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Exhibit 10.44
EMPLOYEE
CONFIDENTIALITY, INVENTION ASSIGNMENT
AND NON-COMPETE AGREEMENT
THIS EMPLOYEE CONFIDENTIALITY, INVENTION ASSIGNMENT AND NON-COMPETE
AGREEMENT ("Agreement") is made as of _________________________________________,
between deCODE genetics, Inc. (the "Company"), and _____________________________
("Employee").
In consideration of the Employee's employment or continued employment
by the Company, with the intention that this Agreement shall apply to the entire
period of Employee's employment with Inspire (including the period prior to the
date of this Agreement), the Employee hereby agrees as follows:
1. CONFIDENTIAL INFORMATION DEFINED. "Confidential Information" means trade
secrets, proprietary information, and confidential knowledge and information
which includes, but is not limited to, matters of a technical nature (such as
discoveries, ideas, concepts, designs, drawings, specifications, techniques,
models, diagrams, test data, scientific methods and know-how), and matters of a
business nature (such as the identity of customers and prospective customers,
the nature of work being done for or discussed with customers or prospective
customers, suppliers, marketing techniques and materials, marketing and
development plans, pricing or pricing policies, financial information, plans for
further development, and any other information of a similar nature not available
to the public).
2. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION OF THE COMPANY. Employee
acknowledges that, during the period of Employee's employment with the Company,
Employee has had or will have access to Confidential Information of the Company.
Therefore, Employee agrees that both during and after the period of Employee's
employment with the Company, Employee shall not, without the prior written
approval of the Company, directly or indirectly (a) reveal, report, publish,
disclose or transfer any Confidential Information the Company to any person or
entity, or (b) use any Confidential Information of the Company for any purpose
or for the benefit of any person or entity, except as may be necessary in the
performance of Employee's work for the Company.
3. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION OF OTHERS. Employee acknowledges
that, during the period of Employee's employment with the Company, Employee may
have had or will have access to Confidential Information of third parties who
have given the Company the right to use such Confidential Information, subject
to a non-disclosure agreement between the Company and such third party.
Therefore, Employee agrees that both during and after the period of Employee's
employment with the Company, Employee shall not, without the prior written
approval of the Company, directly or indirectly (a) reveal, report, publish,
disclose or transfer any Confidential Information of such third parties to any
person or entity, or (b) use any Confidential Information of such third parties
for any purpose or for the benefit of any person or entity, except as may be
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necessary in the performance of Employee's work for the Company.
4. PROPERTY OF THE COMPANY. Employee acknowledges and agrees that all
Confidential Information of the Company and all reports, drawings, blueprints,
data, notes, and other documents and records, whether printed, typed,
handwritten, videotaped, transmitted or transcribed on data files or on any
other type of media, made or compiled by Employee, or made available to
Employee, during the period of Employee's employment with the Company (including
the period prior to the date of this Agreement) concerning the Company's
Confidential Information are and shall remain the Company's property and shall
be delivered to the Company within five (5) business days after the termination
of such employment with the Company or at any earlier time on request of the
Company. Employee shall not retain copies of such Confidential Information,
documents and records.
5. PROPRIETARY NOTICES. Employee shall not, and shall not permit any other
person to, remove any proprietary or other legends or restrictive notices
contained in or included in any Confidential Information.
6. INVENTIONS.
(a) Employee shall promptly, from time to time, fully inform and
disclose to the Company in writing all inventions, copyrightable material,
designs, improvements and discoveries of any kind which Employee now has made,
conceived or developed (including prior to the date of this Agreement), or which
Employee may later make, conceive or develop, during the period of Employee's
employment with the Company, which pertain to or relate to the Company's
business or any of the work or businesses carried on by the Company
("Inventions"). This covenant applies to all such Inventions, whether or not
they are eligible for patent, copyright, trademark, trade secret or other legal
protection; and whether or not they are conceived and/or developed by Employee
alone or with others; and whether or not they are conceived and/or developed
during regular working hours; and whether or not they are conceived and/or
developed at the Company's facility or not.
(b) All Inventions shall be the sole and exclusive property of the
Company, and shall be deemed part of the Confidential Information of the Company
for purposes of this Agreement, whether or not fixed in a tangible medium of
expression. Employee hereby assigns all Employee's rights in all Inventions and
in all related patents, copyrights and trademarks, trade secrets and other
proprietary rights therein to the Company. Without limiting the foregoing,
Employee agrees that any copyrightable material shall be deemed to be "works
made for hire" and that the Company shall be deemed the author of such works
under the United States Copyright Act, provided that in the event and to the
extent such works are determined not to constitute "works made for hire",
Employee hereby irrevocably assigns and transfers to the Company all right,
title and interest in such works.
(c) Employee shall assist and cooperate with the Company, both during
and after the period of Employee's employment with the Company, at the Company's
sole expense, to allow the Company to obtain, maintain and enforce patent,
copyright, trademark, trade secret and other legal protection for the
Inventions. Employee shall sign
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such documents, and do such things necessary, to obtain such protection and to
vest the Company with full and exclusive title in all Inventions against
infringement by others. Employee hereby appoints the Secretary of the Company as
Employee's attorney-in-fact to execute documents on Employee's behalf for this
purpose.
