Try our advanced search >>
CLAUSES Search Contract Clauses >>
Browse Contract Clause Library>>

Non-disclosure, Non-solicitation And Non-competition Agreement

NonDisclosure Agreement NDA

Legal Documents
You are currently viewing:

 This NonDisclosure Agreement NDA involves


. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Governing Law: Ontario     Date: 11/12/2015
Industry: Biotechnology and Drugs     Sector: Healthcare

join now
50 of the Top 250 law firms use our Products every day


Exhibit 10.12




THIS AGREEMENT is made as of this 1st day of January, 2006





(together with its present and future parent company, affiliates and subsidiaries)

(hereinafter called the "Corporation")


- and -



(hereinafter called the "Employee").


WHEREAS the Corporation is in the business of researching and developing novel pharmaceutical products that target the endocannabinoid system;


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


NOW THEREFORE THIS AGREEMENT WITNESSETH 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 (defined below) is a valuable, special and unique asset of the Corporation’s business, access to and knowledge of which are essential to the performance of Employee’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 Employee 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 or her employment and at any time thereafter.





(c)             "Confidential Information" Defined . Employee understands that "Confidential Information" means any and all information and knowledge regarding the business of the Corporation which the Employee assimilates or to which the Employee has access during his or her 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. Employee 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 Employee. Employee further agrees that all Confidential Information shall at all times remain the property of the Corporation.


(d)             Former Employer Information . Employee represents and warrants that the execution of this Agreement and performance of the Employee’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 Employee is a party or by which the Employee is bound. Furthermore, Employee agrees that he or she will not, during his or her 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 Employee has an agreement or duty to keep in confidence and that Employee 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 . Employee 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. Employee 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 or her work for the Corporation.


(f)             Corporation Property . Employee 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. Employee agrees to exercise care in accessing, storing and disposing of Media, particularly when it includes Confidential Information. Immediately upon any termination of Employee’ s employment or at any time upon the request of the Corporation, Employee agrees to deliver to the Corporation all Media then in his or her possession or control. If the Media cannot be reasonably delivered, the Employee 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 Employee will not destroy or discard any Media without prior authorization from the Corporation.



- 2 -




(g)             Acknowledgement of Fiduciary Duty . Employee acknowledges that he or she 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 or her employment and for a reasonable period of time following the termination for any reason of his or her employment. Without limiting any provision, covenant or restriction in this Agreement, the Employee acknowledges that he or she shall not use or assist in the use of any Confidential Information or Media for the Employee’s personal benefit or the benefit of a third party.


2.                            Inventions


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



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



which belong to him or her, and



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, Employee represents that there are no such Prior Inventions. If in the course of his or her employment with the Corporation, Employee incorporates a Prior Invention owned by him or her or in which Employee has an interest into a Corporation product, process, client deliverable or machine:



the Corporation is hereby granted and shall have a non-exclusive, 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



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


(b)             Assignment of Inventions . Employee 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 Employee hereby assigns to the Corporation, or its designee, all Employee’s right, title and interest in and to any and all Inventions (defined below). Employee understands and agrees that "Inventions" means any ideas, discoveries, know-how, innovations, writings, works of authorship, drawings, designs, inventions, trade secrets, business plans, developments and improvements, whether or not patentable or registrable under copyright or similar laws, or reduced to practice or writing, which Employee solely or jointly conceives or develops during the period Employee is employed by the Corporation or reduces to practice either during employment by the Corporation or within one year thereafter, and which:



- 3 -





relate to the Corporation’s current or anticipated business, products or services; or


continue to document