ex107confidentialitynate






ACTIVE/107434540.2  Exhibit 10.7    COMPASS PATHWAYS, INC.  Employee Confidentiality, Non-Solicitation, Non-Competition and Assignment Agreement    In consideration and as a condition of my employment or continued employment by Compass Pathways, Inc. (the  Company ), I hereb  agree as follo s:    1. Proprietary Information. I agree that all  information, whether or not in writing, concerning the  Compan s business, technolog , business relationships or  financial affairs which the Company has not released to the  general public (collecti el , Proprietar  Information ) is and  will be the exclusive property of the Company. By way of  illustration, Proprietary Information may include information  or material which has not been made generally available to the  public, such as: (a) corporate information, including plans,  strategies, methods, policies, resolutions, negotiations or  litigation; (b) marketing information, including strategies,  methods, customer identities or other information about  customers, prospect identities or other information about  prospects, or market analyses or projections; (c) financial  information, including cost and performance data, debt  arrangements, equity structure, investors and holdings,  purchasing and sales data and price lists; (d) operational and  technological information, including plans, specifications,  manuals, forms, templates, software, designs, methods,  procedures, formulas, discoveries, inventions, improvements,  concepts and ideas; and (e) personnel information, including  personnel lists, reporting or organizational structure, resumes,  personnel data, compensation structure, performance  evaluations and termination arrangements or documents.  Proprietary Information also includes information received in  confidence by the Company from its customers or suppliers or  other third parties.    2. Recognition of C m an  Righ . I will not, at   an  time, ithout the Compan s prior ritten permission,  either during or after my employment, disclose any  Proprietary Information to anyone outside of the Company, or  use or permit to be used any Proprietary Information for any  purpose other than the performance of my duties as an  employee of the Company. I will cooperate with the   Company and use my best efforts to prevent the unauthorized  disclosure of all Proprietary Information. I will deliver to the  Company all copies of Proprietary Information in my  possession or control upon the earlier of a request by the  Company or termination of my employment.    3. Rights of Others. I understand that the Company is  now and may hereafter be subject to non-disclosure or  confidentiality agreements with third persons which require  the Company to protect or refrain from use of proprietary  information. I agree to be bound by the terms of such  agreements in the event I have access to such proprietary  information.    4. Commitment to Company; Avoidance of Conflict  of Interest. While an employee of the Company, I will devote  my full-time efforts to the Compan s business and I ill not  engage in any other business activity that conflicts with my  duties to the Company. Notwithstanding the foregoing, I may  serve on other boards of directors, with the approval of the  Board of Directors of the Company, which approval shall not  unreasonably be withheld, or engage in religious, charitable or  other community activities as long as such services and  activities do not interfere with the performance of my duties to  the Company. I will advise the Board of Directors of the  Company at such time as any activity of either the Company  or another business presents me with a conflict of interest or  the appearance of a conflict of interest as an employee of the  Company. I will take whatever action is requested of me by  the Company to resolve any conflict or appearance of conflict  which it finds to exist.    5. Developments. I will make full and prompt  disclosure to the Company of all inventions, discoveries,  designs, developments, methods, modifications,  improvements, processes, algorithms, databases, computer  programs, formulae, techniques, trade secrets, graphics or  images, and audio or visual works and other works of  authorship (collecti el  De elopments ), hether or not  patentable or copyrightable, that are created, made, conceived  or reduced to practice by me (alone or jointly with others) or  under my direction during the period and within the scope of  my employment. I acknowledge that all work performed by  me is on a ork for hire  basis, and I hereby do assign and  transfer and, to the extent any such assignment cannot be  made at present, will assign and transfer, to the Company and  its successors and assigns all my right, title and interest in all  Developments that (a) relate to the business of the Company  or any of the products or services being researched, developed,  manufactured or sold by the Company or which may be used  with such products or services; or (b) result from tasks  assigned to me by the Company; or (c) result from the use of  premises or personal property (whether tangible or intangible)  o ned, leased or contracted for b  the Compan  ( Compan -  Related De elopments ), and all related patents, patent  applications, trademarks and trademark applications,  copyrights and copyright applications, and other intellectual  property rights in all countries and territories worldwide and  under an  international con entions ( Intellectual Propert   Rights ).    To preclude any possible uncertainty, I have set forth on  Exhibit A attached hereto a complete list of Developments that  I have, alone or jointly with others, conceived, developed or  reduced to practice prior to the commencement of my  employment with the Company that I consider to be my  property or the property of third parties and that I wish to have  excluded from the scope of this Agreement ( Prior  In entions ). If disclosure of an  such Prior In ention ould  cause me to violate any prior confidentiality agreement, I  understand that I am not to list such Prior Inventions in  Exhibit A but am only to disclose a cursory name for each  such invention, a listing of the party(ies) to whom it belongs  and the fact that full disclosure as to such inventions has not  been made for that reason. I have also listed on Exhibit A all  





