INVENTION AND SECRECY AGREEMENT
Exhibit
10.4
This
agreement is effective as of the 1st day of December 2005.
BETWEEN
Nutrition
21, Inc.
AND
Xxxx
X.
XxXxxxx
The
parties agree as follows:
| 1. |
In
the Agreement:
|
|
"Company"
shall mean Nutrition 21, Inc. and any corporation which either directly
or
indirectly controls, is controlled by or is under common control
with
Nutrition 21, Inc.
|
|
"Confidential
Information" means any trade secret or confidential information possessed
now or in the future by the Company or any associated company which
has
been disclosed to employee in connection with his employment with
the
Company which has commercial value for the businesses, investigations
or
research programs in which the Company is, or is likely to become
engaged.
Without limiting its scope the term includes information in the discovery
or development of which the Employee participates during the period
of
his/her employment by the Company.
|
|
"Developments"
means all ideas, processes, developments, designs, systems, programs,
discoveries, inventions, improvements and writings, whether patentable
or
not.
|
|
"Employment"
means employment by the Company.
|
|
2.
|
The
Employee, in consideration of his/her employment by the Company,
agrees as
follows:
|
| (a) |
That
he/she will not during the term of his/her employment engage in
any
activity competitive with or adverse to the welfare of the Company,
whether alone, as a partner or as an officer, director, employee
or major
shareholder of another corporation (i.e., at least 1% shareholder),
unless
he/she has the prior written consent of the
Company.
|
Initials
DDM
1
| (b) |
That
he/she will during the term of his employment promptly disclose and
assign
to the Company the full rights to all Developments made by the Employee,
whether alone or with others, which fall within the scope of the
Company's
businesses, investigations or research
programs.
|
As
a
matter of record the Employee attaches hereto a complete list of all relevant
Developments made by him/her, alone or jointly with others, prior to his/her
employment with the Company, which shall not be subject to this Agreement.
If no
such list is attached to this Agreement the Employee acknowledges that there
are
no such Developments.
This
agreement does not apply to an invention for which no equipment, supplies,
facility or trade secret information of the Company was used and which was
developed entirely on the Employee's time; and which (a) does not relate (1)
to
the business of the Company, or (2) to the Company's actual or demonstrably
anticipated research or development, or (b) does not result from any work
performed by the Employee for the Company.
| (c) |
The
Employee will both during and after his/her employment assist the
Company,
at the Company's expense, to obtain, maintain and enforce for the
Company
in any and all countries patents and copyrights on all Developments
assigned by the Employee to the Company as above provided, and for
such
purpose the Employee shall sign all documents as the Company may
reasonably request. If the Company is unable for any reason to secure
the
Employee's signature to any document required to apply for or execute
any
patent application with respect to such Development, or to any related
document, the Employee hereby irrevocably appoints the Company as
his/her
agent and attorney to act in his/her stead to execute and file any
such
document and to do all other acts to further the issuance of patents
thereon with the same legal force and effect as if executed by
him.
|
| (d) |
All
Confidential Information and all patents and other rights in connection
therewith shall be the sole property of the Company and its assigns.
The
Employee hereby assigns to the Company any rights the Employee may
have or
may acquire in the Confidential
Information.
|
The
Employee undertakes that throughout his/her employment by the Company and
thereafter for as long as the Company's interests require it, he/she will hold
all the Confidential Information in the strictest confidence and will not
without the Company's written permission divulge such information to others
except for the purposes of the Company's business.
| (e) |
The
Employee agrees to deliver to the Company all records of every
type and
all copies thereof, which relate to Confidential Information upon
termination of his/her employment.
|
Initials
DDM
2
| 3. |
The
Company agrees to consider promptly and in good faith, but without
obligation, any request by the Employee to release any of its rights
to
Developments assigned to the Company under this
Agreement.
|
| 4. |
Without
any prejudice to any other remedies available to the Company in respect
of
a breach of this Agreement, the Company shall be entitled to seek
an
injunction restraining the Employee from committing a breach or threatened
breach of the terms of this
Agreement.
|
| 5. |
This
Agreement
|
| (a) |
Constitutes
the entire agreement between the parties in respect of the matters
dealt
with herein and replaces all previous agreements or
understandings.
|
| (b) |
May
only be amended by a further agreement in writing signed by the
parties.
|
| (c) |
Shall
ensure to the benefit of the Company's successors and
assigns.
|
| (d) |
Shall
be governed by the laws of the State of New
York.
|
IN
WITNESS WHEREOF
the
parties have executed this Agreement as of the date and year first written
above.
| NUTRITION 21, INC. | Xxxx XxXxxxx | ||||
| BY: | /s/ Xxxxxxxx X. Xxxxx | BY: | /s/ Xxxx XxXxxxx | ||
|
Xxxxxxxx X. Xxxxx |
|
||||
| TITLE:
General
Counsel |
DATE:
December 1,
2005 |
||||
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