Agreement for Protection of Company Information
In exchange for the opportunity for employment or continued employment with Allergan, Inc. and any related entities (collectively, the “Company”), because the Company has provided and will continue to actively provide me with confidential and proprietary information as a result of such employment, and/or other valuable consideration, I, the undersigned employee, agree to the following:
1. Obligations to Prior Employers. I agree that I will not bring and have not brought to the Company any trade secrets that belong to any prior employers of mine, and I will not use or disclose and have not used or disclosed any trade secrets of any prior employer of mine in performing work for the Company. I further agree that I will not violate and have not violated any valid contractual commitments I have made with any prior employer in connection with my work for the Company.
2. Proprietary Information of This Company. I hereby acknowledge that during my employment with the Company, the Company has provided and will actively provide me access to certain confidential and/or proprietary information regarding the Company and its business (collectively, “Proprietary Information”) that is not generally known outside of the Company and that would not otherwise be provided to me without my execution of this Agreement. Proprietary Information includes, without limitation, the following materials and information (whether or not reduced to writing and whether or not patentable or protected by copyright): trade secrets; inventions; processes; formulae; programs; technical data; financial information; Company-developed software; engineering designs and documentation; customer proposals, specifications, requirements, as well as marketing and advertising plans and strategies; customer identities, lists, and confidential information about customers and their buying habits; confidential information about prospects, suppliers, vendors, and key employees; personal information relating to the Company’s employees; mailing and e-mail lists; and any other confidential or proprietary information relating to the Company’s business. I understand that the Proprietary Information has economic value because it is not generally known to the public or to other persons who can obtain economic value from its disclosure or use and I further understand that the Company expends considerable efforts to maintain the secrecy of the Proprietary Information. I understand and agree that I am authorized to access and use Proprietary Information solely for Company business and that I am not authorized to access any computer systems containing Proprietary Information except in furtherance of the Company’s business.
3. No Misappropriation. During the term of my employment and thereafter, I hereby promise not to disclose or use, or induce or assist in the disclosure or use of, any Proprietary Information except for the benefit of the Company. In addition, at no time after the end of my employment with the Company will I seek to obtain or misappropriate, or induce or assist in the obtaining of misappropriation, any of the Company’s trade secrets or other Proprietary Information from any current or former Company employee, independent contractor, consultant, or any other source.
4. Return of Property and Proprietary Information. I agree not to remove any Company property or Proprietary Information from Company premises without express permission, and I agree to return all Company property and Proprietary Information, in any form, at the time my employment with the Company ends for any reason or upon the earlier request of the Company. To the extent that I possess any Proprietary Information in digital or other electronic form, I will work with the Company to secure said Proprietary Information in accordance with the Company’s direction.
5. Agreement Not to Compete. I agree that to protect the Company's Proprietary Information and other business assets and goodwill, I will not, for one (1) year after the end of my employment for any reason, directly or indirectly, own any interest in, be an employee of, be an officer or director of, be a consultant to, or be associated in any way with a competitor of the Company in any capacity with managerial responsibility or responsibility for any business services in connection with or relating to any products or services which are substantially the same as, may be substituted for, or may be applied to substantially the same use as the Company's products and services (including products and services that are being researched or developed by the Company) for which I have performed services or about which I have obtained Proprietary Information during the two (2) year period prior to the end of my employment with the Company, and that I will not assist others in doing so. I acknowledge and agree that this restraint applies to all counties in which I have either worked or done business in on behalf of the Company during the two (2) year period immediately preceding the end of my employment with the Company.
6. Agreement Not to Solicit Customers. I further agree that, during my employment with the Company, and for a period of one (1) year after the end of my employment relationship with the Company for any reason, I will not, directly or indirectly, either on my own behalf or on behalf of any other person or entity, attempt to persuade, induce, or solicit any customer of the Company to cease to do business or to reduce the amount of business which the customer of the Company has customarily done or contemplates doing with the Company or to expand its business with a competitor of the Company and that I will not directly or indirectly assist others in doing so. "Customer" means any person, entity, or institution, including individuals, agents, or representatives who control, direct, or influence the purchasing decisions of such entities or institutions, as to which I had supervised business contact on behalf of the Company or about which I obtained Proprietary Information in the two (2) years prior to the end of my employment with the Company for any reason.
7. Agreement Not to Solicit Employees. I further agree that, during my employment with the Company, and for a period of one (1) year after the end of my employment relationship with the Company for any reason, I will not, directly or indirectly, either on my own behalf or on behalf of any other person or entity, employ, solicit for employment, or otherwise seek to employ or retain any employee of the Company, or in any way assist or facilitate any such employment, solicitation, or retention effort.
