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EXHIBIT 10.3
SECOND AMENDED NON-DISCLOSURE AND INVENTIONS
AGREEMENT
This
Second Amended Non-Disclosure and Inventions Agreement dated
as of December 7, 2007 by and between Matritech, Inc., a
Delaware corporation (the “Company”), and Stephen
D. Chubb (the “Employee”) replaces and supersedes
the the Amended Non-Disclosure and Inventions Agreement dated
October 5, 2007.
WHEREAS,
the Employee is presently employed by the Company as its
Chairman and Chief Executive Officer;
WHEREAS,
the Employee and the Company agree that certain information
regarding the Company’s product research and
development, its business planning and marketing strategy, and
other Company proprietary information and trade secrets
relating to the products, services and business of the Company
that the Employee may obtain during the course of his services
for the Company should be used exclusively for the benefit of
the Company;
NOW,
THEREFORE, in consideration of the mutual covenants and
conditions herein contained, the parties hereto agree as
follows:
1.
Term. The term of this Agreement shall
commence as of the date of this Agreement and shall terminate
when the Employee shall cease to serve the Company, or any
affiliate or subsidiary thereof, in the capacity of an
employee or officer (such service is described herein as
maintaining a “Business Relationship” with the
Company). The parties agree that service only as a
director of the Company shall not constitute maintaining a
Business Relationship for purposes of this Agreement during
any period when (a) the Employee has no employment
relationship with the Company and (b) the Company is not an
operating company (after it has sold substantially all its
assets).
2.
Proprietary Information. For purposes of
this Agreement, the term “Proprietary Information”
shall mean all knowledge and information which the Employee
has acquired or may acquire as a result of, or related to, his
Business Relationship with the Company concerning the
Company’s business, finances, operations, strategic
planning, research and development activities, products,
molecules, organisms, laboratory materials, prototypes,
software programs, firmware, designs, systems, improvements,
applications, processes, trade secrets, services, cost and
pricing policies, and including, but not limited to,
information relating to formulae, diagrams, schematics, notes,
data, memoranda, methods, know-how, techniques, inventions,
and purchasing, merchandising and selling
strategies. Notwithstanding the foregoing sentence,
but subject to Section 4 hereof, such Proprietary Information
does not include (i) information which is or becomes publicly
available (except as may be disclosed by the Employee in
violation of this Agreement), (ii) information acquired by the
Employee from a third-party source other than the Company or
any of its employees, consultants or shareholders, which
source legally acquired such information directly from the
Company, or (iii) information of a general nature and
specifically information regarding the
biochemical
and biotechnological industries known to the Employee prior
hereto or acquired by the Employee during the term hereof by
reason of his other business activities, regardless of its
incorporation into Proprietary Information produced by him or
others for the Company hereunder.
3.
Nondisclosure Obligation. The Employee
agrees that he will not at any time, either during or after
the term of this Agreement, without prior written consent of a
majority of the members of the Board of Directors of the
Company other than the Employee, divulge or disclose to anyone
outside the Company, or appropriate for his own use or the use
of any third party, any such Proprietary Information, and will
not during his engagement by the Company or at any time
thereafter, disclose or use or attempt to use any such
Proprietary Information for his own benefit, or the benefit of
any third party, or in any manner which may injure or cause
loss or may be calculated to injure or cause loss to the
Company. The Employee’s obligation not to
disclose information to third parties shall lapse on the fifth
anniversary of the termination of this
Agreement. The Employee shall obtain from
personnel, agents or other representatives employed or engaged
by him to perform any work for the Company an agreement which
contains the provisions of this Agreement.
The
Employee further agrees not to make any notes, memoranda,
drawings or models relating to any matter within the scope of
the Proprietary Information at any time otherwise than for the
benefit of the Company, and, either during or after the
termination of the Agreement, to use or permit to be used any
notes, memoranda, report, sketches, technical data, drawings
or models otherwise than for the benefit of the
Company. Upon termination of his Business
Relationship with the company, the Employee shall deliver all
such notes, memoranda, reports, sketches, technical data,
drawings and models and any other related information and all
copies thereof made during the term of this Agreement to the
Company at its principal executive office. The
terms and provisions of this Section 3 shall apply with equal
force and effect to the Employee’s work product
hereunder and to all other property of the
Company.
4.
Assignment of Inventions. It is expressly
understood and agreed that any and all right or interest of
the Employee in any business strategies and planning, vendor
and customer lists, costs and pricing policies, designs
systems, formulas, molecules, organisms, prototypes, products,
trade secrets, inventions, discoveries, know-how, technical
information, materials developed, or otherwise obtained by the
Employee during the term of this Agreement which directly or
indirectly relate to or arise out of the services rendered to
the Company by the Employee or the Proprietary Information
(the “Inventions”) are works for hire and are
hereby assigned to the Company by the Employee and shall be
the sole and exclusive property of the Company. In
addition, in consideration of this Agreement, the sale of
stock of the Company to the Employee and the parties’
mutual interest in nuclear matrix proteins and the commercial
applications thereof,
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