Exhibit 10.17
NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Full Name
Address - line 1
Address - line 2
Dear First name:
You are to be employed by Insulet Corporation, a Delaware corporation (the
"Company"), as Title. In consideration of your employment, continued employment
and the vesting of your stock options by the Company, you hereby covenant, agree
and undertake as follows:
1. The term of this Agreement shall be for a period commencing on the date
hereof and ending on the first anniversary of the date on which your employment
with the Company terminates for any reason, whether voluntarily or
involuntarily.
2. During the term hereof, you will not, without the Company's prior
written consent, directly or indirectly, alone or as a partner, joint venturer,
officer, director, employee, consultant, agent, independent contractor or
stockholder of any company or business, engage in any business activity that is
directly or indirectly in competition with any of the products or services being
developed, marketed, distributed, planned, sold or otherwise provided by the
Company at such time. The ownership by you of not more than one percent of the
shares of stock of any corporation having a class of equity securities actively
traded on a national securities exchange or on the Nasdaq Stock Market shall not
be deemed, in and of itself, to violate the prohibitions of this paragraph.
3. During the term hereof, you will not, directly or indirectly, employ,
or knowingly permit any other company or business organization which employs you
or is directly or indirectly controlled by you to employ, any person who is
employed by the Company at any time during the term hereof, or in any manner
seek to induce any such person to leave his or her employment with the Company.
4. During the term hereof, you will not solicit or do business with,
directly or indirectly, any present or past customer of the Company, or any
prospective customer of the Company with whom you have had contact, in
connection with any business activity which would violate any other provision of
this Agreement.
5. You hereby represent that, except as you have disclosed in writing to
the Company, you are not a party to, or bound by the terms of, any agreement
with or obligation to any previous employer or other party to refrain from using
or disclosing any trade secret or confidential or proprietary information in the
course of your employment with the Company on any matter relating to the
Company's business or to refrain from
competing, directly or indirectly, with the business of such previous employer
or any other party. You further represent that your performance of all the terms
of this Agreement and as an employee of the Company does not and will not breach
any agreement or obligation to keep in confidence proprietary information,
knowledge or data acquired by you in confidence or in trust prior to or during
your employment with the Company, and you will not disclose to the Company or
induce the Company to use any confidential or proprietary information or
material belonging to any previous employer or others.
6. You agree that the breach of this Agreement by you will cause
irreparable damage to the Company and that in the event of such breach the
Company shall have, in addition to any and all remedies of law, the right to an
injunction, specific performance or other equitable relief to prevent the
violation of your obligations hereunder.
7. You understand that this Agreement does not create an obligation on the
Company or any other person or entity to continue your employment.
8. Any amendment to or modification of this Agreement, and any waiver of
any provision hereof, shall be in writing. Any waiver by the Company of a breach
of any provision of this Agreement shall not operate or be construed as a waiver
of any subsequent breach hereof.
9. You hereby agree that each provision herein shall be treated as a
separate and independent clause, and the unenforceability of any one clause
shall in no way impair the enforceability of any of the other clauses herein.
Moreover, if one or more of the provisions contained in this Agreement shall for
any reason be held to be excessively broad as to scope, activity or subject so
as to be unenforceable at law, such provision or provisions shall be construed
by the appropriate judicial body by limiting and reducing it or them, so as to
be enforceable to the maximum extent compatible with the applicable law as it
shall then appear.
10. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.
11. The term "Company" shall include Insulet Corporation and any of its
subsidiaries, subdivisions or affiliates. The Company shall have the right to
assign this Agreement to its successors and assigns, and all covenants and
agreements hereunder shall inure to the benefit of and be enforceable by said
successors or assigns.
Please indicate your acceptance of the foregoing by signing and returning
one copy to the undersigned.
Very truly yours,
INSULET CORPORATION
By:
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Xxxxx XxXxxxx
Chief Executive Officer
Date:
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AGREED TO AND ACCEPTED as of the date first above written:
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Full Name
Date:
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