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 an
