EXHIBIT 10.25
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CONFIDENTIALITY, INVENTION & NON-COMPETE AGREEMENT
THIS CONFIDENTIALITY, INVENTION & NON-COMPETE AGREEMENT (this
"Agreement"), effective _______________ ("Effective Date"), by and between
GenVec, Inc., with principal offices at 00000 Xxxxxxxx Xxxxx, Xxxxxxxxx, XX
00000 ("Company") and residing at [_______________________________________]
("Employee"). [___________________________]
Whereas the Company intends to retain the services of Employee as a
full-time employee of Company, and in such capacity Employee will have access
to information and materials regarding the Company's technology and business
activities (the "Subject Matter"), the parties specifically agree as follows:
1. AT-WILL EMPLOYMENT
1.1 Employee understands and acknowledges that his or her employment
with the Company is for an unspecified duration and constitutes "at-will"
employment. Employee acknowledges that this employment relationship may be
terminated at any time, with or without good cause or for no cause, at the
option either of the Company or himself or herself, with or without notice.
2. CONFIDENTIALITY OF INFORMATION
2.1 Employee understands that his or her employment creates a
relationship of confidence and trust between Employee and the Company with
respect to any written or oral information, drawings, or information observed
(collectively referred to as "Confidential Information") on the Subject
Matter possessed by the Company which the Company desires to or is obligated
to keep in confidence or which has commercial value to the Company. Employee
understands that such Confidential Information includes, without limitation,
formulas, processes, techniques, test data, research, strategies, inventions,
contracts, products, customer lists, customers, marketing and financial
data, and includes information which Employee may develop in the course of
employment. At all times during such employment and thereafter Employee will
keep in confidence all Confidential Information, and will not use, except for
the benefit of the Company, nor disclose, nor transfer to any third party
any Confidential Information without the Company's prior written consent.
2.2 Employee agrees that Employee will not, during his or her
employment with the Company, improperly use or disclose any proprietary
information or trade secrets of any former or concurrent employer or other
person or entity and that Employee will not bring onto the premises of the
Company 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.
2.3 Employee recognizes that the Company has received and in the future
will receive from third parties information deemed to be confidential subject
to a duty on the Company's part to maintain the confidentiality of such
information and to use it only for certain limited purpose. 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 Company consistent with the Company's agreement
with such third party.
2.4 Employee agrees that it will secure and safeguard any and all
materials, documents, work in process and work product that embodies
Confidential Information in areas reasonably restricting access and
preventing unauthorized use and/or disclosure. Employee further agrees that
it will undertake reasonable measures to prevent accidental or other loss of
Confidential Information. In the event Employee becomes aware of any loss,
disclosure or use of Confidential Information in violation of this Agreement,
Employee shall immediately notify Company in writing.
3. INVENTION ASSIGNMENT
3.1 Employee has attached hereto, as EXHIBIT A, a list describing all
inventions, original works of authorship, developments, improvements, and
trade secrets which were made by him or her prior to his or her employment
with the Company (collectively referred to as "Prior Inventions"), which
belong to him or her, which relate to the Company hereunder; or, 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 Company,
Employee incorporates into a Company product or process a Prior Invention
owned by him or her in which Employee has an interest, the Company is hereby
granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual,
worldwide license to make, have made, modify, use and sell such Prior
Invention as part of or in connection with such product or process, subject
to the rights of any prior third party obligations as listed in EXHIBIT A.
3.2 Employee will promptly disclose to the Company in writing all
formulas, processes, techniques, tests data, improvements and inventions,
original works of authorship, developments, concepts, trade secrets, whether
or not patentable or registrable under copyright or similar laws, which
Employee makes, conceives, learns or reduces to practice, either alone or
jointly with others, during the period of employment and which are related to
or useful in the Company's business, and which result from tasks assigned by
the Company or from use of Company Confidential Information or facilities
(collectively referred to as "Inventions").
3.3 Employee further acknowledges that all original works of authorship
which are made by him or her (solely or jointly with others) within the scope
of and during the period of his or her employment with the Company and which
are protectible by copyright are "works made for hire," as that term is
defined in the United States Copyright Act and are subject to assignment as
set forth above.
3.4 Employee agrees that all Confidential Information, all Inventions
and all patent and other rights related thereto are the sole property of the
Company, and Employee hereby assigns to the Company any rights Employee may
have or acquire in such Confidential Information or Inventions. Employee
further agrees to assist the Company (at its expense) in every proper way
(including execution of patent applications and other documents) to obtain
and enforce patents on and otherwise secure the Company's rights in any
Inventions. Employee agrees that Employee's obligation to assist the Company
in obtaining and enforcing any copyrights, patents, mask work rights or other
intellectual property rights relating thereto in any and all countries will
continue beyond the termination of Employee's employment, but the Company
will compensate Employee at reasonable rates for the assistance Employee
actually provides at the Company's request after such termination. Employee
hereby irrevocably appoints the Company and its duly authorized officers and
agents as Employee's agents and attorneys-in-fact to execute and file all
documents and perform all other lawful acts related to the foregoing.
