EXHIBIT 10.6 CONFIDENTIALITY AGREEMENT - EMPLOYEE
CONFIDENTIALITY AGREEMENT
THIS AGREEMENT is entered into by ("Employee") and Elite Laboratories,
Inc. ("Elite") this _____ day of ________________, 199____.
RECITALS
A. Employee is an employee of Elite. As such, he may obtain
confidential information pertaining to the business of Elite and companies or
other entities with which it does business.
B. Disclosure of confidential information could be highly detrimental
to Elite. In addition to providing possible benefits to the competitors of Elite
and entities with which it conducts business, such disclosure could adversely
affect the relationship of Elite with such other entities. Elite is frequently
required, in conducting its business, to assure other entities that all
personnel of Elite who obtain confidential information will have executed an
agreement not to disclose it.
C. The purpose of this Agreement is to document the assurance of the
Employee that he will not disclose any confidential information of Elite and
thereby permit information pertaining to its business to be disclosed to
Employee, to the extent such Employee needs to know certain confidential
information to make more informed decisions.
AGREEMENT
1. Confidential Information. For purposes of this Agreement,
confidential information constitutes any and all information concerning Elite's
business, including but not limited to, the qualifications and capabilities of
its technical employees, the scope and nature of technical work being performed
by Elite, the terms of any and all agreements between Elite and other entities
related to research, development, licensing, or testing of products and
potential products, the data or results generated by any testing or evaluation,
the decisions to develop or forgo development of any product, and any other fact
or matter pertaining to the business of Elite that is not generally available
and known in the pharmaceutical industry.
2. Nondisclosure. Employee covenants that he will not disclose any
confidential information at any time, under any circumstances, to any person
other than an officer or director of Elite, unless pursuant to a valid subpoena
or order of a court of competent jurisdiction. Employee further warrants and
represents that he has not, during his tenure as a director, disclosed any
confidential information to any person or entity.
3. Conflicts of Interest. Employee covenants that he will reveal to the
board of directors any potential conflicts of interest which he may have at any
time with respect to Elite. Such potential conflicts shall be defined to include
any legal or beneficial interest in a business operating in the pharmaceutical
industry, and any relationship, formal or informal, as an officer, director,
partner, employee, consultant, agent or otherwise, with a company in the
pharmaceutical industry. The potential conflict so disclosed shall be fully
described. Disclosure of the potential conflict shall not, in and of itself,
constitute an indication of any wrongdoing on the part of Employee, nor shall
Employee be required to eliminate the potential conflict of interest (although
disclosure of information to the Employee may be redacted as appears in the best
interest of Elite).
4. Governing Law. This Agreement shall be governed by the laws of the
state of New Jersey, provided that nothing in this Agreement shall diminish the
obligations of Employee under the laws of Delaware governing corporations
created thereunder.
Employee
Print Name
ELITE LABORATORIES, INC.
By:
Xxxx X. Xxxxx, President
