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Exhibit
10.2
Exhibit A
Daou Systems,
Inc.
Company Property and
Inventions, Non-Competition, Non-Solicitation
And
Confidentiality
Agreement
I, John A. Roberts ,
intending to be legally bound, hereby agree as follows:
1. Company Property And
Inventions
1.1 Ownership Of Company
Property. I acknowledge that all documents, records, files,
computer programs and data in my possession or custody, whether
made by me or any other person, relating to products/services
offered by or other activities of Daou Systems, Inc. (the
“Company”) (whether or not the information contained
therein is deemed confidential), are and shall remain the sole and
exclusive property of the Company.
1.2 Return Of Company
Property. Immediately upon the termination of my employment
with the Company, whether initiated by me or the Company, whether
with or without Cause, I shall deliver to the Company’s Chief
Executive Officer, retaining no copies, all Company property (for
example, keys, credit cards and computers) and all documents,
records, files, computer programs and other data or other writings
relating to the Company’s business, regardless of where or by
whom said property were kept or prepared.
1.3 Inventions. Any
and all writings, inventions, improvements, processes, procedures
and/or techniques which I may make, conceive, discover or develop,
either solely or jointly with any other person or persons, at any
time during my employment with the Company, whether during working
hours or at any other time and whether at the request or upon the
suggestion of Company or otherwise, which relate to or are useful
in connection with any business now or hereafter carried on or
contemplated by the Company, including developments or expansions
of its present fields of operations, shall be the sole and
exclusive property of the Company. I shall make full disclosure to
the Company of all such writings, inventions, improvements,
processes, procedures and techniques, and shall do everything
necessary or desirable to vest the absolute title thereto in the
Company. I shall write and prepare all specifications and
procedures regarding such inventions, improvements, processes,
procedures and techniques and otherwise aid and assist the Company
so that the Company can prepare and present applications for
copyright or Letters Patent therefore and can secure such copyright
or Letters Patent wherever possible, as well as reissues, renewals,
and extensions thereof, and can obtain the record title to such
copyright or patents so that the Company shall be the sole and
absolute owner thereof in all countries in which it may desire to
have copyright or patent protection. I shall not be entitled to any
additional or special compensation or reimbursement regarding any
and all such writings, inventions,
improvements, processes, procedures and
techniques, except that the Company shall reimburse me for any
expenses which I may incur in vesting absolute title thereto in the
Company.
1.4 Prior Inventions.
I have attached to this Agreement as Schedule A a complete list of
all existing inventions or improvements to which I claim ownership
as of the date of this Agreement and that I desire to specifically
clarify are not subject to this Agreement, and I acknowledge and
agree that such list is complete.
2.
Confidentiality
2.1 Confidential
Material. During the course of my employment with the Company,
I may, from time to time, be placed in a position of trust and
confidence in which I receive or contribute to the creation of
confidential and/or proprietary information (“Confidential
Material”) relative to the operations of the Company. This
Confidential Material means all non-public information (in whatever
form, whether oral, electronic, contained in documents or other
tangible things or observable by inspection) of proprietary or
commercial nature relating to the Company, and includes, but is not
limited to: business, manufacturing, marketing, legal and
accounting methods, policies, plans, procedures, practices,
strategies and techniques; information concerning the
Company’s finances, budget, production volumes and methods
for doing business; research and development projects, plans and
results; trade secrets (e.g., formulas, methods, processes and
specifications) and technical information; the names and addresses
of the Company’s employees, vendors, suppliers, distributors,
customers, potential customers and former customers; customer
lists; pricing, credit and financial information; and any other
data or information relating to the business of the Company which
is not generally known by and readily accessible to the public. Of
particular importance to the Company is the protection of the
confidentiality of its manner and method of designing,
implementing, integrating and managing health care information
networks to increase productivity and profit and to reduce cost.
The particular combination of network products used by the Company
is the product of research and development by the Company is not
publicly available.
2.2 Restrictions On
Disclosure. I may use and/or disclose Confidential Material
only during my employment with the Company and only as necessary to
further the Company’s interests. During my employment with
the Company and at all times thereafter, regardless of the reason
for the termination, whether by me or the Company, I shall not use
for my personal benefit or for any purpose which does not further
and/or which is inconsistent with the interests of the Company, or
disclose, communicate or divulge to any person, firm, association,
or company other than the Company, any Confidential Material which
I may acquire in the course of my employment and which is not
generally known by and/or readily accessible to the
public.
2.3 Notice To Company Of
Required Disclosure. I shall provide the Company with written
notice if I am required to disclose any Confidential Material by a
cour
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