|
Exhibit 10.6
INNOVATION, PROPRIETARY INFORMATION
AND CONFIDENTIALITY AGREEMENT
As
a condition of becoming employed or retained as a consultant
by Xcorporeal, Inc., a Delaware corporation (together with any
of its current or future affiliates, successors or assigns,
collectively, the “
Company ”),
and in consideration of my employment or consulting relationship
with the Company and my receipt of the compensation paid to me by
the Company, I agree to the following:
Recitals
A. The
Company is dedicated to a policy of exerting a significant
influence in its chosen fields through technical innovation
and creative administration and marketing. The competitive
success of this policy depends to a large extent on the
Company’s ability to maintain a free flow of pertinent
information among its employees and consultants.
B. All
key employees and consultants are required to sign this
standard Agreement, under which: (i) requirements are
specified for avoiding conflicting outside activities while
associated with the Company, (ii) the Company is assured
of disclosure of, and exclusive rights to, my inventions,
ideas and works which relate to Company business, and
(iii) the Company is protected against unauthorized
disclosure of confidential information of the Company or other
persons and against retention of Company records.
Agreement
1.
Confidential Information .
(a) I
agree at all times during the term of my relationship with the
Company and thereafter, to hold in strictest confidence, and
not to (i) use, except for the benefit of the Company,
(ii) disclose to any person or entity without written
authorization of the Board of Directors of the Company, or
(iii) make copies of, except as authorized by Company,
any of the following: confidential or proprietary information,
inventions, trade secrets, know-how, theories, research, data,
plans, products, services, suppliers, customers, prices,
costs, markets, software, hardware, developments,
improvements, processes, formulas, methods, technology,
machines, apparatus, designs, drawings, engineering,
configurations, laboratory notebooks, licenses, finances,
budgets or projections, directly or indirectly created,
conceived, invented, made, discovered, developed, worked on,
learned by or disclosed to me during the course of my
relationship with the Company, either orally, in writing, or
by observation, whether or not during working hours (all of
the foregoing, collectively, “
Confidential Information ”).
(b) Confidential
Information includes, but is not limited to, information
pertaining to any aspect of the Company’s business or
any use or application arising out of or relating to any: (i)
portable or continuous dialysis method or device, specifically
including any wearable artificial kidney, or related device,
(ii) portable or continuous ultra-filtration method or
device, specifically including any congestive heart failure
device, or related device, (iii) device, method or
treatment for kidney failure or congestive heart failure, (iv)
“Technology” or “Licensed Product” as
defined in the Company’s September 1, 2006 License
Agreement, or (v)
medical
device, treatment or method substantially similar in
functionality to any of the foregoing; (all of the foregoing,
collectively, the “
Products ”).
(c) Confidential
Information does not include any information that is publicly
and widely known and made generally available through no
wrongful act of mine or of others who were under
confidentiality obligations. In these regards, although
certain information or technology may be generally known in
the relevant industry, the fact that the Company uses same,
and how the Company uses same, may not be so known and
therefore is Confidential Information. Furthermore, the fact
that various fragments of information or data may be generally
known in the relevant industry does not mean that the manner
in which the Company combines them and the results obtained
thereby are so known and in such instance are also
Confidential Information. Confidential Information also does
not include information that I can show be clear and
convincing documentary evidence was known to me prior to its
disclosure to me by the Company.
(d) 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 or entity, 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.
Conflicts of Interest .
(a) During
the term of my employment or consulting relationship with
Company, I will not, without the prior written approval of the
President or Chief Executive Officer of the Company, directly
or indirectly, participate in or assist any person or business
that is a current or potential competitor, customer or
supplier of the Company. For these purposes, a current or
potential competitor of the Company is any person or entity
that has developed, is developing, is seeking to develop, or
is selling, marketing or distributing any Products
. I
understand that the purpose of these restrictions is to avoid
conflicts of interest and to avoid inadvertent trade secret
disclosure during periods I am most likely to retain valuable
Company trade secrets.
(b) I
represent that my performance of all the terms of this
Agreement and my work for the Company does not and will not
breach any invention assignment, proprietary information,
confidentiality or other agreement with any former employer or
other party, or create any conflict of interest with anyone. I
will not disclose to the Company or use for the benefit of the
Company any confidential information derived from sources
other than employment or consultation with the Company. I
agree that if I am in doubt as to the confidential status of
any information, I will refer to an executive officer of the
Company the question of whether such information is available
for disclosure and use for the benefit of the
Company.
(c) I
have not and will not enter into any other agreement with any
other person or entity, either written or oral, in conflict
with the terms of this Agreement.
3.
Inventions .
(a)
Disclosure .
I will immediately disclose to the Company all discoveries,
inventions, ideas, improvements, works of authorship, developments,
concepts, trade secrets, Confidential Information, and other
intellectual property, whether or not patentable or copyrightable
(collectively, “
Work Product ”),
that I create, conceive, invent, make, discover, develop, work on,
or reduce to practice, in whole or in part, during the term of my
employment or consulting relationship with Company, either solely
or jointly with others, whether or not in the course of my
employment, whether or not reduced to drawings, written
description, documentation, models, or other tangible
form.
(b)
Work for Hire .
I further acknowledge that all Work Product other than Personal
Inventions is “work made for hire” to the greatest
extent permitted by applicable law and are compensated by my salary
(if I am an employee) or by such amounts paid to me under any
applicable consulting agreement or consulting arrangements (if I
am
|
