CONFIDENTIAL INFORMATION AND ASSIGNMENT OF INVENTIONS AGREEMENTInvention Assignment Agreement |
|
|
|
You are currently viewing: This Invention Assignment Agreement involves
ORTHOLOGIC CORP. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Invention Assignment Agreement by:
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&






