**Exhibit 10.37**

 

**PROPRIETARYINFORMATIONAND INVENTIONS AGREEMENT**

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The following confirms an agreement between me andMEDICALCV, INC., a Minnesota corporation (the “Company”), which is a materialpart of the consideration for my employment by, or consulting services providedto the Company:

 

A.                                   I understand that the Company possesses orwill acquire Proprietary Information which is important to its business.  For purposes of this Agreement, “ProprietaryInformation” is information that was developed, created, or discovered by theCompany, or which became known by, or was conveyed to the Company, which hascommercial value in the Company’s business. “Proprietary Information” includes, but is not limited to, trade secrets,copyrights, mask works, ideas, techniques, know-how, inventions (whetherpatentable or not), and/or any other information of any type relating todesigns, configurations, toolings, documentation, recorded data, schematics,source code, object code, works of authorship, mechanisms, research, manufacture,improvements, assembly, installation, marketing, forecasts, pricing, customers,and/or cost or other financial data concerning any of the foregoing or theCompany and its operations generally.  Iunderstand that my employment/consulting creates a relationship of confidenceand trust between me and the Company with respect to Proprietary Information.

 

B.                                     I understand that the Company possesses“Company Documents” which are important to its business.  For purposes of this Agreement, “CompanyDocuments” are documents or other media that contain Proprietary Information orany other information concerning the business, operations or plans of theCompany, whether such documents have been prepared by me or by others.  Company Documents include, but are notlimited to, blueprints, drawings, photographs, charts, graphs, notebooks,customer list, computer disks, tapes or printouts, sound recordings and otherprinted, typewritten or handwritten documents.

 

C.                                     Unless the subject of my consulting servicesor employment is, by mutual agreement with the Company, expanded to includeother services, my consultation or employment, this agreement and its termswill relate solely to the “Restricted Business.”  “Restricted Business” means directly or indirectly engaging inthe development, manufacturing and sale of devices or methods for the treatmentof atrial fibrillation through the delivery of energy to affect or createlesions to the epicardial surface of the heart; provided, however, that therestricted activity shall not include: (i) engaging in the practice of medicine, including the treatment ofatrial fibrillation by any means and consultation in connection therewith, orother professional activities of physicians such as participation in clinicaltrials; or (ii) consultation with or employment by an organization or entitythat engages in the Restricted Business, provided that the subject of suchconsultation or work does not involve the development, manufacture and sale ofdevices or methods for the treatment of atrial fibrillation through thedelivery of energy to affect or create lesions to the epicardial surface of theheart.

 

D.                                    In consideration of my employment by theCompany and the compensation received by me from the Company from time to timeor my consulting relationship with the Company and the fees I may receive fromthe Company, I hereby agree as it relates to the Restricted Business asfollows:

 

1.                                       All Proprietary Information and all patents,copyrights and other rights in connection therewith shall be the sole propertyof the Company.  I hereby assign to theCompany any rights I may have or acquire in such Proprietary Information.  At all times both during my employment/engagementby the Company and after termination of such employment/engagement, I will keepin confidence and trust and will not use or disclose any ProprietaryInformation or anything relating to it without the prior written

 

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consent of an officer of the Company, except as may be necessary in theordinary course of performing my duties to the Company.

 

2.                                       All Company Documents shall be the soleproperty of the Company.  I agree thatduring my employment or engagement by the Company, I will not remove anyCompany Documents from the business premises of the Company or deliver any CompanyDocuments to any person or entity outside the Company, except as I am requiredto do in connection with performing the duties of my employment.  I further agree that, immediately upon thetermination of my employment by me or by the Company for any reason, or duringmy employment/engagement if so requested by the Company, I will return allCompany Documents, apparatus, equipment and other physical property, or anyreproduction of such property, excepting only (i) my personal copies of recordsrelating to my compensation; (ii) my personal copies of any materialspreviously distributed generally to stockholders of the Company; and (iii) mycopy of this Agreement.

 

3.                                       I will promptly disclose in writing to myimmediate supervisor, with a copy to the President of the Company, or to anypersons designated by the Company, all “Inventions,” which includes allimprovements, inventions, works of authorship, mask works, computer programs,formulae, ideas, processes, techniques, know-how and data, whether or not patentable,made or conceived or reduced to practice or developed by me, either alone orjointly with others, during the term of my employment/engagement, which pertainto the Restricted Business.  I will alsodisclose to the President of the Company all things that would be Inventionspertaining to the Restricted Business if made during the term of myemployment/engagement, conceived, reduced to practice, or developed by mewithin six (6) months of the termination of my employment with the Company.  Such disclosures shall be received by theCompany in confidence and do not extend the assignment made in Section 4below.  I will not disclose Inventionsto any person outside the Company unless I am requested to do so by managementpersonnel of the Company.

