The Confidential Information will not include information that you can establish is or was (i) received by you without an obligation of confidentiality from an unrelated third party that is not under an obligation of confidentiality to the Company and that has a legal right to disclose it, (ii) generally known or available in the industry or to the general public either (A) prior to the Companys disclosure of such information to you or (B) after the Companys disclosure of such information to you through no action or inaction by you, or (iii) required to be disclosed by applicable law, by order of court or the rules, regulations or order of any governmental agency.
You agree that you will not improperly use or disclose any proprietary information or trade secrets received by you from any third party in connection with your relationship with the Company as a Director. You recognize that the Company has received and in the future will receive confidential and proprietary information from third parties and that the Company will have a duty to maintain the confidentiality of such information and to use it only for certain limited purposes. You agree to hold all such confidential and proprietary information in the strictest confidence, and you further agree that you will neither disclose it to any person, firm or corporation nor use it in a manner that is inconsistent with the Companys obligations to such third parties.
To the extent that your service to the Company results directly in the creation of any new Intellectual Property (as defined below), you agree that, as between you and the Company, the Company shall own the rights to such new Intellectual Property if such Intellectual Property (i) is developed using the equipment, facilities, supplies or Confidential Information of the Company, or (ii) results from or is suggested by work performed by you on behalf of the Company, but only if you are explicitly engaged in performing direct work for the Company. For the purposes of this section, Intellectual Property means any original works of authorship, inventions, concepts, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws. At the Companys expense, you agree to execute all documents and take all actions necessary or reasonably requested by the Company to document, perfect or assign the Companys rights to Intellectual Property. Further, if you fail or refuse to execute any such instruments, you hereby appoint the Company as your attorney-in-fact (this appointment to be irrevocable and a power coupled with an interest) to act on your behalf and to execute such documents.
Upon the Companys request at and after such time as your term as a Director terminates, you agree to return, and will not keep in your possession, recreate or deliver to any third party, any and all documents and/or electronic files containing Confidential Information.
The Company will agree to defend and indemnify you and hold you harmless against liability that you incur within the scope of your service as a Director of the Company to the fullest extent provided under Delaware law and pursuant to and in accordance with all of the terms and conditions contained in the Indemnification Agreement on the Companys standard form to be separately provided to you, which is to be executed and delivered by you and the Company upon execution and delivery of this letter agreement.
You and the Company agree to cooperate with each other to create any and all appropriate public or promotional announcements or press releases concerning our relationship.
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