EXHIBIT 10.2
NONDISCLOSURE AGREEMENT
In consideration and as a condition of the engagement of Crane Consulting
Corporation as a consultant ("Consultant") by LifeF/X, Inc. (the "Company"),
Consultant hereby agrees with the Company as follows:
1. Consultant will not at any time, whether during or after the
termination of its engagement, reveal to any person or entity any of the trade
secrets or confidential information of the Company or of any third party which
the Company is under an obligation to keep confidential (including but not
limited to trade secrets or confidential information respecting inventions,
products, designs, methods, know-how, techniques, systems, processes, software
programs, other technical information, works of authorship, customer lists,
financial information, business plans, projects, plans and proposals), and
Consultant shall keep secret all matters entrusted to it and shall not use or
attempt to use any such information in any manner which may injure or cause loss
or may be calculated to injure or cause loss whether directly or indirectly to
the Company.
The above restrictions shall not apply to: (i) information that at
the time of disclosure is in the public domain through no fault of Consultant;
(ii) information received from a third party outside of the Company that was
disclosed without any confidentiality obligation or any breach by such third
party of any confidentiality obligation; (iii) information approved for release
by written authorization of the Company; or (iv) information that may be
required by law or an order of any court, agency or proceeding to be disclosed;
provided, Consultant shall provide the Company notice of any such required
disclosure once it has knowledge of it and will help the Company, at its
expense, to obtain an appropriate protective order.
Further, Consultant agrees that during its engagement Consultant
shall not take, use or permit to be used any notes, memoranda, reports, lists,
records, drawings, sketches, specifications, software programs, data,
documentation or other materials of any nature relating to any matter within the
scope of the business of the Company or concerning any of its dealings or
affairs otherwise than for the benefit of the Company. Consultant further agrees
that Consultant shall not, after the termination of its engagement, use or
permit to be used any such notes, memoranda, reports, lists, records, drawings,
sketches, specifications, software programs, data, documentation or other
materials, it being agreed that all of the foregoing shall be and remain the
sole and exclusive property of the Company and that immediately upon the
termination of its engagement Consultant shall deliver all of the foregoing, and
all copies thereof, to the Company, at its main office.
3. Consultant acknowledges that the Company shall be the sole
owner of all the results and proceeds of Consultant's service hereunder,
including but not limited to, all patents, patent applications, patent rights,
formulas, copyrights, inventions, developments, discoveries, other improvements,
data, documentation, drawings, charts, and other written, audio and/or visual
materials relating to equipment, methods, products, processes, or programs in
connection with or useful to the Company's business (collectively, the
"Developments") which
Consultant, by himself or in conjunction with any other person, may conceive,
make, acquire, acquire knowledge of, develop or create during the term of
Consultant's employment hereunder, free and clear of any claims by Consultant
(or any successor or assignee of him) of any kind or character whatsoever other
than Consultant's right to compensation hereunder. Consultant acknowledges that
all copyrightable Developments shall be considered works made for hire under the
Federal Copyright Act. Consultant hereby assigns and transfers his right, title
and interest in and to all such Developments, and agrees that he shall, at the
request of the Company, execute or cooperate with the Company in any patent
applications, execute such assignments, certificates or other instruments, and
do any and all other acts, as the Company from time to time reasonably deems
necessary or desirable to evidence, establish, maintain, perfect, protect,
enforce or defend the Company's right, title and interest in or to any such
Developments.
4. Consultant agrees that any breach of this Agreement by it will
cause irreparable damage to the Company and that in the event of such breach the
Company shall have, in addition to any and all remedies of law, the right to an
injunction, specific performance or other equitable relief to prevent the
violation of my obligations hereunder.
5. Consultant understands that this Agreement does not create an
obligation on the Company or any other person or entity to continue its
engagement.
6. Any 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 such provision or any other provision hereof.
7. Consultant hereby acknowledges that the type and periods of
restriction imposed in the provisions of this Agreement are fair and reasonable
and are reasonably required for the protection of the Company and the goodwill
associated with the business of the Company. Consultant further agrees that each
provision herein shall be treated as a separate and independent clause, and the
unenforceability of any one clause shall in no way impair the enforceability of
any of the other clauses herein. Moreover, if one or more of the provisions
contained in this Agreement shall for any reason be held to be excessively broad
as to scope, activity or subject so as to be unenforceable at law, such
provision or provisions shall be construed by the appropriate judicial body by
limiting and reducing it or them, so as to be enforceable to the maximum extent
compatible with the applicable law as it shall then appear.
8. Consultant's obligations under this Agreement shall survive the
termination of its engagement regardless of the manner of such termination and
shall be binding upon its heirs, executors, administrators, legal
representatives, successors and assigns.
9. The term "Company" shall include the Company and any of its
subsidiaries, subdivisions or affiliates. The Company shall have the right to
assign this Agreement to its successors and assigns, and all covenants and
agreements hereunder shall inure to the benefit of and be enforceable by said
successors or assigns.
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IN WITNESS WHEREOF, the undersigned has executed this Agreement as
of this 5th day of January, 2002
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx,
Individually and on behalf of
CRANE CONSULTING CORPORATION
Address:
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