Employee Confidentiality and Assignment Agreement
In consideration and as a condition of my employment or continued employment by Phreesia, Inc. (the Company), I agree as follows:
1. Proprietary Information. I agree that all information, whether or not in writing, concerning the Companys business, technology, business relationships or financial affairs which the Company has not released to the general public (collectively, Proprietary Information) is and will be the exclusive property of the Company. By way of illustration. Proprietary Information may include information or material which has not been made generally available to the public, such as: (a) corporate information, including plans, strategies, methods, policies, resolutions, negotiations or litigation; (b) marketing information, including strategies, methods, customer identities or other information about customers, prospect identities or other information about prospects, or market analyses or projections; (c) financial information, including cost and performance data, debt arrangements, equity structure, investors and holdings, purchasing and sales data and price lists; and (d) operational and technological information, including plans, specifications, manuals, forms, templates, software, designs, methods, procedures, formulas, discoveries, inventions, improvements, concepts and ideas; (e) personnel information, including personnel lists, reporting or organizational structure, resumes, personnel data, compensation structure, performance evaluations and termination arrangements or documents (f) patient information, including, but not limited to names, addresses, social security numbers, insurance information, clinical information, and diagnoses of patients of the Companys customers, partners of affiliates, as well as other Protected Health Information as defined under the US Health Insurance Portability and Accountability Act (PHI), (g) medical practice information, including, but not limited to practice name, staff, addresses, numerical identifiers (i.e. individual and practice NPI, Tax ID, DEA #, Medical Education number), and all individual-level or aggregated patient data associated with the practice, and (h) customer information, including customer identities, pricing, advertising strategy, and results of advertising campaigns. Proprietary Information also includes information received in confidence by the Company from its customers or suppliers or other third parties.
2. Recognition of Companys Rights. I will not, at any time, without the Companys prior written permission, either during or after my employment, disclose any Proprietary Information to anyone outside of the Company, or use or permit to be used any Proprietaiy Information for any purpose other than the performance of my duties as an employee of the Company. I will cooperate with the Company and use my best efforts to prevent the unauthorized disclosure of all Proprietary Information. I will deliver to the Company all copies of Proprietary Information in my possession or control upon die earlier of a request by the Company or termination of my employment. I further acknowledge and agree that to the extent that I come into contact with any PHI in the course of my employment with the Company, I shall also abide by (he additional terms and conditions set forth on the HIPAA Addendum attached hereto in addition to the obligations set forth above.
3. Rights of Others. I understand that the Company is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require the Company to protect or refrain from use of Proprietary Information. I agree to be bound by the terms of such agreements in the event I have access to such Proprietary Information.
4. Commitment to Company; Avoidance of Conflict of Interest. While an employee of the Company, I will devote my full-time efforts to the Companys business and I will not engage in any other business activity that conflicts with my duties to the Company. I will advise the president of the Company or his or her nominee at such time as any activity of either the Company or another business presents me with a conflict of interest or the appearance of a conflict of interest as an employee of the Company. I will take whatever action is requested of me by the Company to resolve any conflict or appearance of conflict which it finds to exist.
5. Developments. I will make full and prompt disclosure to the Company of all inventions, discoveries, designs, developments, methods, modifications, improvements, processes, algorithms, databases, computer programs, formulae, techniques, trade secrets, graphics or images, and audio or visual works and other works of authorship (collectively Developments), whether or not patentable or copyrightable, that are created, made, conceived or reduced to practice by me (alone or jointly with others) or under my direction during the period of my