EXHIBIT 10.12
PARADIGM GENETICS INC.
FOUNDER PROPRIETARY INFORMATION
AND INVENTIONS AGREEMENT
In consideration of my employment or continued employment by Paradigm
Genetics Inc., a North Carolina corporation (the "Company"), and the
compensation now and hereafter paid to me, I hereby agree as follows:
1. Proprietary Information and Confidentiality
1.1 Recognition of Company's Rights; Nondisclosure. I acknowledge
and agree that during and by reason of my employment with the Company, I may
have had access to or received, or may have access to or receive, Proprietary
Information (defined below). At all times during my employment and thereafter,
I will hold in strictest confidence, and in a fiduciary capacity for the benefit
of the Company, and will not disclose, use, lecture upon or publish any
Proprietary Information, except as such disclosure, use or publication may be
required in connection with my work for the Company, or unless an executive
officer of the Company expressly authorizes in writing such disclosure, use or
publication. I agree that all Proprietary Information shall be the sole and
exclusive property of the Company and its successors and assigns. I agree that
my obligations under this Agreement shall continue as to each item of
Proprietary Information until such item has become public knowledge through no
fault of mine and by proper means without breach of this Agreement.
1.2 Proprietary Information. The term "Proprietary Information"
shall mean any and all confidential, private, secret or proprietary knowledge,
data or information of or concerning the Company and/or its affiliates,
including, but not limited to, information relating to products, processes,
know-how, trade secrets, designs, formulae, patterns, methods, techniques,
developmental or experimental work, improvements, discoveries, inventions,
devices, ideas, source and object codes, data, programs, other works of
authorship, specifications, plans for research and development, marketing and
selling, business plans, projections, budgets and unpublished financial
statements, licenses, prices and costs, suppliers and customers, training
techniques and materials, and the skills and compensation of other employees of
the Company.
1.3 Third Party Information. I understand, in addition, that the
Company has received and in the future will receive from third parties
confidential or proprietary information ("Third Party Information") subject to a
duty on the Company's part to maintain the confidentiality of such information
and to use it only for certain limited purposes. During the term of my
employment and thereafter, I will hold Third Party Information in the strictest
confidence and will not disclose to anyone (other than the Company's employees
and agents who need to know such information in connection with their work for
the Company) or use, except as required in my work for the Company, Third Party
Information unless expressly authorized in writing by an executive officer of
the Company.
2. Assignment of Inventions and Other Developments.
2.1 Disclosure of Inventions and Other Developments. I agree to hold
in a fiduciary capacity for the benefit of the Company and to make full and
prompt disclosure to the Company of all inventions, discoveries, developments,
devices, processes, designs, methods, software, works of authorship, and
improvements, whether or not patentable or copyrightable, which are made,
conceived, created, discovered, developed, or reduced to practice by me, alone
or jointly with others, or otherwise, during the term of my employment by the
Company and during the period of six (6) months after the termination of such
employment, that relate in any way to the Company's business or actual or
anticipated research or development, or result in any way from any work
performed by me as an employee for or on behalf of the Company (all of which
inventions and other such items described above are collectively referred to as
"Developments"). "Developments" shall not include (i) technology and all
improvements and enhancements thereto licensed to the Company by Immunovation,
Inc. pursuant to any applicable license agreement between the Company and
Immunovation, Inc., (ii) any inventions resulting from work done by
Immunovation, Inc. under any applicable license agreement between the Company
and Immunovation, Inc., and (iii) any work done in connection with my
Consultancy Agreement with Novartis Crop Protection, Inc. dated as of January 9,
1998, and the ownership of and obligation to maintain the confidentiality of
matters relating to the foregoing agreements shall be governed by such
agreements. I acknowledge that all original works of authorship which are made
by me (solely or jointly with others) within the scope of my employment and
which are protectable by copyright are "works made for hire," pursuant to the
United States Copyright Act.
2.2 Assignment of Inventions and Other Developments; Records. I
hereby assign and agree to assign to the Company (or any entity or person
designated by the Company) all of my right, title and interest in and to all
Developments and all intellectual property or other proprietary information or
rights with respect thereto (the "Proprietary Rights"), including without
limitation all related patents, patent applications, copyrights and copyright
applications, and trade secrets. I agree to keep and maintain complete, accurate
and current accounts and records (including notes, sketches, and drawings and in
any other form that may be required by the Company from time to time) of all
Developments and Proprietary Information made, conceived, created, discovered or
developed by me, which records shall be available to and shall be and remain the
sole and exclusive property of the Company at all times.
