EXHIBIT 10.24
GenVec, Inc.
00000 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
The following confirms an agreement between me and GenVec, Inc. a
Delaware corporation (hereinafter called the "Company"):
1. I understand that my employment creates a relationship of confidence
and trust between me and the Company with respect to any information
(hereinafter collectively referred to as "Proprietary Information") possessed
by the Company which the Company desires to or is obligated to keep in
confidence or which has commercial value in the business in which the Company
is engaged. I understand that such Proprietary Information includes, without
limitation, formulas, processes, techniques, test data, strategies, and
financial data, and includes information which I may develop in the course of
my employment. At all times during my employment and thereafter I will keep
in confidence all Proprietary Information, and I will not use or disclose any
Propreitary Information without the Company's prior written consent except as
may be necessary in the ordinary course of my duties as an employee.
2. I will promptly disclose to the Company all formulas, processes,
techniques, tests data, improvements conceive, learn or reduce to practice,
either alone or jointly with others, during the period of my employment and
which are related to or useful in the Company's business, and which result
from tasks I am assigned by the Company or from use of Company Proprietary
Information or facilities (hereinafter collectively referred to as
"Inventions").
3. I agree that all Proprietary Information, all Inventions and all
patent and other rights related thereto are the sole property of the Company,
and I hereby assign to the Company any rights I may have or acquire in such
Proprietary Information Inventions. I further agree 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 any Inventions. I agree
that my obligation to assist the Company in obtaining and endorsing patents
will continue beyond the termination of my employment, but the Company will
compensate me at reasonable rates for the assistance I actually provide at
the Company's request after such termination. I hereby irrevocably appoint
the Company and its duly authorized officers and agents as my agents and
attorneys-in-fact to execute and file all documents and
perform all other lawful acts related to the foregoing.
5. I agree that all documents, equipment and other physical property
furnished to or produced by me in connection with my work as an employee are
the sole property of the Company and I will promptly deliver all such
property to the Company at its request and (whether or not the company so
requests) upon the termination of my employment.
6. For the period of twelve months immediately after termination of
employment with the Company, the employee shall not engage in any work or
other activity - whether as owner, stockholder, partner, officer, consultant,
employee or otherwise - involving a product or process similar to the product
or process on which the employee worked for the Company (or any of its
subsidiary or affiliated companies) at any time during the period of two years
immediately prior to termination of employment, if such work or other
activity is then competitive with that of the Company (or any of its
subsidiary or affiliated companies), provided that this restriction shall not
apply if the employee has disclosed to the Company in writing all the known
facts relating to such work or activity and has received a release in writing
from an officer of the Company to engage in such work or activity. However,
if the Company refuses to grant such a written release and if the employee is
unable to obtain employment consistent with his qualifications and experience
solely because of such refusal, then in that event the Company shall make
payments to the employee at the rate of employee's base salary at termination
of employment for each month that the employee has certified that employee
has been unable for such reason to secure such employment, provided that the
obligation of the Company to make such payments shall cease upon whichever is
the first to occur of (a) the date the employee shall obtain employment, (b)
the date on which the Company shall grant a written release to the employee,
or (c) the expiration of twelve months following the termination of
employment: and provided further that no such payment shall be made for any
month for which any payment is made by the Company to the employee under any
other provision of the Agreement. Ownership by the employee of five per cent
or less of the outstanding share of stock of any company either (i) listed on
a national securities exchange or (ii) having at least 100 stockholders shall
not make the employee a "stockholder" within the meaning of that term as used
in this paragraph. Nothing in this paragraph shall limit the rights or
remedies of the Company arising directly or indirectly from such competitive
employment including, without limitation, claims based upon breach of
fiduciary duty, misappropriation, or theft of confidential information.
7. I represent that my performance of this Agreement will not breach
and other agreement or obligation, written or oral, by which I am bound.
8. Interpretation and enforcement of this Agreement shall be governed
by the laws of the State of Maryland, the location of the Company's
operations.
9. I agree that this Agreement is effective as of the first day of my
employment and is binding upon me, my heirs, executors, administrators and
assigns and shall inure to the benefit of the Company, its successors and
assigns.
Sincerely,
By:
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(Employee)
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Social Security Number
ACCEPTED AND AGREED TO:
GENVEC, INC.
By:
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Title:
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