 






2  ACTIVE/107434540.2  Exhibit 10.7    patents and patent applications in which I am named as an  inventor, other than those which have been assigned to the  Compan  ( Other Patent Rights ). If no such disclosure is  attached, I represent that there are no Prior Inventions or Other  Patent Rights. If, in the course of my employment with the  Company, I incorporate a Prior Invention into a Company  product, process or machine or other work done for the  Company, I hereby grant to the Company a nonexclusive,  royalty-free, paid-up, irrevocable, worldwide license (with the  full right to sublicense) to make, have made, modify, use, sell,  offer for sale and import such Prior Invention.  Notwithstanding the foregoing, I will not incorporate, or  permit to be incorporated, Prior Inventions in any Company-  Related Development without the Compan s prior ritten  consent.    This Agreement does not obligate me to assign to the  Company any Development which is developed entirely on  my own time and does not relate to the business efforts or  research and development efforts in which, during the period  of my employment, the Company actually is engaged or  reasonably would be engaged, and does not result from the use  of premises or equipment owned or leased by the Company.  However, I will also promptly disclose to the Company any  such Developments for the purpose of determining whether  they qualify for such exclusion. I understand that to the extent  this Agreement is required to be construed in accordance with  the laws of any state which precludes a requirement in an  employee agreement to assign certain classes of inventions  made by an employee, this paragraph 5 will be interpreted not  to apply to any invention which a court rules and/or the  Company agrees falls within such classes. I also hereby waive  all claims to any moral rights or other special rights which I  may have or accrue in any Company-Related Developments.    6. Documents and Other Materials. I will keep and  maintain adequate and current records of all Proprietary  Information and Company-Related Developments developed  by me during my employment, which records will be available  to and remain the sole property of the Company at all times.    All files, letters, notes, memoranda, reports, records, data,  sketches, drawings, notebooks, layouts, charts, quotations and  proposals, specification sheets, program listings, blueprints,  models, prototypes, or other written, photographic or other  tangible material containing Proprietary Information, whether  created by me or others, which come into my custody or  possession, are the exclusive property of the Company to be  used by me only in the performance of my duties for the  Company. Any property situated on the Compan s premises  and owned by the Company, including without limitation  computers, disks and other storage media, filing cabinets or  other work areas, is subject to inspection by the Company at  any time with or without notice. In the event of the  termination of my employment for any reason, I will deliver to  the Company all Company property and equipment in my  possession, custody or control, including all files, letters,  notes, memoranda, reports, records, data, sketches, drawings,  notebooks, layouts, charts, quotations and proposals,  specification sheets, program listings, blueprints, models,  prototypes, or other written, photographic or other tangible  material containing Proprietary Information, and other  materials of any nature pertaining to the Proprietary  Information of the Company and to my work, and will not  take or keep in my possession any of the foregoing or any  copies.    7. Enforcement of Intellectual Property Rights.  I  will cooperate fully with the Company, both during and after  my employment with the Company, with respect to the  procurement, maintenance and enforcement of Intellectual  Property Rights in Company-Related Developments. I will  sign, both during and after the term of this Agreement, all  papers, including without limitation copyright applications,  patent applications, declarations, oaths, assignments of priority  rights, and powers of attorney, which the Company may deem  necessary or desirable in order to protect its rights and  interests in any Company-Related Development. If the  Company is unable, after reasonable effort, to secure my  signature on any such papers, I hereby irrevocably designate  and appoint each officer of the Company as my agent and  attorney-in-fact to execute any such papers on my behalf, and  to take any and all actions as the Company may deem  necessary or desirable in order to protect its rights and  interests in any Company-Related Development.    8. Nonsolicitation and Noncompetition.    In order to protect the Compan s Proprietar  Information and  goodwill, during my employment and for a period of twelve  (12) months following the date of the cessation of my  emplo ment ith the Compan  (the Restricted Period ):    (a) I shall not, directly or indirectly, in any  manner, other than for the benefit of the Company, solicit or  transact any business with any of the customers of the  Company. For purposes of this Agreement, customers shall  include then current customers (i) for whom I performed  services or with whom I had contact during my employment  with the Company, or whose business I was soliciting or  attempting to solicit at the time of termination, and (ii) with  whom I did not have a business relationship prior to my  employment with the Company, or about whom I learned  confidential information during the course of my employment.    (b) I shall not, directly or indirectly, in any  manner, solicit, entice or attempt to persuade any employee or  consultant of the Company to leave the Company for any  reason or otherwise participate in or facilitate the hire, directly  or through another entity, of any person who is then employed  or engaged by the Company.    (c) I shall not, anywhere in the United States or in any  other country in which the Company does business, directly or  indirectly, accept employment with or render services to  (whether as owner, partner, shareholder, director, manager,  consultant, agent, employee, co-venturer or otherwise), any  person or entity that is a business competitor of the Company  in the areas of drugs that target the 5-HT2A receptor and  related (digital) tools and services, or has at any time during  my employment with the Company engaged or attempted to  engage in business competition with the Company in those  





