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Exhibit 10.2
PROPRIETARY INFORMATION & PROPERTY AGREEMENT
THIS PROPRIETARY INFORMATION & PROPERTY AGREEMENT IS MADE AS OF
_____________, between Cellomics, Inc., ("Cellomics") and ___________________ an
individual residing in ___________________________, _________________________.
WHEREAS, Employee will be engaged by Cellomics, in a position of trust
and confidence in which Employee will learn of, have access to, and develop
confidential trade secret and other proprietary Information of Cellomics; and
WHEREAS, Cellomics desires to protect its rights in such confidential,
trade secret and other proprietary Information and to obtain the ownership of
certain inventions, programs, and other creations made or developed by Employee;
NOW THEREFORE, Cellomics and Employee, in consideration for Cellomics' offer of
employment to Employee, intending to be legally bound, agree as follows:
1. Nondisclosure of Information. (a) Employee acknowledges that
Cellomics has invested and will continue to invest considerable resources in the
research, development and advancement of Cellomics' business and certain
technology, which investment has and will continue to result in the generation
of proprietary, confidential and/or trade secret Information (including data,
techniques and materials, tangible and intangible), which properly belong to
Cellomics or in respect of which Cellomics owes an obligation of confidentiality
to a third party. Employee acknowledges and agrees that it would be unlawful for
Employee to appropriate, to attempt to appropriate, or to disclose to anyone or
use for his own benefit or for a third party's benefit such data, information,
techniques or materials relating to the business of Cellomics as conducted by
Cellomics.
(b) For purposes of this Agreement all confidential, proprietary or
trade secret Information enumerated or mentioned in Section 1(a) is hereinafter
referred to as "Information." Any restrictions on disclosure and use of the
Information will apply to all copies of the Information, whether in whole or in
part and irrespective of the media by or in which the Information is recorded or
evidenced.
(c) During the term of Employee's service with Cellomics and thereafter
termination of such employment, unless authorized in writing by Cellomics,
Employee will not:
(i) use for Employee's benefit or advantage the Information,
or
(ii) use the Information for the benefit or advantage of any
third party, or
(iii) improperly disclose or cause to be disclosed the
Information or authorize or permit such disclosure of the Information
to any third party, or
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(iv) deliberately or with gross negligence, use the
Information in any manner which may injure or cause loss to Cellomics
directly or indirectly.
(d) Employee will not be liable for the disclosure of Information
which:
(i) is in the public domain, or
(ii) is received rightfully by Employee from a third party
having a lawful right to possess, or
(iii) is ordered by a court of law or other governmental
entity and Employee takes such reasonable steps available to Employee
to protect the confidentiality of the Information while complying with
such order; provided however, that Employee shall maintain a detailed
written record, available for Cellomics' inspection, of all disclosures
pursuant to this provision, or
(iv) was known to Employee prior to entering into this
Agreement.
(e) Employee will surrender to Cellomics at any time upon request, and
upon termination of Employee's service with Cellomics for any reason, all
written or otherwise tangible documentation representing or embodying the
Information, in whatever form, whether or not copyrighted, patented, or
protected as a mask work or otherwise protectable, and any copies or imitations
of the Information, whether or not made by the Employee.
(f) Employee agrees to provide additional services upon reasonable
request for consultation for a period of up to six (6) months after termination
of employment to provide Information and details with respect to any work or
activity performed or materials created by Employee alone or with others during
service with Cellomics. Employee will be reimbursed for these services.
(g) Employee agrees to comply with all security regulations established
by the United States government and by Cellomics, its customers, Employees and
other third parties for the purpose of protecting the Developments or
Information as those terms are herein defined. Employee further agrees to comply
with United States laws and regulations governing the export and re-export of
commodities and technical data.
(h) Employee agrees not to disclose Information to any person
affiliated with any third party who has not executed a non-disclosure agreement
with Cellomics and to disclose Information only in the course of performing
her/his duties for Cellomics.
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(i) Employee agrees to refrain from making any copies of written
material or tangible objects embodying Information, except as such copies are
required in the performance of his duties for Cellomics.
(j) Upon termination of employment with Cellomics for any reason
whatsoever (including by retirement, by resignation, or for cause), Employee
agrees to deliver to Cellomics all written and/or tangible materials, including
all copies thereof, all magnetic and other types of Information storage media
and all models, machines, mechanisms, prototypes and the like embodying any
Information which he obtained in the course of service with Cellomics, whether
or not he is the author, maker or inventor of same. Employee recognizes that
this obligation requires him to deliver to Cellomics upon termination of service
all such written and tangible materials, including but not limited to letters,
memoranda, reports, notes, notebooks, books of accounts, data, disks, drawings,
prints, plans, specifications, tapes and other data storage media and the like
which he has in his possession or control.