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3.5 Employee agrees that all Confidential Information, documents,
equipment and other physical property furnished to or produced by Employee in
connection with Employee's employment are the sole property of the Company,
and Employee will promptly deliver all such property to the Company at its
request and (whether or not the Company so requests) upon the termination of
employment with Company.
3.6 In the event of Employee's termination of employment with the
Company, Employee agrees to sign and deliver the "Termination Certification"
attached hereto as EXHIBIT B.
4. COVENANT NOT TO COMPETE
4.1 For a period of 12 months after termination of employment with
Company, either by termination for cause by Company or voluntary by Employee,
Employee agrees that he or she shall not (a) engage, directly or indirectly,
whether as a principal, stockholder, partner, officer, consultant, employee
or otherwise, in a business or other entity, located anywhere in the world,
which conducts research, development or commercial exploitation of the results
thereof, involving gene therapy or other discoveries or inventions
competitive with or similar to those which are the subject of actual or then
proposed activities of the Company, or (b) either directly of indirectly
solicit, induce, recruit or encourage any of the Company's employees to leave
their employment, or take away such employees, or attempt to solicit, induce,
recruit, encourage or take away employees of the Company, either for himself
or herself or for any other person or entity. Employee acknowledges that the
Company will be engaged in activities worldwide, and that the worldwide scope
of this covenant is reasonable to protect the Company's interest. Provided,
however, that the Company shall have the capacity to waive this covenant if
it determines, in its reasonable discretion, and on the basis of full
disclosure by Employee of all known facts relating to such other activity, that
such activity would not damage the Company's interest. This provision shall
not be deemed to prohibit ownership by me of 5% or less of the outstanding
Common Stock of any company having at least 100 shareholders. Employee
acknowledges that remedies at law will not be sufficient to repair the
damage caused by his or her violation of this covenant and, therefore, in the
event of any breach thereof the Company will be entitled to specific
performance and injunctive or other equitable relief, in addition to any such
remedies at law arising from such breach.
4.2 The convenants in this Section 4 are severable and separate, and
the unenforceability of any specific covenant shall not affect the
provisions of any other covenant. Moreover, in the event any court of
competent jurisdiction shall determine that the scope, time or territorial
restrictions set forth are unreasonable, then it is the intention of the
parties that such restrictions be enforced to the fullest extent which the
court deems reasonable, and this Section 4 shall thereby be reformed.
5. OTHER OBLIGATIONS
5.1 As Employee is a [__________] member of the [_____________________],
Company recognizes that Employee has an obligation to the [______________] as
described in EXHIBIT D. In connection with such relationship, Employee has
entered into an agreement relating to ownership of intellectual property and
other matters, the possible existence of which the Company hereby acknowledges.
5.2 Employee will not disclose to Company any information that Employee
is obligated to keep secret pursuant to an existing confidentiality agreement
with [______________] or consistent with his duties or obligations to [________]
and nothing in this Agreement will impose any obligation on Employee to the
contrary. Nothing in this Agreement shall be construed to interfere
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with the Employee's obligations to [_____________________] with respect to
confidential or proprietary information on inventions.
5.3 The duties provided by Employee for Company hereunder will not be
conducted on time that is required to be devoted to [________________] or any
third party. Employee shall not use the funding, resources or facilities of
[____________________] or any other third party to perform his or her duties
hereunder and shall not perform such services in any manner that would give
[________________] or any third party rights to any result of such services.
6. MISCELLANEOUS
6.1 Employee agrees to diligently adhere to the Conflict of Interest
Guidelines attached hereto as EXHIBIT C.
6.2 Employee represents that Employee's performance of this Agreement
will not breach any other agreement or obligation, written or oral, by which
Employee may be bound.
6.3 This Agreement shall be governed by the laws of the State of
Maryland, without reference to conflicts of laws principles. Employee hereby
agrees and consents that the exclusive jurisdiction and venue for any
dispute arising under this Agreement or in connection with any breach thereof
shall be in federal or state courts for Xxxxxxxxxx County, Maryland.
6.4 This Agreement is binding upon Employee, Employee's heirs,
executors, administrators and assigns and shall inure to the benefit of the
Company, its successors and assigns.
