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EXHIBIT 10.2
FORM OF
ARTIFICIAL LIFE, INC.
ADVISORY BOARD CONFIDENTIALITY AND INVENTIONS AGREEMENT
In consideration of my appointment to the Advisory Board by Artificial
Life, Inc., a Delaware corporation, or any of its predecessors, successors or
subsidiaries (collectively, the "Company"), and for other valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, I
agree as follows:
CONFIDENTIALITY
I understand that the Company continually obtains and develops valuable
proprietary and confidential information concerning its business, business
relationships and financial affairs (the "Confidential Information") which may
become known to me in connection with my services as an advisor. By way of
illustration, but not limitation, Confidential Information may include
Inventions (as hereafter defined), trade secrets, technical information,
know-how, research and development activities of the Company, product and
marketing plans, customer and supplier information and information disclosed to
the Company or to me by third parties of a proprietary or confidential nature or
under an obligation of confidence. Confidential Information is contained in
various media, including without limitation, patent applications, computer
programs in object and/or source code, flow charts and other program
documentation, manuals, plans, drawings, designs, technical specifications,
laboratory notebooks, supplier and customer lists, internal financial data and
other documents and records of the Company. Confidential Information also
includes any knowledge of developments, ways of business, etc., which may in
themselves be generally known but whose use by the Company is not generally
known.
I acknowledge that all Confidential Information, whether or not in writing
and whether or not labelled or identified as confidential or proprietary, is and
shall remain the exclusive property of the Company or the third party providing
such information to me or the Company. I agree that during the term of my
services as an advisor and thereafter, I shall use, publish and disclose
Confidential Information only in the performance of my duties for the Company
and in accordance with Company policy with respect to the protection of
Confidential Information. I agree not to use or disclose such Confidential
Information for my own benefit or for the benefit of any other person or
business entity.
I agree to exercise my best efforts to protect the confidentiality of
Confidential Information in my possession. Upon the termination of my status as
an advisor, or at any time upon the Company's request, I shall return
immediately to the Company any and all materials containing any Confidential
Information then in my possession or under my control.
Confidential Information shall not include information which (a) is or
becomes generally known within the Company's industry through no fault of mine;
(b) was known to me at the time it was disclosed as evidenced by my written
records at the time of disclosure; (c) is lawfully and in good faith made
available to me by a third party who did not derive it from the Company and who
imposes no obligation of confidence on me; or (d) is required to be disclosed by
a governmental authority or by order of a court of competent jurisdiction,
provided that such
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disclosure is subject to all applicable governmental or judicial protection
available for like material and reasonable advance notice is given to the
Company.
ASSIGNMENT OF INVENTIONS
I agree promptly to disclose to the Company any and all ideas, concepts,
discoveries, inventions, developments, original works of authorship, software
programs, software and systems documentation, trade secrets, technical data and
know-how that are conceived, devised, invented, developed or reduced to practice
or tangible medium by me, under my direction or jointly with others during any
period that I am retained or engaged by the Company, whether or not during
normal working hours or on the premises of the Company, which relate, directly
or indirectly, to the business of the Company and arise out of my status as an
advisor to the Company (collectively, "Inventions").
I hereby assign to the Company all of my right, title and interest to the
Inventions and any and all related patent rights, copyrights and applications
and registrations therefor. During and after my service as an advisor, I shall
cooperate with the Company, at the Company's expense, in obtaining proprietary
protection for the Inventions and I shall execute all documents which the
Company shall reasonably request in order to perfect the Company's rights in the
Inventions. I hereby appoint the Company my attorney to execute and deliver any
such documents on my behalf in the event I should fail or refuse to do so within
a reasonable period following the Company's request. I understand that, to the
extent this Agreement shall be construed in accordance with the laws of any
state which limits the assignability to the Company of certain employee
inventions, this Agreement shall be interpreted not to apply to any such
invention which a court rules or the Company agrees is subject to such state
limitation.
I acknowledge that all original works of authorship made by me within the
scope of my work as an advisor which are protectible by copyright are intended
to be "works made for hire", as that term is defined in Section 101 of the
United States Copyright Act of 1976 (the "Act"), and shall be the property of
the Company and the Company shall be the sole author within the meaning of the
Act. If the copyright to any such copyrightable work shall not be the property
of the Company by operation of law, I will, without further consideration,
assign to the Company all of my right, title and interest in such copyrightable
work and will cooperate with the Company and its designees, at the Company's
expense, to secure, maintain and defend for the Company's benefit copyrights and
any extensions and renewals thereof on any and all such work. I hereby waive all
claims to moral rights in any Inventions.
