|
Exhibit 10.3
AMENDED AND RESTATED INDEPENDENT CONTRACTOR
AGREEMENT
FOR CONSULTING SERVICES
This Independent Contractor Agreement for Consulting Services
(the "Agreement"), dated November 6, 2006 is entered into by
and between NANOGEN, INC., a Delaware corporation (the "Company")
with its principal place of business at 10398 Pacific Center Court,
San Diego, CA 92121 and HEINER DREISMANN ("Consultant").
In consideration of having been retained as a consultant to the
Company, and the compensation Consultant will receive from the
Company from time to time, Consultant hereby agrees as follows:
1. The amount of time Consultant will spend as a Consultant
to the Company, the nature of the services provided,
Consultant’s compensation and Consultant’s social
security number are set forth in Exhibit "A". In rendering such
services to the Company, Consultant will act as an independent
contractor and not as an employee of the Company and will be free
to devote to a third person that portion of Consultant’s
time, energy and skill that Consultant has not agreed to devote to
the Company; provided, however, that Consultant will not during the
term hereof provide to any person or entity any services related to
the subject matter or nature of the services to be provided
hereunder without the prior written consent of the Company. The
Company or Consultant may terminate this Agreement at any time upon
thirty (30) days’ written notice to the other party,
with or without cause.
2. Consultant understands that nothing in this Agreement is
intended to, or should be construed to, create a partnership,
agency, joint venture or employment relationship between the
Company and Consultant. Consultant also understands that Consultant
will not be entitled to any of the benefits which the Company may
make available to its employees, including, but not limited to,
group health or life insurance, profit sharing or retirement
benefits. Consultant also understands that Consultant is not
authorized to make any representation, contract or commitment on
behalf of the Company unless specifically requested or authorized
in writing to do so by the Company. Consultant will file, on a
timely basis, all tax returns and payments required to be filed
with, or made to, any federal, state or local tax authority with
respect to the performance of services and receipt of fees under
this Agreement. Consultant is solely responsible for, and must
maintain adequate records of, expenses incurred in the course of
performing services under this Agreement. No part of
Consultant’s compensation will be subject to withholding by
the Company for the payment of any social security, federal, state
or any other employee payroll taxes. The Company will regularly
report amounts paid to Consultant by filing Form 1099-MISC with the
Internal Revenue Services as required by law.
3. Consultant understands the Company possesses and will
continue to possess valuable information that has been created,
discovered or developed, or has otherwise become known to the
Company, including without limitation, information created,
discovered or developed or made known by Consultant (and within the
scope of this Agreement) or to Consultant during the period of or
arising out of Consultants retention as a consultant by the
Company, and/or in which property rights have been assigned or
otherwise conveyed to the Company, which information has commercial
value in the business in which the Company is engaged. All of this
information is referred to as "Proprietary Information." By way of
illustration, but not limitation, Proprietary Information includes
trade secrets, processes, formulae, scientific data and results,
data and know-how, improvements, inventions, techniques, marketing
plans, strategies and forecasts. Proprietary Information also
includes information of third parties received by the Company under
obligation of confidentiality.
4. All Proprietary Information will be the
sole property of the Company and its assigns, and the Company and
its assigns shall be the sole owner of all patents and other rights
in connection therewith. Consultant hereby assigns to the Company
any rights Consultant may have or acquire in all Proprietary
Information. At all times while retained as a Consultant by the
Company and at all times after termination of such retention as a
Consultant, Consultant will keep in confidence and trust all
Proprietary Information or anything relating to it and Consultant
will not divulge any Proprietary Information to any third party or
use Proprietary Information in any manner without the written
consent of the Company.
5. Consultant agrees that during the period that Consultant is
retained as a consultant to the Company, Consultant will not,
without the Company’s express prior written consent, engage
in an employment or activity (whether as a consultant, adviser or
otherwise) in any business competitive with the Company.
6. All documents, data, records, apparatus, equipment and other
physical property, whether or not pertaining to Proprietary
Information, furnished to Consultant by the Company or produced by
Consultant or others in connection with Consultant’s
retention as a consultant will and remain the sole property of the
Company and shall be returned promptly to the Company as and when
requested by the Company. Should the Company not so request,
Consultant will in any event return and deliver all such property
upon termination of Consultant’s retention as a consultant by
Consultant or by the Company for any reason and Consultant will not
remove from the Company or retain any such property or any
reproduction of such property upon such termination.
7. Consultant agrees that for a period of two (2) years
following termination of the consulting relationship with the
Company, Consultant will not solicit or in any manner encourage
employees of the Company to leave its employ.
8. Consultant will promptly disclose to the Company, or any
persons designated by the Company, all improvements, inventions,
formulae, processes, techniques, know-how and data, whether or not
patentable, made or conceived or reduced to practice or learned by
Consultant, either alone or jointly with others, during the period
of retention as a consultant which (a) result from tasks
assigned Con
|
