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EXHIBIT 10.23
LIPID SCIENCES, INC.
EMPLOYEE CONFIDENTIAL INFORMATION AND
INVENTIONS AGREEMENT
In partial consideration and as a condition of my employment or
continued employment with Lipid Sciences, Inc., a Delaware corporation (which
together with any parent, subsidiary, affiliate, or successor is hereinafter
referred to as the "Company"), and effective as of the date that my employment
with the Company first commenced, I hereby agree as follows:
1. NONCOMPETITION; NONSOLICITATION
(a) During my employment with the Company, I will perform for
the Company such duties as it may designate from time to time and will devote my
full time and best efforts to the business of the Company and will not, without
the prior written approval of (i) an officer of the Company if I am not an
executive officer of the Company or (ii) the Board of Directors of the Company
if I am an executive officer of the Company, (a) engage in any other
professional employment or consulting, or (b) directly or indirectly participate
in or assist any business which is a current or potential supplier, customer, or
competitor of the Company.
(b) During the term of my employment by the Company, and for
twelve months thereafter, I shall not directly or indirectly, without the prior
written consent of the Company, solicit, recruit, encourage or induce any
employees, directors, consultants, contractors or subcontractors of the Company
to leave the employ of the Company, either on my own behalf or on behalf of any
other person or entity.
2. CONFIDENTIALITY OBLIGATION
I will hold all Company Confidential Information in confidence
and will not disclose, use, copy, publish, summarize, or remove from the
Company's premises any Confidential Information, except (a) as necessary to
carry out my assigned responsibilities as a Company employee, and (b) after
termination of my employment, only as specifically authorized in writing by an
officer of the Company. "Confidential Information" is all information related to
any aspect of the Company's business which is either information not known by
actual or potential competitors of the Company or is proprietary information of
the Company, whether of a technical nature or otherwise. Confidential
Information includes but is not limited to products, inventions, innovations,
ideas, discoveries, designs, methods, formulas, patterns, compilations,
software, databases, object codes, programs, trade secrets, works of authorship,
mask works,
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developmental or experimental work, processes, techniques, improvements,
know-how, licenses, data, biological materials, gene sequences, cell lines,
assays, algorithms data tests, models, results, analyses, prices, budgets,
financial information and forecasts, product plans, marketing plans and
strategies, agreements and customer lists.
3. INFORMATION OF OTHERS
I will safeguard and keep confidential the proprietary
information of customers, vendors, consultants, and other parties with which the
Company does business to the same extent as if it were Company Confidential
Information. I will not, during my employment with the Company or otherwise, use
or disclose to the Company any confidential, trade secret, or other proprietary
information or material of any previous employer or other person, and I will not
bring onto the Company's premises any unpublished document or any other property
belonging to any former employer without the written consent of that former
employer.
4. COMPANY PROPERTY
All papers, records, data, notes, drawings, files, documents,
samples, devices, products, equipment, and other materials, including copies,
relating to the Company's business that I possess or create as a result of my
employment with the Company, whether or not confidential, are the sole and
exclusive property of the Company. In the event of the termination of my
employment, I will promptly deliver all such materials to the Company and will
sign and deliver to the Company the "Termination Certificate" attached hereto as
Exhibit A. In addition, during my employment with the Company and during the
30-day period after termination thereof, I agree to provide reasonably adequate
written disclosure to the Company as soon as practicable upon request by the
Company of any information or know-how obtained by me relating to my work with
the Company and fully cooperate with the Company to ensure that the Company has
the full benefit of such information and know-how.
5. OWNERSHIP OF INVENTIONS
All products, inventions, innovations, ideas, discoveries,
designs, methods, formulas, software, object codes, databases, algorithms, trade
secrets, works of authorship, mask works, developmental or experimental work,
processes, techniques, models, improvements, and related know-how which result
from work performed by me, alone or with others, on behalf of the Company or
from access to the Company Confidential Information or property whether or not
patentable, copyrightable, or qualified for mask work protection (collectively
"Inventions") shall be the property of the
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Company, and, to the extent permitted by law, shall be "works made for hire." I
hereby assign and agree to assign to the Company or its designee, without
further consideration, my entire right, title, and interest in and to all
Inventions, other than those described in Section 6 of this Agreement, including
all rights to obtain, register, perfect, and enforce patents, copyrights, mask
work rights, and other intellectual property protection for Inventions. I will
disclose promptly and in writing to the individual designated by the Company or
to my immediate supervisor all Inventions which I have made or reduced to
practice. During my employment and for four years after, I will assist the
Company (at its expense) to obtain and enforce patents, copyrights, mask work
rights, and other forms of intellectual property protection on Inventions.
6. EXCLUDED INVENTIONS
Attached hereto as Schedule 6 is a list of all inventions,
improvements, and original works of authorship which I desire to exclude from
this Agreement, each of which has been made or reduced to practice by me prior
to my employment by the Company. If no list is attached to this Agreement, or if
I have completed Schedule 6 by writing "None," there are no inventions to be
excluded at the time of my signing of this Agreement. I understand that this
Agreement requires disclosure, but not assignment, of any invention that
qualifies under Section 2870 of the California Labor Code, which reads as
follows:
"(a) Any provision in an employment agreement which
provides that an employee shall assign or offer to assign any
of his or her rights in an invention to his or her employer
shall not apply to an invention that the employee developed
entirely on his or her own time without using the employer's
equipment, supplies, facilities, or trade secret information
except for those inventions that either:
(1) Relate at the time of conception or
reduction to practice of the invention to the
employer's business or actual or demonstrably
anticipated research or development of the employer;
or
(2) Result from any work performed by the
employee for the employer.
