Exhibit 10.19
[CARDIOGENESIS LOGO]
CONFIDENTIALITY AND INTELLECTUAL PROPERTY
AGREEMENT
Cardiogenesis (the "Company") is dedicated to a policy of exerting a
significant influence in its chosen fields through technical innovation and
creative administration and marketing. The competitive success of this policy
depends to a large extent on the Company's ability to capitalize on the creative
talents of its employees and to maintain a free flow of pertinent information
among its employees.
For this reason, all employees are requested to sign the following
Agreement under which:
(I) Requirements are specified for avoiding conflicting outside activities
while the employee is associated with the Company as an employee,
(II) The Company is assured of disclosure of an exclusive rights to ideas,
works and inventions which relate to Company business,
(III) The Company is protected against unauthorized disclosure of
confidential information of the Company or other persons and against
post-employment retention of Company records,
(IV) Former Company employees are prohibited from soliciting other Company
employees for one year,
(V) The Company's policy of "at will" employment is confirmed and a
mechanism is established for resolution of any disputes between the
Company and an employee.
AGREEMENT
In part consideration of my employment or continued employment by Cardiogenesis,
a California corporation, or by any of its affiliates (hereinafter collectively
referred to as the "Company"), and effective as of the date that said employment
first commenced, I agree that:
I. Time Commitment and Conflict of Interest
A. Time Commitment
During the term of my employment, in order to help ensure that I devote
most of my professional energies to the Company, I will not, without the prior
written approval of the President of the Company, engage in any other
professional employment or consulting.
B. Conflict of Interest
During the term of my employment, I will not, without the prior written
approval of the President of the Company, directly or indirectly participate in
or assist any business which is a current or potential supplier, customer, or
competitor of the Company, except that I may invest to an extent not exceeding
one percent of the total outstanding shares in each of one or m ore companies
whose shares are listed on a national securities exchange or quoted daily by
NASDAQ.
I represent that my performance of all the terms of this Agreement and my
work for the Company does not and will not breach any invention assignment or
proprietary information agreement with any former employer or other party or
create any conflict of interest with anyone. I agree that I will not disclose to
the Company or use for the benefit of the Company any confidential information
derived from sources other than employment with the Company. In these regards, I
will use in the performance of my duties only information which is generally
known and used by persons with training and experience comparable to my own,
which is common knowledge in the industry or otherwise legally in the public
domain, or which is otherwise provided or developed by the Company. I agree that
if I am in doubt as to the confidential status of any information, or if any
information is alleged to be proprietary, I will refer to the management of the
Company the question of whether such information is available for disclosure and
use for the benefit of the Company.
I will not enter into any agreement with any other person or entity, either
written or oral, in conflict with the terms of this Agreement.
II. Disclosure and Assignment to Company of Inventions
A. Disclosure to Company of Inventions
Except as provided in the next sentence, I will disclose in confidence
promptly to the Company any ideas, inventions, works of authorship (including
but not limited to computer programs, software, logic design, and
documentation), improvements, or discoveries, whether or not paten table or
copyrightable ("Work Product"), which during the term of my employment, whether
or not in the course
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of my employment, I may conceive, make, develop, work on, or first reduce to
practice, in whole or in part, either solely or jointly with others, whether or
not reduced to drawings, written description, documentation, models, or other
tangible form. The disclosure requirement of the preceding sentence shall not
apply to Work Product (a) for which no equipment, supplies, facilities, or trade
secrets information of the Company was used, (b) which was developed entirely on
my own time, (c) which does not relate to the business of the Company or to the
Company's actual or demonstrably anticipated research or development, and (d)
which does not result from any work performed by me for the Company. Thus, the
only Work Product not required to be disclosed to the Company is Work Product
satisfying all four conditions (a), (b), (c), and (d) above; such Work Product
not required to be disclosed to the Company is hereinafter referred to as
"Personal Work Product". I agree that if I am in doubt as to whether any given
Work Product must be disclosed to the Company by the terms of this Agreement, I
will refer such question to the management of the Company.
B. Assignment to Company of Inventions
I agree that all Work Product other than Personal Work Product shall
forthwith and without further consideration become, and hereby without further
action, is the exclusive property of the Company, its successors, and assigns. I
hereby assign to the Company all patents, copyrights, mask works or other
statutory or common law protections in any and all countries for the Work
Product required to be disclosed under this Agreement, except Personal Work
Product. [Notice is hereby given hat the foregoing inventions assignable to the
Company do not include any invention which qualifies fully for exemption under
Section 2870 of the California Labor Code.] I hereby appoint the Company's
Secretary or any other officer of the Company as my attorney-in-fact and agent
to execute all documents required or appropriate to perfect or enforce all
rights assigned under this Agreement.
