CORNERSTONE BIOPHARMA, INC.
PROPRIETARY INFORMATION, INVENTIONS,
NON-COMPETITION AND NON-SOLICITATION AGREEMENT
This Proprietary
Information, Inventions, Non-competition, and Non-solicitation
Agreement (“Agreement’) is made [in
consideration for my employment/engagement — for new
employees/consultants/directors] [in consideration of an option
grant attached as Schedule 1 hereto or for the payment of $
100.00 — for existing employees/consultants/directors] by
Cornerstone BioPharma, Inc., a Delaware corporation, or its
subsidiaries or affiliates (the “ Company
”), and the compensation now and hereafter paid to me. I
hereby agree as follows:
1.1
Recognition of Company’s Rights; Nondisclosure.
At all times during my employment
and thereafter, I will hold in strictest confidence and will not
disclose or use any Proprietary Information (as defined below),
except as such disclosure or use may be required in connection with
my work for the Company or unless the Company expressly authorizes
such in writing. I will obtain the Company’s written approval
before publishing or submitting for publication any material
(written, verbal, or otherwise) that relates to my work at the
Company and/or incorporates any Proprietary Information. I agree
that upon termination of my employment I will acknowledge my
possession of Proprietary Information by signing an appropriate
list of all Proprietary Information of which I have knowledge or
about which I have acquired information. I hereby assign to the
Company any rights I may have or acquire in such Proprietary
Information and recognize that all Proprietary Information shall be
the sole property of the Company.
1.2
Proprietary Information. The term “Proprietary
Information” shall mean any and all confidential
and/or proprietary knowledge, data or information of the Company.
By way of illustration but not limitation, “Proprietary
Information” includes: (a) trade secrets, inventions,
ideas, processes, formulas, source and object codes, data,
programs, other works of authorship, know-how, improvements,
discoveries, developments, designs and techniques,
(b) information regarding plans for research, development, new
products, marketing and selling, business plans, budgets and
unpublished financial statements, licenses, prices and costs,
suppliers and customers, and (c) information regarding the skills
and compensation of other employees of the Company.
1.3 Third
Party Information. I
understand, in addition, that the Company has received and in the
future will receive from third parties confidential or proprietary
information ( “Third Party Information” )
subject to a duty on the Company’s part to maintain the
confidentiality of such information and to use it only for certain
limited purposes. During the term of my employment and thereafter,
I will hold Third Party Information in the strictest confidence and
will not disclose to anyone or use the Third Party Information,
except in connection with my work for the Company.
1.4 No
Improper Use of Information of Prior Employers and
Others. During my
employment by the Company, I will not improperly use or disclose
any confidential information or trade secrets, if any, of any
former employer or any other person to whom I have an obligation of
confidentiality. I will not bring onto the premises of the Company
any unpublished documents or any property belonging to any former
employer or any other person to whom I have an obligation of
confidentiality unless consented to in writing by that former
employer or person. I will use in the performance of my duties only
information which is generally known and used by persons with
training and experience comparable to my own, which is common
knowledge in the industry or otherwise legally in the public
domain, or which is otherwise provided or developed by the Company
or me. I represent that my performance of all the terms of this
Agreement and as an employee of the Company does not and will not
breach any agreement to keep in confidence information acquired by
me in confidence or in trust prior to my employment by the Company.
I have not entered into, and I agree 1 will not enter into, any
agreement either written or oral in conflict herewith.
2.
Assignment of
Inventions.
2.1
Proprietary Rights. The
term “Proprietary Rights” shall mean all trade
secret, patent, copyright, mask work and other intellectual
property rights throughout the world.
