EXHIBIT 10.13
-------------
CONFIDENTIALITY AGREEMENT
-------------------------
This Agreement is made by and between MacroChem Corporation, having a place of
business at 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 (the "Company"),
and Xxxxx Xxxxxx, 00 Xxxxxxxx Xxxx, Xxxxxx, XX 00000, (the "Employee").
In consideration of the Employee's employment or continued employment by the
Company, the Company and the Employee hereby agree as follows:
It is agreed that the Employee will promptly disclose and assign to the Company
all inventions made by the Employee while in its employment, which shall be
within the existing or contemplated scope of the Company's business, together
with such patent or patents as may be obtained thereon, in the United States and
all foreign countries, and will execute all proper papers for use in applying
for, obtaining and maintaining such United States and foreign patents as the
Company may desire, and will execute and deliver all proper assignments thereof
when so requested.
It is understood and agreed that the Employee will not, without written approval
of the Company, disclose or use, or enable anyone else to disclose or use either
during the Employee's term or service or subsequent thereto, any confidential
information acquired in the course of his service for the Company. The term
"confidential information" shall include secret processes, formulas and business
and financial information without being limited thereto.
The preceding paragraph shall not apply to the disclosure of confidential
information by an employee or consultant of the Company to a fellow employee or
consultant of the Company, provided such disclosure is necessary to the
performance of the normal duties of each such person. It is further understood
and agreed that all documents of any description pertaining to the Company
activities in the possession of the Employee including without limitation as to
generality, notebooks, notes, data sheets, records and blueprints, shall be the
property of the Company, and that any such documents, including copies thereof,
shall be surrendered to the Company upon termination.
XXXXX XXXXXX MACROCHEM CORPORATION
By: /s/ Xxxxx X. Xxxxxx By:/s/ Xxxxxx X. Xxxxxxxxx
---------------------------- -------------------------------
Date: 06/08/01 Date: 06/10/01
-------------------------- -------------------------------