NON-DISCLOSURE, ASSIGNMENT AND NON-SOLICITATION AGREEMENT
This Agreement is made by and between Syros Pharmaceuticals, Inc., a Delaware corporation (together with its subsidiaries, successors, and assigns, Syros), and Jason Haas (you). In consideration of your employment or continued employment by Syros, and other good and valuable consideration that you agree is fair and reasonable, you and Syros hereby agree as follows:
1. Condition of Employment. You acknowledge that your employment and/or the continuation of that employment with Syros is contingent upon your agreement to sign and adhere to the provisions of this Agreement. You further acknowledge that the nature of Syros business is such that protection of its proprietary and confidential information is critical to its survival and success.
2. Proprietary and Confidential Information.
(a) You agree that all information and know-how, including negative know-how, whether or not in writing, of a private, secret or confidential nature concerning Syross business or financial affairs (collectively, Proprietary Information) is and shall be the exclusive property of Syros. By way of illustration, but not limitation, Proprietary Information may include discoveries, inventions, products, product improvements, product enhancements, processes, methods, techniques, formulas, compositions, compounds, negotiation strategies and positions, projects, developments, plans (including business and marketing plans), research data, clinical data, financial data (including sales costs, profits, pricing methods), personnel data, computer programs (including software used pursuant to a license agreement), customer, prospect and supplier lists, and contacts at or knowledge of customers or prospective customers of Syros. You will not disclose any Proprietary Information to any person or entity other than employees of Syros or use the same for any purposes (other than in the performance of your duties as an employee of Syros) without written approval by an officer of Syros, either during or after your employment with Syros, unless and until such Proprietary Information has become public knowledge without fault by you or anyone acting on your behalf. While employed by Syros, you will use your best efforts to prevent unauthorized publication or disclosure of any of Syros Proprietary Information.
(b) You agree that all files, documents, letters, e-mails, text messages, instant messages, memoranda, notes, reports, records, data, sketches, drawings, models, laboratory notebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible or intangible material containing Proprietary Information, whether created by you or others, which shall come into your custody or possession, shall be and are the exclusive property of Syros, to be used by you only in the performance of your duties for Syros and shall not be copied or removed from Syros premises except in the pursuit of the business of Syros. All such materials or copies thereof and all tangible property of Syros in your custody or possession shall be delivered to Syros, upon the earlier of (i) a request by Syros or (ii) immediately upon termination of your employment. After such delivery, you shall not retain any such materials or copies thereof or any such tangible property.
(c) You agree that your obligation not to disclose or to use information and materials of the types set forth in paragraphs 2(a) and 2(b) above, and your obligation to return materials and tangible property set forth in paragraph 2(b) above, also extends to such types of information, materials and tangible property of customers of Syros or suppliers to Syros or other third parties who may have disclosed or entrusted the same to Syros or to you in the course of Syros business.
(d) Notwithstanding the provisions of (a)-(c) above, nothing in this Agreement prohibits you from communicating with government agencies about possible violations of federal, state,