 

4.                                       MedicalCV has provided to me this writtennotification that this Agreement does not apply to an invention for which noequipment, supplies, facility or trade secret of the Company was used and whichwas developed entirely on my own time, and (1) which does not relate (a)directly to the Restricted Business of the Company or (b) to the Company’sactual or demonstrably anticipated research or development, or which does notresult from any work performed by me for the Company.

 

5.                                       I agree to perform, during and after myemployment or engagement, all acts deemed necessary or desirable by the Companyto permit and assist it, at the Company’s expense, in obtaining, maintaining,defending and enforcing patents, copyrights or other rights on such Inventionsand improvements in any and all countries. Such acts may include, but are not limited to, execution of documentsand assistance or cooperation in legal proceedings.  I hereby irrevocably designate and appoint the Company and itsduly authorized officers and agents, as my agents and attorneys-in-fact to actfor and in my behalf and instead of me, to execute and file any documents andto do all other lawfully permitted acts to further the above purposes with thesame legal force and effect as if executed by me.

 

6.                                       I have attached hereto as Exhibit C acomplete list of all Inventions related to the Restricted Business to which Iclaim ownership and that I desire to remove from the operation of thisAgreement, and I acknowledge and agree that such list is complete.  If no such lists attached to this Agreement,I represent that I have no such Inventions at the time of signing thisAgreement.

 

7.                                       During the term of my employment/engagementand for one (1) year thereafter, I will not encourage or solicit any employeeof the Company to leave the Company for any reason.  However, this obligation shall not affect any responsibility Imay have as an employee/consultant of the Company with respect to the bona fidehiring and firing of Company personnel. In addition, I agree that duringthe term

 

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of my employment or engagement, and for one(1) year thereafter, I will not do anything which would in any manner disrupt,undermine or impair the Company’s contractual relationships with any of itscustomers.

 

8.                                       I represent that my performance of all theterms of this Agreement will not breach any agreement to keep in confidenceproprietary information acquired by me in confidence or in trust prior to myemployment/engagement by the Company.  Ihave not entered into, and I agree I will not enter into, any agreement eitherwritten or oral in conflict herewith or in conflict with myemployment/engagement with the Company.

 

9.                                       I agree that except to the extent provided inany written consulting or employment agreement entered into between me and theCompany, I have the right to resign and the Company has the right to terminatemy employment at any time, for any reason, with or without cause.  This is the full and complete agreementbetween myself and the Company on this term.

 

10.                                 I agree that this Agreement does not purportto set forth all of the terms and conditions of my employment/engagement, andthat as an employee/consultant of the Company I have obligations to the Companywhich are not set forth in this Agreement.

 

11.                                 I agree that my obligations under paragraphs1 through 7 of this Agreement shall continue in effect after termination of myemployment or consulting relationship, regardless of the reason or reasons fortermination, and whether such termination is voluntary or involuntary on mypart, and that the Company is entitled to communicate my obligations under thisAgreement to any future employer or potential employer of mine.

 

12.                                 This Agreement shall be effective as of thedate I executed this Agreement and shall be binding upon me, my heirs,executors, assigns, and administrators and shall inure to the benefit of theCompany, its subsidiaries, successors and assigns.

 

13.                                 This Agreement can only be modified by asubsequent written agreement executed by an officer of the Company.

 

IHAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONSWHICH IT IMPOSES UPON ME WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGNTHIS AGREEMENT.  I SIGN THIS AGREEMENTVOLUNTARILY AND FREELY.

 
| Date:August 10,  2003 | /s/  Robert H. Svenson, M.D.         |   |
|----------------------------|--------------------------------------|--------|
|                       | Signature  of Employee or Consultant |

 

 

IHAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONSWHICH IT IMPOSES UPON ME WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGNTHIS AGREEMENT.  I SIGN THIS AGREEMENTVOLUNTARILY AND FREELY.

 
| Date:  August 10, 2003 | /s/  Gregory G. Brucker              |   |
|-----------------------------|--------------------------------------|--------|
|                        | Signature  of Employee or Consultant |

 

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