8. Assignment of Intellectual Property.
a. “Intellectual Property” means any idea, concept, design, suggestion, discovery, invention, copyright, patent, trademark, trade secret, or other intellectual property of any nature, including computer graphics, programs, and/or algorithms, processes, diagrams, know-how, drawings, notes, memoranda, digital representations, illustrations, videos, photographs, and/or pictorial representations of any nature. “Inventions” means all discoveries, developments, designs, improvements, formulas, and processes.
b. I agree to identify all Intellectual Property and Inventions, as defined above, of mine that existed prior to my employment with the Company within fourteen (14) days after beginning my employment by completing and returning Exhibit A hereto. I understand and agree that if I do not identify my Intellectual Property and Inventions within the 14-day period, all such Intellectual Property and Inventions will not be reserved and will be considered part of my background training and experience that I am providing to the Company as consideration for its employment of me.
c. I acknowledge and agree that all works that I may create for or author during the period of my employment with the Company which relate or are useful to the business, or demonstrably anticipated business of the Company, whether or not created during my working time, are within the scope of my employment relationship with the Company and are works for hire, and that the Company owns all rights in such works of authorship. To the extent that such works of authorship are not works for hire, I hereby assign them to the Company as set out in subparagraph (e), below.
d. I will fully and promptly disclose to the Company, and I hereby assign to the Company as set out in subparagraph (e), below, any and all Intellectual Property that is related or useful to the business, or demonstrably anticipated future business, of the Company which I may solely or jointly conceive, design, develop, create, or suggest or cause to be conceived, designed, developed, created, or suggested during my employment with the Company, whether or not conceived, designed, developed, created, or suggested during my working time. However, the foregoing sentence will not apply to any Invention that qualifies fully under the provisions of the statutes referenced in Exhibit B or any similar laws of another jurisdiction, namely an Invention that I develop entirely on my own time without using the Company’s equipment, supplies, facilities, or trade secret information, unless such Invention either: (i) relates at the time of its conception or reduction to practice to the Company’s business, or to actual or demonstrably anticipated research or development of the Company, or (ii) results from any services provided by me for the Company.
e. Any works of authorship referred to in subparagraph (c), above, and any Intellectual Property referred to in subparagraph (d), above (except to the extent excluded from the scope of subparagraph (d) by virtue of the statutes referenced in Exhibit B or any similar laws), are referred to as “Company-Related Intellectual Property.” All right, title, and interest in and to the Company-Related Intellectual Property, including any renewal and extension rights, shall be the sole and absolute property of the Company. I agree that, without additional consideration or compensation of any kind, I will assign and I hereby do assign to the Company all my right, title, and interest in and to any Company-Related Intellectual Property now or hereafter existing and all renewal and extension rights, and I agree to execute any documents necessary to evidence the Company’s proprietary interest in any Company-Related Intellectual Property. I acknowledge and agree that new rights to the results and proceeds of my services may come into being in the future under law and/or in equity, and I hereby assign, grant, and convey to the Company any and all such rights, renewals, and extensions thereof in and to such results and proceeds. In the event the Company is unable for any reason whatsoever to secure my signature to any lawful and necessary document required to apply for protection of, or enforce any action with respect to, Company-Related Intellectual Property, I hereby irrevocably designate and appoint the Company and its duly-authorized officers and agents as my agent and attorney-in-fact to act for and in my behalf to execute such documents and to do all other lawfully permitted acts to protect the Company’s interest in any Company-Related Intellectual Property with the same legal force and effect as if executed by me.
f. I will not knowingly do anything to imperil the validity of any intellectual property rights of the Company, and will not do or omit to do any act which may invalidate any application for the same or in any way publish or cause to be published any material relating to Company-Related Intellectual Property.
9. Complete Agreement. This agreement constitutes the complete agreement between the Company and me relating to the subject matter of it and supersedes any and all prior written or oral agreements or understanding relating to the subject matter of this agreement. I understand that no representative of the Company has been authorized to enter into any agreement or commitment with me which is inconsistent in any way with the terms of this agreement. I also understand and agree that this agreement does not in any way change the at-will nature of my employment relationship with the Company. This Agreement may not be modified except in writing signed by the party to be bound.
10. Governing Law. This agreement will be governed by the law of the state in which I am last employed by the Company, without regard to that state’s choice of law rules.
11. Severability. The invalidity or nonenforceability of any part of this agreement does not affect the validity or enforceability of any other part. If any part of this agreement is for any reason held to be excessively broad as to time, duration, activity, or subject, it shall be construed by limiting and reducing it so as to be enforceable.
12. Successors. I understand and agree that this agreement is binding upon my heirs, executors, administrators, and other personal and legal representatives of mine.
13. Voluntary Agreement. I understand that this agreement includes obligations in addition to those obligations which may be imposed or implied by law, and I certify that I have read, understand, and voluntarily agree to and undertake the obligations set forth in this agreement. I agree that it is not necessary for the Company to sign this agreement for it to be binding on me.
