EXHIBIT 10.6
ANIKA THERAPEUTICS, INC.
NON-DISCLOSURE AND NON-COMPETITION AGREEMENT
EMPLOYEE
I, Douglas R. Potter, (the "Employee"), in consideration of my employment,
the continuation of my employment, and the salary and wages to be paid to me, do
hereby agree with Anika Therapeutics, Inc., a Massachusetts corporation (the
"Company"), as follows:
1. All documents including, but not limited to, correspondence, memoranda,
plans, proposals, customer lists, marketing and sales plans, reports and
drawings, formulations, designs, samples, prototypes, tools and
equipment, and all other tangible and intangible materials whatsoever,
that concern the Company's business and that come into my possession are
the property of the Company and shall be used by me only in the
performance of my duties for the Company. I will not remove from the
Company's premises any such tangible items or copies thereof except as
the Company permits and, upon the earlier of the termination of my
employment or a request by the Company, any and all such items in my
custody or possession and all copies thereof will be returned to the
Company.
2. For the purposes of this agreement:
a. "Inventions" shall include, but not be limited to, any procedures,
systems, machines, methods, processes, uses, apparatuses,
compositions of matter, designs, drawings, configurations, software
and works of authorship of any kind, and any improvements to them
which are discovered, conceived, reduced to practice, developed, made
or produced, and shall not be limited by the meaning of "invention"
under the laws of any country concerning patents.
b. "Proprietary Information" means all information and know-how, whether
or not in writing, of a private, secret, or confidential nature
concerning the Company's business or financial affairs, including,
without limitation, inventions, products, processes, methods,
techniques, formulas, compositions, compounds, projects,
developments, plans, research data, clinical data, financial data,
personnel data, computer programs, and customer and supplier lists.
1
c. "Competing Products" means any products or processes of any person or
organization other than the Company in existence or under
development, which are substantially the same, may be substituted
for, or applied to substantially the same end use as the products or
processes with which I work during the time of my employment with the
Company or about which I acquire confidential information through my
work with the Company.
d. "Competing Organization" means any person or organization engaged in,
or about to become engaged in, research or development, production,
distribution, marketing, or selling of a Competing Product.
3. I agree that all Proprietary Information is and shall be the exclusive
property of the Company. I will regard and preserve as confidential all
Proprietary Information which may be obtained by me. I will not, at any
time, without express written authority from the Company, use for any
unauthorized purposes, or disclose to others, either during my employment
or thereafter, except as required by my employment with the Company, any
Proprietary Information, unless and until such Proprietary Information
has become public knowledge without fault by me.
4. I agree that my obligation not to disclose or to use information,
know-how, and records of the types set forth in paragraphs 1 and 3 above,
and my obligation to return records and tangible property, set forth in
paragraph 1 above, also extends to such types of information, know-how,
records, and tangible property of customers of the Company or suppliers
to the Company or other third parties who may have disclosed or entrusted
the same to the Company or to me in the course of the Company's business.
5. All Inventions, whether patentable or not, which are related to the
present or planned business of the Company conceived or reduced to
practice by me, either alone or with others, during the period of my
employment with the Company or during a period of ninety (90) days after
termination of such employment, whether or not done during my regular
working hours, are the exclusive property of the Company.
6. I will disclose promptly, in writing, to the Company all such
inventions, whether patentable or not, and I agree to assign and do
hereby assign to the Company or its nominee my entire right, title, and
interest in and to such Inventions. Except to the extent that I may be
authorized by the Company, I will not disclose any such Inventions to
others without the prior written consent of the Company.
2
7. I will, at any time during or after my employment on request of the
Company, execute specific assignments in favor of the Company or its
nominee of my interest in any such Inventions, as well as execute all
papers, including, without limitation, copyright applications, patent
applications, declarations, oaths, formal assignments, assignments of
priority rights, and powers of attorney, render all assistance, and
perform all lawful acts the Company considers necessary or advisable for
the protection of its rights and interests in any Invention.
8. I have disclosed to the Company on the attached Schedule A any
continuing obligations I have with respect to the assignment of
Inventions to any previous employers, and I claim no previous unpatented
Inventions as my own, except as shown on a schedule attached hereto and
signed by me (if none, so state). I further represent that, except as I
have disclosed in writing to the Company or Schedule A hereto, I am not
bound by the terms of any agreement with any previous employer or other
party to refrain from using or disclosing any trade secret or
confidential or proprietary information in the course of my employment
with the Company or to refrain from competing, directly or indirectly,
with the business of such previous employer or any other party. I further
represent that my performance of all the terms of this agreement and as
an employee of the Company does not and will not breach any agreement to
keep in confidence proprietary information, knowledge, or data acquired
by me in confidence or in trust prior to my employment with the Company,
and I will not disclose to the Company or induce the Company to use any
confidential or proprietary information or material belonging to any
previous employer or others.
3
9. I understand that information regarding the Company and its affiliates
including, without limitation, Proprietary Information, is considered
confidential to the Company and is of substantial commercial value to the
Company. Any entrusting of such confidential information to me by the
Company is done so in reliance upon the confidential relationship arising
from the terms of my employment with the Company. Therefore, in
consideration of my employment with the Company, I agree that I will not
render services of any nature, directly or indirectly, to any Competing
Organization in connection with any Competing Product within such
geographic territory as the Company and such Competing Organization are
or would be in actual competition, for a period of one year, commencing
on the date of termination of my employment. I understand that services
rendered to such Competing Organization may have the effect of supporting
actual competition in various geographic areas, and may be prohibited by
this agreement regardless of the geographic area in which such services
are physically rendered. The Company may, in its sole discretion, elect
to waive, in whole or in part, the obligation set forth in the previous
sentence, such waiver to be effective only if given in writing by the
Company.
10. I understand that the misappropriation of Proprietary Information may be
theft as defined by law punishable by a fine or imprisonment or both and
could make me liable for damages or subject to an injunction in a civil
lawsuit.
11. The provisions of this agreement shall be severable and in the event
that any provision hereof shall be found by any court to be
unenforceable, in whole or in part, the remainder of this agreement shall
nevertheless be enforceable and binding on the parties.
12. I understand that this agreement does not constitute a contract of
employment and does not imply that my employment will continue for any
period of time.
13. This agreement will be binding upon my heirs, executors, and
administrators and will inure to the benefit of the Company and its
successors and assigns.
14. No delay or omission by the Company in exercising any right under this
agreement will operate as a waiver of that or any other right. A waiver
or consent given by the Company on any one occasion is effective only in
that instance and will not be construed as a bar to or waiver of any
right on any other occasion.
4
15. I expressly consent to be bound by the provisions of this agreement for
the benefit of the Company or any subsidiary or affiliate thereof to
whose employ I may be transferred without the necessity that this
agreement be re-signed at the time of such transfer.
16. I understand and agree that this agreement shall be interpreted under
and governed by the laws of the Commonwealth of Massachusetts.
17. The foregoing sets forth the entire agreement between the parties and
the signatories acknowledge that no representations, written or oral,
have been made in addition to, or in derogation of, the terms hereof.
/s/ Douglas R. Potter
---------------------
Douglas R. Potter
ACCEPTED BY:
Anika Therapeutics, Inc.
At Woburn, Massachusetts
This 3rd day of April, 2000
FOR ANIKA THERAPEUTICS, INC.
/s/ Claudia J. McNair
- ---------------------
Representative
5
ANIKA THERAPEUTICS, INC.
NON-DISCLOSURE AND NON-COMPETITION AGREEMENT
SCHEDULE A
6