Exhibit 10.5
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projections, budgets and unpublished financial statements, licenses, prices and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 for or on behalf
of the Company (all of which inventions and other such items described above are
collectively referred to as "Developments"). 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.
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 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
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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.
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.
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.
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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.
[Signatures appear on next page]
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This Agreement shall be effective as of the first day of my employment with
the Company, namely: September 9, 1997.
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PARADIGM GENETICS INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice-President
Address: 85 Alexander
/s/ Xxxx Xxxxx
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Xxxx Xxxxx
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(Printed Name)
Dated: February 12, 1998
