Exhibit 10(g)
EMPLOYMENT AGREEMENT
The growth of Innovex, Inc. ("Innovex") has been due in part to the
development of proprietary information. Innovex's possession of proprietary
information that is generally not known to others, and its confidential
information about research, development, marketing and management contribute to
career opportunities and security for employees throughout Innovex.
To help protect the Employee, all other employees and Innovex against
the loss of its proprietary information, this Agreement has been prepared for
the signature of the Employee and Innovex so that there will be a common
understanding concerning their mutual responsibilities in this regard.
As a condition of the Employee's employment by Innovex and further in
consideration of that employment, continued employment, compensation, access to
confidential information and additional benefits, Employee hereby agrees as
follows:
I. CONFIDENTIALITY. During the term of employment with Innovex, Employee will
have access to and become acquainted with various trade secrets and other
proprietary and confidential information which are owned by Innovex and
which are used in the operation of Innovex's business. "Trade secrets and
other proprietary and confidential information" shall be understood to mean
any information or knowledge possessed by Innovex which is not generally
known to or readily ascertainable by outside parties who can obtain
economic value from its use or disclosure. This shall include, without
limitation, designs, specifications, formulas, patterns, production
characteristics, testing procedures and results thereof, manufacturing
methods, plant layouts, tooling dies, molds, engineering evaluations and
reports, business plans, financial projections, payroll and personnel
records, compilations, computer programs, devices, methods, techniques,
processes, data, improvements, ideas, algorithms, computer processing
systems, drawings, proposals, job notes, reports, records, specifications,
information concerning any matters relating to the business of Innovex and
any of its customers, customer contacts, licenses, the prices it obtains or
has obtained for the licensing of its products and services, or any other
information concerning the existing or reasonably foreseeable business of
Innovex and Innovex's good will.
A. NONDISCLOSURE. Employee shall not disclose or use in any manner,
directly or indirectly, any such trade secrets or other proprietary
and confidential information either during the term of his employment
or at any time thereafter, except as required in the course of
employment with Innovex.
B. INFORMATION DISCLOSED REMAINS PROPERTY OF INNOVEX. All ideas,
concepts, information, and written material disclosed to Employee by
Innovex, or acquired from a customer or prospective customer of
Innovex, are and shall remain the sole and exclusive property and
proprietary information of Innovex or such customers, and are
disclosed in confidence by Innovex or permitted to be acquired from
such customers in reliance on Employee's agreement to maintain them in
confidence and not to use or disclose them to any other person except
in furtherance of Innovex's business.
C. RETURN OF MATERIAL. Employee agrees that, upon request of Innovex or
upon termination of employment, Employee shall turn over to Innovex
originals and any copies of all documents, files, disks or other
computer media, or other material in his possession or under his
control that (a) may contain or be derived from ideas, concepts,
creations, or trade secrets and other proprietary and confidential
information as set forth in paragraphs 1, 1.1, and 1.2 above, or (b)
are connected with or derived from Employee's services to Innovex.
II. INVENTIONS AND CREATIONS. Any and all inventions, discoveries,
improvements, or creations (collectively "Inventions") made or conceived by
Employee during the period of his employment by Innovex shall be the
property of Innovex. Employee hereby assigns to Innovex all of his rights
to any such Inventions and agrees to promptly disclose any such Inventions
in writing to Innovex. Employee further agrees to execute and assign any
and all proper applications, assignments and other documents and to render
all assistance reasonably necessary to apply for patent, copyright or
trademark protection in all countries.
A. EXCEPTIONS. Paragraph 2 of this Agreement does not apply to an
Invention for which no equipment, supplies, facility or trade secret
information of Innovex was used and which was developed entirely on
Employee's own time and (a) which does not relate (i) directly to the
business of Innovex or (ii) to Innovex's actual or demonstrably
anticipated research or development, or (b) which does not result from
any work performed by Employee for Innovex. Exhibit A hereto
constitutes a complete list of the inventions made by Employee prior
to employment by Innovex as to which he has at least partial
ownership. Innovex shall have no claim of right or title to the
inventions listed on Exhibit A.
B. DEFINITION OF INVENTIONS. For purposes of this Agreement, the term
"Inventions" shall mean discoveries, improvements, writings, formulae
and ideas (whether or not shown or described in writing or reduced to
practice) and works of authorship, whether or not patentable or
copyrightable, which (a) relate directly to the existing or reasonably
foreseeable business of Innovex, or (b) which relate to Innovex's
actual or demonstrably anticipated research or development, or (c)
which result from any work performed by Employee for Innovex, or (d)
for which equipment, supplies, facilities or trade secret information
of Innovex is used, or (e) which is developed on Innovex time.
C. NON-COVERED INVENTIONS. Should the Employee make a discovery,
improvement or Invention that is not covered by the provisions of this
Agreement ("a Non-Covered Invention"), the Employee may, at his sole
option, disclose the Non-Covered Invention to Innovex and Innovex
shall then have a right of first refusal to enter into a license
agreement with Employee to acquire rights thereunder. If negotiations
extend for more than six (6) months from the date of disclosure to
Innovex, Employee shall be free to submit the Non-Covered Invention to
others without obligation to Innovex and with respect to such
Non-Covered Invention.
