Exhibit 10.31


 


Form of


Confidentiality and Non-Solicitation
Agreement


 


This Confidentiality and Non-Solicitation
Agreement is made effective for all purposes and in all respects as of the date
of the undersigned employee’s or consultant’s first day of employment with or
service as a consultant to the Company.


 


In consideration for the agreement of
PharmAthene, Inc., a Delaware corporation, its subsidiaries, affiliates,
successors or assigns (together the “Company”) to employ me or to continue to
employ me, as the case may be, as an employee or consultant and my receipt of
the compensation now and hereafter paid to me by the Company, I agree as
follows:


 


1.             Definition
of Confidential Information. I acknowledge that I may be furnished or have
access to confidential, proprietary or trade secret information relating to the
Company’s past, present or future (i) products, processes, formulas,
patterns, compositions, compounds, projects, specifications, know how, research
data, clinical data, personnel data, compilations, programs, devices, methods,
techniques, inventions, software, and improvements thereto; (ii) research
and development activities; (iii) designs and technical data; (iv) marketing
or business development activities, including without limitation prospective or
actual bids or proposals, pricing information and financial information; (v) customers
or suppliers; or (vi) other administrative, management, planning,
financial, marketing, purchasing or manufacturing activities.  All of this type of information, whether it
belongs to the Company or was provided to the Company by a third party with the
understanding that it be kept confidential, and any documents, diskettes or
other storage media, or other materials or items containing this type of
information, are proprietary and confidential to the Company (“Confidential
Information”).


 


2.             Obligations.  I agree to preserve and protect the
confidentiality of Confidential Information both during and after my employment
with or by the Company.  In addition, I
agree not to, at any time during the term of this Agreement or thereafter, (i) disclose
or disseminate Confidential Information to any third party, including without
limitation employees or consultants of the Company without a legitimate
business need to know; (ii) remove Confidential Information from the
Company’s premises or make copies of Confidential Information, except as
required to perform my job; or (iii) use Confidential Information for my
own benefit or for the benefit of any third party. I also agree to take all
actions necessary to avoid unauthorized disclosure and otherwise to maintain
the confidential or proprietary nature of such Confidential Information. If I
am not certain whether or not information is confidential, I will treat that
information as Confidential Information until I have verification from the
Company’s Chief Financial Officer that the information is not Confidential
Information.


 


3.             Exceptions.  The Company agrees that the obligations in Section 2
do not apply to any information that I can establish (i) has become
publicly known without a breach of this Agreement by me or a third party’s
breach of an agreement to maintain the confidentiality of the information; or (ii) was
developed by me prior to the date this Agreement is signed, and prior to the
date any earlier Confidentiality Agreement of the Company was signed, if the
date of development can be established by documentary evidence.


 


Page 1 of 6

















 


4.             Former Employer
Information.  I agree that I will
not, during my employment with or by the Company, improperly use or disclose
any proprietary information or trade secrets of any former or current employer
or any other person or entity and that I will not bring onto the premises of
the Company any unpublished document or proprietary information belonging to
any such employer, person or entity unless consented to in writing by such
employer, person or entity.


 


5.             Inventions and
Works Retained and Licensed.  I have
attached hereto, as Exhibit A, a list describing all inventions, original
works of authorship, developments, improvements, and trade secrets which were
made by me prior to my employment with or by the Company (collectively referred
to as “Prior Works or Inventions”), which belong to me, which relate to the Company’s
business, products, or research and development, and which are not assigned to
the Company hereunder, or, if no such list is attached, I represent that there
are no such Prior Works or Inventions. 
If, in the course of my employment with or by the Company, I incorporate
into a Company product, process or machine a Prior Work or Invention owned by
me or in which I have an interest, the Company is hereby granted and shall have
a nonexclusive, royalty-free, assignable, irrevocable, perpetual, worldwide
license to make, have made, modify, use and sell such Prior Work or Invention
as part of or in connection with such product, process or machine.


 


6.             Ownership of
Works.  I agree that the Company owns
all right, title and interest, including without limitation all trade secrets,
patents and copyrights, in the following works that I create, make, conceive or
reduce to practice, solely or jointly: (i) works that are created using
the Company’s facilities, supplies, information, trade secrets or time; (ii) works
that relate directly or indirectly to or arise out of the actual or proposed
business of the Company, including, without limitation the research and
development activities of the Company; (iii) works that relate directly or
indirectly to or arise out of any task assigned to me or work I perform for the
Company or (iv) works that are based on Confidential Information
(collectively “Works”).  Because these
Works will inevitably be based upon or somehow involve the Company’s business,
products, services or methodologies, I agree that the Works will belong to the
Company even if I create, make, conceive or reduce them to practice on my own
time, using my own equipment, on the Company’s premises or elsewhere or after
termination of my employment with or by the Company.  The Works belonging to the Company, include,
without limitation program code and documentation.  I will promptly provide full written disclosure
to an officer of the Company of any Works I create, make, conceive or reduce to
practice, solely or jointly.  To the
extent that the Works do not qualify as works made for hire under U.S.
copyright law, I irrevocably assign to the Company the ownership of, and all
rights of copyright in, the Works.  The
Company will have the right to hold in its own name all rights in the Works,
including without limitation all rights of copyright, trade secrets and
trademark.  I also waive all claims to
moral rights in any Works.  I acknowledge
and agree that any and all patents, patent applications or other intellectual
property rights relating to the Works are to be the exclusive property of the
Company.


