展覽10.7
Intra-Cellular Therapies, Inc.
[修訂和重新規定] 員工專有信息、發明和非競爭協議
鑑於我目前或將來受僱於 內脂細胞治療股份有限公司 （「股東大會紀要」）公司，以及我現在和今後收到的報酬，我在此同意以下事項：
1.保密。
1.1公司權利的認可; 保密條款。 在我任職期間和之後的任何時候，我將嚴格保守公司的專有信息（下文定義），不得披露、使用、演講或出版，除非此類披露、使用或出版在我爲公司工作時有必要，或者除非公司的一名官員明確書面授權。在出版或提交與我的工作和/或包含任何專有信息有關的任何材料（書面的、口頭的或其他形式的）之前，我將獲得公司的書面批准。我特此將我可能擁有或取得的關於這些專有信息的任何權利轉讓給公司，並承認所有專有信息均應歸公司及其受讓人所有。我已被告知並承認，擅自獲取公司的商業祕密可能會使我面臨民事和/或刑事處罰。
1.2專有信息。 術語「given」專有信息”指公司的機密和/或專有知識、數據或信息。舉例說明但不限於，“專有信息”包括（a）與抗體和其他生物材料、細胞系、檢測元件樣品、培養基和/或細胞系及製備任何此類檢測元件、培養基和/或細胞系的過程和配方的有形和無形信息、產品、流程、技術、設計、配方、方法、開發或實驗工作、臨床數據、改進、發現、研究計劃、新產品（「發明」）;（b）營銷和銷售、業務計劃、預算和未公佈的財務報表、許可證、價格和成本、供應商和客戶; 和（c）關於公司其他員工的技能和報酬的信息。儘管前述，須理解，始終可自由使用在行業中普遍已知的信息，且並非因違反本協議而獲得的信息，以及我自己的技能、知識、專業技能和經驗，無論在何種程度和方式上。
1.3第三方信息。 此外，我了解公司已經收到並將來還會收到來自第三方的機密或專有信息（”第三方信息”），但公司有責任維護此類信息的機密性並僅將其用於某些有限的目的。在我任職期間及以後，我將嚴格保密第三方信息，除非獲得公司高管書面明確授權，否則我不會向任何人（需要了解與公司工作有關的此類信息的公司人員除外）披露或使用第三方信息，除非與我在公司的工作有關。
1.4不會不正當地使用前僱主及其他人的信息。 在我受僱於公司期間，我不會不正當地使用或泄露任何前僱主或任何其他我有保密義務的人的機密信息或商業祕密，也不會將任何未發表的文件或任何屬於任何前僱主或其他我有保密義務的人的財物帶入公司場所，除非該前僱主或個人書面同意。我在履行職責時只會使用那些一般被具有與我相當的培訓和經驗的人知道和使用的信息，例如在該行業中廣泛爲人知的或在其他方面合法公開的信息，或者由公司提供或開發的信息。
2.發明的轉讓。
2.1專有權利。 術語「given」專有權「貿易祕密」指所有世界範圍內的商業祕密、專利、版權、掩膜版-半導體等知識產權或「道德權利」。 「道德權利」是指任何主張對發明的作者身份或反對或阻止對任何發明的修改，或撤回有關發明的發行或控制權或分發權的權利，以及任何類似權利，不論這些權利是否在世界上任何國家的司法或法律所規定，或在任何條約下存在，無論此類權利是否被稱爲「道德權利」。
2.2先前的發明。 在我開始受僱於公司之前，我所做的任何已申請或未申請專利的發明均不包括在本協議範圍內。爲了消除任何可能的不確定性，我已在附上的（之前的發明）中列出了我在受僱於公司之前獨自或與他人共同構想、開發或實踐或導致被構想、開發或實踐的所有發明的完整清單，我認爲這些發明屬於我或第三方的財產，並希望將其排除在本協議範圍之外（統稱爲“ 附表A先前的發明“）。如果透露任何此類先前發明將導致違反任何先前的保密協議，我明白不應在本處列出該類先前的發明，但只能披露每個這種發明的一個簡單名稱，歸屬方的清單以及因爲這個原因未對此類發明進行全面披露的事實。 先前的發明） 附表A但是，只能披露這類發明的略稱、歸屬方的名單以及由於該原因未進行全面披露的事實。 附表A針對這一目的。如果沒有附加這樣的披露，我聲明沒有之前的發明。如果在我與公司的僱傭關係中，我將之前的發明納入公司的產品、流程或機器之中，公司特此被授予並應具有一項非獨佔的、免版稅的、不可撤銷的、永久的、全球性的許可（具有經由多級轉讓許可的權利）來製造、委託製造、修改、使用和賣出此等之前的發明。
2
儘管前述，我同意未經公司事先書面同意，不得將先前發明併入任何公司發明之中。
2.3發明的轉讓。 在遵守2.4和2.6條款的前提下，我特此轉讓並同意未來（當任何這種發明或專有權首次被實際應用或首次被固定在有形媒體中，視情況而定）向公司轉讓我對任何和所有發明（以及所有專有權）的權利、所有權和利益，無論是否可申請專利或在版權或類似法規下注冊，這些發明是由我獨自或與他人合作，在我與公司的僱傭期間製作、構思、實際應用或學習。根據本第2節的規定，分配給公司或根據公司的指示分配給第三方的發明以下簡稱爲“公司的發明.”
