EMPLOYEE CONFIDENTIALITY, WORK PRODUCT,
NON-COMPETITION, AND NON-SOLICITATION AGREEMENT
This Employee Work Product, Confidentiality, Non-Competition, and Non-Solicitation Agreement (the Agreement) is made and entered by and between Donald A. Deieso (the Employee) and WCG Clinical, Inc., on behalf of itself, its parents, affiliates, subsidiaries, divisions, related companies or entities, and its and their respective members, predecessors, successors, and assigns (collectively, the Company).
The Company is engaged in the highly competitive clinical research industry and offers leading regulatory, technical, compliance, quality, and ethical review services and processes. Employees role with the Company involves a position of trust and confidence in which Employee will have access to Confidential Information (defined in Section 2.1 below), and Employees activities will directly or indirectly support the Companys business, research and development efforts, business and customer relationships, reputation, and goodwill, all of which are the result of significant investments and are valuable interests, and which, if used or diverted to benefit a competitor, would cause irreparable harm. To protect these interests and investments and for good and valuable consideration, including, without limitation, Employees at-will employment or any changes to that employment (including position or compensation changes), access to professional advancement potential, including specialized training and enhanced compensation opportunities, access to Confidential Information, and opportunity to develop, maintain, or enhance business and customer relationships, Employee agrees to the following:
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DISCLOSURE AND ASSIGNMENT OF WORK PRODUCT.
1.1. Disclosure of Company Work Product. Employee will disclose promptly in writing to the Company all Company Work Product. Company Work Product means: (a) all ideas, concepts, information, materials, programs, know-how, improvements, discoveries, research, developments, designs, data, reports, plans, systems, technologies, products, techniques, methods, and processes, whether or not patentable, and all Confidential Information, trademarks, service marks, trade dress, design marks, design rights, logos, domain names, handles, user names, trade names, mask work rights, patents, and other intellectual property rights, title, or interest (including, but not limited to, all related patent applications and all priority rights) recognized by the laws of any jurisdiction or country whether or not registered, which were: (i) conceived, created and/or reduced to practice by Employee, either solely or jointly with others, during Employees employment with the Company (whether or not during Employees hours of work, and whether or not with the use the Companys facilities, materials, or personnel) and for a period of twelve (12) months following the termination of Employees employment from the Company, and (ii) related to the actual or anticipated business or activities of the Company, and/or suggested by or resulting from any task assigned by or to Employee or work performed by Employee for, or on behalf of, the Company; and (b) all copyrightable works (including, without limitation, writings, presentations, reports, programs, drawings, tables, graphs, images, and recordings) Employee creates or prepares during and within the scope of Employees employment within the Company or relating to work performed for the Company, whether or not created or prepared during Employees hours of work or with the use of the Companys facilities, materials, or personnel, and regardless of whether the Company specifically requested the preparation of such work.
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|WCG Confidentiality and Non-Competition Agreement (Standard Version, July 2021)|