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2.2 Prior
Inventions. Inventions,
if any, patented or unpatented, which I made prior to the
commencement of my employment with the Company are excluded from
the scope of this Agreement. To preclude any possible uncertainty,
I have set forth on Exhibit A (Previous Inventions)
attached hereto, and incorporated herein by reference, a complete
list of all inventions that I have, alone or jointly with others,
conceived, developed or reduced to practice or caused to be
conceived, developed or reduced to practice prior to the
commencement of my employment with the Company, that I consider to
be my property or the property of third parties and that I wish to
have excluded from the scope of this Agreement (collectively,
“Prior Inventions”). If disclosure of any
such Prior Invention would cause me to violate any prior
confidentiality agreement, I understand that I am not to list such
Prior Inventions in Exhibit A but am only to disclose a
cursory name for each such invention, a listing of the party to
whom it belongs and the fact that full disclosure as to such
inventions has not been made for that reason. If no such disclosure
is attached, I represent that there are no Prior Inventions. If, in
the course of my employment with the Company, I incorporate a Prior
Invention into a Company product, process or machine, the Company
is hereby granted and shall have a nonexclusive, royalty-free,
irrevocable, perpetual, worldwide license (with rights to
sublicense through multiple tiers of sublicensees) to make, have
made, modify, use and sell such Prior Invention. Notwithstanding
the foregoing, I agree that I will not incorporate, or permit to be
incorporated, Prior Inventions in any Company Inventions (as
defined below) without the Company’s prior written
consent.
2.3
Assignment of Inventions. I hereby assign and agree to assign in the
future all my right, title and interest in and to any and all
inventions (and all Proprietary Rights with respect thereto), trade
secrets, confidential and proprietary information, software
programs, discoveries, conceptions, preparations and developments,
whether or not eligible for or covered by patent, copyright or
trade secret protection (collectively,
“Inventions”), and whether or not such
Inventions constitute works for hire or would otherwise belong to
the Company by operation of law which (i) are related to the
Company’s business or actual or demonstrably anticipated
research or development or (ii) were developed during Company
time or using Company resources (collectively,
“Assigned Inventions”) that become known
to, or are made, conceived, reduced to practice or learned by me,
either alone or jointly with others, during the period of my
employment with the Company. Inventions assigned to the Company, or
to a third party as directed by the Company pursuant to this
Section 2, are hereinafter referred to as “Company
Inventions.”
2.4
Obligation to Keep Company Informed. I will promptly disclose to the Company fully
and in writing all Inventions authored, conceived or reduced to
practice by me, either alone or jointly with others, during the
period of my employment. At the time of each such disclosure, I
will advise the Company in writing of any Inventions that I believe
are as nonassignable inventions under the provisions of N.C. GEN.
STAT. §66-57.1 (inventions that I developed entirely on my own
time without using the Company’s equipment, supplies,
facility or trade secret information, unless such invention
(a) relates to the Company’s business or actual or
demonstrably anticipated research or development, or (b) results
from any work performed by Employee for the Company) and I will at
that time provide to the Company in writing all evidence necessary
to substantiate that belief.
2.5 Works
for Hire. I acknowledge
that all original works of authorship which are made by me (solely
or jointly with others) within the scope of my employment and which
are protectable by copyright are “works made for hire,”
pursuant to United States Copyright Act (17 U.S.C., Section
101).
2.6
Enforcement of Proprietary Rights. I will assist the Company in every proper way to
obtain, and from time to time enforce, United States and foreign
Proprietary Rights relating to Company Inventions in any and all
countries. To that end I will execute, verify and deliver such
documents and perform such other acts (including appearances as a
witness) as the Company may reasonably request for use in applying
for, obtaining, perfecting, evidencing, sustaining and enforcing
such Proprietary Rights and the assignment thereof. In addition, I
will execute, verify and deliver assignments of such Proprietary
Rights to the Company or its designee. My obligation to assist the
Company with respect to Proprietary Rights relating to such Company
Inventions in any and all countries shall continue beyond the
termination of my employment, but the Company shall compensate me
at a reasonable rate after my termination for the time actually
spent by me and for any reasonable expenses actually incurred by me
at the Company’s request on such assistance.
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