EXHIBIT 99.9
PROPRIETARY RIGHTS AGREEMENT
THIS PROPRIETARY RIGHTS AGREEMENT (this "Agreement") is made between the
undersigned Employee ("Employee") and Accredo Health, Incorporated, Nova Factor,
Inc., Hemophilia Health Services, Inc., Accredo Health Group, Inc., Pharmacare
Resources, Inc., Hemophilia Resources of America, Inc., Home Healthcare
Resources, Inc., Home Healthcare Resources, Limited and BioPartners In Care,
Inc. (collectively, the "Companies").
WITNESSETH
WHEREAS, the Companies desire to have Employee, as a condition of
continued employment pursuant to the terms and conditions of that certain
amended and restated employment agreement between Accredo Health, Incorporated
and Employee, the terms of which are incorporated herein by this reference,
agree to the terms contained herein, in order to clarify and protect the
Companies' title to proprietary rights which may be invented or generated by
Employee during Employee's employment with one of the Companies;
NOW, THEREFORE, in consideration of the mutual promises contained herein
and for other good and valuable consideration, the receipt and adequacy of which
is hereby acknowledged, Employee agrees that Employee shall promptly disclose,
grant and assign, and hereby assigns, to the Companies for their sole use and
benefit all right, title and interest in and to all inventions, ideas,
improvements, technical information, suggestions, products, formula, apparatus,
designs, processes, forms, drawings, writings, research, works-of-authorship,
trade secrets and all other intellectual property and proprietary rights
relating in any way to the business, products or services of the Companies or
capable of beneficial use by the Companies ("Intellectual Property"), which the
Employee shall conceive, develop or acquire during the period of Employee's
employment with any of the Companies (whether or not during usual working hours
or at any other time), together with all patent applications, letters patent,
copyrights and reissues thereof that may at any time be granted for or upon any
such Intellectual Property. In connection therewith, the Employee shall promptly
at all times during and after the date hereof:
(a) execute and deliver such applications, assignments, descriptions
and other instruments as may be necessary or proper in the opinion of the
Companies to vest in the Companies' exclusive title to such Intellectual
Property and to enable the Companies to obtain and maintain the entire right and
title thereto throughout the world; and
(b) render to the Companies at their expense all such assistance as
any of the companies may require in the prosecution of applications for said
patents or reissues thereof in the prosecution or defense of interferences which
may be declared involving any said application or patents and in any litigation
in which the Companies may be involved relating to any such patents, inventions,
improvements, technical information, copyrights or other Intellectual Property.
Employee acknowledges and agrees that Employee's obligations under
Sections (a) and (b) above shall continue in effect after termination of his/her
employment, regardless of the reason for termination and whether such
termination is voluntary or involuntary, and that the Company is entitled to
communicate Employee's obligations under this Agreement to any future employer
or potential employer.
It is expressly understood and agreed that this Agreement shall include
only those items of Intellectual Property which are invented or generated on or
after the date of this Agreement. In order to determine which Intellectual
Properties are invented or generated on or after the date of this Agreement,
Employee warrants that he/she has not, either solely or jointly with others,
invented or generated any Intellectual Property at any time prior to the date of
this Agreement, except:_________________________________________________________
_______________________________________________________________________________.
EMPLOYEE AFFIRMS, AGREES AND UNDERSTANDS THAT ANY INTELLECTUAL PROPERTY WHICH IS
NOT LISTED IN THE PRECEDING SENTENCE SHALL BE CONCLUSIVELY PRESUMED TO HAVE BEEN
GENERATED OR INVENTED AFTER THE DATE OF THIS AGREEMENT, AND THAT SUCH
INTELLECTUAL PROPERTY SHALL BELONG EXCLUSIVELY TO THE COMPANIES.
Except as may be authorized or directed in writing by a duly authorized
officer of one of the Companies, Employee agrees that he/she will not at any
time hereafter disclose, divulge or communicate or permit to be disclosed,
divulged or communicated to any person, firm or company any Intellectual
Property. Employee further agrees that he/she will not make use of said
Intellectual Property for his/her own purposes, except as may be authorized in
writing by a duly authorized officer of the Companies.
Employee agrees that both during his/her employment with the Companies and
after termination of said employment, he/she will not, without the written
consent of a duly authorized officer of the Companies, copy or remove from the
Companies' business location any drawings, blueprints, bulletins, reports,
reproductions, notes, data, memorandum, models, records or other information of
a confidential or proprietary nature pertaining to any of the Companies, or
which relate to the business of the Companies or to Employee's employment
therewith.
Employee agrees that damages caused by a breach of this Agreement would be
inadequate. Therefore, in the event of a breach or threatened breach of the
terms of this Agreement, the Companies individually or jointly shall be entitled
to injunctive relief without the necessity of posting bond or showing actual
damages.
This Agreement, the rights and obligations of the parties hereto, and any
claims or disputes relating to this Agreement, is to be governed by and
construed in accordance with the laws of the State of Tennessee, excluding the
choice of law rules thereof.
In the event that any provision of this Agreement is found invalid or
unenforceable, it will be enforced to the extent permissible, and the remainder
of this Agreement will remain in full force and effect.
Employee agrees and understands that this Agreement shall in no way be a
guarantee of employment for any specified length of time.
Executed this _____ day of _____________, 2004.
_______________________________________ NOVA FACTOR, INC.
Employee
By: __________________________________
Print:_________________________________
Title:________________________________
ACCREDO HEALTH, INCORPORATED ACCREDO HEALTH GROUP, INC.
By:____________________________________ By:___________________________________
Title:_________________________________ Title:________________________________
HEMOPHILIA HEALTH SERVICES, INC. PHARMACARE RESOURCES, INC.
By:____________________________________ By:___________________________________
Title:_________________________________ Title:________________________________
BIOPARTNERS IN CARE, INC. HEMOPHILIA RESOURCES OF
AMERICA, INC.
By:____________________________________ By:___________________________________
Title:_________________________________ Title:________________________________
HOME HEALTHCARE RESOURCES, INC. HOME HEALTHCARE RESOURCES,
LIMITED
By:____________________________________ By:___________________________________
Title:_________________________________ Title:________________________________
