EXHIBIT 10.42
EMPLOYEE
CONFIDENTIALITY, INVENTION
ASSIGNMENT
AND NON-COMPETE
AGREEMENT
THIS EMPLOYEE CONFIDENTIALITY,
INVENTION ASSIGNMENT AND NON-COMPETE AGREEMENT
(“Agreement”) is made as of the date set forth on the
signature page below between Inspire Pharmaceuticals, Inc.
(“Inspire”), and the person whose name is set forth on
the signature page below as Employee
(“Employee”).
In consideration of Employee’s
employment or continued employment by Inspire, with the intention
that this Agreement shall apply to the entire period of
Employee’s employment with Inspire (including the period
prior to the date of this Agreement), Employee hereby agrees as
follows:
1. C ONFIDENTIAL I NFORMATION D EFINED .
“Confidential Information” means trade secrets,
proprietary information and materials, and confidential knowledge
and information which includes, but is not limited to, matters of a
technical nature (such as discoveries, ideas, concepts, designs,
drawings, specifications, techniques, models, diagrams, test data,
scientific methods and know-how, and materials such as reagents,
substances, chemical compounds, subcellular constituents, cell or
cell lines, organisms and progeny, and mutants, derivatives or
replications derived from or relating to any of the foregoing
materials), and matters of a business nature (such as the identity
of customers and prospective customers, the nature of work being
done for or discussed with customers or prospective customers,
suppliers, marketing techniques and materials, marketing and
development plans, pricing or pricing policies, financial
information, plans for further development, and any other
information of a similar nature not available to the
public).
“Confidential
Information” shall not include information that: (a) was in
Employee’s possession or in the public domain before receipt
from the Company, as evidenced by the then existing publication or
other public dissemination of such information in written or other
documentary form; (b) becomes available to the public through no
fault of Employee; (c) is received in good faith by Employee from a
third party who is not subject to an obligation of confidentiality
to the Company or any other party; or (d) is required by a judicial
or administrative authority or court having competent jurisdiction
to be disclosed by Employee, provided that Employee shall promptly
notify the Company and allow the Company a reasonable time to
oppose or limit such order.
2. N ON -D ISCLOSURE OF C
ONFIDENTIAL I NFORMATION OF I
NSPIRE . Employee acknowledges that, during the period
of Employee’s employment with Inspire, Employee has had or
will have access to Confidential Information of Inspire. Therefore,
Employee agrees that both during and after the period of
Employee’s employment with Inspire, Employee shall not,
without the prior written approval of Inspire, directly or
indirectly (a) reveal, report, publish, disclose or transfer any
Confidential Information of Inspire to any person or entity, or (b)
use any Confidential Information of Inspire for any purpose or for
the benefit of any person or entity, except as may be necessary in
the performance of Employee’s work for Inspire.
3. N ON -D ISCLOSURE OF C
ONFIDENTIAL I NFORMATION OF O
THERS . Employee acknowledges that, during the period
of Employee’s employment with Inspire, Employee may have had
or will
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have access to Confidential Information of third
parties who have given Inspire the right to use such Confidential
Information, subject to a non-disclosure agreement between Inspire
and such third party. Therefore, Employee agrees that both during
and after the period of Employee’s employment with Inspire,
Employee shall not, without the prior written approval of Inspire,
directly or indirectly (a) reveal, report, publish, disclose or
transfer any Confidential Information of such third parties to any
person or entity, or (b) use any Confidential Information of such
third parties for any purpose or for the benefit of any person or
entity, except as may be necessary in the performance of
Employee’s work for Inspire.
4. P ROPERTY OF I
NSPIRE . Employee acknowledges and agrees that all
Confidential Information of Inspire and all reports, drawings,
blueprints, materials, data, code, notes and other documents and
records, whether printed, typed, handwritten, videotaped,
transmitted or transcribed on data files or on any other type of
media, and whether or not labeled or identified as confidential or
proprietary, made or compiled by Employee, or made available to
Employee, during the period of Employee employment with Inspire
(including the period prior to the date of this Agreement)
concerning Inspire’s Confidential Information are and shall
remain Inspire’s property and shall be delivered to Inspire
within five (5) business days after the termination of such
employment with Inspire or at any earlier time on request of
Inspire. Employee shall not retain copies of such Confidential
Information, documents and records.
5. P ROPRIETARY N OTICES .
Employee shall not, and shall not permit any other person to,
remove any proprietary or other legends or restrictive notices
contained in or included in any Confidential
Information.
6. I NVENTIONS .
(a) Employee shall promptly, from
time to time, fully inform and disclose to Inspire in writing all
inventions, copyrightable material, designs, improvements and
discoveries of any kind which Employee now has made, conceived or
developed (including prior to the date of this Agreement), or which
Employee may later make, conceive or develop, during the period of
Employee’s employment with Inspire, which pertain to or
relate to Inspire’s business or any of the work or businesses
carried on by Inspire (“Inventions”). This covenant
applies to all such Inventions, whether or not they are eligible
for patent, copyright, trademark, trade secret or other legal
protection; and whether or not they are conceived and/or developed
by Employee alone or