2.4未分配的發明。 我意識到本協議並不要求轉讓任何完全是在我個人時間內開發的發明，而沒有使用公司的設備、物資、設施或商業祕密，也與公司實際或預期的業務、研究或開發無關，也不是由我爲公司執行的工作所產生的。
2.5保持公司得到及時通知的義務。 在我受僱期間及僱傭與公司終止後的六（6）個月內，我將及時向公司全面書面披露由我獨立或與他人共同創作、構思或實踐的所有發明。此外，我將在終止僱傭後的一年內及時向公司披露我或代表我提交的所有專利申請。公司將保密並不會未經我的同意使用或向第三方披露根據本協議向公司書面披露的任何機密信息。
2.6政府或第三方。 我也同意將我對任何特定公司發明的所有權、所有權和利益分配給第三方，包括但不限於根據公司的指示分配給美國。
2.7聘用作品。 我承認，在我（獨自或與他人共同）的職業範圍內創作的所有原創作品，受版權法保護，屬於《美國版權法》（17 U.S.C.，第101節）規定的"聘用作品"。
3
2.8Enforcement 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 Company Inventions 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 such Company Inventions 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.
In the event the Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and in my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by me. I hereby waive and quitclaim to the Company any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.
2.9Defend Trade Secrets Act. I hereby acknowledge notice under 18 U.S.C § 1833(b)(1), which states, in pertinent part: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.”
4
2.10Preserved Rights. No provision of this Agreement shall prevent or restrict me from disclosing information about unlawful workplace acts, including but not limited to factual information relating to any claims of harassment, discrimination, or retaliation under Title VII the New York State Human Rights Law or any other similar federal, state, or local law, including claims based on race, sexual orientation, religion, color, national origin, ancestry, disability, medical condition, and age. No provision of this Agreement is intended to limit, or shall be interpreted as limiting, my right to file administrative charges with any Governmental Entity (as defined below) charged with enforcement of any law, including but not limited to the Equal Employment Opportunity Commission, New York State Division of Human Rights and the New York City Commission on Human Rights, the Securities and Exchange Commission, and National Labor Relations Board, and to participate in agency investigations. Additionally, nothing herein is intended to restrict, or shall be interpreted as restricting, my right to engage in concerted activity protected by Section 7 of the National Labor Relations Act or my right to file for or collect unemployment benefits and/or to seek and receive remedies for workplace injuries under the provisions of any applicable workers’ compensation act. Nothing in this Agreement shall prohibit or impede me from communicating, cooperating or filing a complaint with any U.S. or foreign federal, state or local governmental or law enforcement branch, federal or state attorney general, agency, entity, commission or other governmental authority or instrumentality of competent jurisdiction (collectively, a “Governmental Entity”) or any attorney retained by me, with respect to possible violations of any U.S. or foreign federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation (including, but not limited, under the federal securities laws, including the Dodd-Frank Act); provided, that in each case such communications and disclosures are consistent with applicable law. I do not need the prior authorization of (or to give notice to) the Company regarding any such communication or disclosure.
3.RECORDS. I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that may be required by the Company) of all Proprietary Information developed by me and all Inventions made by me during the period of my employment at the Company, which records shall be available to and remain the sole property of the Company at all times.
4.DUTY OF LOYALTY DURING EMPLOYMENT. I understand that my employment with the Company requires my full attention and effort. 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 other than for the Company, including but not limited to employment or business activity which is competitive with, or would otherwise conflict with, my employment by the Company.
5
5.NO SOLICITATION OF EMPLOYEES, CONSULTANTS, CONTRACTORS OR CUSTOMERS. I agree that for the period of my employment by the Company and for one (1) year after the date my employment by the Company ends for any reason, including but not limited to voluntary termination by me or involuntary termination by the Company, I will not, either directly or through others, (i) solicit or attempt to solicit any employee of the Company to end his or her relationship with the Company; and (ii) solicit any consultant, contractor, or customer of the Company, with whom I had contact or whose identity I learned as a result of my employment with the Company to diminish or materially alter its relationship with the Company.
