Exhibit 10.42
AGREEMENT
THIS AGREEMENT, made this __3RD__ day of __SEPTEMBER, '97__ by and between
DIANON SYSTEMS, INC., its affiliates, subsidiaries, successors and assigns
(collectively called hereinafter "DIANON") and Vernon L. Wells, an individual
residing at 10973 Chase Lane #B, St. Louis, Missouri 63146 (hereinafter called
"Employee").
In consideration of the commencement of Employee's employment with DIANON
as Vice President of Sales, the payment of compensation and benefits for such
employment, and access to sensitive information, Employee and DIANON
acknowledge, represent and agree to the terms and conditions set forth in this
Agreement.
(1) Employee agrees that, to the fullest extent permitted by law, for the
period of one (1) year after the date of termination of employment with DIANON
(for whatever reasons), Employee (a) will not solicit business on behalf of any
entity which is conducting any business which competes with DIANON's business
("Competing Entity"), (b) will not solicit business from customers of DIANON,
(c) will not solicit the employment or services or any of the employees of
DIANON, (d) will not, directly or indirectly, participate in the ownership,
management, operation or control of any Competing Entity in the geographic area
located within one hundred (100) miles of DIANON offices, or in any other
geographic area in which Employee may have rendered service to DIANON during the
two (2) year period prior to the termination of employment.
(2) Employee's employment with DIANON creates a relationship of trust and
confidence between the parties. Employee agrees that, during and after his/her
employment with DIANON, Employee will not use or disclose, or allow anyone else
to use or disclose, any confidential information relating to the products, sales
and/or business affairs of DIANON or of any customer or supplier of DIANON, or
any information created, discovered, or developed by or for DIANON, or acquired
by DIANON, that has commercial value in DIANON's present or future business
("Confidential Information"), except as may be necessary in the performance of
Employee's employment with DIANON or as may be authorized in advance by
appropriate officials of DIANON. By way of illustration, but not limitation,
Confidential Information includes processes, formulas, data, know-how,
inventions, improvements, techniques, marketing plans, product plans,
strategies, forecasts, customer lists and any other information Employee has
reason to know DIANON would like to treat as confidential for any purpose.
Employee agrees to keep Confidential Information secret whether or not any
document containing such information is marked confidential.
(3) All rights, title and interest in all records, documents, or files
concerning the business of DIANON, including, but not limited to, biomaterials,
processes, letters, trade secrets, laboratory notebooks or other written or
electronically recorded material, whether or not produced by the Employee, shall
be and remain the property of DIANON. Upon termination of employment, the
Employee shall not have the right to remove any such records from the offices of
DIANON. In addition, Employee agrees to promptly return to DIANON all things of
whatsoever nature that belong to DIANON, and all records (in whatsoever form,
format or medium) containing or related to Confidential Information of DIANON.
(4) Employee agrees to assign, and does hereby assign to DIANON, all of
his/her right, title and interest in and to all inventions, improvements,
discoveries or technical developments, whether or not patentable, which he/she
solely or jointly with others, may conceive or reduce to practice during the
term of his/her employment (a) which are related in whole or in part, directly
or indirectly, to DIANON's product line, research and development, or field of
technological or industrial specialization, or (b) in the course of utilization
by DIANON of Employee's services in a technical or professional capacity in the
areas of research, development, marketing, management, engineering or
manufacturing, or (c) pursuant to any project of which Employee is or was a
participant or member that is or was either financed or directed by DIANON, or
(d) at DIANON's expense, in whole or in part.
(5) Employee agrees to disclose promptly to DIANON's Chief Executive
Officer or his designee, all ideas, discoveries, and improvements conceived by
Employee alone or in collaboration with others, and to cooperate fully with
DIANON both during and after employment, with respect to the procurement of
patents for the establishment and maintenance of DIANON's or its designee's
rights and interests in said invention, improvements, discoveries or
developments, and to sign all papers which DIANON may deem necessary or
desirable for the purpose of vesting DIANON or its designees with such rights,
the expenses thereof to be paid by DIANON.
(6) The Employee shall, while employed by DIANON, devote his/her best
efforts and his/her full time to the business of DIANON.
(7) In the event of a breach or threatened breach of the provisions in this
Agreement, DIANON shall be entitled to an injunction restraining such breach, it
being recognized that any injury arising from a breach would be irreparable and
would have no adequate remedy at law; but nothing herein shall be construed as
prohibiting DIANON from pursuing any other remedy available for such breach or
threatened breach. In the event that Employee breaches or threatens a breach of
this Agreement, DIANON shall be entitled to have its reasonable legal fees and
costs paid by the Employee for any legal services relating to the breach or
threatened breach.
(8) This Agreement is not intended, and should not be construed in any way,
as a contract of employment for a definite period of time or to limit or
restrain DIANON's or the Employee's right to terminate the employment
relationship at any time.
(9) In the event any provision or paragraph of this Agreement is declared
to be invalid or unenforceable, then the balance of this Agreement shall remain
in full force and effect.
(10) This Agreement shall be construed and enforced in accordance with the
laws of the State of Connecticut.
(11) The foregoing contains the entire Agreement between the parties
pertaining to non-competition and to confidential DIANON documents and
information. No modification thereof shall be binding upon the parties unless
the same is in a writing signed by the respective parties. This Agreement and
all of the terms and conditions contained herein shall remain in full force
during the period of employment notwithstanding any change in compensation.
(12) Employee represents and warrants that he/she has no other agreements
or commitments that would hinder or prevent performance of his/her job
responsibilities with DIANON. Unless authorized to do so, Employee agrees not to
disclose to DIANON or use in his/her employment with DIANON any invention or
confidential information belonging to any former employer or to any other person
other than DIANON.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the
date set forth above.
Employee: DIANON SYSTEMS, INC.
/S/ VERNON WELLS By: /S/ KEVIN C. JOHNSON
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Date: SEPT 3, 1997 Date: SEPTEMBER 3, 1997
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