2. Ownership of Programs and Inventions. Any and all creations,
developments, discoveries, inventions, works of authorship, enhancements,
modifications and improvements, including without limitation computer programs,
data bases, data files and the like, (hereinafter collectively referred to as
"Development" or "Developments"), whether or not the Developments are
copyrightable, patentable, protectable as mask works or otherwise protectable
(such as by employment, contract, or implied duty), and whether published or
unpublished, conceived, invented, developed, created or produced by Employee
alone or with others during the term of his employment with Cellomics, will be
the sole and exclusive property of Cellomics if the Development is:
(a) within the scope of Employee's duties assigned with his position,
or
(b) in whole or in part, the result of Employee's use of Cellomics'
resources, including without limitation personnel, computers, data bases,
communications facilities, laboratory facilities, word processing systems,
programs, or office facilities.
Employee hereby acknowledges that Cellomics will have principal
supervisions and control of the development of all products or services, such
that all Developments subject to Copyright will become "works made for hire"
under Section 101 of the Copyright Act of 1976, as amended. Employee will
disclose promptly to Cellomics any and all Developments and will reduce such
disclosures to a detailed writing upon request by Cellomics.
During the term of Employee's service with Cellomics, Employee agrees
to assign and does hereby assign to Cellomics all rights in the Developments
created by Employee alone or with others as part of his duties of employment at
Cellomics, and all rights in any trademarks, copyrights, mask works, patents,
trade secrets and intellectual property rights and any applications for
registration for same, in the United States and such foreign countries as
Cellomics may designate, which are related to the Developments, including
without limitation all accompanying misappropriations and to receive all
proceeds as related to any judgment or settlement of same. Employee agrees to
execute and deliver to Cellomics all instruments and papers Cellomics reasonably
deems necessary to vest in Cellomics sole title to and all exclusive rights in
the Developments created by Employee alone or with others as part of his
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duties of employment with Cellomics and in all related trademarks, copyrights,
mask work protection rights, and/or patent rights so created during the term of
service if related to and/or dependent upon Information and/or work done by or
Information learned by Employee during his service with Cellomics. Employee
agrees to execute and deliver to Cellomics all instruments and papers which
Cellomics reasonably deems necessary for use in applying for trademarks,
copyrights, mask work protections, patents or such other legal protections as
Cellomics may reasonably desire. While employed by Cellomics, Employee further
agrees to assist fully Cellomics or its nominees as is reasonably required in
the preparation and prosecution of any trademark, copyright, mask work
protection, patent, or trade secret arbitration or litigation.
3. Government Contracts. If performance of Employee's services involves
work under government contracts, grants, or Cooperative Research and Development
Agreements ("CRADAS"), Employee agrees to be bound by the obligations, terms,
and conditions associated with such contracts, grants, or CRADAS, all of which
are incorporated herein by reference as if fully set forth. If services
performed include receiving, handling or developing any government classified
material, Employee shall comply with all applicable security regulations and
requirements, and immediately submit a confidential report to Cellomics if
Employee has any cause to believe there is any danger of espionage, improper
disclosure or misuse of funds affecting work under a government contract.
4. Prior Obligations of Employee. Employee warrants and represents that
Employee's performance of his duties will not violate any other obligations of
Employee including any other agreements to which Employee is a party. Employee
will not bring any materials which are proprietary to a third party to Cellomics
without the prior written consent of such third party.
5. Miscellaneous. The failure of Cellomics to object to any conduct or
violation of any of the covenants made by Employee under this Agreement will not
be deemed a waiver by Cellomics of any rights or remedies Cellomics may have
under this Agreement.
This Agreement is binding upon the parties hereto. Employee agrees that
the obligations of this Agreement will survive the termination of Employee's
employment with Cellomics.
No alterations, amendments, changes or additions to this Agreement will
be binding upon either Cellomics or Employee unless reduced to writing and
signed by both parties.
No waiver of any right arising under this Agreement made by either
party will be valid unless given in an appropriate writing signed by that party.
Employee is fully aware of Employee's right to discuss any and all
aspects of this Agreement with an attorney chosen by Employee, and Employee
further acknowledges that he has carefully read and fully understands all of the
provisions of this Agreement and that Employee, in all consideration for
Cellomics' offer of employment, is voluntarily entering into this Agreement.
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This Agreement may be executed in counterparts, each of which shall be
deemed an original, but which together shall constitute one and the same
instrument.
The headings used in this Agreement are for convenience only and are
not to be considered in construing or interpreting this Agreement.
This Agreement shall be interpreted and enforced pursuant to the laws
of the Commonwealth of Pennsylvania.
WITNESS the execution hereof as of the date first above written.
Employee: Cellomics, Inc. (Cellomics):
___________________________________ _____________________________
Employee Signature Signature
___________________________________ _____________________________
Employee Name Name and Title
___________________________________ _____________________________
Date Date
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