 


7.             Ownership of
Inventions.  (a) I irrevocably
assign to the Company my entire right, title and interest in any invention,
modification, design, program code, software, documentation, formula, data,
know how, technique, process, method, device, discovery improvement,
developments, or works of authorship and all related patents, patent
applications,


 


Page 2 of 6

















 


copyrights and copyright applications whether
patentable or not, created, made, conceived or reduced to practice, solely or
jointly by me whether or not during normal working hours or on my own time,
using my own equipment, on the premises of the Company or elsewhere, or after
termination of my employment with or by the Company that (i) is created
using the Company’s facilities, supplies, information, trade secrets or time; (ii) relates
directly or indirectly to or arises out of the actual or proposed business,
including without limitation the research and development activities, of the
Company; (iii) relates directly or indirectly to or arises out of any task
assigned to me or work I perform for the Company or (iv) is based on
Confidential Information (collectively “Inventions”).  I will promptly make full written disclosure
to an officer of the Company of any Inventions I create, make, conceive or
reduce to practice, solely or jointly.  I
also waive all claims to moral rights in any Inventions.  I acknowledge and agree that any and all
patents, patent applications or other intellectual property rights relating to
the Inventions are the exclusive property of the Company.


 


(b)           I agree to cooperate
fully with the Company, both during and after my employment with or by the
Company, with respect to the procurement, maintenance and enforcement of
copyrights, patents and other intellectual property rights (both in the United
States and foreign countries) relating to Works and/or Inventions.  I agree to execute and deliver all papers,
including, without limitation, copyright applications, patent applications,
declarations, oaths, formal assignments, assignments of priority rights, and
powers of attorney, which the Company may deem necessary or desirable to
protect its rights and interests in any Works and/or Inventions.  I further agree that if the Company is
unable, after reasonable effort, to secure my signature on any such papers, any
executive officer of the Company shall be entitled to execute any such papers
as my agent and attorney-in-fact, and I hereby irrevocably designate and
appoint each executive 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 to protect its rights and interests in
any Works and/or Inventions, under the conditions described in this sentence.


 


8.             Maintenance of
Records.  I agree to keep and
maintain adequate and current written records of all Works and Inventions made
by me (solely or jointly with others) during the term of my employment with or
by the Company.  The records will be in
the form of notes, sketches, drawings, and any other format that may be specified
by the Company.  The records will be
available to and remain the sole property of the Company at all times.


 


9.             Return of
Confidential Information.  I agree to
return to the Company all Confidential Information in my possession, custody or
control immediately upon my termination from the Company, or earlier if the
Company requests.


 


10.          Notification of
New Employer.  In the event I leave
the employ of the Company or cease to serve as a consultant to the Company, I
hereby grant consent to notification by the Company to my new employer about my
rights and obligations under this Agreement.


 


11.          Noncompetition;
Nonsolicitation of Employees.  I
acknowledge and agree that:


 


Page 3 of 6

















 


(i)            The Company is
engaged in a unique and specialized industry, and faces competition on a
worldwide basis.  I, through my
association with the Company as an employee or consultant, will acquire a
considerable amount of knowledge and goodwill with respect to the business of
the Company, which knowledge and goodwill are extremely valuable to the Company
and which would be extremely detrimental to the Company if used by me to
compete with the Company.  It is,
therefore, understood and agreed by the parties hereto that, because of the
nature of the business of the Company, it is necessary to afford fair
protection to the Company from such competition by Participant.  Consequently, while I am employed with or by
the Company and for a period of one (l) year after termination of such
employment (for any reason whatsoever, whether voluntary or involuntarily), I
agree that I will not, whether alone or as a partner, officer, director,
consultant, agent, employee or stockholder of any company or their commercial
enterprise, directly or indirectly engage in any business or other activity
anywhere in the world which is competitive with or render services to any firm
or business organization which competes with the Company in business of
research, discovery and/or development of human therapeutics and vaccines for
infectious diseases or bio chemical defense related products that are being
actively researched, discovered or developed by the Company at the time of
termination of such employment.  The
foregoing prohibition shall not prevent my employment or engagement after
termination if such employment or engagement, in any capacity, does not involve
work or matters related to the business of research, discovery and/or
development of human therapeutics and vaccines for infectious diseases or bio
chemical defense related products that are being actively researched,
discovered or developed by the Company at the time of termination of my
employment.  I shall be permitted to own
securities of a public company not in excess of five (5%) of any class of such
securities and to own stock partnership interests or other securities of any
entity not in excess of five (5%) of any class of such securities and such
ownership shall not be considered to be competition with the Company; and


 


(ii)           during and for one (1) year
after termination of my employment or engagement for any reason I shall not,
directly or indirectly solicit, recruit or hire any employee of the Company to
work for a third party other than the Company or engage in any activity that
would cause any employee to violate any agreement with the Company.