 






2  ACTIVE/107434540.2  Exhibit 10.7    areas. For the avoidance of doubt, no provision of this  Agreement shall be interpreted to prohibit me from providing  legal services and advice to any other person or entity,  including a Competitive Business, in any capacity, if I am able  to provide such services consistent with my ethical  obligations, including my obligations with respect to the  confidentiality of client information and to the Company as a  former client.    9. Government Contracts. I acknowledge that the  Company may have from time to time agreements with other  persons or with the United States Government or its agencies  which impose obligations or restrictions on the Company  regarding inventions made during the course of work under  such agreements or regarding the confidential nature of such  work. I agree to comply with any such obligations or  restrictions upon the direction of the Company. In addition to  the rights assigned under paragraph 5, I also assign to the  Company (or any of its nominees) all rights which I have or  acquired in any Developments, full title to which is required to  be in the United States under any contract between the  Company and the United States or any of its agencies.    10. Prior Agreements. I hereby represent that, except as  I have fully disclosed previously in writing to the Company, 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 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. 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.    11. Remedies Upon Breach. I understand that the  restrictions contained in this Agreement are necessary for the  protection of the business and goodwill of the Company and I  consider them to be reasonable for such purpose. Any breach  of this Agreement is likely to cause the Company substantial  and irrevocable damage and therefore, in the event of such  breach, the Company, in addition to such other remedies  which may be available, will be entitled to seek specific  performance and other injunctive relief, without the posting of  a bond.    12. Use of Voice, Image and Likeness. I give the  Company permission to use any and all of my voice, image  and likeness, with or without using my name, in connection  with the products and/or services of the Company, for the  purposes of advertising and promoting such products and/or  services and/or the Company, and/or for other purposes  deemed appropriate by the Company in its reasonable  discretion, except to the extent expressly prohibited by law.  13. Publications and Public Statements. I will obtain  the Compan s ritten appro al before publishing or  submitting for publication any material that relates to my work  at the Company and/or incorporates any Proprietary  Information. To ensure that the Company delivers  a  consistent message about its products, services and operations  to the public, and further in recognition that even positive  statements may have a detrimental effect on the Company in  certain securities transactions and other contexts, any  statement about the Company which I create, publish or post  during my period of employment and for six (6) months  thereafter, on any media accessible by the public, including  but not limited to social media and networking services and  sites, electronic bulletin boards and Internet-based chat rooms,  must first be reviewed and approved by an officer of the  Company before it is released in the public domain.  Notwithstanding the foregoing, nothing herein shall prohibit  me from, and I ill not require the Compan s consent for,  communicating the type of information typically included on a  resume, orally, in writing, or on LinkedIn, provided any such  content does not include Proprietary Information.    14. No Employment Obligation. I understand that this  Agreement does not create an obligation on the Company or  any other person to continue my employment. I acknowledge  that, unless otherwise agreed in a formal written employment  agreement signed on behalf of the Company by an authorized  officer, my employment with the Company is at will and  therefore may be terminated by the Company or me at any  time and for any reason, with or without cause.    15. Survival and Assignment by the Company. I  understand that my obligations under this Agreement will  continue in accordance with its express terms regardless of  any changes in my title, position, duties, salary, compensation  or benefits or other terms and conditions of employment. I  further understand that my obligations under this Agreement  will continue following the termination of my employment  regardless of the manner of such termination and will be  binding upon my heirs, executors and administrators. The  Company will have the right to assign this Agreement to its  affiliates, successors and assigns. I expressly consent to be  bound by the provisions of this Agreement for the benefit of  the Company or any parent, subsidiary or affiliate to whose  employ I may be transferred without the necessity that this  Agreement be resigned at the time of such transfer.    Post-Employment Notifications. For twelve (12) months  following termination of my employment, I will notify the  Company of any change in my address and of each subsequent  employment or business activity, including the name and  address of my employer or other post-Company employment  plans and the nature of my activities.    16. Disclosure to Future Employers. I will provide a  copy of this Agreement to any prospective employer, partner  or coventurer prior to entering into an employment,  partnership or other business relationship with such person or  entity.  





