NON-DISCLOSURE, NON-SOLICITATION AND NON-COMPETITION AGREEMENT
Exhibit 10.14
NON-DISCLOSURE, NON-SOLICITATION AND NON-COMPETITION AGREEMENT
THIS AGREEMENT is made as of this 1st day of April, 2013
BETWEEN:
(together with its present and future parent company, affiliates and subsidiaries)
(hereinafter called the "Corporation")
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XXXXXX XXXX
(hereinafter called the "Employee").
WHEREAS the Corporation is in the business of researching and developing novel pharmaceutical products;
AND WHEREAS it would be to the detriment of the Corporation if the Employee were to become associated with a competitor of the Corporation, to solicit or accept remuneration from clients of the Corporation, solicit or hire employees of the Corporation or to disclose confidential information of the Corporation;
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
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(a) Inventions Retained and Licensed. Employee has attached hereto as Schedule "A" a list describing all inventions, original works of authorship, developments, improvements, and trade secrets, if any, which:
(i) | were made by him or her prior to his or her employment with the Corporation, |
(ii) | which belong to him or her, and |
(iii) | which relate to the Corporation’s current or anticipated business, products or services (collectively referred to as "Prior Inventions"). |
The Prior Inventions are not being assigned to the Corporation hereunder, If no such list is attached, Employee represents that there are no such Prior Inventions. If in the course of his or her employment with the Corporation, Employee incorporates a Prior Invention owned by him or her or in which Employee has an interest into a Corporation product, process, client deliverable or machine:
(A) | the Corporation is hereby granted and shall have a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use, copy, sublicense and sell such Prior Invention as part of or in connection with such product, process, client deliverable or machine, and |
(B) | Employee shall not have any right, title or interest in or to such the Corporation product, process, client deliverable or machine. |
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(i) | relate to the Corporation’s current or anticipated business, products or services; or |
(ii) | are based on any Confidential Information; or |
(iii) | are developed |
(A) | at or using the Corporation’s or a Corporation or client project’s facilities, |
(B) | in conjunction with a Corporation project, or |
(C) | using the Corporation Media or computer or communications systems. |
(c) Waiver of Rights. The Employee waives all moral rights in the Inventions.
Employee recognizes and agrees that the Corporation employees must by the nature of their jobs have access to Confidential Information, that the Corporation invests in its employees by making specialized training available to them and that the Corporation has a legitimate interest in protecting its employee relationships and in maintaining a stable workforce. During the Employee’s employment with the Corporation and for a period of two years following the termination of his or her employment with the Corporation, for any reason, Employee agrees to refrain from and will not, directly or indirectly, as an independent contractor, employee, consultant, agent, partner, joint venturer or otherwise solicit or attempt to solicit or assist another person in the solicitation of employees of the Corporation, either for Employee’s own business or for any other person or entity.
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4. Covenants Against Solicitation of Clients.
Employee agrees that the Corporation has a legitimate interest in protecting its client relationships. During the Employee’s employment with the Corporation and for a period of one year following the termination of his or her employment with the Corporation, for any reason, Employee agrees to refrain from and will not, directly or indirectly, accept business from, solicit, divert or take away, or attempt to accept business from, solicit, divert or take away, the business or patronage of any of the clients of the Corporation which were contacted, solicited, supervised or served by the Employee during his or her employment or with which Employee had contact during his or her employment.
5. Covenants Against Employment with Clients or Competitors.
EMPLOYEE ACKNOWLEDGES AND UNDERSTANDS THAT THIS SECTION MAY AFFECT HIS OR HER RIGHT TO ACCEPT EMPLOYMENT WITH OTHER COMPANIES SUBSEQUENT TO EMPLOYMENT BY CORPORATION. Employee acknowledges and agrees that the Corporation operates its business in a highly competitive environment, that the Corporation employees must by the nature of their jobs have access to Confidential Information and that the Corporation invests in its employees by making specialized training available to them.
