EXHIBIT 10.4


 


STANDARD EMPLOYMENT AGREEMENT


 


THIS AGREEMENT, by and between, BIOJECT MEDICAL TECHNOLOGIES INC., with offices at: 7620
SW Bridgeport Road, Portland, Oregon 97224, (hereinafter called BIOJECT),and Ms.
Christine Farrell (hereinafter called “EMPLOYEE”).


 


RECITALS


 


1.     BIOJECT is in the business of designing,
developing, distribution, and the sale of medical technology and products; and


 


2.     BIOJECT desires to hire Employee to assist
in that effort and Employee is desirous of accepting such employment.


 


NOW THEREFORE,
in consideration of the mutual promises and covenants contained herein, the
parties agree as follows:


 


1.  EMPLOYMENT. EMPLOYEE accepts employment from BIOJECT and agrees to devote
his or her best efforts in the discharge of their duties (includes those
contained in their job description).


 


2.  NON-COMPETE. Both during the term and for one (1) year following
this agreement, EMPLOYEE agrees not to compete with BIOJECT, either directly or
indirectly, with respect to its products or business activities within the
territory of the United States. EMPLOYEE also agrees not to directly or
indirectly assist any other business entity to compete with BIOJECT for the
same period of time and in the same goegraphic area. BIOJECT may waive, in
writing, any restriction contained in this Paragraph 4.


 


3.  CONFIDENTIALITY. EMPLOYEE agrees to hold as confidental all confidential
or proprietary information disclosed directly or indirectly by BIOJECT and
agrees that he or she will not, directly or indirectly, use, disclose, or
divulge any such confidential or proprietery information obtained from BIOJECT
without prior written approval of BIOJECT. This shall include BIOJECT’s product
information, business or marketing stratagies and information regarding BIOJECT’s
present or future customers. Upon termiantion of EMPLOYEE’s employment with
BIOJECT, all material, documents, records and similar information, including
all copies thereof, in EMPLOYEE’s actual or constructive possesseion, shall be
returned to BIOJECT within thirty (30) days following termination.


 


4.  INVENTION AND
PROPIETARY PRODUCTS. All
invention, products or documents developed or created by EMPLOYEE during his or
her employment by BIOJECT, if related to products or business activities of
BIOJECT, shall be considered to be proprietary products owned exclusively by
BIOJECT. This shall include proprietary products created both during employment
and within twelve (12) months following employment if related to products or
business activities of BIOJECT. If necessary to do so, EMPLOYEE agrees to
assign any right to apply for patent, copyright, or other protection to BIOJECT
for such proprietary products. BIOJECT may waive in writing or exempt a product
from the provisions of this Paragraph 4.


 

















 


5.  SEVERABILITY. In the event any provision of this agreement is
declared void or invalid, such provision shall be deemed severed from the rest
of this agreement, which shall otherwise remain in full force and effect. Simialry,
in the event a court of competent jurisdiction should find any of the
provisions of this agreement to be unfair or unreasonable due to the length of
time or geographic area involved, such finding shall not render any such
provisions unenforceable, but rather, the provisions shall be redefined in such
a manner as to render them fair and reasonable, without affecting the balance
of this agreement. This agreement shall not be construed to limit in any way “shop
rights” or other common law or contactual rights of BIOJECT, in or to any
discoveries, inventions, improvements, and innovations, and in or to any
Confidential Information which BIOJECT has or may have by virtue of EMPLOYEE’s
employment.


 


6.  GENERAL TERMS. It is understood that either BIOJECT or EMPLOYEE may
terminate the employment relationship at any time. Upon such termination,
EMPLOYEE shall advise BIOJECT of the name and adress of the EMPLOYEE’s intended
future employer. The parties’ obligations under this agreement shall survive
such termination of employment. EMPLOYEE shall not assign his or her rights
under this agreement without the prior wriiten consent of BIOJECT. This
agreement contains the entire understanding of the parties and may not be
changed orally but only upon a written amendment signed by the parties.


 


7.  ARBITRATION AND
JURISTRICTION. Any controversy
or claim arising out of or relating to this Agreement or any breach of this
Agreement shall be finally settled by arbitration in accordance with the
provisions of Commercial Arbitration Rules of the American Arbitration Association.
Such arbitration shall be conducted in Portland, Oregon by one arbitrator and
no discovery shall be allowed to or condcuted by either party to this Agreement.
In the event suit or action is brought by any party to this Agreement to
enforce any of its terms, it is agreed that the prevailing party shall be
entilitled to an award of reasonable attorneys fees against the party not
prevailing to be fixed by the trial or appellate courts, together with costs
asscoiated therewith. This agreement is entered into and shall be interpreted
and enforced according to the laws of the State of Oregon; both parties consent
to personal jurisdiction for that purpose.


 


8.  ACKNOWLEDGMENT. I, the undersigned EMPLOYEE, acknowledge that I have
read and received a copy of this document, consiting of three (3) pages and
understand that it legally binds me and that I have the right to seek
independent legal advice concerning its contents and effect.


 


 


	
  DATED
  this 21st day of January, 1997

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACCEPTED
  January 24, 1997

  	
   

  
	
   

  	
   

  
	
  EMPLOYEE:

  	
  EMPLOYER:

  
	
   

  	
  BIOJECT INC.

  
	
   

  	
   

  
	
  By: 

  	
  /s/Christine
  M. Farrell

  	
   

  	
  By:

  	
  /s/Kurt
  O. Lynam

  	
   

  
	
   

  	
  Christine
  M. Farrell

  	
  Kurt O. Lynam

  
	
   

  	
  Title:Director, Human Resources