(d) Employee shall not be entitled to any additional compensation for
any and all Inventions made during the period of Employee's employment with the
Company.
7. COVENANT NOT TO COMPETE. Employee and the Company agree that the services
rendered by the Employee are unique and irreplaceable, and that competitive use
and knowledge of any Confidential Information would substantially and
irreparably injure the Company's business, prospects and good will. Employee and
the Company also agree that the Company's business is global in nature due to
the type of products and/or services being provided. Therefore, Employee agrees
that during the period of Employee's employment with the Company and for a
period of two (2) years thereafter, Employee shall not, directly or indirectly,
through any other person, firm, corporation or other entity (whether as an
officer, director, employee, partner, consultant, holder of equity or debt
investment, lender or in any other manner or capacity):
(a) develop, sell, market, offer to sell products and/or services
anywhere in the world similar to that being developed, offered or sold by the
Company on the date of the termination of Employee's employment with the Company
for any reason;
(b) solicit, induce, encourage or attempt to induce or encourage any
employee or consultant of the Company to terminate his or her employment or
consulting relationship with the Company, or to breach any other obligation to
the Company;
(c) solicit, interfere with, disrupt, alter or attempt to disrupt or
alter the relationship, contractual or otherwise, between the Company and any
other person including, without limitation, any consultant, contractor,
customer, potential customer, or supplier of the Company; or
(d) engage in or participate in any business conducted under any name
that shall be the same as or similar to the name of the Company or any trade
name used by the Company.
Employee acknowledges that the foregoing geographic, activity and time
limitations contained in this Section 7 are reasonable and properly required for
the adequate protection of the Company's business. In the event that any such
geographic, activity or time limitation is deemed to be unreasonable by a court,
Employee shall submit to the reduction of either said activity or time
limitation to such activity or period as the court shall deem reasonable. In the
event that Employee is in violation of the aforementioned restrictive covenants,
then the time limitation thereof shall be extended for a period of time equal to
the pendency of such proceedings, including appeals.
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8. REPRESENTATIONS. Employee represents that Employee has the right to enter
into this Agreement, and that Employee's performance of all the terms of this
Agreement and his duties as an employee of the Company will not breach any
confidential information agreement, non-competition agreement or other agreement
with any former employer of his services, either as an employee, consultant,
contractor or independent contractor, or with any other party. Employee
represents that Employee will not disclose to the Company any trade secrets or
confidential or proprietary information of any third party that are not
generally available to the public.
9. DISCLOSURE OF THIS AGREEMENT. Employee hereby authorizes the Company to
notify others, including but not limited to customers of the Company and any of
Employee's future employers, of the terms of this Agreement and Employee's
responsibilities under this Agreement.
10. SPECIFIC PERFORMANCE. Employee acknowledges that money damages alone would
not adequately compensate the Company in the event of a breach or threatened
breach by Employee of this Agreement, and that, in addition to all other
remedies available to the Company at law or in equity, the Company shall be
entitled to injunctive relief for the enforcement of its rights and to an
accounting of profits made during the period of such breach.
11. NO RIGHTS GRANTED. Employee understands that nothing in this Agreement shall
be deemed to constitute, by implication or otherwise, the grant by the Company
to the employee of any license or other right under any patent, patent
application or other intellectual property right or interest belonging to the
Company.
12. SEVERABILITY.
(a) Each of the covenants provided in this Agreement are separate and
independent covenants. If any provision of this Agreement shall be determined to
be invalid or unenforceable, the remainder of this Agreement shall not be
affected thereby and any such invalid or unenforceable provision shall be
reformed so as to be valid and enforceable to the fullest extent permitted by
law.
(b) It is not a defense to the enforcement of any provision of this
Agreement that the Company has breached or failed to perform any obligation or
covenant hereunder or under any other agreement or understanding between
Employee and the Company.
13. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to conflict of
law rules.
14. SUPERSEDES OTHER AGREEMENTS. This Agreement contains the entire agreement of
the parties with respect to subject matter hereof and supersedes all previous
agreements and understandings between the parties with respect to its subject
matter.
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15. AMENDMENTS. This Agreement may not be changed, modified, released,
discharged, abandoned or otherwise terminated in whole or in part except by an
instrument in writing, agreed to and signed by the Employee and a duly
authorized officer of the Company.
16. ACKNOWLEDGEMENTS. THE EMPLOYEE ACKNOWLEDGES THAT (i) THE EMPLOYEE HAS READ
AND FULLY UNDERSTANDS THIS AGREEMENT; (ii) THE EMPLOYEE HAS BEEN GIVEN THE
OPPORTUNITY TO ASK QUESTIONS; (iii) THE EMPLOYEE HAS RECEIVED A COPY OF THIS
AGREEMENT, THE ORIGINAL OF WHICH WILL BE RETAINED IN THE EMPLOYEE'S PERSONNEL
FILE; AND (iv) THE EMPLOYEE'S OBLIGATIONS UNDER THIS AGREEMENT SURVIVE THE
TERMINATION OF THE EMPLOYEE'S EMPLOYMENT WITH THE COMPANY FOR ANY REASON.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
deCODE genetics, Inc.
By: _____________________________________
Name: ___________________________________
Title: __________________________________
WITNESS OR ATTEST: EMPLOYEE: _______________________________
__________________________________ Name: ___________________________________
Address: ________________________________
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