Exhibit 10.33
C ONOR M EDSYSTEMS , I NC ,
E MPLOYMENT , C ONFIDENTIAL I NFORMATION ,
A ND I NVENTION A SSIGNMENT A GREEMENT
As a condition of my employment with
Conor Medsystems, Inc., its subsidiaries, affiliates, successors or
assigns (together the “Company”), and in consideration
of my employment with the Company and my receipt of the
compensation now and hereafter paid to me by Company, I agree to
the following:
1. A
T
-W
ILL
E
MPLOYMENT
. I understand and acknowledge that
my employment with the company is for an unspecified duration and
constitutes “at-will” employment. I also understand
that any representation to the contrary is unauthorized and not
valid unless obtained in writing and signed by the president of the
company. I acknowledge that this employment relationship may be
terminated at any time, with or without good cause or for any or no
cause, at the option either of the company or myself, with or
without notice.
2. C
ONFIDENTIAL
I
NFORMATION
.
(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 written authorization of the Board of Directors
of the Company, any Confidential Information of the Company, except
under a non-disclosure agreement duly authorized and executed by
the Company. I understand that “Confidential
Information” means any nonpublic information that relates to
the actual or anticipated business or research and development of
the Company, technical data, trade secrets or know-how, including,
but not limited to, research, product plans or other information
regarding Company’s products or services and markets
therefore, customer lists and customers (including, but not limited
to, customers of the Company on whom I called or with whom I became
acquainted during the term of my employment), software,
developments, inventions, processes, formulas, technology, designs,
drawings, engineering, hardware configuration information,
marketing, finances or other business information. I further
understand that Confidential Information does not include any of
the foregoing items which have become publicly known and made
generally available through no wrongful act of mine or of others
who were under confidentiality obligations as to the item or items
involved or improvements or new versions thereof.
(b) Former Employer
Information . I agree
that I will not, during my employment with the Company, improperly
use or disclose any proprietary information or trade secrets of any
former or concurrent employer or other person or entity and that I
will not bring onto the premises of the Company any unpublished
document or proprietary information belonging to any such employer,
person or entity unless consented to in writing by such employer,
person or entity.
(c) 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
1.
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.
3. I
NVENTIONS
.
(a) Inventions Retained and
Licensed . I have
attached hereto, as Exhibit A , a list describing all
inventions, original works of authorship, developments,
improvements, and trade secrets which were made by me prior to my
employment with the Company (collectively referred to as
“Prior Inventions”), which belong to me, which relate
to the Company’s proposed business, products or research and
development, and which are not assigned to the Company hereunder;
or, if no such list is attached, I represent that there are no such
Prior Inventions. If in the course of my employment with the
Company, I incorporate into a Company product, process or service a
Prior Invention owned by me or in which I have an interest, I
hereby grant to the Company a nonexclusive, royalty-free, fully
paid-up, irrevocable, perpetual, worldwide license to make, have
made, modify, use and sell such Prior Invention as part of or in
connection with such product, process or service, and to practice
any method related thereto.
(b) Assignment of
Inventions . I agree
that I will promptly make full written disclosure to the Company,
will hold in trust for the sole right and benefit of the Company,
and 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, improvements, designs,
discoveries, ideas, trademarks or trade secrets, whether or not
patentable or registrable under copyright or similar laws, which I
may solely or jointly 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 “Inventions”), except as provided in
Section 3(f) below. I further acknowledge that all original
works of authorship which are made by me (solely or jointly with
others) within the scope of and during the period of my employment
with the Company and which are protectible by copyright are
“works made for hire,” as that term is defined in the
United States Copyright Act. I understand and agree that the
decision whether or not to commercialize or market any invention
developed by me solely or jointly with others is within the
Company’s sole discretion and for the Company’s sole
benefit and that no royalty will be due to me as a result of the
Company’s efforts to commercialize or market any such
invention. Notwithstanding anything contained herein, I shall not
be required to assign to the Company any rights I may have in
inventions developed during the course of my engagement unless such
inventions pertain to the research, development, design,
manufacture or marketing of stents and vascular drug delivery
systems.
(c) Inventions Assigned to the
United States . I
agree to assign to the United States government all my right,
title, and interest in and to any and all Inventions whenever such
full title is required to be in the United States by a contract
between the Company and the United States or any of its
agencies.
(d) Maintenance of
Records . I agree to
keep and maintain adequate and current written records of all
Inventions pertaining to the research, development, design,
manufacture or marketing of stents and vascular drug delivery
systems made by me (solely or
2.
jointly with others) during the term of my
employment with the Company. The records will be in the 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. Inventions
notebooks,
