Exhibit 10.2
CONFIDENTIAL INFORMATION AND
ASSIGNMENT OF INVENTIONS AGREEMENT
This Agreement is
made as of the
day of
, , between OrthoLogic,
Corp., a Delaware corporation with its principal place of business
in Arizona (the “Company”), and
(the “Individual”).
RECITALS
A. The
Individual is engaged by the Company, or is about to be engaged by
the Company, as its
(the “Engagement”).
B. The
Individual has been, or will be, given access by the Company to
confidential and proprietary information of the Company.
C. The
Company has retained the Individual pursuant to the terms of
.
AGREEMENTS
IN
CONSIDERATION of the foregoing and other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
Individual and the Company agree as follows:
1.
Nondisclosure of Proprietary Information . The Company
invents, develops, manufactures and markets processes and products
that involve experimental or inventive work. The Company’s
success depends upon the protection of these processes and products
by patent or by secrecy. The Individual has had, or may have,
access to the Company’s “Proprietary
Information.” Access to this Proprietary Information is given
to the Individual only if the Individual agrees to keep that
information secret as follows:
(a) “Proprietary
Information” shall mean: (i) any and all methods,
inventions, improvements, information, data or discoveries, whether
or not patentable, relating to the business or operations of the
Company that are secret, proprietary, confidential or generally
undisclosed, (including information originated or provided by the
Individual during the term of the Engagement) in any area of
knowledge, including information concerning trade secrets,
processes, software, products, patents, inventions, formulae,
apparatus, techniques, technical data, improvements,
specifications, servicing, attributes and relative attributes
relating to any of the Company’s equipment, devices,
processes or products; and (ii) if and to the extent
maintained as confidential by the Company, the identities of the
Company’s customers and potential customers
(“Customers”) including Customers the Individual
successfully cultivates or maintains during his Engagement using
the Company’s products, name or infrastructure; the
identities of contact persons at Customers; the preferences, likes,
dislikes and technical and other requirements of Customers and
contact persons with respect to product types, pricing, sales
calls, timing, sales terms, rental terms, lease terms, service
plans, and other marketing terms and techniques; the
Company’s business methods, practices, strategies, forecasts,
know-how, pricing, and marketing plans and techniques; the identity
of key accounts; the identity of potential key accounts; and the
identities of the Company’s key Patient Service
Representatives and employees. Notwithstanding the foregoing,
Proprietary Information shall not be deemed to include
(i) information that was known to the
Individual prior to the
Engagement with the Company; or (ii) information that is or
hereafter becomes publicly available or known to the general public
without a breach or fault on the part of the Individual; or
(iii) information that is made available to third parties by
the Company without restrictions on disclosure; or
(iv) information that is rightfully received by the Individual
subsequent to the termination of the Engagement from a third party
without any obligation of confidentiality, or (v) information
that is independently developed by the Individual subsequent to the
termination of the Engagement without the use of Proprietary
Information; or (vi) information that the Individual is
requested or required to disclose by a court, by governmental
action or otherwise in connection with legal proceedings (by oral
question, interrogatories, requests for information or documents,
subpoena, civil investigative demand or similar process), provided
the Individual gives the Company reasonable notice of such request
or requirement so that the Company may seek a protective order, if
appropriate.
(b) The
Individual acknowledges that the Company has exclusive property
rights to all Proprietary Information and the Individual hereby
assigns all rights he might otherwise possess in any Proprietary
Information to the Company. Except as required in the performance
of the duties of his Engagement with the Company or as otherwise
permitted pursuant to this Agreement, the Individual will not at
any time during or after the term of his Engagement, without the
prior written consent of the Company, directly or indirectly use,
communicate, disclose, disseminate, lecture upon, publish articles
or otherwise put in the public domain, any Proprietary
Information.
(c) All
documents, records, notebooks, notes, memoranda, data bases, and
similar repositories containing Proprietary Information made or
compiled by the Individual at any time, including any and all
copies thereof, are and shall be the property of the Company, shall
be held by him in trust solely for the benefit of the Company, and
shall be delivered to the Company by him on the termination of his
Engagement or at any other time upon the request of the
Company.
(d) The
Individual agrees to certify in writing at or before final
termination of the Engagement that the Individual no longer has in
the Individual’s possession, custody or control of any copies
of any business documents generated at or relating to the Company
nor any Proprietary Information, whether in hard copy, on a
computer’s hard drive, on disks or in any other form or
media.
(e) For
a period of three (3) years following the termination of the
Engagement, the Individual agrees to provide notification, at the
start of any new engagement or employment, to all subsequent
employers or contracting parties who are involved in any way in the
medical products or services industry or are otherwise competitors
of the Company, of the terms and conditions of this Agreement,
along with a copy of this Agreement.
2.
Inventions .
(a) For
purposes of this Section 2, the term “Inventions”
shall mean discoveries, concepts, and ideas, whether patentable or
not, including improvements, know-how, data, processes, methods,
formulae, and techniques, concerning any past, present or
prospective Company activities that the Individual makes, discovers
or conceives (whether or not during the hours of his Engagement or
with the use of the Company’s facilities, materials or
personnel), either solely or jointly with others during his
Engagement by the Company and, if based on Proprietary
2
Information, at any time after
termination of such Engagement. All Inventions shall be solely the
property of the Company and the Individual agrees to perform the
requirements of this Section with respect thereto without the
payment by the Company of any royalty or any consideration other
than as provided in this Agreement.
(b) The
Indiv
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