Exhibit 99.3
NEUROMETRIX,
INC.
CONFIDENTIALITY &
NON-COMPETE AGREEMENT
In consideration of and
as a condition to my employment, or if now employed in
consideration of and as a condition to my continued employment, by
NeuroMetrix, Inc. (the “Company”), the granting of
shares of common, no par value stock of the Company, and the
compensation now and hereafter paid to me by the Company and other
good and valuable consideration, the sufficiency of which I hereby
acknowledge, I hereby execute this Confidentiality &
Non-Compete Agreement (the “Agreement”) and agree to
the following:
1.
Confidential
Information.
a)
Company Information.
I agree at all times during the term of my employment and
thereafter to hold in strictest confidence, and not to use, except
for the benefit of the Company, or to disclose to any person, firm
or corporation without the prior written authorization of a duly
authorized officer of the Company, any Confidential Information of
the Company. I understand that “Confidential
Information” means any Company proprietary information,
technical data, trade secrets or know-how, including, but not
limited to, research and development information, product plans,
products, services, customer lists and customers, Work Product (as
defined below), suppliers, software developments, inventions,
processes, formulas, technology, designs, drawings, engineering
information, hardware configuration information, marketing
information, costs, pricing, finances or other business information
disclosed to me by the Company either directly or indirectly in
writing, orally or by drawings or inspection of parts or equipment
either before or after the commencement of my employment. I
further agree that all Confidential Information shall at all times
remain the property of the Company. I understand that
Confidential Information does not include any of the foregoing
items which has become publicly known or made generally available
through no wrongful act of mine.
b)
Third-Party
Information. I recognize that the Company has
received and in the future will receive from third parties their
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.
I agree to hold all such confidential or proprietary information in
the strictest confidence and not to disclose it to any person, firm
or corporation or to use it except as necessary in carrying out my
work for the Company consistent with the Company’s agreement
with such third party.
2.
Work Product.
a)
Assignment of Work
Product. I agree that I will promptly make full
written disclosure to the Company and will hold in trust for the
sole right and benefit of the Company, and I hereby assign to the
Company, or its designee, all my right, title and interest in and
to any and all inventions, original works of authorship,
developments, concepts,
1
improvements or trade
secrets, of whatever nature and whether or not patentable or
registrable under copyright or similar laws, which I may solely or
jointly with others conceive or develop or reduce to practice, or
cause to be conceived or developed or reduced to practice, during
the period of time I am in the employ of the Company (collectively
referred to as “Work Product”); and I further agree
that the foregoing shall also apply to Work Product which relates
the business of the Company or to the Company’s anticipated
business as of the end of my employment and which is conceived,
developed, or reduced to practice during a period of one (1) year
after the end of my employment. Without limiting the
foregoing, I further acknowledge that all original works of
authorship which are made by me (solely or jointly with others)
within the scope of my employment and which are protectable by
copyright are “works made for hire”, as that term is
defined in the United States Copyright Act.
b)
Maintenance of
Records. I agree to keep and maintain adequate and
current written records of all Work Product made by me (solely or
jointly with others) during the term of my employment by the
Company. The records will be in form of notes, sketches,
drawings, and any other format that may be specified by the
Company. The records will be available to and remain the sole
property of the Company at all times.
c)
Patent and Copyright
Registrations . I agree to assist the Company, or
its designee, at the Company’s expense, in every proper way
to secure the Company’s rights in the Work Product and any
copyrights, patents, mask work rights or other intellectual
property rights relating thereto in any and all countries,
including the disclosure to the Company of all pertinent
information and data with respect thereto and the execution of all
applications, specifications, oaths, assignments and all other
instruments which the Company shall deem necessary in order to
apply for and obtain such rights and in order to assign and convey
to the Company, its successors, assigns and nominees to sole and
exclusive rights, title and interest in and to such Work Product,
and any copyright, patents, mask work rights or other intellectual
prope
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