(a) Clients. As a material inducement for the Corporation to employ or to continue to employ the Employee, as the case may be, and in order to protect the Corporation’s Confidential Information and goodwill, Employee agrees that during the time the Employee is employed by the Corporation and for a period of one year after termination of Employee’s employment with the Corporation, for any reason, Employee shall not, directly or indirectly, without the prior written consent of the Corporation, provide services to, accept employment with or seek remuneration from any of the clients or customers of the Corporation or any entity controlled by, controlling or under common control with, any client or customer of the Corporation. For purposes of this Section 5(a), a client or customer of the Corporation shall be defined as any person, firm, partnership, corporation or other entity with or to whom the Corporation, as of the date of Employee’s termination of employment or during the one year prior to the termination of employment of Employee:
(i) sold goods or services,
(ii) had submitted a written proposal for a specific requirement, or
(iii) had work in progress.
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(b) Competitors. As a material inducement for the Corporation to employ or to continue to employ the Employee, or as the case may be, and in order to protect the Corporation’s Confidential Information and goodwill, Employee agrees that during the time the Employee is employed by the Corporation and for a period of one year after termination of Employee’s employment with the Corporation, for any reason, Employee shall not, directly or indirectly, without the prior written consent of the Corporation, assist with the creation of any Competing Organization (as that term is defined below).
(c) "Competing Organization" Defined. For the purposes of this Section 5, a "Competing Organization" means any person or organization which is engaged in or is about to become engaged in a business which is identical or substantially similar to the Corporation’s business. As of the date of this Agreement, Competing Organizations include, but are not limited to STADA Arzneimittel AG, Britannia Pharmaceuticals, US World Meds, Teva Pharmaceutical Industries, Civitas Therapeutics, Impax Pharmaceuticals, Vectura Group, West Pharmaceutical Services, Nastech Pharmaceutical, Archimedes, Amarin, Penteck/Cobrek, Catalent Pharma and other pharmaceutical companies with drug development programs to treat “off” motor symptoms of Xxxxxxxxx’x disease. Employee acknowledges and understands that the foregoing list of Competing Organizations may change from time to time and that such list is not exhaustive,
(d) Modification of Restrictions in Sections 3, 4 or 5 by Court. Employee acknowledges that he or she has carefully read and considered all the terms and conditions of this Agreement, including the restrictions imposed upon him or her pursuant to Sections 3, 4 or 5. Employee agrees that the restrictions set forth in Sections 3, 4 and 5 are fair and reasonable and are reasonably required for the protection of the interests of the Corporation. However, should a court nonetheless determine at a later date that such restrictions are unreasonable in light of the circumstances as they then exist, then Employee agrees that Sections 3, 4 or 5 (or any combination of them) shall be construed in such a manner as to impose on Employee such restrictions as may then be reasonable and sufficient to assure the Corporation of the intended benefits of the Section in question.
(e) Possible Extension of Time Period. The time period during which the Employee is prohibited from engaging in certain business practices pursuant to Sections 3, 4 and 5 may by order of a court be extended by any length of time during which the Employee is in breach of such covenants.
(f) New Terms in the event of Role Change. Employee agrees that if his or her role changes to that of a Vice President or any other role which in the Corporation’s discretion requires the protection of a longer time period for the obligations contained in Section 5(b), then in order for such role change to become effective, and in consideration of the Employee’s promotion to such role and the increased exposure to the Corporation confidential information, business know-how and the Corporation clients that is attendant upon such promotion, Employee will sign a new agreement with the Corporation or amendment to this Agreement pursuant to which the obligations contained in Section 5(b) will apply for 12 months after termination of employment. The foregoing shall not create any right to or expectation of any role change.
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(a) Governing Law. This Agreement will be governed by the laws of the Province of Ontario.
(i) | may be given, withheld or conditioned in the Corporation’s sole discretion, and |
(ii) | to be effective must be in writing and signed by the President or a Director unless specifically provided otherwise in this Agreement. |
No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by both parties.
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SIGNED, SEALED & DELIVERED in the presence of: |
) ) ) ) |
| |
/s/ Xxxxxx Xxxxxxxx | ) | /s/ Xxxxxx Xxxx | |
Witness | ) | Xxxxxx Xxxx |
CYNAPSUS THERAPEUTICS INC. | ||
Per: | /s/ Xxxxxxx Xxxxxxxxxx | |
Authorized Signing Officer |
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