This NonDisclosure Agreement NDA involves
Title: NON-DISCLOSURE AND INVENTIONS ASSIGNMENT AGREEMENT
Governing Law: Massachusetts Date: 3/23/2012
NON-DISCLOSURE AND INVENTIONS ASSIGNMENT AGREEMENT
The undersigned (“ Employee ”), in consideration and as a condition of the undersigned’s engagement or continued engagement as an employee, officer, consultant and/or director (a “Business Relationship”) of Tesaro, Inc., a Delaware corporation (the “ Company ”), does hereby covenant and agree with the Company with respect to the matters hereinafter set forth as of the date set forth on the signature page hereto:
1. Non-Disclosure .
1.1 Employee understands that the Company continually obtains and develops proprietary and confidential information concerning its technical and business affairs (“Confidential Information”) which may become known to Employee in connection with his or her Business Relationship with the Company.
1.2 Employee acknowledges that all Confidential Information, whether or not in writing and whether or not identified as confidential or proprietary, is and shall remain the exclusive property of the Company or the third party providing such information to Employee or the Company. By way of illustration, but not limitation, it is understood that Confidential Information includes information relating to (i) corporate information, including plans, strategies, methods, policies, resolutions, negotiations or litigation; (ii) financial information, including status or content of licensing or other collaboration, cost and performance data, sources of supply, debt arrangements, equity structure, investors and holdings, purchasing, sales data, price lists and cost information; (iii) operational or technological information and any information constituting intellectual property, including trade secrets, scientific, clinical and regulatory information and data, research and development activities and results, specifications, compound designs or structures, procedures, know-how, show-how, formulas, discoveries, inventions, improvements, concepts and ideas and any works of authorship based on or derived from any of the foregoing items; (iv) marketing information, including strategies, methods, customers, prospects, or market analyses or projections, and the identities and special needs of the customers or suppliers of the Company; and (v) personnel information, including personnel lists, reporting or organizational structure, resumes, personnel data, compensation structure (including equity grants), performance evaluations and termination arrangements or documents. Confidential Information shall also include any comparable information that the Company has received belonging to others or which was received by the Company with an obligation or understanding that it would not be disclosed.
1.3 Employee agrees that, as between the undersigned and the Company, all Confidential Information is and will be the sole and exclusive property of the Company and its successors and assigns, even if such Confidential Information is not in the nature of a trade secret or otherwise marked confidential. Employee will not at any time, whether during or after the termination or cessation of his or her Business Relationship for any reason, reveal to any person, association or company any Confidential Information, even if not in the nature of a trade secret or otherwise marked confidential, except as may be required in the ordinary course of performing duties in connection with his or her Business Relationship with the Company.
Confidential Information shall not apply to information that (A) was known to the public prior to its disclosure to Employee; (B) becomes generally known to the public subsequent to disclosure to Employee through no wrongful act of Employee or any representative of Employee; or (C) Employee is required to disclose by applicable law, regulation or legal process (provided that Employee provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information).
1.4 Employee will cooperate with the Company and will use all reasonable precautions to prevent the unauthorized disclosure of all Confidential Information. Both during his or her Business Relationship and at all times after termination or cessation of such Business Relationship for any reason, Employee shall keep secret all Confidential Information entrusted to Employee, even if not in the nature of a trade secret or otherwise marked confidential, and shall not use, attempt to use, or permit to be used any such Confidential Information for any purposes other than the sole purpose of performing his or her duties on behalf of and for the benefit of the Company. Except in the good faith performance of Employee’s duties in connection with his or her Business Relationship with the Company, Employee will not use, attempt to use, or permit to be used any Confidential Information for the benefit of Employee or any third party, or in any manner which may injure or cause loss or may be calculated to injure or cause loss, whether directly or indirectly, to the Company.
1.5 Employee understands that the Company is now, and may hereafter be subject to, non-disclosure or confidentiality agreements with third parties which require the Company to protect and/or refrain from the use of confidential or proprietary information of such third parties in accordance with the terms set forth therein. As directed by the Company, Employee agrees to be bound by, and hereby becomes bound to, the terms of such agreements in the event that Employee has access to the confidential and proprietary information of such third parties.
1.6 Employee agrees to deliver to the Company all tangible copies of any Confidential Information in Employee’s possession or control, including any notes, memoranda, summaries or any other works of authorship that incorporate portions of any Confidential Information, upon the earlier of a request by the Company or the termination or cessation of his or her Business Relationship with the Company for any reason.
1.7 Employee acknowledges that all documents, records, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, which are furnished to Employee by the Company or are produced by Employee in connection with his or her Business Relationship will be and remain the sole property of the Company. Any property situated on the Company’s premises and owned by the Company, including, without limitation, computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time. Employee will return to the Company all such materials and property as and when requested by the Company. In any event, Employee will return all such materials and property immediately upon termination of his or her Business Relationship for any reason. Employee will not take, remove or retain any such material or property or any copies thereof upon such termination. Employee may retain the Employee’s rolodex and similar address books provided that such items only include contact information.
2. Assignment of Inventions .
2.1 For purposes of this Agreement, the term “ Invention ” means any (i) idea, invention, modification, discovery, design, development, improvement, composition, process, formula, data, method, technique, work of authorship, know-how, show-how, patent, copyright, moral right, trade name, trademark, trade secret or any other form of intellectual property right whatsoever (whether or not any of the foregoing items are reduced to practice or are protectable under any state, federal, or foreign patent, copyright, trademark, trade secrecy laws or any other analogous laws protective of intellectual property rights), and (ii) any applications or rights to apply, with respect to the items listed in the foregoing clause (i), for patent, copyright, trademark or similar registrations, or any other analogous protective filings that may be recognized under the laws of any governmental authority.
2.2 Employee acknowledges and agrees that all work performed by Employee in the course of his or her Business Relationship with the Company shall be deemed “work for hire” to the fullest extent permissible by law. Furthermore, if at any time or times during his or her Business Relationship with the Company (whether or not during normal working hours or on the premises of the Company), Employee shall (either alone or with others) make, conceive, discover, reduce to practice or become possessed of any Inventions that (i) concern the business of the Company or any of the products or services being developed, manufactured, marketed, sold or otherwise provided, planned or investigated by the Company; (ii) result from duties or tasks assigned to Employee by the Company or that are otherwise performed by Employee in the ordinary course of his or her Business Relationship; (iii) result from the use of premises, equipment, supplies, facilities or any other personal property (whether tangible or intangible) owned, leased or contracted for by the Company; or (iv) result from, incorporate, or are derived in any manner from any Confidential Information (or portions thereof) of the Company, then as between Employee and the Company, Employee agrees that such Inventions, and all the benefits thereof, shall immediately and automatically become the sole and exclusive property of the Company and its successors and designated assigns (all such Inventions collectively, the “ Company Inventions ”).
2.3 In the event that Employee retains or acquires any rights, title or interest in any Company Inventions for any reason, Employee agrees to irrevocably assign and transfer, and hereby does irrevocably assign and transfer, all of Employee’s rights, title and interest in and to all such Co