The parties agree that for purposes of this Agreement, a customer is any person or entity to which the Company has provided goods or services at any time during the period commencing six (6) months prior to my employment with the Company and ending on the date my employment with the Company ends.
6.NON-COMPETE PROVISION. I agree that for the period of my employment with the Company, and for the period of one (1) year after the later of (1) the date my employment ends for any reason, including but not limited to voluntary termination by me or involuntary termination by the Company; or (2) the date a court of competent jurisdiction enters an order enforcing this provision, I will not provide services, similar to those I provided to the Company, to any person or entity in competition (as defined below) with the Company. I acknowledge that this non-compete provision is limited to the types of activities and services I provided in my employment with the Company.
At the present time, the Company engages in the development and commercialization of drugs that address medical needs in psychiatric and neurological disorders, including, without limitation, schizophrenia, bipolar disorder, major depressive disorder, generalized anxiety disorder, psychosis, agitation, Parkinson’s Disease, Alzheimer’s Disease, and autism spectrum disorder, and therefore entities and individuals which provide similar products or services are defined as in competition with the Company. The parties understand that the scope and nature of my activities and services, and the Company’s business, products or services, may change as the Company develops. The parties agree that the scope of this provision will change to cover any changes in my activities or services, as well as any changes in the Company’s business, products or services, during my employment.
7.NO CONFLICTING AGREEMENT OR OBLIGATION. I represent that my performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement or obligation of any kind made prior to my employment by the Company, including agreements or obligations I may have with prior employers or entities for which I have provided services. I have not entered into, and I agree I will not enter into, any agreement or obligation either written or oral in conflict herewith.
6
8.RETURN OF COMPANY DOCUMENTS. When I leave the employ of the Company, I will deliver to the Company any and all drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material containing or disclosing any Company Inventions, Third Party Information or Proprietary Information of the Company. I further agree that any property situated on the Company’s premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice. Prior to leaving, I will cooperate with the Company in completing and signing the Company’s termination statement.
9.LEGAL AND EQUITABLE REMEDIES. I recognize that in the course of employment with the Company, I will have access to Proprietary Information, to Third Party Information, and to employees, consultants, contractors, clients, and customers of the Company. I also recognize that the services I will be employed to provide are personal and unique. I understand that because of this the Company may sustain irreparable injury if I violate this Agreement. In order to limit or prevent such irreparable injury, the Company shall have the right to enforce this Agreement and any of its provisions 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 a breach of this Agreement.
10.NOTICES. Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing. Such notice shall be deemed given upon personal delivery to the appropriate address or if sent by certified or registered mail, three (3) days after the date of mailing.
11.NOTIFICATION OF NEW EMPLOYER. In the event that I leave the employ of the Company, I authorize the Company to provide notice of my rights and obligations under this Agreement to my subsequent employer and to any other entity or person to whom I provide services.
12.GENERAL PROVISIONS.
12.1Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by and construed according to the laws of the State of New York, as such laws are applied to agreements entered into and to be performed entirely within New York between New York residents. I hereby expressly consent to the personal jurisdiction of the state and federal courts for New York County, New York in any lawsuit filed there against me by Company arising from or related to this Agreement.
7
12.2Severability. In case any one or more of the provisions, subsections, or sentences 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. Moreover, if any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical 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.
12.3Successors and Assigns. 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.
12.4Survival. 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.
12.5Employment At-Will. I agree and understand that I am employed at-will, and that nothing in this Agreement shall change this at-will status or confer any right with respect to continuation of employment by the Company, nor shall it interfere in any way with my right or the Company’s right to terminate my employment at any time, with or without cause.
12.6Waiver. 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 Company shall not be required to give notice to enforce strict adherence to all terms of this Agreement.
12.7Entire Agreement. The obligations pursuant to Sections 1 and 2 of 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. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.
[This Agreement shall be effective as of the first day of my employment with the Company, namely: [____________].] [This Agreement, effective as of [_______], amends and restates the Employee Proprietary Information, Inventions, and Non-Competition Agreement dated as of [____] by and between the Company and me.]
8
I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT EXHIBIT A TO THIS AGREEMENT.
Dated: _______________, ____
_______________________________________________
(Signature)
_______________________________________________
(Printed Name)
ACCEPTED AND AGREED TO:
INTRA-CELLULAR THERAPIES, INC.
By:_____________________________________
Name:
Title:
________________________________________
(Address)
Dated: _______________, ____
9
Exhibit A
Previous Inventions
10