CONFIDENTIALITY AGREEMENT
Employee's Name (please Print) Social Security Number
John G. Babish XXX-XX-XXXX
For good and valuable consideration, the sufficiency and validity of which is hereby acknowledged, the undersigned hereby agrees as follows:
1. I will not disclose to anyone outside Paracelsian Inc. or otherwise disseminate any confidential information or confidential material relating to the business of Paracelsian either during or after my employment with Paracelsian. except with written permission from Paracelsian. For purpose of this agreement. confidential information means information proprietary to Paracelsian, designated as confidential information by Paracelsian, and not generally known by non-Paracelsian personnel (other than through distribution, joint research or other agreements entered into with Paracelsian), of which I may obtaln knowledge through my employment with Paracelsian (including information conceived, originated. discovered or developed solely by me or jointly with other persons). Confidential information also includes any information Paracelsian is required to keep in
confidence pursuant to any agreement Paracelsian has with any other
company. Confidential information excludes information in the public
domain and information already known to me before my employment with
Paracelsian. as shown by my prior written records.
2. As further confirmation of my awareness of the importance of my obligation of confidentiality to Paracelsian, I specifically acknowledge that the use by a direct
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competitor of Paracelsian of confidential information known to me could be damaging to Paracelsian's business or operations. If I should ever accept employment from a direct competitor of Paracelsian I specifically agree that I shall not use or permit the use of any of the confidential information described herein for the benefit of my employer. For example, and not by limitation, I will not provide information to a competitor of Paracelsian concerning Paracelsian's marketing plans, advertising programs, new products, production process, financial matters, ingredients, inventions, ideas, proprietary know-how and techniques, and proprietary data and
know-how.
3. I will not disclose to Paracelsian or induce Paracelsian to use any confidential information or material belonging to others.
4. I agree to promptly disclose (in writing if practicable) to an officer of Paracelsian and to assign to Paracelsian any invention. idea, concept, discovery, development, process or method patentable or not. developed or conceived solely by me or jointly with others during my employment with Paracelsian and for twelve (12) months thereafter if such inventions, ideas, concepts, discoveries, developments. processes or methods relate in any manner to the actual or anticipated business or research and development of Paracelsian, or if it is suggested by or results from any task assigned to me or work performed by me for or on behalf of Paracelsian, except any invention which I cannot assign to Paracelsian because of a prior invention
agreement with Cornell University
which is effective until (leave of Absence/ termination) (give name and date or write none). I agree to assist Paracelsian and its nominees during and subsequent to my empioyment (entirely at Paracelsian's expense) to obtain for Paracelsian benefit patents. copyrights, trademarks or other protection for all such inventions, ideas, concepts discoveries, developments. processes and methods. Said inventions, ideas, concepts discoveries. developments. processes and methods shall be the sole and exclusive property of Paracelsian or its nominees whether patented or not. I understand and agree that if for any reason I do not sign any such assignment. then this agreement shall be deemed to be an assignment to Paracelsian by me of such ideas, inventions,
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concepts, discoveries, developments, processes and methods, and I further agree that Parcelsian may use it as such an assignment.
5. I agree to make and maintain adequate current records of all such inventions, ideas, concepts, discoveries, developments, processes and methods in the forms of notes, sketches, drawings, data reports, models, samples, equipment or customer lists relating thererto which shall be and remain property of Paracelsian and be available to Paracelsian at all times, and I agree to return all of such documents or copies thereof as well as all documents or copies thereof relating to confidential information of Paracelsian to Paracelsian upon termination of my employment.
6. Paracelsian and I acknowledge that while my occupation and/or
professional skills may be of general value to many industries, they are particularly applicable to within the biotechnology industries. Paracelsian and I acknowledge the possibility that I may not always be employed by Paracelsian, and if I am to pursue the highest and best use of my occupational and professional skills for my own financial benefit then it is possible that I may only find the need for my particular skills in the biotechnology industries. However, I do acknowledge that if I should accept employment with a direct competitor of Paracelsian in the biotechnology industries, such employment may jeopardize or compromise my commitment to maintain the confidentiality of Paracelsian confidential information by placing me in situations where disclosure of such information would be especially difficult to avoid. Therefore, if I have a job offer from a competitor of Paracelsian in the biotechnology industries, then I will obtain written assurance from the employer to Paracelsian, confirmed
by my own written reaffirmation of my obligations hereunder, that my
obligations of confidentiality to Paracelsian as described herein will be respected and maintained. If such assurance and confirmation cannot be obtained or given, I hereby agree that I will not be employed by, provide any services for or receive compensation from the competitor of Paracelsian in any capacity for a period of one (1) year after the termination of my employment with Paracelsian.
