
parties, during the term of Promissor’s relationship with the
Company, and at all times thereafter, a duty to hold all such
confidential or proprietary information in the strictest confidence
and not to disclose it to any person or entity (except as necessary
in carrying out Promissor’s work for the Company consistent
with the Company’s agreement with such third party) or to use
it for the benefit of anyone other than the Company or such third
party (consistent with the Company’s agreement with such
third party) without the express written authorization of the
Company.
2.
Retaining and Assigning Inventions and Original Works
.
(a) Inventions
and Original Works Retained by Promissor. Attached hereto, as
Schedule A , is a list describing all inventions,
original works of authorship, developments, improvements, and trade
secrets which were owned or developed by Promissor prior to
Promissor’s relationship with the Company, which relate to
the Company’s proposed businesses and products, and which are
not assigned to the Company (collectively, the “Prior
Inventions”). If no such list is attached, Promissor
represents that there are no such Prior Inventions. . If any Prior
Inventions or Excluded Inventions (as defined below) or any other
proprietary information owned by Promissor or in which Promissor
has an interest are incorporated into any Development (as defined
below) by Promissor or at Promissor’s direction, Promissor
hereby grants, and to the extent any such grant cannot be made at
the present, Promissor agrees to grant, to the Company a
non-exclusive, royalty-free, irrevocable, perpetual, transferable
worldwide license, with the right to sublicense, to make, use,
refrain from using, sell, offer for sale, import, modify, delete,
add to, reproduce, create derivative works based upon, distribute,
perform, display or exploit in any way, such Prior Invention,
Excluded Invention and other proprietary
2
information, in
whole or in part, by any means, now known or later developed, in
all languages, as part of or in connection with such
Developments.
(b) Inventions
and Original Works Assigned to the Company. Promissor agrees to
promptly make full written disclosure to the Company, to hold in
trust for the sole right and benefit of the Company, and to assign
to the Company all of Promissor’s right, title, and interest
in and to any and all inventions, original works of authorship,
developments, improvements, discoveries, ideas, know-how,
processes, methods, formulae, techniques, trade secrets, designs,
graphics, artwork, lay-outs, concepts, trade dress, packaging,
advertising and marketing copy, “look -and-feel” of
products, sites and services and Confidential Information, whether
or not patentable or copyrightable, which Promissor may solely or
jointly conceive or author or develop or reduce to practice or
create, or cause to be conceived or authored or developed or
reduced to practice or created, during Promissor’s
relationship with the Company, whether as a Promissor, employee or
other service provider, with all such items, other than Excluded
Inventions (as defined below) referred to herein collectively as
“Developments,” except for any inventions, original
works of authorship, developments, improvements, discoveries,
ideas, know-how, processes, methods, formulae, techniques or trade
secrets as to which Promissor can prove the following (if Promissor
is for any reason deemed to be an employee of the Company or
becomes an employee of the Company, or if the Utah Employment
Inventions Act (U.C.A. § 34-39-1, et seq.) is deemed to apply
to Promissor):
(1) It
was created by Promissor entirely on Promissor’s own time;
and
(2) It
was not conceived, developed, reduced to practice or created by
Promissor:
(i) within
the scope of Promissor’s engagement or employment;
(ii) on
the Company’s time; or
(iii) with
the aid, assistance or use of any of the Company’s property,
equipment, facilities, supplies, resources, intellectual property
or any Confidential Information; and
(3) It
does not result from any work, services or duties performed by
Promissor for the Company; and
(4) It
does not relate to the industry or trade of the Company;
and
(5) It
does not relate to the current or demonstrably anticipated
business, research or development of the Company (as determined
when the invention first arises);
with all such
inventions for which proof is provided as required under Section
2(f) referred to herein as “Excluded Inventions.”
Promissor acknowledges and agrees that all inventions, original
works of authorship, developments, improvements, discoveries,
ideas, know-how, processes, methods, formulae, techniques, trade
secrets and Confidential Information that satisfy the foregoing
definition of “Developments,” even though they arose
before the effective date of this Agreement, shall be deemed
“Developments” hereunder.
3
Promissor
understands that inventions meeting all of the qualifications
listed above may be exempted from the provisions of this paragraph
2(b) by the Utah Employment Inventions Act (U.C.A. § 34-39-1,
et. seq. ).
|