In exchange for the opportunity for employment or continued employment with Allergan, Inc. and any related entities (collectively, the “Company”), because the Company has provided and will continue to actively provide me with confidential and proprietary information as a result of such employment, and/or other valuable consideration, I, the undersigned employee, agree to the following:
1. Obligations to Prior Employers. I agree that I will not bring and have not brought to the Company any trade secrets that belong to any prior employers of mine, and I will not use or disclose and have not used or disclosed any trade secrets of any prior employer of mine in performing work for the Company. I further agree that I will not violate and have not violated any valid contractual commitments I have made with any prior employer in connection with my work for the Company.
2. Proprietary Information of This Company. I hereby acknowledge that during my employment with the Company, the Company has provided and will actively provide me access to certain confidential and/or proprietary information regarding the Company and its business (collectively, “Proprietary Information”) that is not generally known outside of the Company and that would not otherwise be provided to me without my execution of this Agreement. Proprietary Information includes, without limitation, the following materials and information (whether or not reduced to writing and whether or not patentable or protected by copyright): trade secrets; inventions; processes; formulae; programs; technical data; financial information; Company-developed software; engineering designs and documentation; customer proposals, specifications, requirements, as well as marketing and advertising plans and strategies; customer identities, lists, and confidential information about customers and their buying habits; confidential information about prospects, suppliers, vendors, and key employees; personal information relating to the Company’s employees; mailing and e-mail lists; and any other confidential or proprietary information relating to the Company’s business. I understand that the Proprietary Information has economic value because it is not generally known to the public or to other persons who can obtain economic value from its disclosure or use and I further understand that the Company expends considerable efforts to maintain the secrecy of the Proprietary Information. I understand and agree that I am authorized to access and use Proprietary Information solely for Company business and that I am not authorized to access any computer systems containing Proprietary Information except in furtherance of the Company’s business.
3. No Misappropriation. During the term of my employment and thereafter, I hereby promise not to disclose or use, or induce or assist in the disclosure or use of, any Proprietary Information except for the benefit of the Company. In addition, at no time after the end of my employment with the Company will I seek to obtain or misappropriate, or induce or assist in the obtaining of misappropriation, any of the Company’s trade secrets or other Proprietary Information from any current or former Company employee, independent contractor, consultant, or any other source.
4. Return of Property and Proprietary Information. I agree not to remove any Company property or Proprietary Information from Company premises without express permission, and I agree to return all Company property and Proprietary Information, in any form, at the time my employment with the Company ends for any reason or upon the earlier request of the Company. To the extent that I possess any Proprietary Information in digital or other electronic form, I will work with the Company to secure said Proprietary Information in accordance with the Company’s direction.
5. Agreement Not to Compete. I agree that to protect the Company's Proprietary Information and other business assets and goodwill, I will not, for one (1) year after the end of my employment for any reason, directly or indirectly, own any interest in, be an employee of, be an officer or director of, be a consultant to, or be associated in any way with a competitor of the Company in any capacity with managerial responsibility or responsibility for any business services in connection with or relating to any products or services which are substantially the same as, may be substituted for, or may be applied to substantially the same use as the Company's products and services (including products and services that are being researched or developed by the Company) for which I have performed services or about which I have obtained Proprietary Information during the two (2) year period prior to the end of my employment with the Company, and that I will not assist others in doing so. I acknowledge and agree that this restraint applies to all counties in which I have either worked or done business in on behalf of the Company during the two (2) year period immediately preceding the end of my employment with the Company.
6. Agreement Not to Solicit Customers. I further agree that, during my employment with the Company, and for a period of one (1) year after the end of my employment relationship with the Company for any reason, I will not, directly or indirectly, either on my own behalf or on behalf of any other person or entity, attempt to persuade, induce, or solicit any customer of the Company to cease to do business or to reduce the amount of business which the customer of the Company has customarily done or contemplates doing with the Company or to expand its business with a competitor of the Company and that I will not directly or indirectly assist others in doing so. "Customer" means any person, entity, or institution, including individuals, agents, or representatives who control, direct, or influence the purchasing decisions of such entities or institutions, as to which I had supervised business contact on behalf of the Company or about which I obtained Proprietary Information in the two (2) years prior to the end of my employment with the Company for any reason.
7. Agreement Not to Solicit Employees. I further agree that, during my employment with the Company, and for a period of one (1) year after the end of my employment relationship with the Company for any reason, I will not, directly or indirectly, either on my own behalf or on behalf of any other person or entity, employ, solicit for employment, or otherwise seek to employ or retain any employee of the Company, or in any way assist or facilitate any such employment, solicitation, or retention effort.
