EXHIBIT 10.22
NONDISCLOSURE AGREEMENT
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Accent Color Sciences, Inc. ("ACS") and___________________ (the "Employee")
hereby agree on behalf of themselves, and their heirs, successors and assigns
that the following provisions shall apply to the Employee's employment by ACS.
(1) As part of the consideration provided by the Employee in return for his/her
employment by ACS and compensation therefor the Employee agrees:
(a) Except as may be reasonably required in the course of his/her
employment by ACS, never to reveal to any person unless authorized in writing to
do so by ACS, any information concerning secret or confidential information of
ACS including but not limited to such information about products, processes,
inventions, experimental developments, formula, calculations, manufacturing and
testing methods, customer or supplier identification, and product cost or profit
information:
(b) To disclose promptly and fully to ACS all inventions, including all
ideas, developments, discoveries, and improvements, whether patentable or not,
which shall have been made or conceived by the Employee, whether by
himself/herself or with others, within the period of his/her employment and six
months thereafter, which relate to or arise out of any work being performed by
him or others for or on behalf of ACS; to assign said inventions, ideas,
developments, discoveries, and improvements and all patent applications thereon
to ACS at any time on demand; and to review, execute, and deliver at any time on
demand any and all papers which ACS may consider necessary to secure all rights
to said inventions, ideas, developments, discoveries and improvements and patent
applications and patents therefor and to enforce the same, in the United States
and in all other countries of the world.
(2) Employee recognizes that all records and copies of records relating to ACS'
operations, investigations or business, proposals or bids for business, market
or product surveys, or analysis, made or received by him/her during his/her
period of employment with ACS are and shall be the exclusive property of ACS,
and the Employee will keep the same at all times in ACS' custody and subject to
its control, and will surrender the same at the termination of his/her
employment if not before.
(3) Employee agrees that for a period of two years after termination of his/her
employment with ACS, he/she will notify ACS in writing of (a) any change in
his/her address, and (b) each subsequent employment, including name and address
of the employer and the nature of his/her employment, or any other business
activity engaged in by him.
(4) For a period of two years after termination of his/her employment with ACS,
Employee agrees that he/she will not seek to or assist others to persuade any
employee of ACS engaged in work similar or related to Employee's work for ACS to
discontinue employment with ACS or become employed or engaged in any business
similar to or competitive with the business of ACS.
(5) Employee agrees to conform to the rules and regulations of ACS and his/her
employment and compensation can be terminated, with or without cause, and with
or without notice, at any time, at the option of either ACS or the Employee.
Employee understands that no representative of ACS, other than any officer of
ACS, has any authority to enter into any agreement for employment for any
specified period of time, or to make any agreement contrary to the foregoing.
(6) Employee represents that he/she is free to enter into this Agreement and
accept employment with ACS without violating any obligations to any other person
or company. Employee agrees to make the terms of this Agreement known to any
subsequent employer for five years following termination of employment with ACS.
ACCENT COLOR SCIENCES, INC.
By:____________________________________ Date:________________________
Employee:______________________________ Date:________________________
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