III. COVENANT NOT TO COMPETE. Employee agrees that he will not, during the
course of employment, or for a period of 1 year commencing upon expiration
of employment, voluntarily or involuntarily, directly or indirectly,
anywhere in the United States, develop, or assist others to be developed,
any product functionality similar to the product(s) developed or under
development by Innovex. The term "develop" shall mean design, create
general or detailed functional or technical specifications for, enhance,
or, with respect to software, create or write code for, debug or otherwise
modify code for, or otherwise participate in the creation or modification
of software product(s). Employee further agrees that he will not, during
the course of employment or for a period of 1 year commencing upon the
expiration of employment, voluntarily or involuntarily, directly or
indirectly, anywhere in the United States, perform services for any
Competing Business in the same field of commercial activities or engage or
assist (a) in the organization of any Competing Business or (b) in any
preparations for the manufacture, assembly, production, or design of any
Competitive Product.
A. If Employee has been or is employed by Innovex in a sales capacity, he
will not render services, directly or indirectly, to any Competing
Business in connection with the marketing, sales, merchandising,
leasing or promotion of any Competing Product to any person or
organization upon whom he called, or whose account he supervised on
behalf of Innovex, at anytime during the last 3 years of his
employment with Innovex.
B. As used herein, the term "Competing Business" shall mean any person or
organization which is engaged in or about to become engaged in,
research on or development, production, marketing, leasing, licensing,
selling or servicing of a Competitive Product.
C. As used herein, the term "Competitive Product" shall mean any product,
process, system or service (including, without limitation, software)
of any person or organization other than Innovex, in existence or
under development, which is the same as or similar to or competes with
a product, process, system, or service upon which the Employee worked
(either in a sales or non-sales capacity) during the last 3 years of
his employment with Innovex or about which he acquires Confidential
Information.
D. EMPLOYEE'S ACKNOWLEDGMENTS AND AGREEMENTS. Employee acknowledges and
agrees that the products developed by Innovex, including, without
limitation, software developed by Innovex's Iconovex Division, is or
is intended to be marketed and licensed to customers nationally
throughout the United States. Employee further acknowledges and agrees
to the reasonableness of this covenant not to compete and the
reasonableness of the geographic area and duration of time which are a
part of said covenant. Employee also acknowledges and agrees that this
covenant will not preclude Employee from becoming gainfully employed
following termination of employment with Innovex.
E. INDUCING EMPLOYEES TO LEAVE INNOVEX; EMPLOYMENT OF EMPLOYEES. Any
attempt on the part of Employee to induce to leave Innovex's employ,
or any effort by Employee to interfere with Innovex's relationship
with its other employees would be harmful and damaging to Innovex.
Employee agrees that during the term of employment and for a period of
one year thereafter, Employee will not in any way, directly or
indirectly (a) induce or attempt to induce any employee of Innovex to
quit employment with Innovex; (b) otherwise interfere with or disrupt
Innovex's relationship with its employees; (c) solicit, entice, or
hire away any Employee of Innovex; or (d) hire or engage any employee
of Innovex or any former employee of Innovex whose employment with
Innovex ceased less than one year before the date of such hiring or
engagement.
F. NONSOLICITATION OF BUSINESS. For a period of two years from the date
of termination of employment, Employee will not divert or attempt to
divert from Innovex any business Innovex had enjoyed or solicited from
its customers during the year prior to termination of his employment.
IV. MISCELLANEOUS PROVISIONS.
A. REMEDIES - INJUNCTION. In the event of a breach or threatened breach
by Employee of any of the provisions of this Agreement, Employee
agrees that Innovex, in addition to and not in limitation of any other
rights, remedies, or damages available to Innovex at law or in equity,
shall be entitled to a permanent injunction in order to prevent or
restrain any such breach by Employee or by Employee's partners,
agents, representatives, servants, employees, and/or any and all
persons directly or indirectly acting for or with Employee.
B. SEVERABILITY. In the event that any of the provisions of this
Agreement shall be held to be invalid or unenforceable in whole or in
part, those provisions to the extent enforceable and all other
provisions shall nevertheless continue to be valid and enforceable as
though the invalid or unenforceable parts had not been included in
this Agreement. In the event that any provision relating to the time
period or scope of a restriction shall be declared by a court of
competent jurisdiction to exceed the maximum time period or scope such
court deems reasonable and enforceable, then the time period or scope
of the restriction deemed reasonable and enforceable by the court
shall become and shall thereafter be the maximum time period or the
applicable scope of the restriction.
C. GOVERNING LAW. This Agreement shall be construed and enforced
according to the laws of the State of Minnesota. All legal actions
arising under this Agreement shall be instituted in, and both Innovex
and Employee consent to the jurisdiction of the court of Hennepin
County, Minnesota.
D. "Innovex" shall mean Innovex, Inc., Litchfield Precision Components,
Iconovex and Innomedica and any of their existing or future
affiliates, including parent companies, divisions, joint ventures and
partnerships.
E. This Agreement replaces and supercedes all prior agreements between
Innovex and Employee relating to the same subject matter. This
Agreement may not be terminated, amended or modified in any way,
except in writing signed by both Innovex and Employee.
F. The obligations of the parties under this Agreement do not depend on
conditions outside this Agreement and shall survive Employee's
termination of employment with Innovex, regardless of the reason for
termination.
V. AGREEMENT READ, UNDERSTOOD, AND FAIR. Employee has carefully read and
considered all provisions of this Agreement and agrees that all of the
restrictions set forth are fair and reasonable and are reasonably required
for the protection of the interests of Innovex. Employee hereby
acknowledges receipt of a copy of this Agreement.
EMPLOYEE
Dated: ________________________________ __________________________________
Dated: ________________________________ INNOVEX, INC.
By _______________________________
Its _________________________