I further agree to assign to the United States government all my right,
title and interest in and to any and all Inventions whenever such full title is
required to be in the United States by a contract between the Company and the
United States or any of its agencies.
I further represent that the attached Schedule A contains a complete list
of all inventions made, conceived or first reduced to practice by me, under my
direction or jointly with others prior to my appointment to the Advisory Board
of the Company ("Prior Inventions") and which are not assigned to the Company
hereunder. If there is no such Schedule A attached or if there is nothing listed
on it, I represent that there are no such Prior Inventions.
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OTHER AGREEMENTS
I hereby represent to the Company that, except as may be identified on
Schedule B, I am not bound by any agreement or any other previous or existing
business relationship which conflicts with or prevents the full performance of
my duties and obligations to the Company (including my duties and obligations
under this or any other agreement with the Company) during my service as an
advisor.
I understand that the Company does not desire to acquire from me any trade
secrets, know-how or confidential business information I may have acquired from
others. Therefore, I agree that during my service as an advisor with the Company
I will not improperly use or disclose any proprietary information or trade
secrets of any former or concurrent employer, or any other person or entity with
whom I have an agreement or to whom I owe a duty to keep such information in
confidence. Those persons or entities with whom I have such agreements or to
whom I owe such a duty are identified on Schedule B. If there is no Schedule B
attached, or if there is nothing listed on it, I represent that there are no
such agreements or person or entities.
I agree that during my service as an advisor and for a period of one year
after the termination or cessation of my service as an advisor for any reason, I
shall not directly or indirectly recruit, solicit or hire any employee of the
Company, or induce or attempt to induce any employee of the Company to
discontinue his or her employment relationship with the Company.
NO RIGHT TO CONTINUED EMPLOYMENT
I understand that this Agreement does not constitute a contract of
employment or create an obligation on the part of the Company to continue my
engagement with the Company. I understand that my engagement is "at will" and
that my obligations under this Agreement shall not be affected by any change in
my position, title or function with, or compensation, by the Company.
NOTIFICATION OF NEW EMPLOYER
In the event that I leave the services of the Company, I hereby grant
consent to notification by the Company to my new employer about my rights and
obligations under this Agreement.
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GENERAL
In the event that any one or more of the provisions contained herein
shall, for any reason, be held to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect any
other provisions of this Agreement, and all other provisions shall remain in
full force and effect. If any of the provisions of this Agreement is held to be
excessively broad, it shall be reformed and construed by limiting and reducing
it so as to be enforceable to the maximum extent permitted by law.
No delay or omission by the Company in exercising any right under this
Agreement will operate as a waiver of that or any other right. No waiver or
consent given by the Company on any occasion will be construed as a bar to or
continuing waiver of any right on any other occasion.
I acknowledge that the restrictions contained in this Agreement are
necessary for the protection of the business and goodwill of the Company and are
reasonable for such purpose. I agree that any breach of this Agreement by me
will cause irreparable damage to the Company and that in the event of such
breach, the Company shall be entitled, in addition to monetary damages and to
any other remedies available to the Company under this Agreement and at law, to
equitable relief, including injunctive relief, and to payment by myself of all
costs incurred by the Company in enforcing of the provisions of this Agreement,
including reasonable attorneys' fees.
This Agreement shall be construed as a sealed instrument and shall in all
events and for all purposes be governed by, and construed in accordance with,
the laws of the Commonwealth of Massachusetts without regard to any choice of
law principle that would dictate the application of the laws of another
jurisdiction.
I HAVE READ ALL OF THE PROVISIONS OF THIS AGREEMENT AND I UNDERSTAND, AND
AGREE TO, EACH OF SUCH PROVISIONS.
Date (Signature)____________________________
Print Name:___________________________
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SCHEDULE A
PRIOR INVENTIONS
[Initial One]
____ No Prior Inventions
____ The following is a complete list of all Prior Inventions:
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If I am claiming any Prior Inventions above, I agree that, if in the course of
my engagement with the Company, I incorporate into a Company product, process or
machine a Prior Invention owned by me or in which I have an interest, the
Company shall automatically be granted and shall have a non-exclusive,
royalty-free, irrevocable, transferrable, perpetual world-wide license to make,
have made, modify, use and sell such Prior Invention as part of, or in
connection with, such product, process or machine.
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SCHEDULE B
PRIOR COMMITMENTS
[Initial One]
________ No agreements or obligations to other persons or entities.
________ The following is a complete list of all persons or entities to whom
I have obligations and/or with whom I have an agreement:
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