EXHIBIT 10.11
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PARADIGM GENETICS INC.
FOUNDER PROPRIETARY INFORMATION
AND INVENTIONS AGREEMENT
In consideration of my employment or continued employment by Paradigm
Genetics Inc., a North Carolina corporation (the "Company"), and the
compensation now and hereafter paid to me, I hereby agree as follows:
1. PROPRIETARY INFORMATION AND CONFIDENTIALITY
1.1 RECOGNITION OF COMPANY'S RIGHTS; NONDISCLOSURE. I acknowledge and
agree that during and by reason of my employment with the Company, I may have
had access to or received, or may have access to or receive, Proprietary
Information (defined below). At all times during my employment and thereafter,
I will hold in strictest confidence, and in a fiduciary capacity for the benefit
of the Company, and will not disclose, use, lecture upon or publish any
Proprietary Information, except as such disclosure, use or publication may be
required in connection with my work for the Company, or unless an executive
officer of the Company expressly authorizes in writing such disclosure, use or
publication. I agree that all Proprietary Information shall be the sole and
exclusive property of the Company and its successors and assigns. I agree that
my obligations under this Agreement shall continue as to each item of
Proprietary Information until such item has become public knowledge through no
fault of mine and by proper means without breach of this Agreement.
1.2 PROPRIETARY INFORMATION. The term "Proprietary Information" shall
mean any and all confidential, private, secret or proprietary knowledge, data or
information of or concerning the Company and/or its affiliates, including, but
not limited to, information relating to products, processes, know-how, trade
secrets, designs, formulae, patterns, methods, techniques, developmental or
experimental work, improvements, discoveries, inventions, devices, ideas, source
and object codes, data, programs, other works of authorship, specifications,
plans for research and development, marketing and selling, business plans,
projections, budgets and unpublished financial statements, licenses, prices and
costs, suppliers and customers, training techniques and materials, and the
skills and compensation of other employees of the Company.
1.3 THIRD PARTY INFORMATION. I understand, in addition, that the Company
ahs received and in the future will receive from third parties confidential or
proprietary information ("Third Party Information") subject to a duty on the
Company's part to maintain the confidentiality of such information and to use it
only for certain limited purposes. During the term of my employment and
thereafter, I will hold Third Party Information in the strictest confidence and
will not disclose to anyone (other than the Company's employees and agents who
need to know such information in connection with their work for the Company) or
use, except as required in my work for the Company, Third Party Information
unless expressly authorized in writing by an executive officer of the Company.
2. ASSIGNMENT OF INVENTIONS AND OTHER DEVELOPMENTS.
2.1 DISCLOSURE OF INVENTIONS AND OTHER DEVELOPMENTS. I agree to hold in a
fiduciary capacity for the benefit of the Company and to make full and prompt
disclosure to the Company of all inventions, discoveries, developments, devices,
processes, designs, methods, software, works of authorship, and improvements,
whether or not patentable or copyrightable, which are made, conceived, created,
discovered, developed or reduced to practice by me, alone or jointly with
others, or otherwise, during the term of my employment by the Company and during
the period of six (6) months after the termination of such employment, that
relate in any way to the Company's business or actual or anticipated research or
development, or result in any way from any work performed by me for or on behalf
of the Company (all of which inventions and other such items described above are
collectively referred to as "Developments"). I acknowledge that all original
works of authorship which are made by me (solely or jointly with others) within
the scope of my employment and which are protectable by copyright are "works
made for hire," pursuant to the United States Copyright Act.
2.2 ASSIGNMENT OF INVENTIONS AND OTHER DEVELOPMENTS; RECORDS. I hereby
assign and agree to assign to the Company (or any entity or person designated by
the Company) all of my right, title and interest in and to all Developments and
all intellectual property or other proprietary information or rights with
respect thereto (the "Proprietary Rights"), including, without limitation, all
related patents, patent applications, copyrights and copyright applications and
trade secrets. I agree to keep and maintain complete, accurate and current
accounts and records (including notes, sketches, and drawings and in any other
form that may be required by the Company from time to time) of all Developments
and Proprietary Information, made, conceived, created, discovered or developed
by me, which records shall be available to and shall be and remain the sole and
exclusive property of the Company at all times.
2.3 ENFORCEMENT OF PROPRIETARY RIGHTS. I will assist the Company in every
proper way to obtain, and from time to time enforce, United States and foreign
Proprietary Rights relating to all Developments in nay and all countries. To
that end I will execute, verify and deliver such documents and perform such
other acts (including appearances as a witness) as the Company may reasonably
request for use in applying for, obtaining, perfecting, evidencing, sustaining
and enforcing such Proprietary Rights and the assignment thereof. In addition,
I will execute, verify and deliver assignments of such Proprietary Rights
relating to all Developments in any and all countries shall continue beyond the
termination of my employment, but the Company shall compensate me at a
reasonable rate after my termination for the time actually spent by me at the
Company's request on such assistance.
