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CYNAPSUS THERAPEUTICS INC. | CYNAPSUS THERAPEUTICS INC

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Title: NON-DISCLOSURE, NON-SOLICITATION AND NON-COMPETITION AGREEMENT
Governing Law: Ontario     Date: 11/12/2015
Industry: Biotechnology and Drugs     Sector: Healthcare

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Exhibit 10.13

 

NON-DISCLOSURE, NON-SOLICITATION AND NON-COMPETITION AGREEMENT

 

THIS AGREEMENT is made as of this 6 th day of October, 2014.

 

BETWEEN:

 

CYNAPSUS THERAPEUTICS INC.

 

(hereinafter called the “ Corporation ”)

 

- and -

 

THIERRY BILBAULT

 

(hereinafter called the “ Executive ”)

 

WHEREAS the Corporation is a specialty pharmaceutical company developing a drug to treat the motor symptoms of Parkinson’s disease;

 

AND WHEREAS it would be to the detriment of the Corporation if the Executive were to become associated with a competitor of the Corporation, to solicit or accept remuneration from clients or suppliers of the Corporation, solicit or hire employees of the Corporation or to disclose confidential information of the Corporation;

 

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

 

1.                           Confidential Information

 

(a)           Confidential Information is a Valuable Company Asset . The Corporation’s Confidential Information (as defined below) is a valuable, special and unique asset of the Corporation’s business and is essential to the performance of the Executive’s duties as a team member at the Corporation. It is vital to the Corporation’s legitimate business interests that the confidentiality of all Confidential Information be preserved. Use or reliance on the Confidential Information by or on behalf of any other business or commercial activity in competition with the Corporation could result in irreparable harm to the Corporation.

 

(b)           Corporation Information . The Executive agrees to hold in strict confidence, and not to use, except for the benefit of the Corporation, or to disclose to any person, firm or corporation without written authorization of the Board of Directors of the Corporation, any Confidential Information of the Corporation, and such agreement with respect to Confidential Information shall remain in effect at all times during the term of his employment and at any time thereafter.

 

 

 

 

(c)          “ Confidential Information” Defined . The Executive understands that “Confidential Information” means any and all information and knowledge regarding the business of the Corporation which the Executive assimilates or to which the Executive has access during his employment with the Corporation including, but not limited to, information about the Corporation’s proprietary methods, methodologies and disciplines, technical data, trade secrets, know-how, research and development information, product plans, products, services, clients and prospective clients as identified from time to time in the records of the Corporation, client information, employees, books and records of the Corporation, corporate relationships, suppliers, markets, computer software, computer software development, inventions, processes, formulas, technology, designs, business plans, and matters of a business nature such as information regarding marketing, recruiting, costs, pricing, finances, financial models and projections or other similar business information. The Executive further understands that Confidential Information does not include any of the foregoing items which has become publicly known and made generally available through no act of the Executive. The Executive further agrees that all Confidential Information shall at all times remain the property of the Corporation. The term “Confidential Information” will not, however, include information which (i) is or becomes publicly available other than as a result of a disclosure by the Executive, or (ii) is or becomes available to the Executive on a non-confidential basis from a source (other than by the Corporation or a representative of the Corporation) that is not prohibited from disclosing such information to the Executive by a legal, contractual or fiduciary obligation to the Corporation.

 

(d)           Former Employer Information . The Executive represents and warrants that the execution of this Agreement and performance of the Executive’s obligations hereunder will not conflict with, result in the breach of any provision of, or the termination of or constitute a default under any agreement with any other person or entity of which the Executive is a party or by which the Executive is bound. Furthermore, the Executive agrees that he will not, during his employment with the Corporation, improperly use or disclose any proprietary information or trade secrets of any former employer or other person or entity with which the Executive has an agreement or duty to keep in confidence and that the Executive will not bring onto the premises of the Corporation any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.

 

(e)           Third Party Information . The Executive recognizes that the Corporation has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Corporation’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. The Executive agrees to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out his work for the Corporation.

 

 

- 2 -

 

 

 

(f)           Corporation Property . The Executive agrees that all documents, materials, software, or other media, or information of any kind concerning any matters affecting or relating, directly or indirectly, to the Corporation’s business, products or services (collectively, “Media”), whether or not they contain or embody Confidential Information, and all Confidential Information are the exclusive property of the Corporation. The Executive agrees to exercise care in accessing, storing and disposing of Media, particularly when it includes Confidential Information. Immediately upon any termination of the Executive’s employment or at any time upon the request of the Corporation, the Executive agrees to deliver to the Corporation all Media then in his possession or control. If the Media cannot be reasonably delivered, the Executive agrees to provide reasonable evidence that the Media has been destroyed, including but not limited to, purging or erasing any computer files or data records, provided, however that the Executive will not destroy or discard any Media without prior authorization from the Corporation. The term “Media” will not, however, include information which (i) is or becomes publicly available other than as a result of a disclosure by the Executive, or (ii) is or becomes available to the Executive on a non-confidential basis from a source (other than by the Corporation or a representative of the Corporation) that is not prohibited from disclosing such information to the Executive by a legal, contractual or fiduciary obligation to the Corporation.

 

(g)           Acknowledgement of Fiduciary Duty . The Executive acknowledges that he is a fiduciary of the Corporation and owes the Corporation a duty to act in the best interests of the Corporation at all times during his employment and for a reasonable period of time following the termination for any reason of his employment. Without limiting any provision, covenant or restriction in this Agreement, the Executive acknowledges that he shall not use or assist in the use of any Confidential Information or Media for the Executive’s personal benefit or the benefit of a third party.

 

2.                           Inventions

 

(a)           Inventions Retained and Licensed . The Executive has attached hereto as Schedule “A” a list describing all inventions, original works of authorship, developments, improvements and trade secrets, if any, which:

 

(i)

were made by him prior to his employment with the Corporation,

 

(ii)

which belong to him, and

 

(iii)

which relate to the Corporation’s current or anticipated business, products or services (collectively referred to as “Prior Inventions”).

 

The Prior Inventions are not being assigned to the Corporation hereunder. If no such list is attached, the Executive represents that there are no such Prior Inventions. If in the course of his employment with the Corporation, the Executive incorporates a Prior Invention owned by him or in which the Executive has an interest into a Corporation product, process, client deliverable or machine:

 

(A)

the Corporation is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use, copy, sublicense and sell such Prior Invention as part of or in connection with such product, process, client deliverable or machine, and

 

 

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(B)

the Executive shall not have any right, title or interest in or to such the Corporation product, process, client deliverable or machine.

 

(b)           Assignment of Inventions . The Executive agrees to promptly make full written disclosure to the Corporation and will hold in trust for the sole right and benefit of the Corporation, and the Executive hereby assigns to the Corporation, or its designee, all the Executive’s right, title and interest in and to any and all Inventions (defined b


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