 


12.          Representations
and Warranties.  I represent and
warrant that (i) I am able to perform the duties of my position and that
my ability to work for the Company is not limited or restricted by any
agreements or understandings between me and other persons or companies; (ii) I
will not disclose to the Company, its employees, consultants, clients, teaming
partners or suppliers, or induce any of them to use or disclose, any
confidential information or material belonging to others, except with the written
permission of the owner of the information or material; and (iii) any
information, material or product I create or develop for, or any advice I
provide to, the Company, its employees, consultants, clients, teaming partners
or suppliers, will not rely or be based on confidential information or trade
secrets I obtained or derived from a source other than the Company.  I agree to indemnify and hold the Company
harmless from damages, claims, costs and expenses based on or arising from the
breach of any agreement or understanding between me and another person or
company or from my use or disclosure of any confidential information or trade
secrets I obtained from sources other than the Company.


 


13.          Damages and
Injunctive Relief.  I acknowledge and
agree that:


 


Page 4 of 6

















 


(i)            My obligations
under this Agreement have a unique and substantial value to the Company and I
remain obligated even if I voluntarily or involuntarily leave the Company’s
employment.  I understand that if I
violate this Agreement during or after my employment or engagement, the Company
may be able to recover monetary damages from me and/or the other relief
described below.


 


(ii)           A violation or even a threatened
violation of this Agreement is likely to result in irreparable harm to the
Company and monetary damages alone would not completely compensate the Company
for the harm.  Accordingly, the Company
may obtain an injunction prohibiting me from violating this Agreement, an order
requiring me to render specific performance of the Agreement, and/or other
appropriate equitable remedies.


 


(iii)          If a court determines that I have
breached or attempted or threatened to breach this Agreement, I consent to the
granting of an injunction restraining me from further breaches or attempted or
threatened breaches of this Agreement, compelling me to comply with this
Agreement, and/or prescribing other equitable remedies.


 


14.          At Will Employment.  I understand that this Agreement does not
create an obligation on the Company or any other person or entity to continue
my employment.  I acknowledge that I am
employed by the Company on an at will basis and that either the Company or I
may terminate my employment at any time and for any reason.  While no verbal or other commitments have
been made to or by me to suggest other than at will employment, I specifically
acknowledge that this supersedes any prior representation or agreement to the
contrary and that the at will nature of my employment may not be amended, modified
or waived except by a fully executed written agreement with the Company.


 


15.          Miscellaneous
Provisions.


 


(i)            No failure to act
by the Company will waive any right contained in this Agreement.  Any waiver by the Company must be in writing
and signed by an officer of the Company to be effective.


 


(ii)           The provisions of
this Agreement are applicable to Confidential Information, Works and Inventions
disclosed, created, developed or proprietary before or after I sign this
Agreement.


 


(iii)          This Agreement is
to be construed according to its fair meaning and not strictly for or against
either party.


 


(iv)          This Agreement will
be governed by the law of the State of Delaware without regard to its conflicts
of laws provisions.  Suit to enforce any
provision of this Agreement or to obtain any remedy with respect hereto may be
brought in a court of the State of Maryland and for this purpose I expressly
consent to the jurisdiction of said courts.


 


Page 5 of 6

















 


(v)           If any provision of
this Agreement conflicts with the law of the State of Delaware or if any
provision is held invalid by a court with jurisdiction over the parties to this
Agreement, the provision will be deemed to be restated to reflect as nearly as
possible the parties’ original intentions in accordance with applicable law,
and the remainder of the Agreement will remain in full force and effect.  If it is not possible to restate the
provision in a legal and valid manner, then the provision will be deemed not to
be a part of the Agreement and the remaining provisions will remain in full
force and effect.


 


(vi)          This document
constitutes the entire agreement between the Company and me concerning the
matters addressed in this Agreement and it supersedes any prior agreement
concerning those matters.  This Agreement
may not be changed in any respect except by a written agreement signed by both
parties.  Any subsequent change or
changes in my duties, salary or compensation will not affect the validity or
scope of this Agreement.


 


(vii)         All remedies
provided in this Agreement are cumulative and in addition to all other remedies
which may be available at law or in equity. 
Any headings set forth in this Agreement are strictly for convenience of
reference, and shall not be used in construing or interpreting any provision of
this Agreement.  This Agreement maybe
assigned by the Company without my consent.


 


 


	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  
	
  PHARMATHENE, INC.

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


Page 6 of 6