2.3 Enforcement of Proprietary Rights. I will assist the Company in
every proper way to obtain, and from time to time enforce, United States and
foreign Proprietary Rights relating to all Developments in any and all
countries. To that end I will execute, verify and deliver such documents and
perform such other acts (including appearances as a witness) as the Company may
reasonably request for use in applying for, obtaining, perfecting, evidencing,
sustaining and enforcing such Proprietary Rights and the assignment thereof. In
addition, I will execute, verify and deliver assignments of such Proprietary
Rights to the Company or its designee. My obligation to assist the Company with
respect to Proprietary Rights relating to all Developments in any and all
countries shall continue beyond the termination of my employment, but the
Company shall compensate me at a reasonable rate after my termination for the
time actually spent by me at the Company's request on such assistance.
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2.4 Prior Inventions. Except as I have notified the Company in
writing prior to the date of this Agreement, there are no inventions,
discoveries or the like which I have made prior to the commencement of my
employment with the Company and which are excluded from the scope of this
Agreement. The Company acknowledges and agrees that I have notified it of the
following patents, which are excluded from the scope of this Agreement: U.S.
Patent No. 60071474 (provisional) , hand held maceration device, filed January
12, 1998; and Patent Application No. 60/014,710, multi-layered membrame
diagnostic test, filed December 15,1995. The Company acknowledges and agrees
that I have notified the Company of my agreements with my former employer,
Novartis Crop Protection, Inc., and its affiliates ("Novartis") under which
Novartis has certain rights with respect to inventions, discoveries or the like
made by me in connection with my employment with Novartis. I have not and will
not use any trade secrets of Novartis in the course of my employment with the
Company that may expose the Company or any employees of the Company to any
liability under any agreement, rule, regulation or statute. No patent,
discovery, invention, improvement, process or device made, discovered or
developed by me while employed with Novartis or within six months subsequent to
such employment has or will be used in any business of the Company in any manner
that violates or infringes the intellectual property rights of Novartis or
violates any agreement between me and Novartis.
3. Additional Activities. I agree that during the period of my employment
by the Company I will not, without the Company's express written consent, engage
in any employment or business activity that is competitive with, or would
otherwise conflict with, my employment by the Company. I agree further that for
the period of my employment by the Company, and for twelve (12) months after the
date of termination of my employment by the Company, I will not induce any
employee of the Company to leave the employ of the Company. Notwithstanding the
foregoing, the Company acknowledges and agrees that I may engage in the
activities contemplated by the agreements referred to in Section 2.1.
4. Return of Company Property. When I leave the employ of the Company, I
will deliver promptly to the Company any and all records, drawings, sketches,
notes, memoranda, reports, specifications, devices, formulae, and documents,
together with all copies thereof, any other material containing or disclosing
any Developments, Third Party Information or Proprietary Information of the
Company, and other property that I shall have received in connection with or
otherwise possess by virtue of my employment with the Company.
5. Remedies. I agree that any breach of this Agreement by me is likely to
cause the Company substantial and irrevocable damage and, therefore, I agree
that the Company shall have the right to enforce this Agreement by injunction,
specific performance or other equitable relief, without bond and without
prejudice to any other rights and remedies that the Company may have for breach
of this Agreement.
6. General Provisions.
6.1 Governing Law; Consent to Jurisdiction. This Agreement will be
governed by and construed according to the laws of the State of North Carolina,
without regard to conflicts of laws principles. I hereby expressly consent to
the personal jurisdiction of the state and federal courts located in North
Carolina for any lawsuit filed there against me by the Company arising from or
related to this Agreement.
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6.2 Severability. In case any one or more of the provisions
contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect the other provisions of this Agreement, and
this Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein. If moreover, any one or more of the
provisions contained in this Agreement shall for any reason be held to be
excessively broad as to duration, scope, activity or subject, it shall be
construed by limiting and reducing it, so as to be enforceable to the extent
compatible with the applicable law as it shall then appear.
6.3 Employment. I understand that this Agreement does not constitute
a contract of employment and does not imply that my employment will continue for
any period of time.
6.4 Other Provisions. This Agreement will be binding upon my heirs,
executors, administrators and other legal representatives and will be for the
benefit of the Company, its successors, and its assigns. The provisions of this
Agreement shall survive the termination of my employment and the assignment of
this Agreement by the Company to any successor in interest or other assignee.
No waiver by the Company of any breach of this Agreement shall be a waiver of
any preceding or succeeding breach. No waiver by the Company of any right under
this Agreement shall be construed as a waiver of any other right. The
obligations pursuant to this Agreement shall apply to any time during which I
was previously employed, or am in the future employed, by the Company as a
consultant if no other agreement governs nondisclosure and assignment of
inventions during such period. This Agreement is the final, complete and
exclusive agreement of the parties with respect to the subject matter hereof and
supersedes and merges all prior discussions between us. No modification of or
amendment to this Agreement, nor any waiver of any rights under this Agreement,
will be effective unless in writing and signed by the party to be charged.
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This Agreement shall be effective as of the first day of my employment with
the Company, namely: .
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PARADIGM GENETICS INC.
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: CEO/President
Address:
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
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