2.4 PRIOR INVENTIONS. Except as I have notified the Company in writing
prior to the date of this Agreement, there are no inventions, discoveries or the
like which I have made prior to the commencement of my employment with the
Company and which are excluded form the scope of this Agreement. The Company
acknowledges and agrees that I have notified the Company of my agreements with
my former employer, Novartis Corp. Protection, Inc. and its affiliates
("Novartis") under which Novartis has certain rights with respect to inventions,
discoveries or the like made by me in connection with my employment with
Novartis. I have not and will not use any trade secrets of Novartis in the
course of my employment with the Company
that may expose the Company or any employees of the Company to any liability
under any agreement, rule, regulation or statute. No patent, discovery,
invention, improvement, process or device made, discovered or developed by me
while employed with Novartis or within six months subsequent to such employment
has or will be used in any business of the Company in any manner that violates
or infringes the intellectual property rights of Novartis or violates or
infringes the intellectual property rights of Novartis or violates any agreement
between me and Novartis.
3. ADDITIONAL ACTIVITIES. I agree that during the period of my employment
by the Company I will not, without the Company's express written consent, engage
in any employment or business activity that is competitive with, or would
otherwise conflict with, my employment by the Company. I agree further that for
the period of my employment by the Company, and for twelve (12) months after the
date of termination of my employment by the Company, I will induce any employee
of the Company to leave the employ of the Company.
4. RETURN OF THE COMPANY POLICY. When I leave the Company, I will deliver
promptly to the Company any and all records, drawings, sketches, notes,
memoranda, reports, specification, devices, formulae, and documents, together
with all copies thereof, any other material containing or disclosing any
Developments, Third Party Information or Proprietary Information of the Company,
and other property that I shall have received in connection with or otherwise
possess by virtue of my employment with the Company.
5. REMEDIES. I agree that any breach of this Agreement by me is likely to
cause the Company substantial and irrevocable damage and, therefore, I agree
that the Company shall have the right to enforce this Agreement by injunction,
specific performance or other equitable relief, without bond and without
prejudice to any other rights and remedies that the Company may have for breach
of this Agreement.
6. GENERAL PROVISIONS.
6.1 GOVERNING LAW; CONSENT OF JURISDICTION. This Agreement will be
governed by and construed according to the laws of the State of North Carolina,
without regard to conflicts of laws principles. I hereby expressly consent to
the personal jurisdiction of the state and federal courts located in North
Carolina for any lawsuit filed there against me be the Company arising from or
related to this Agreement.
6.2 SEVERABILITY. In case any one or more of the provisions contained in
this Agreement shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect the other provisions of this Agreement, and this Agreement
shall for any reason be held to be excessively broad as to duration, scope,
activity or subject, it shall be construed by limiting and reducing it, so as to
be enforceable to the extent compatible with the applicable law as it shall then
appear.
6.3 EMPLOYMENT. I understand that this Agreement does not constitute a
contract of employment and does not imply that my employment will continue for
any period of time.
6.4. OTHER PROVISIONS. This Agreement will be binding upon my heirs,
executors, administrators and other legal representatives and will be for the
benefit of the Company, its successors, and assigns. The provisions of this
Agreement shall survive the termination of my employment and the assignment of
this Agreement by the Company to any successor in interest or other assignee.
No waiver by the Company of any breach of this Agreement shall be a waiver of
any preceding or succeeding breach. No waiver by the Company of any right under
this Agreement shall be construed as a waiver of any other right. The
obligations pursuant to this Agreement shall apply to any time during which I
was previously employed, or am in the future employed, by the Company as a
consultant if no other agreement governs nondisclosure and assignment of
inventions during such period. This Agreement is the final, complete and
exclusive agreement of the parties with respect to the subject matter hereof and
supersedes and merges all prior discussions between us. No modification of or
amendment to this Agreement, nor any waiver of any rights under this Agreement,
will be effective unless in writing and signed by the party to be charged.
[Signatures appear on next page]
This Agreement shall be effective as of the first day of my employment with
the Company, namely: __________________.
PARADIGM GENETICS, INC.
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: CEO/President
Address:
/s/ Xxxx Xxxxxxx
______________________________
Xxxx Xxxxxxx
______________________________
(Printed Name)
Dated as of February 12, 1998.
