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EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTIONS AGREEMENT

Invention Assignment Agreement

EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTIONS AGREEMENT | Document Parties: GILEAD SCIENCES INC You are currently viewing:
This Invention Assignment Agreement involves

GILEAD SCIENCES INC

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Title: EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTIONS AGREEMENT
Governing Law: California     Date: 2/27/2007
Industry: Biotechnology and Drugs    

EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTIONS AGREEMENT, Parties: gilead sciences inc
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Exhibit 10.3

G ILEAD S CIENCES , I NC .

E MPLOYEE C ONFIDENTIAL I NFORMATION AND I NVENTIONS A GREEMENT

This Employee Confidential Information and Inventions Agreement (the “ Agreement ”) is effective as of [date] (the “ Effective Date ”) between me and Gilead Sciences, Inc., a Delaware corporation (together with its affiliates and subsidiaries, “ Gilead ”). As a material part of the consideration for my employment or continued employment by Gilead and as a condition of my employment or continued employment by Gilead and the compensation and benefits that I am paid by Gilead, I agree as follows:

1. G ENERAL . I understand that during the term of my employment I will have access to confidential and proprietary information of Gilead, including inventions that I may conceive, make or reduce to practice alone or with other Gilead employees and consultants in the course of my work as well as confidential and proprietary information of third party business partners of Gilead. I understand that my employment creates a relationship of confidence and trust with Gilead and I agree to comply with all the terms of this Agreement.

2. C ONFIDENTIAL I NFORMATION .

(a) Definition. Confidential and proprietary information (“ Confidential Information ”) means any non-public information of Gilead in any form. I understand that all of the following types of non-public information of Gilead on the list below are Confidential Information and that such list is provided to help me better understand what constitutes Confidential Information and is not a comprehensive list of all types of Confidential Information:

 

 

(i)

Inventions, including without limitation Gilead Inventions (as the term is defined in Section 3(c));

 

 

(ii)

business strategies and projections;

 

 

(iii)

research, development or commercialization plans;

 

 

(iv)

patent strategies or other information regarding Gilead’s marketed products, products or services in development, and related market information;

 

 

(v)

customer lists, including without limitation information about existing and potential customers of Gilead;

 

 

(vi)

formulas, analyses, designs, databases or other compilations of technical information, data or statistics, including without limitation data related to Gilead’s clinical and preclinical studies and clinical and preclinical studies of Gilead’s partners and grantees;

 

 

(vii)

methods or processes to identify, validate, to produce or purify biological or chemical materials, organisms, proteins, genes, gene sequences, chemical structures, expression vectors and data, targets, product specifications and compound structures;

 

 

(viii)

information relating to the regulatory status, approval or pricing of Gilead’s investigational new drugs or marketed products, including without limitation communications and correspondence with regulatory agencies;


 

(ix)

financial information of Gilead, including without limitation identities of its third party partners, financial terms of wholesales, distributors and collaboration arrangements, forecasts, tax planning, budgets, financial analyses, pricing strategies, financial audit information, employee compensation and benefits and costs of third-party services and goods;

 

 

(x)

information relating to Gilead’s employees, contractors or other service providers;

 

 

(xi)

information relating to the facilities, infrastructure, machinery, equipment, computer and telephone systems, real property or other assets of Gilead; and

 

 

(xii)

information relating to Gilead’s manufacturing processes, supply chain, distribution network, and sales channels.

(b) Use of Confidential Information . I will hold all Confidential Information in the strictest confidence, will not disclose to any person who is not a Gilead employee, consultant, attorney or accountant, and except with the written permission of a duly authorized officer of Gilead, will not use any Confidential Information for the benefit of anyone (including myself) other than Gilead. I will notify an officer of Gilead immediately if I become aware of any unauthorized use or disclosure of Confidential Information. I assign to Gilead any and all rights I may have or acquire in Confidential Information and recognize that all Confidential Information and all tangible materials containing Confidential Information are and shall remain the sole property of Gilead.

(c) Former Employer Information. I represent and warrant that my employment by Gilead does not and will not breach any agreement with any of my former employers, including any non-compete agreement or any agreement or duty to keep in confidence or refrain from using information acquired by me prior to my employment by Gilead. I will not improperly use, disclose or bring into Gilead’s facilities or store on any Gilead computer any non-public, confidential or proprietary information or trade secrets of any former employer or any other person or entity to whom I have an obligation to keep in confidence such information (“ Former Employer Information ”) without the express prior written consent of both such former employer, person or entity and Gilead.

(d) Third Party Information. I understand that in the course of business from time to time Gilead receives confidential or proprietary information from third parties (“ Third-Party Information ”) and that such Third-Party Information may be subject to an agreement by Gilead to maintain the confidentiality of such Third-Party Information and to use it only for certain limited purposes. I will hold Third-Party Information in the strictest confidence, and will not disclose or use Third-Party Information except as expressly permitted by the agreement between Gilead and such third party. If required by the terms of the agreement between Gilead and a third party, I will limit internal disclosure of Third-Party Information to other Gilead personnel who need to know such information to perform his/her duties at Gilead and who are aware of Gilead’s agreement with such third party. I will notify an officer of Gilead immediately if I become aware of any unauthorized use or disclosure of Third-Party Information.

 

2


(e) Return of Gilead Confidential Information. Upon termination of my employment at Gilead for any reason, or earlier upon Gilead’s request at any time, I will deliver to Gilead all Confidential Information and all materials, documentation and other properties of Gilead, as well as any copies, extracts, summaries or derivative works thereof, and any other materials that may embody or contain any Confidential Information or Third-Party Information, in my possession or under my control, including without limitation, those records maintained by me pursuant to Section 3(e), except that I may keep personal copies of (i) my compensation records, (ii) materials distributed to stockholders generally and (iii) this Agreement. I also recognize and agree that I have no expectation of privacy with respect to Gilead’s telecommunications, networking or information processing systems (including without limitation, stored computer files, email messages and voice messages) and that my activity and any files or messages on or using any of those systems may be subject to inspections or monitoring by Gilead’s personnel at any time without notice. If I perform any work for Gilead or related to my employment using a personal computer or storage device, I agree to notify Gilead of such use. Immediately upon termination of employment or request by Gilead, I will follow Gilead’s instructions to enable Gilead personnel to remove any Confidential Information from such computer or storage device, by the methods or processes directed by Gilead. Under no circumstance will I take any Confidential Information or Third Party Information with me when I leave Gilead. If requested , I will certify in writing to Gilead that I have complied with the obligations under this Section 2(e) within 10 days of Gilead’s request.

3. Inventions.

(a) Inventions. As used in this Agreement, the term “ Inventions ” means any ideas, concepts, information, materials, methods, processes, data, programs, know-how (including without limitation negative know-how), improvements, discoveries, developments, formulae, media, protocol, assays, specifications, designs, artwork, and other copyrightable work and techniques, together with all Intellectual Property Rights in any of the items listed above. The term “ Intellectual Property Rights ” means all trade secrets rights, copyrights, trademark rights, patent rights and other intellectual property rights recognized at any time by the laws (including statutes and common law) of any state, country or other jurisdictions.

(b) Inventions Retained and Licensed. I represent and agree that I have listed on Exhibit A to this Agreement, in a manner that does not violate any third party rights, a complete list of all Inventions that I conceived, reduced to practice, created, or otherwise developed prior to my employment with Gilead (collectively referred to as “ Prior Inventions ”), that belong to me (solely or jointly) and that relate to Gilead’s existing or reasonably contemplated business, products or research and development, and that are not assigned by me to Gilead under


 
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