8. Assignment of Intellectual Property.
a. “Intellectual Property” means any idea, concept, design, suggestion, discovery, invention, copyright, patent, trademark, trade secret, or other intellectual property of any nature, including computer graphics, programs, and/or algorithms, processes, diagrams, know-how, drawings, notes, memoranda, digital representations, illustrations, videos, photographs, and/or pictorial representations of any nature. “Inventions” means all discoveries, developments, designs, improvements, formulas, and processes.
b. I agree to identify all Intellectual Property and Inventions, as defined above, of mine that existed prior to my employment with the Company within fourteen (14) days after beginning my employment by completing and returning Exhibit A hereto. I understand and agree that if I do not identify my Intellectual Property and Inventions within the 14-day period, all such Intellectual Property and Inventions will not be reserved and will be considered part of my background training and experience that I am providing to the Company as consideration for its employment of me.
c. I acknowledge and agree that all works that I may create for or author during the period of my employment with the Company which relate or are useful to the business, or demonstrably anticipated business of the Company, whether or not created during my working time, are within the scope of my employment relationship with the Company and are works for hire, and that the Company owns all rights in such works of authorship. To the extent that such works of authorship are not works for hire, I hereby assign them to the Company as set out in subparagraph (e), below.
d. I will fully and promptly disclose to the Company, and I hereby assign to the Company as set out in subparagraph (e), below, any and all Intellectual Property that is related or useful to the business, or demonstrably anticipated future business, of the Company which I may solely or jointly conceive, design, develop, create, or suggest or cause to be conceived, designed, developed, created, or suggested during my employment with the Company, whether or not conceived, designed, developed, created, or suggested during my working time. However, the foregoing sentence will not apply to any Invention that qualifies fully under the provisions of the statutes referenced in Exhibit B or any similar laws of another jurisdiction, namely an Invention that I develop entirely on my own time without using the Company’s equipment, supplies, facilities, or trade secret information, unless such Invention either: (i) relates at the time of its conception or reduction to practice to the Company’s business, or to actual or demonstrably anticipated research or development of the Company, or (ii) results from any services provided by me for the Company.
e. Any works of authorship referred to in subparagraph (c), above, and any Intellectual Property referred to in subparagraph (d), above (except to the extent excluded from the scope of subparagraph (d) by virtue of the statutes referenced in Exhibit B or any similar laws), are referred to as “Company-Related Intellectual Property.” All right, title, and interest in and to the Company-Related Intellectual Property, including any renewal and extension rights, shall be the sole and absolute property of the Company. I agree that, without additional consideration or compensation of any kind, I will assign and I hereby do assign to the Company all my right, title, and interest in and to any Company-Related Intellectual Property now or hereafter existing and all renewal and extension rights, and I agree to execute any documents necessary to evidence the Company’s proprietary interest in any Company-Related Intellectual Property. I acknowledge and agree that new rights to the results and proceeds of my services may come into being in the future under law and/or in equity, and I hereby assign, grant, and convey to the Company any and all such rights, renewals, and extensions thereof in and to such results and proceeds. In the event the Company is unable for any reason whatsoever to secure my signature to any lawful and necessary document required to apply for protection of, or enforce any action with respect to, Company-Related Intellectual Property, I hereby irrevocably designate and appoint the Company and its duly-authorized officers and agents as my agent and attorney-in-fact to act for and in my behalf to execute such documents and to do all other lawfully permitted acts to protect the Company’s interest in any Company-Related Intellectual Property with the same legal force and effect as if executed by me.
f. I will not knowingly do anything to imperil the validity of any intellectual property rights of the Company, and will not do or omit to do any act which may invalidate any application for the same or in any way publish or cause to be published any material relating to Company-Related Intellectual Property.
9. Complete Agreement. This agreement constitutes the complete agreement between the Company and me relating to the subject matter of it and supersedes any and all prior written or oral agreements or understanding relating to the subject matter of this agreement. I understand that no representative of the Company has been authorized to enter into any agreement or commitment with me which is inconsistent in any way with the terms of this agreement. I also understand and agree that this agreement does not in any way change the at-will nature of my employment relationship with the Company. This Agreement may not be modified except in writing signed by the party to be bound.
10. Governing Law. This agreement will be governed by the law of the state in which I am last employed by the Company, without regard to that state’s choice of law rules.
11. Severability. The invalidity or nonenforceability of any part of this agreement does not affect the validity or enforceability of any other part. If any part of this agreement is for any reason held to be excessively broad as to time, duration, activity, or subject, it shall be construed by limiting and reducing it so as to be enforceable.
12. Successors. I understand and agree that this agreement is binding upon my heirs, executors, administrators, and other personal and legal representatives of mine.
13. Voluntary Agreement. I understand that this agreement includes obligations in addition to those obligations which may be imposed or implied by law, and I certify that I have read, understand, and voluntarily agree to and undertake the obligations set forth in this agreement. I agree that it is not necessary for the Company to sign this agreement for it to be binding on me.