I will assist the Company in every proper way, including the signing of any
and all papers, authorizations, applications, and assignments, the making and
keeping of proper records, and the giving of evidence and testimony (all
entirely at the Company's expense), to obtain and to maintain for the use and
benefit of the Company or its moninees patents, copyrights, mask works or other
form of protection, in all countries, for any and all Work Product other than
Personal Work Product. My obligations under this Section IIB will extend beyond
the termination of my employment with the Company.
As a matter of record, I have filled out, and have been given sufficient
time to fill out, the following Schedule A which contains a complete list of all
ideas, inventions, works, improvements, and discoveries, patented and
unpatented, copyrighted and not copyrighted, which I completed prior to my
employment and which I desire to have specifically excluded from the operation
of Sections IIA and IIB of this Agreement.
III. Non-disclosure and Retention of Certain Company Information
A. Non-disclosure of Company Confidential Information
I will regard and preserve as confidential and will not divulge to
"unauthorized persons" as defined below, or use or authorize or encourage
persons who are under my direction or supervision to use for any unauthorized
purposes, either during or after the term of my employment, any information,
matter, or thing of secret, confidential, or private nature connected with the
business of the Company or any of its
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suppliers, customers or their affiliates without the written consent of the
President of the Company until such time as such information otherwise becomes
public knowledge or is disclosed to me without restriction as a matter of right
by a third party not affiliated with or working for the Company. Included within
the meaning of the foregoing are matters of a technical nature, such as
know-how, formulae, computer programs, software, logic design, and
documentation, secret processes or machines, inventions and research projects;
matters of a business nature, such as information about costs, profits, markets,
sales, customers, suppliers, and employees (including salary, evaluation, and
other personnel data); plans for further development; and any other information
of a similar nature. In these regards, although certain information or
technology may be generally known in the relevant industry, the fact that the
Company uses same, and how the Company uses same, may not be so known and
therefore is subject to non=disclosure and non-use. Furthermore, the fact that
various fragments of information or data may be generally known in the relevant
industry does not mean that the manner in which the Company combines them and
the results obtained thereby are so known and in such instance are also subject
to non-disclosure and non-use. An "unauthorized person" is (i) any person with
such a need but who is not obligated both to similarly maintain such information
in confidence and use such information only for a Company-authorized purpose.
Excluded from the restrictions of this Section IIIA is information known to
me prior to its disclosure to me by the Company. I agree that before making any
disclosure or use of confidential information not previously approved in writing
by the President of the Company in reliance upon the foregoing exclusion or the
fact that the information is public knowledge (other than through the Company's
own public disclosure) or has been disclosed to me without restriction as a
matter or right by a third party, I will give the Company at least ten (10)
business days prior written notice specifying the applicable reason and the
circumstances giving rise thereto. I shall have the burden of proving by clear
and convincing evidence that the given reason applies to such information under
such circumstances.
B. Retention of Company Data and Records
I understand and agree that all data and records coming into my possession
or kept by me in connection with my employment, including, without limitation,
notebooks, drawings and blueprints; computer programs, software, logic design,
and documentation; bulletins, parts lists, reports, and customer lists;
production, cost, purchasing, and marketing information; and employment data,
including policies and salary information, are the exclusive property of the
Company. I agree to return to the Company all originals and copies of such data
and records upon termination of my employment for any reason, unless specific
written consent is obtained from the President of the Company to retain any such
data or records.
IV. Non-solicitation of Employees:
During my employment with the Company and for a period of one year after
the termination of my employment with the Company for any reason, in order to
enable the Company to maintain a stable work force and to operate its business,
I agree that I will not solicit or encourage (nor will I direct or encourage
anyone under my authority or control to solicit or encourage) any of the
Company's employees to work elsewhere.
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V. At -Will Employment and Arbitration
A. At Will Employment
I am free to terminate my employment with the Company at any time, with or
without a reason, and the Company has the right to terminate my employment at
any time, with or without reason. Although the Company may choose to terminate
my employment for cause, cause is not required. This is called "at-will"
employment. The policy of at-will employment may be changed only in writing
signed by the President. This Agreement shall not be altered or terminated by
changes in duties, compensation or other circumstances of my employment.
