EXHIBIT 10.14
EMPLOYEE INNOVATION, PROPRIETARY INFORMATION
AND POST-EMPLOYMENT ACTIVITY AGREEMENT
TO ALBANY MOLECULAR RESEARCH, INC.:
In consideration of my employment or the continuation of my current employment
at will by Albany Molecular Research, Inc., and of the salary or wages paid to
me, I agree:
a) to disclose and assign to the Company as its exclusive property all
inventions and technical or business innovations developed or
conceived by me solely or jointly with others during the period of my
employment (1) that are along the lines of the business, work or
investigations of the Company or its affiliates to which my employment
relates or as to which I may receive information due to my employment,
or (2) that result from or are suggested by any work which I may do
for the Company or (3) that are otherwise made through the use of
Company time, facilities or materials;
b) to execute all necessary papers and otherwise provide proper
assistance (at the Company's expense), during and subsequent to my
employment, to enable the Company to obtain for itself or its
nominees, patents, copyrights, or other legal protection for such
inventions or innovations in any and all countries;
c) to make and maintain for the Company adequate and current written
records of all such inventions or innovations;
d) upon any termination of my employment to deliver to the Company
promptly all written and other materials which are of a secret or
confidential nature relating to the business of the Company or its
affiliates;
e) not to use, publish or otherwise disclose (except as my Company duties
may require), either during or subsequent to my employment, any secret
or confidential information or data of the Company or any information
or data of others which the Company is obligated to maintain in
confidence;
f) not to disclose or utilize in my work with the Company any secret or
confidential information of others (including any prior employers), or
any inventions or innovations of my own which are not included within
the scope of this agreement; and
g) not to undertake during the six (6) month period immediately following
any termination of my employment to engage directly or indirectly in
the sale to or performance for any customer of the Company for which I
performed services as an employee of the Company at any time during
the twelve (12) month period immediately preceding such termination of
employment of services of the type which I performed as an employee of
the Company, whether as an employee of such customer, a vendor of
services to such customer, an employee of a third party, or otherwise.
It is acknowledged and agreed that the remedies at law for breach of this
agreement would be inadequate, and that, in addition to any such remedies at
law, the Company shall also therefor be entitled to equitable relief to enforce
compliance with the terms of this agreement and to restrain any violation of
such terms.
This agreement does not apply to an invention for which no equipment, supplies,
facility or trade secret information of the Company was used and which was
developed entirely on my own time, unless (a) the invention relates (i) directly
to the business of the Company or (ii) to the Company's actual or demonstrably
anticipated research or development, or (b) the invention results from any work
performed by me for the Company.
This agreement supersedes and replaces any existing agreement between the
Company and me relating generally to the same subject matter. It may not be
modified or terminated, in whole or part, except in writing signed by an
authorized representative of the Company. Discharge of my undertaking in this
agreement shall be an obligation of my executors, administrators, or other legal
representatives or assigns.
I represent that, except as stated below, I have no agreements with or
obligations to others in conflict with the foregoing.
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Employee
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Date
2
