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Exhibit
10.13
EMPLOYEE PROPRIETARY
INFORMATION
AND
INVENTIONS ASSIGNMENT
AGREEMENT
The undersigned
(the “Employee”), is an employee of MIMEDX, INC.
a corporation under the laws of the State of Florida, USA, or a
subsidiary of MIMEDX, INC. (the “Company”)
(together referred to as “Parties,” or individually as
“Party”), and in partial consideration of and as a
condition of Employee’s employment or continued employment by
the Company, and effective as of the date hereof, Employee hereby
agrees as follows:
1.
Confidentiality Obligation Trade Secrets . Commencing on
the date hereof and continuing until the fifth anniversary of the
last day Employee’s employment with the Company, Employee
shall hold all Confidential Information in confidence and shall not
disclose, use, copy, publish, summarize or remove from the premises
of the Company, any Confidential Information, except (a) as
necessary for Employee’s provision of employment services,
(b) following the termination or expiration of
Employee’s employment, only as specifically authorized in
writing by the Company or (c) as otherwise required pursuant
to valid judicial order, provided Employee shall provide prior
written notice of such order to, and shall use Employee’s
best efforts to cooperate with, the Company to obtain a protective
order or other appropriate remedy to ensure that confidential
treatment will be accorded such Confidential Information. If, in
the absence of a protective order, Employee determines, upon the
advice of counsel, that Employee is required to disclose such
information, Employee may disclose only Confidential Information
specifically required and only to the extent compelled to do so.
Notwithstanding anything herein to the contrary, Employee’s
obligations regarding the Company’s Trade Secrets shall
survive the termination of Employee’s employment for any
reason and shall continue thereafter for the maximum period of time
permitted under applicable law.
2. Company
Property . All papers, records, data, notes, drawings,
files, documents, and other materials, including all copies of such
materials, relating to the employment services or the business of
the Company that Employee possesses or creates as a result of or
during Employee’s employment by the Company, whether or not
confidential, are the sole and exclusive property of the Company.
In the event of the termination for any reason of Employee’s
employment with the Company, Employee will promptly deliver all
such materials to the Company. In addition, Employee will not bring
onto the Company’s premises any unpublished document or other
property belonging to any of Employee’s former or existing
employers without the prior written consent of such employers and
the Company.
3.
Inventions . Employee agrees that all Subject Inventions
conceived or first reduced to practice by Employee as part of or
related to Employee’s employment by the Company, and all
patent rights and copyrights in and to such Subject Inventions will
become the property of the Company. Employee hereby irrevocably
assigns and agrees to assign to the Company or Company’s
designee, without further consideration, all of Employee’s
entire right, title, and interest in and to all Subject Inventions,
other than the Excluded Inventions, including, without limitation,
all rights to obtain, register, perfect, and enforce patents,
copyrights, and other intellectual property protection for the
Subject Inventions.
E MPLOYEE P
ROPRIETARY I NFORMATION
AND I NVENTIONS A
SSIGNMENT A GREEMENT
4.
Copyrights . Employee agrees to assign and hereby does
assign to the Company all right, title and interest in and to all
copyrights that Employee may have now or in the future in and to
such Subject Works. To the fullest extent possible, the Subject
Works shall be deemed a “work made for hire” for the
purposes of U.S. Copyright Act, 17 U.S.C. § 101 et
seq. , as amended. In addition, to the extent that Employee has
any right of attribution and/or integrity in or to any specific
portion of the Subject Works under the laws of the United States of
America (including but not limited to 17 USC 106A) or any foreign
country, Employee hereby waives (a) any right to prevent the
distortion, mutilation, modification or destruction of the original
art and (b) any right to require that Employee’s name be
used in association with that specific portion of the Subject Works
or with any work based thereon. The waiver specified by this
Section 4 shall be for the benefit of the Company and shall
survive the expiration or termination for any reason of
Employee’s employment by the Company.
5.
License . To the extent that the Company’s use or
exploitation of the Subject Inventions or Subject Works made or
contributed by Employee hereunder may require a license from
Employee under any other proprietary rights held by Employee,
Employee hereby grants the Company a fully-paid, royalty-free,
non-exclusive, perpetual, worldwide license, with unlimited right
to sublicense, to make, use, sell, copy, modify, prepare derivative
works of, publish, distribute, perform, display and otherwise
exploit such Subject Inventions or Subject Works. The Company may
freely transfer or assign its rights generally in the Subject
Inventions or Subject Works.
6. Invention
Disclosure . Employee will disclose promptly and in writing
to the Company, all Inventions and Works which Employee has
conceived, made, will make or have reduced or will reduce to
practice as part of or related to Employee’s employment by
the Company and Employee will make such disclosures in a form that
will allow the Company to determine if any such Inventions or Works
are Subject Inventions or Subject Works as applicable. Employee
hereby represents to the Company that, except in relation to the
Excluded Inventions, Employee owns no Inventions, patent
registrations or applications, or copyright registrations or
applications, individually or jointly with others.
7.
Cooperation in Patent and Copyright Applications and Ownership
Rights . Employee agrees that should the Company elect to
file an application for patent or copyright protection, either in
the United States or in any foreign country on a Subject Invention
or Subject Work of which Employee is or was an inventor, creator or
author, Employee will execute all necessary truthful papers,
including formal assignments to the Company relating to such patent
and/or copyright applications and provide all such cooperation and
assistance as is reasonably required for the orderly prosecution of
any such applications or assignments. Employee further agrees that
he or she will execute and deliver to the Company, its successors
and assigns, any assignments and documents the Company requests for
the purpose of establishing, evidencing, and enforcing or defending
its complete, exclusive, perpetual, and worldwide ownership of all
right, title, and interest of every kind and nature, in and to a
Subject Invention or Subject Work, and Employee constitutes and
appoints the Company as his or her agent and attorney-in-fact to
execute and deliver any such assignments or documents, including
applications for patent or copyright protection, this power and
agency being coupled with an interest and being irrevocable.
Employee’s obligations under this Section 7 shall
continue during
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ROPRIETARY I NFORMATION
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SSIGNMENT A GREEMENT
2
the term of the
Employee’s employment with the Company and shall survive the
termination or expiration for any reason or no reason of the
Employee’s employment with the Company.
8.
Representations and Prior Agreements . Employee
represents and warrants to the Company that no provision of any
agreement by which Employee is bound (i) prohibits or in any
way restricts Employee’s employment by the Company or
(ii) requires Employee to assign or otherwise transfer to any
person or entity, other than the Company, any Work or Invention
created, conceived or first reduced to practice by Employee as part
of or related to Employee’s provision of employment services.
In addition, Employee represents and warrants to the Company that
(a) Employee will not use any Trade Secrets or any third party
in Employee’s provision of employment services and the
Subject Inventions and (b) except as otherwise agreed to in
writing by the Company, the Subject Works will contain only
original Inventions and Works conceived, developed and reduced to
practice by Employee.
9. Agreements
With Third Parties . Employee acknowledges that the Company
from time to time may have agreements with other persons which
impose obligations or restrictions on the Company regarding
Inventions or Works made during the course of work under such
agreements or regarding the confidential nature of such work.
Employee agrees to be bound by all
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