6.5 This Agreement supersedes all prior agreements, written or oral,
between the parties hereto relating to the disclosure of Confidential
Information pursuant to this Agreement. This Agreement may not be modified,
changed or discharged, in whole or in part, except by a written agreement
signed by both parties.
6.6 The provisions of this Agreement are necessary for the protection of
the business and good will of Company and are considered by the parties to be
reasonable for such purpose. In the event of breach, in addition to other
remedies which may be available, Company shall have the right to seek
specific performance and other injunctive and equitable relief.
ACCEPTED AND AGREED TO:
GENVEC, INC.
("Employee") ("Company")
By: By:
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Social Security Number
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EXHIBIT A
LIST OF PRIOR INVENTIONS
AND ORIGINAL WORKS OF AUTHORSHIP
Identifying Number Third Party
Title Date or Brief Description Ownership/Rights
----- ---- -------------------- ----------------
No inventions or improvements
---
X Additional Sheets Attached
---
Signature of Employee:
--------------------------------
Print Name of Employee:
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Date:
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EXHIBIT B
TERMINATION CERTIFICATION
This is to certify that I do not have in my possession, nor have I
failed to return, any Confidential Information (as defined in the Company's
Confidentiality, Invention & Non-Compete Agreement), documents, files,
laboratory notebooks, biological materials, computer diskettes, equipment or
other physical property belonging to GenVec, Inc., its subsidiaries,
affiliates, successors or assigns (together, the "Company").
I further certify that I have complied with all the terms of the
Company's Confidentiality, Invention & Non-Compete Agreement signed by me.
I further agree that, in compliance with the Company's Confidentiality,
Invention & Non-Compete Agreement signed by me, I will preserve as
confidential all written or oral information, drawings or information
observed regarding the Company's technology and business activities.
I further agree that for twelve (12) months from this date, I will not
(a) engage, directly or indirectly, whether as a principal, stockholder,
partner, officer, consultant, employee or otherwise, in a business or other
entity, located anywhere in the world, which conducts research, development
or commercial exploitation of the results thereof, involving gene therapy or
other discoveries or inventions competitive with or similar to those which are
the subject of actual or then proposed activities of the Company, or (b)
either directly or indirectly solicit, induce, recruit or encourage any of
the Company's employees to leave their employment, or take away such
employees, or attempt to solicit, induce, recruit, encourage or take away
employees of the Company, either for myself or for any other person or entity.
Date:
----------------------
---------------------------------
(Employee's Signature)
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(Type/Print Employee's Name)
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EXHIBIT C
CONFLICT OF INTEREST GUIDELINES
It is the policy of the Company to conduct its affairs in strict
compliance with the letter and spirit of the law and to adhere to the highest
principles of business ethics. Accordingly, all officers, employees and
independent contractors must avoid activities which are in conflict, or give
the appearance of being in conflict, with these principles and with the
interests of the Company. The following are potentially compromising
situations which must be avoided. Any exceptions must be reported to the
President and written approval for continuation must be obtained.
A. Revealing confidential information to outsiders or misusing
confidential information. Unauthorized divulging of information is a
violation of this policy whether or not for personal gain and whether or not
harm to the Company is intended. (The Confidentiality, Invention &
Non-Compete Agreement elaborates on this principle and is a binding
agreement.)
B. Accepting or offering substantial gifts, excessive entertainment,
favors or payments which may be deemed to constitute undue influence or
otherwise be improper or embarrassing to the Company.
C. Participating in civic or professional organizations that might
involve divulging confidential information of the Company.
D. Initiating or approving personnel actions affecting reward or
punishment of employees of applicants where there is a family relationship or
is or appears to be personal or social involvement.
E. Initiating or approving any form of personal or social harassment of
employees.
F. Investing or holding outside directorship in suppliers, customers, or
competing companies, including financial speculations, where such investment
or directorship might influence in any manner a decision or course of action
of the Company.
G. Borrowing from or lending to employees, customers or suppliers.
H. Acquiring real estate of interest to the Company.
I. Improperly using or disclosing to the Company any proprietary
information or trade secrets of any former or concurrent employer or other
person or entity with whom obligations of confidentiality exist.
J. Unlawfully discussing prices, costs, customers, sales or markets
with competing companies or their employees.
K. Making any unlawful agreement with distributors with respect to
prices.
L. Improperly using or authorizing the use of any inventions which are
the subject of patent claims of any other person or entity.
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M. Engaging in any conduct which is not in the best of interest of the
Company.
Each officer, employee and independent contractor must take every
necessary action to ensure compliance with these guidelines and to bring
problem areas to the attention of higher management for review. Violations of
this conflict of interest policy may result in discharge without warning.
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