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EXHIBIT
10.45
EMPLOYEE PROPRIETARY
INFORMATION
AND
INVENTIONS ASSIGNMENT
AGREEMENT
The undersigned
(the “Employee”), is an employee of SpineMedica Corp.,
a corporation under the laws of the State of Florida, USA (the
“Company”), 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. D
EFINITIONS . Unless otherwise expressly provided
herein or unless the context otherwise requires, the following
terms shall be defined as follows:
1.1.
“Confidential Information” means all information
related to any aspect of the business of the Company which is
either information not known by actual or potential competitors of
the Company or is proprietary information or trade secrets of the
Company. Confidential Information includes, without limitation,
inventions, ideas, designs, computer programs, algorithms, trade
secrets, developmental or experimental works, processes,
techniques, improvements, know-how, data, technical and financial
information, business plans and strategies, and potential customer
lists. Confidential Information also includes the proprietary
information of potential customers, vendors, consultants, and other
parties with whom the Company does business. Confidential
Information does not include information that (a) at the time
of its disclosure, is published or generally known to the public or
(b) following its disclosure, is published or becomes
generally known to the public through no fault of
Employee.
1.2.
“Excluded Invention” means any Invention listed
on Exhibit “A” of this Agreement that existed
prior to Employee’s employment by the Company and would be a
Subject Invention if such Invention was or is made during
Employee’s employment by the Company.
1.3.
“Invention” means any idea, discovery, whether
or not patentable, including, but not limited to, any useful
process, method, formula, technique, machine, manufacture,
composition of matter, algorithm or computer program, as well as
improvements thereto, which is new or which Employee has a
reasonable basis to believe may be new.
1.4.
“Subject Invention” means any Invention which is
conceived by Employee alone or in a joint effort with others and
which indirectly or directly results from Employee’s
employment by the Company.
1.5.
“Subject Work” means any Work created by
Employee as part of or resulting from Employee’s employment
by the Company.
1.6.
“Work” means a copyrightable work of authorship,
including without limitation, any technical description for
products, user’s guides, illustrations, advertising
materials, computer programs (including the contents of read only
memories) and any contribution to such material.
2. C
ONFIDENTIALITY O BLIGATION ; T
RADE S ECRETS . Commencing on the
date hereof and continuing until the third 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
1
of the 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 the Company. Notwithstanding anything
herein to the contrary, Employee’s obligations regarding the
Company’s trade secrets shall survive the termination of the
Employee’s employment for any reason and shall continue
thereafter for the maximum period of time permitted under
applicable law.
3.
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.
4.
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.
5.
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 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 5 shall be
for the benefit of the Company and shall survive the expiration or
termination for any reason of the Employee’s employment by
the Company.
6.
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
transfer or assign such rights only as part of a transfer or
assignment by the Company of its rights generally in the Subject
Inventions or Subject Works.
7. 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
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