(b) To the extent a provision in an employment agreement
purports to require an employee to assign an invention
otherwise excluded from being required to be assigned under
subdivision (a), the provision is against the public policy of
this state and is unenforceable."
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7. PRIOR CONTRACTS
I represent that there are no other contracts to assign
inventions that are now in existence between any other person or entity and me.
I further represent that I have no other employments, consultancies, or
undertakings which would restrict or impair my performance of this Agreement.
8. AGREEMENTS WITH THIRD PARTIES
I acknowledge that the Company from time to time may have
agreements with other persons or with the United States Government or agencies
thereof which impose obligations or restrictions on the Company regarding
Inventions made during the course of work under such agreements or regarding the
confidential nature of such work. I agree to be bound by all such obligations or
restrictions and to take all action necessary to discharge the obligations of
the Company thereunder.
9. AT WILL EMPLOYMENT
I agree that unless specifically provided in another writing
signed by me and an officer of the Company, my employment by the Company is not
for a definite period of time. Rather, my employment relationship with the
Company is one of employment at will and my continued employment is not
obligatory by either myself or the Company.
10. MISCELLANEOUS
10.1 Governing Law
This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California, excluding those laws that
direct the application of the laws of another jurisdiction.
10.2 Severability
If any provision of this Agreement shall be
determined to be invalid or unenforceable for any reason, that provision shall
be adjusted rather than voided, if possible, in order to achieve the intent of
the parties to the extent possible. In any event, all other provisions of this
Agreement, shall be deemed valid, and enforceable to the full extent possible.
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10.3 Injunctive Relief; Consent to Jurisdiction
I acknowledge and agree that damages will not be an
adequate remedy in the event of a breach of any of my obligations under this
Agreement. I therefore agree that the Company shall be entitled (without
limitation of any other rights or remedies otherwise available to the Company)
to obtain, without posting bond, specific performance and preliminary and
permanent injunction from any court of competent jurisdiction prohibiting the
continuance or recurrence of any breach of this Agreement. I hereby submit
myself to the jurisdiction and venue of the courts of the State of California
for purposes of any such action. I further agree that service upon me in any
such action or proceeding may be made by first class mail, certified or
registered, to my address last appearing in the records of the Company.
10.4 Arbitration
I further agree that the Company, at its option, may
elect to submit any dispute or controversy arising out of or related to this
Agreement for final settlement by arbitration conducted in Santa Xxxxx County,
California in accordance with the then existing rules of the American
Arbitration Association, and judgment upon the award rendered by the arbitrators
shall be specifically enforceable and may be entered in any court having
jurisdiction thereof.
10.5 Binding Effect; Waiver
This Agreement shall be binding upon and shall inure
to the benefit of the successors, executors, administrators, heirs,
representatives, and assigns of the parties. The waiver by the Company of a
breach of any provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach of the same or any other provision hereof.
10.6 Headings
The Section headings herein are intended for
reference and shall not by themselves determine the construction or
interpretation of this Agreement.
10.7 Entire Agreement; Modifications
This Employee Confidential Information and Inventions
Agreement contains the entire agreement between the Company and the undersigned
employee concerning the subject matter hereof and supersedes any and all prior
and contemporaneous negotiations, correspondence, understandings, and
agreements, whether oral or written, respecting that subject matter. All
modifications to this Agreement must
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be in writing and signed by the party against whom enforcement of such
modification is sought.
IN WITNESS WHEREOF, I have executed this Employee Confidential
Information and Inventions Agreement as of the ____________ day of
_______________, 2001.
__________________________________
Employee's Signature
__________________________________
Printed Name of Employee
__________________________________
__________________________________
__________________________________
Address
RECEIPT ACKNOWLEDGED:
LIPID SCIENCES, INC.
By:
____________________________
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SCHEDULE 6
(Excluded Inventions, Improvements, and
Original Works of Authorship)
Identifying Number
Title Date Or Brief Description
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EXHIBIT A
LIPID SCIENCES, INC.
TERMINATION CERTIFICATION
This is to certify that I do not have in my possession, nor
have I failed to return, any papers, records, data, notes, drawings, models,
files, documents, samples, devices, products, equipment, and other materials,
including reproductions of any of the aforementioned items, belonging to Lipid
Sciences, Inc., its subsidiaries, affiliates, successors, or assigns (together,
the "Company").
I further certify that I have complied with all the terms of
the Company's Confidential Information and Inventions Agreement signed by me,
including the reporting of any inventions and original works of authorship (as
defined therein) conceived or made by me (solely or jointly with others) covered
by that agreement.
I further agree that, in compliance with the Confidential
Information and Inventions Agreement, I will hold in confidence and will not
disclose, use, copy, publish, or summarize any Confidential Information (as
defined in the Company's Confidential Information and Inventions Agreement) of
the Company or of any of its customers, vendors, consultants, and other parties
with which it does business.
Date: ____________________
_____________________________________
Employee's Signature
_____________________________________
Type/Print Employee's Name
