Exhibit 10.54
MEMRY CORPORATION AND SUBSIDIARIES
EMPLOYEE AGREEMENT ON
INVENTIONS AND PATENTS
Agreement made between Memry Corporation (and Subsidiaries), hereinafter
referred to as "Company" and Xxxxx X. Xxxxx, hereinafter referred to an
"Employee".
In consideration of the employment or continued employment of Employee by
Company, the parties agree as follows:
1) Employee will or may have possession of or access to facilities, apparatus,
equipment, drawings, systems, formulae, reports, manuals, invention
records, customer lists, computer programs, or other material embodying
trade secrets or confidential technical or business information of Company
or its Affiliates. Employee therein agrees not to use any such information
or material for himself or others, and not to take any such material or
reproductions thereof from the Company, at any time during or after
employment by the Company, except as required in Employee's duties to the
Company. Employee agrees immediately to return all such material and
reproductions thereof in his possession to the Company upon request and in
any event upon termination of employment.
2) Except with prior written authorization by the Company, Employee agrees not
to disclose or publish any trade secret or confidential technical or
business information or material of the Company or its affiliates, or of
another party to whom the Company owes an obligation of confidence, at any
time during or after employment by the Company.
3) Employee shall promptly furnish to the Company a complete record of any and
all inventions, patents and improvements, whether patentable or not, that
relate in any way to the actual or anticipated business or activities of
the Company or its affiliates, or that are anticipated by or result from
any task or work for or on behalf of the Company, which he, solely or
jointly, may conceive, make, or first disclose during the period of his
employment by the Company.
4) Employee agrees to and does hereby grant and assign to the Company or its
nominee, his entire right, title and interest in and to inventions, patents
and improvements that relate in any way to the actual or anticipated
business or activities of the Company or its affiliates, or that are
anticipated by or result from any task or work for or on behalf of the
Company together with any and all domestic and foreign patent rights in
such inventions and improvements. To aid the Company or its nominee in
securing full benefit and protection thereof, Employee agrees promptly to
do all lawful acts reasonably requested, at any time during and after
employment by the Company, without additional compensation but at the
Company's expense.
5) Employee agrees that in the event he accepts employment with any firm or
engages in any type of activity of his own behalf, or in behalf of any
organization in competition with the Company or its affiliates during a
period of three (3) years following termination of his employment with the
Company, he shall notify the Company in writing within thirty (30) days of
the name and address of such organization and the nature of such activity.
6) Employee agrees to give Company timely written notice of any of his prior
employment agreements or patent rights that might conflict with the
interests of the Company or its affiliates.
7) No waiver by either party of any breach by the other party of any provision
of this Agreement shall be deemed or construed to be a waiver of any
succeeding breach of such provision or as a waiver of the provision itself.
8) This Agreement shall supersede the term of any prior employment agreement
or understanding between Employee and the Company. This Agreement may be
modified or amended only in writing and signed by and executive officer of
the Company and by the Employee.
9) Should any portion of this agreement be invalid, unenforceable or void,
such holding shall not have the effect of the invalidating the remainder of
this Agreement or any other part thereof, the parties hereby agreeing that
the portion so held to be invalid, unenforceable, or void shall, if
possible, be deemed amended or reduced in scope.
10) This Agreement shall be binding upon and pass to the benefit of the
successors and assigns of the Company and, insofar as the same may be
applied thereto, the heirs, legal representatives and assigns of the
Employee.
MEMRY CORPORATION Xxxxx X. Xxxxx
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Employee's Full Name
Employee acknowledges reading,
understanding and receiving a
signed copy of this Agreement.
By /s/ Xxxxx Xxxxxxxx /s/ Xxxxx Xxxxxxx Xxxxx
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Company Officer or Witness Employee's Full Signature