 






2  ACTIVE/107434540.2  Exhibit 10.7    17. Severability. In case any provisions (or portions  thereof) contained in this Agreement shall, for any reason, be  held invalid, illegal or unenforceable in any respect, such  invalidity, illegality or unenforceability shall not affect the  other provisions of this Agreement, and this Agreement shall  be construed as if such invalid, illegal or unenforceable  provision had never been contained herein. If, moreover, any  one or more of the provisions contained in this Agreement  shall for any reason be held to be excessively broad as to  duration, geographical scope, activity or subject, it shall be  construed by limiting and reducing it, so as to be enforceable  to the extent compatible with the applicable law as it shall then  appear.    18. Interpretation. This Agreement will be deemed to  be made and entered into in the State of New York, and will in  all respects be interpreted, enforced and governed under the  laws of the State of New York. I hereby agree to consent to  personal jurisdiction of the state and federal courts situated  within New York for purposes of enforcing this Agreement,  and waive any objection that I might have to personal  jurisdiction or venue in those courts.    19. Defend Trade Secrets Act. I understand that  pursuant to the federal Defend Trade Secrets Act of 2016, I  shall not be held criminally or civilly liable under any federal  or state trade secret law for the disclosure of a trade secret that  (a) is made (i) in confidence to a federal, state, or local  government official, either directly or indirectly, or to an  attorney; and (ii) solely for the purpose of reporting or  investigating a suspected violation of law; or (b) is made in a  complaint or other document filed in a lawsuit or other  proceeding, if such filing is made under seal.    20. Other Agreements and Obligations. This  Agreement constitutes the entire agreement between me and  the Company regarding the subject matter hereof, and  supersedes any previous agreements or understandings that I  had or may have had between me and the  Company   regarding the subject matter, except any other obligations  specifically preserved in this Agreement.        [End of Text]  





 






ACTIVE/107434540.2  Exhibit 10.7        IN WITNESS WHEREOF, the undersigned has executed this agreement as a sealed instrument as of the date set forth below.      Signed:        Type or print name:     Nathan Poulsen   Date:  3/1/21     Compass Pathways, Inc.      Signed:        Type or print name and job title: George J Goldsmith, CEO & Co-Founder  Date: _2 March 2021    





 






ACTIVE/107434540.2  Exhibit 10.7    EXHIBIT A        To: Compass Pathways, Inc.  From: Nathan Poulsen  Date:        SUBJECT: Prior Inventions    The following is a complete list of all inventions or improvements relevant to the subject matter of my employment by the  Company that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by  the Company:    b No inventions or improvements    b See below:                b Additional sheets attached    The following is a list of all patents and patent applications in which I have been named as an inventor:    b None    b See below: