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EXHIBIT 10.43
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
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