7. If, because of the provisions of paragraph 6 above. I am unable to obtain any
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employment with a competitor of Paracelsian and have not obtained
employment in any industry consistent with my occupation or professional training and experience, and I render to Paracelsian the written statements set forth in paragraph 8 below, the provisions of paragaph 6 shall continue to bind me only as long as Paracelsian makes payments to me equal to my monthly base pay at the time of termination (exclusive of any extra compensation, bonus or employee benefits) for each month of such unemployment. Payment shall be made to me by Paracelsian within a reasonable time (not to exceed thirty (30) days after Paracelsian receives the information required in paragraph 8 below. The benefits provided in this paragraph shall not be available to me if I breach my obligations under this agreement and will be net of any severance pay received by me from Paracelsian.
8. During each month of my unemployment for which I claim payment
under the provisions of paragraph 7 above, I shall provide Paracelsian with the detailed written account of my efforts to obtain employment. Such written account shall include a statement by me to the effect that I sought employment with competitors of Paracelsian but was unable to obtain it because of the provisions of paragraph 6. I shall explain the reasons and shall provide either a written confirmation from each such prospective employer that my employment was denied because of the restrictions placed on me by this agreement or, as to each such prospective employer who did not provide a confirmation, an explanation by me as to why such confirmation is not available. I understand and agree that Paracelsian shall be relieved of making a monthly payment to me for any month during which I fail to make a good faith accounting to Paracelsian in accordance with the above procedure of my efforts to seek employment. In any event, Paracelsian' s obligation to make payments to me shall terminate one (1) year after the termination of my employment with Paracelsian, but my obligations hereunder shall continue as herein provided.
9. I represent that I have indicated on the schedule attached to this agreement whether or not I have any inventions or ideas not covered by paragraph 4 in which I have any right, title or interest and which were previously conceived. either wholly or in part by me, but neither published nor filed with the United States Patent and Trademark Office.
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10. I agree that this agreement shall be binding upon my heirs, personal representative, administrators and other legal representatives and shall be freely assignable by Paracelsian to any succesor in interest in its business.
11. Should any provision hereof be ruled to be invalidated or inoperative, said provision shall be deemed severable and shall not affect the force and validity of all other provisions of this agreement.
12. This agreement is to be governed by New York law. I acknowledge that my relationship with Paracelsian involves significant business contacts within the state of New York. Any dispute as to the construction, interpretation, application or validity of this agreement shall be under the jurisdiction of and shall be heard by the District Court in and for Tompkins County, New York, and I consent to such jurisdiction. I agree and acknowledge that any breach of this agreement shall constitute irreparable harm to Paracelsian and I agree that in the event of any breach or threatened breach by me of the provisions hereof injunctive relief may be used against me to enforce this agreement and that in any proceeding for an injunction and upon any motion for a temporary or permanent injunction my ability to answer in damages shall not be a bar or interposed as a defense to the granting of such injunction.
13. Nothing contained in this agreement shall be deemed to constitute an employment agreement between Paracelsian and me. or require Paracelsian to continue to employ me for any particular period.
14. I acknowledge receipt of a copy of this agreement and I agree that with respect to the subject matter hereof, it is my entire agreement with Paracelsian superseding any previous oral or written communications, representations, understandings or agreement with Paracelsian of any officer to representative thereof. I understand and agree that any change in the terms of this agreement shall not be effective unless signed by me and a duly authorized representative of Paracelsian.
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John G. Babish
Employee Signature
10 /12/92
Date Signed
Witnessed and Accepted on behalf of Paracelsian, Inc.
By:
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