EXHIBIT 10.30
Employee Confidentiality and Inventions Agreement
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In consideration of my employment with Chemdex Corporation or its
subsidiaries (together, "the Company"), I agree as follows:
1. Nondisclosure and Nonuse of Confidential Information. Except as
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required by the nature of my duties or with the prior written approval of
an authorized officer of the Company, I will never, during my employment or
thereafter, use or disclose any confidential information of the Company or any
of its customers, including without limitation customer lists, market research,
strategic plans or other information or discoveries, inventions, improvements,
know-how, methods or other trade secrets, whether developed by me or others. I
will comply with the Company's policies and procedures for the protection of
confidential information.
2. Use and Return of Documents. I will not disclose any documents,
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records, tapes and other media that contain confidential information and will
not copy any such material or remove it from the Company's premises, except as
required by the nature of my duties or as approved by authorized officer of the
Company. Upon termination of my employment, I will return to the Company all
copies of documents, records, tapes, and other media that contain confidential
information.
3. Assignments of Rights. I will promptly disclose to the Company all
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inventions, discoveries, methods, processes, works, and concepts (whether or not
patentable or copyrightable or constituting trade secrets) conceived, created,
developed or reduced to practice by me (whether alone or with others, and
whether or not during normal business hours or on or off the Company premises)
during my employment that relate to any present or proposed activity of the
Company ("Property"). I assign to the Company my full right, title and interest
to all Property. I agree to execute such documents and take such action
reasonably requested by the Company in connection with the Property. I will not
charge the Company for my time spent in complying with this obligation. All
copyrightable works that I create shall be considered "works made for hire."
4. This Agreement does not apply to Property which qualifies fully as a
nonassignable invention under the provisions of Section 2870 of the California
Labor Code as follows: "THIS IS TO NOTIFY you in accordance with Section 2872
of the California Labor Code that the foregoing Agreement between you and the
Company does not require you to assign or offer to assign to the Company any
invention that you developed entirely on your own time without using the
Company's equipment, supplies, facilities or trade secret information except for
those inventions that either: (1) relate at the time of conception or reduction
of practice of the invention to the Company's business, or actual or
demonstrably anticipated research or development of the Company; or (2) result
from any work performed by you for the Company. To the extent a provision in
the foregoing Agreement purports to require you to assign an invention
otherwise excluded from the preceding paragraph, the provision is against the
public policy of this state and is unenforceable. This limited exclusion does
not apply to any patent or invention covered by a contract between the Company
and the United States or any of its agencies requiring full title to such patent
or invention to be in the United States.
5. Non-Recruitment. For a period of one year after termination of my
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employment, I will not hire or assist in hiring any employees of the Company or
encourage any employee of the Company to become employed in any business
competitive with the Company's business, nor encourage any consultant or
supplier of the Company to discontinue its relationship with the Company.
6. Restricted Activities. I agree that some restrictions on my
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activities during and after my employment are necessary to protect the goodwill,
confidential information and other legitimate interests of the Company. While
employed, I will not undertake any planning for any outside business competitive
with the Company. During my employment and for one year after my employment
terminates, I will not engage in any business in the United States, whether as
an employee, consultant, or otherwise, that is competitive with the business of
the Company conducted or under consideration during my employment and will not
accept employment or a consulting position with any business that is, or at any
time within one year prior to my termination was, a customer of the Company. I
may, however, own 5% or less of the securities of any publicly traded company.
7. Employment. Except as provided otherwise in any other agreement
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between me and the Company, my employment is "at will" and either the Company or
I may terminate my employment at any time with or without cause. My employment
and my execution and performance of this Agreement do not conflict with any
obligations of mine to third parties. I will not disclose to the Company any
proprietary information of any third party without its consent.
8. Remedies. I understand that if I violate this Agreement the harm to
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the Company could be irreparable. I agree that, in addition to any other
remedies provided by law, the Company will be entitled to obtain injunctive
relief against any such violations without having to post a bond.
9. Consent to Jurisdiction. I consent to the jurisdiction of the federal
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and state courts in California in respect of any matter relating to this
Agreement and agree that any dispute relating to this Agreement shall be
litigated exclusively in such courts.
10. General. This Agreement shall inure to the benefit of the Company and
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any successor of the Company by reorganization, merger, consolidation or
liquidation and any assignee of all or substantially all of the business or
assets of the Company or of any division or line of business of the Company with
which I am at any time associated. This Agreement will take effect as a sealed
instrument, will continue in effect after termination of my employment for any
reason, and will be governed by California law. If any part of this Agreement is
held invalid or unenforceable, the remainder of this Agreement will be still
enforceable.
Date: December 10, 1999 Name: /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
ACCEPTED:
CHEMDEX CORPORATION
By: /s/ Xxxxx X. Xxxxx
Title: Chief Executive Officer
