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EXHIBIT 10.1
EMPLOYEE AGREEMENT (Inventions and confidential information) for BIOANALYTICAL
SYSTEMS INC.
In consideration of my employment (or continuation of such employment) by
BIOANALYTICAL SYSTEMS INC. and in consideration of the compensation to be paid
me for my services in the course of such employment, I for myself, my heirs,
executors, administrators or other legal representatives and assigns, do hereby
agree:
1. That "company" whenever used in this agreement includes BIOANALYTICAL
SYSTEMS and/or any of its divisions and subsidiaries.
2. That I will (a) promptly disclose and assign, and do hereby assign to
the company, any and all inventions, discoveries and improvements which
I may discover or conceive either solely or jointly with others during
the period of my employment (whether or not during usual working hours)
and which relate to or are susceptible of use in the business of the
Company; (b) disclose promptly any technical data, know-how or
information which I may acquire with respect to any matters relating to
the Company's business; (c) assist the Company at the Company's expense
in obtaining for its benefit patents in the United States and in any
and all foreign countries on all such inventions, discoveries and
improvements in enforcing and defending its rights relating to any such
patents, inventions, discoveries or improvements; (d) testify on its
behalf with respect thereto; and (e) execute all proper papers for use
in applying for, obtaining and maintaining such patents, and in
maintaining or enforcing the rights of the Company thereunder.
3. That any such inventions, discoveries and improvements and any
technical data, information or knowhow made, discovered or conceived or
acquired by me in the course of my employment and relating to the
Company's business (other than information of public knowledge),
whether patented or not, are to be and remain the property of the
Company.
4. That I will not, without the authorization of the Company, disclose to
any person outside the Company or use at any time (either during or
subsequent to my said employment) any trade secrets, technical data, or
know-how relating to the Company's products, processes, methods,
equipment and business practices which I have acquired during my
employment until such information shall have become public knowledge.
5. That the foregoing obligations shall survive the termination of my
employment and that I will perform all necessary acts to make the
agreement effective; that on leaving the employ of the Company, I will
not take with me, without its consent, any drawings, blueprints,
documents or records belonging to the Company, or copies or transcripts
thereof, and that at such time prior thereto on demand, I will turn
over to the Company all notebooks, drawings, blueprints,
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copies, transcripts or other notes, records or material belonging to
the Company which are in my possession or under my control.
6. That I have set forth in Schedule A on the following page, made a part
of this agreement, a list and written description of all inventions,
patented or unpatented, if any owned by me prior to my employment by
the Company. These inventions are to be excluded from this agreement.
7. I represent that I do not have in my possession, and will not use for
the benefit of BAS, any confidential information or documents belonging
to others, including but not limited to previous employers. I represent
that employment by BAS will not require me to violate any obligation to
others, under contract or otherwise, or to violate any confidence of
others. I represent that I have executed no prior non_competition,
non_disclosure or confidentiality agreements that are currently
binding, and that at the time of signing this agreement, I know of no
written or oral contract or of any other impediment that would inhibit
my employment with the Company.
8. That I have set forth in Schedule B below, made a part of this
agreement, a list of all agreements with or obligations to other
companies or parties which require that I keep secret or confidential
knowledge or information which I acquired from such other company or
party. I represent that except as stated on the reverse of this
agreement I have no agreements with or obligations to others in
conflict with the foregoing provisions of this agreement.
9. Upon leaving the Company for any cause, I will sign and honor the
attached TERMINATION AGREEMENT which verifies my review of the above
material.
10. My signature below indicates that l have understood the significance of
the above.
Employee's Name:_____________________________
(printed)
Witness. ___________________________ Employee's_____________________________
Supervisor or Corp. Officer
Signature:_____________________________
Date:__________________________________
SCHEDULE A -- Inventions (List and describe):
| | not applicable_________________________________(initial)
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SCHEDULE B -- Confidential Information (List agreements with or obligations to
others):
| | not applicable________________________(initial)
Do not Write Below This Line
________________________________________________________________________________
Accepted:
BIOANALYTICAL SYSTEMS, INC.
By:_____________________________________
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TERMINATION AGREEMENT
I hereby acknowledge that I have reviewed with my supervisor and understand the
attached EMPLOYMENT AGREEMENT which I signed on _________________________ when I
joined Bioanalytical Systems, Inc. I furthermore assure that I have not retained
any technical material, files, laboratory notebooks, circuit diagrams, software,
marketing plans, equipment, prototypes, customers lists, financial data, and
like materials covered by the AGREEMENT or otherwise in my possession while at
Bioanalytical Systems and that I will not disclose the contents of such to third
parties.
I have furthermore returned to Bioanalytical Systems, Inc. all keys, credit
cards, and telephone calling cards and have not duplicated such materials or
transferred them to third parties.
I further agree that any outstanding money owed by me to Bioanalytical Systems,
Inc. or the cost of equipment owned by Bioanalytical Systems, Inc. but retained
by me may be deducted from any wages/salaries/commissions due me from
Bioanalytical Systems, Inc.
_________________________________________ _______________________
Signed Date
_________________________________________ Witness
(Supervisor or BAS Corporate Officer)
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