B. Arbitration
Any legal dispute between me and the Company arising out of my employment
or termination of employment or this agreement shall be settled by binding
arbitration in Orange County, California, before the Judicial Arbitration and
Mediation Services, Inc. (JAMS), following the JAMS Rules of Practice and
Procedure. This includes, but is not limited to, any and all claims arising out
of my employment with the Company or the termination of that employment. This
includes any claims I may make relating to alleged discrimination or harassment
during my employment based on race, color, national origin, religion,
disability, age, gender or sexual orientation, any claims relating to
compensation (wages, bonuses, commissions, benefits, etc.) and any claims under
federal, state or local laws or regulations relating to terms and conditions of
employment. This also includes any claims for wrongful discharge, fraud,
misrepresentation, intentional or negligent infliction of emotional distress and
any claims that the Company has dealt with me unfairly or in bad faith. I
UNDERSTAND THAT BY AGREEING TO ARBITRATE SUCH DISPUTES I AM WAIVING ANY RIGHT I
MIGHT OTHERWISE HAVE TO A JURY TRIAL. This arbitration provision is not intended
to modify or limit my substantive rights or the remedies available to me or to
the Company, including the right to seek interim relief, such as injunction or
attachment, through judicial process, which shall not be deemed a waiver of the
right to demand and obtain arbitration. A copy of the JAMS rules may be obtained
by calling JAMS at 1-800-352-JAMS.
/s/ MQ (Initial)
C. Miscellaneous
I hereby authorize the Company to disclose this Agreement and my
responsibilities hereunder to any person or entity, including, without
limitation, my future employers or clients.
This Agreement shall be governed by and construed in accordance with the
internal laws of the State of California for contracts entered into in
California between California residents. The invalidity or unenforceability of
any provision(s) of this Agreement under particular facts and circumstances
shall not affect the validity or enforceability either of other provisions of
this Agreement or, under other facts and circumstances, of such provision(s). In
addition, such provision(s) shall be reformed to be less restrictive if under
such facts and circumstances they would then be valid and enforceable. The
headings in this Agreement are solely for convenience and shall not be
considered in its interpretation. This Agreement shall be binding upon my heirs,
executors, administrators, and personal representatives and shall inure to the
benefit of the Company and its successors or assigns.
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CONFIDENTIALITY AND INTELLECTUAL PROPERTY
AGREEMENT
This Agreement constitutes my entire agreement and understanding with the
Company concerning its subject matter. It merges with and supercedes the
provisions of all previous agreements and understandings, whether written, oral,
or implied, that I have made with the Company. This Agreement may be amended or
waived only In writing signed by myself and the President of the Company. I
UNDERSTAND THAT THIS AGREEMENT IS EFFECTIVE AS OF THE DATE MY EMPLOYMENT WITH
THE COMPANY COMMENCED OR WILL COMMENCE
Employee
/s/ XXXXXXX XXXXX
Date: 10/30/05 ------------------------------------
Signature
XXXXXXX XXXXX
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Printed Name
WITNESSED BY:
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Accepted this 31st day, October, 2005
CardioGenesis, Corp.
By: /s/ XX XXXXXXX
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XX XXXXXXX
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Printed Name and Title
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[CARDIOGENESIS LOGO]
CARDIOGENESIS
Receipt of the Employee Handbook
This Employee Handbook is intended to set forth, for the benefit of its
employees, primary provisions of the benefit plans and the policies, procedures,
rules and regulations of Cardiogenesis. The Employee Handbook is located on the
Public Folders under Human Resources/Policies and Procedures and is available
for review at any time to all employees.
The Company expects to periodically review all of the provisions and contents of
this Employee handbook. The Company reserves the right to change any stated
policies, procedures, or other terms, upon advance notice to employees, either
by issuance of a supplementary sheet to this Employee Handbook, or by posting of
such change on the Public Folders.
The undersigned employee hereby acknowledges and agrees to the following:
- That my employment with Cardiogenesis is at-will, and therefore, my
employment and compensation can terminate, with or without cause, and with
or without notice, at any time, at my option or the Company's option.
- That this at-will employment relationship will remain in effect throughout
my employment with the Company, or any of its parent or affiliated
companies, unless it is modified by a specific, express written employment
contract executed by me and by a senior officer of the Company on its
behalf.
- That I have read the Employee Handbook, understand its contents, and agree
to conform to all of the policies, procedures, rules and regulations of the
Company described in the Employee Handbook and if I have any questions
regarding the content or interpretation of the Handbook, I will discuss
them with my immediate manager or Human Resources.
/s/ XXXXXXX XXXXX
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Employee Signature Date 10/30/05
XXXXXXX XXXXX
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Print Name
