Exhibit 10.13
PROPRIETARY INFORMATION, INVENTIONS
AND NON-SOLICITATION/NON-COMPETITION AGREEMENT
In consideration of my employment or continued employment by Rocket Pharmaceuticals, Inc., a Delaware corporation (the “Company”), on behalf of its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, with the Company, the “Company Group”) and the compensation now and hereafter paid to me, I hereby enter into this Proprietary Information, Inventions, Non-Solicitation and Non-Competition Agreement (this “Agreement”) and agree as follows:
industry through no breach of this Agreement or other act or omission by me, and I am free to discuss the terms and conditions of my employment with others to the extent permitted by law.
my property or the property of third parties, and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment by the Company, I incorporate a Prior Invention into a Company Group product, process, material or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, fully-paid, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, make derivative works of, publicly perform, publicly perform, use, sell, import, and exercise any and all present and future rights in such Prior Invention. Notwithstanding the foregoing, I agree that I will not
incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.
(6) months after termination of my employment by the Company, I will promptly disclose to the Company fully and in writing all Inventions authored, conceived or reduced to practice by me, either alone or jointly with others. In addition, I will promptly disclose to the Company all patent applications filed by me or on my behalf within a year after termination of my employment by the Company. At the time of each such disclosure, I will advise the Company in writing of any Inventions that I believe fully qualify for protection under the provisions of a Specific Inventions Law; and I will at that time provide to the Company in writing all evidence necessary to substantiate that belief. I will preserve the confidentiality of any Invention that does not fully qualify for protection under a Specific Inventions Law.
Company, for no additional consideration, my entire right, title, and interest in and to all such Inventions. Nothing contained in this Agreement shall be construed to reduce or limit the Company’s rights, title, or interest in any Invention so as to be less in any respect than that the Company would have had in the absence of this Agreement.
In the event that the Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and in my behalf to execute, verify and file any such documents and to do all
other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by me. I hereby waive and quitclaim to the Company any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.
OR POTENTIAL CUSTOMERS. I agree that during the period of my employment and for the one
(1) year period after the date my employment ends for any reason, including but not limited to voluntary termination by me or involuntary termination by the Company, I will not, as an officer, director, employee, consultant, owner, partner, or in any other capacity, either directly or through others, except on behalf of the Company:
the restrictions of Sections 5 and 6 shall remain in effect for a period of twelve (12) months from the effective date of the Order enforcing the Agreement.
This Agreement shall be effective as of the first day of my provision of services to the Company. (The remainder of this page has been left intentionally blank.)
I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT EXHIBIT A TO THIS AGREEMENT.
Signature
ACCEPTED AND AGREED TO AS OF THIS (Date):
ROCKET PHARMACEUTICALS, INC