Exhibit 10.43


 


 


DATED [ · ]
2008


 


DEED
OF CONFIDENTIALITY


 


 


PHARMATHENE
UK LIMITED


(1)


 


and


 


[INSERT EMPLOYEE’S NAME]


(2)


 

















 


THIS
DEED is made the [ · ] day of [ · ] 2008


 


BETWEEN:


 


	
  (1)

  	
  PHARMATHENE
  UK LIMITED (No. 06534363) (the “Company”);
  and

  
	
   

  	
   

  
	
  (2)

  	
  [INSERT
  EMPLOYEE’S NAME] of [ · ] (the “Employee”).

  



 


IT
IS HEREBY AGREED as follows:


 


	
  1.

  	
  CONFIDENTIAL INFORMATION

  
	
   

  	
   

  
	
  1.1

  	
  During
  the Appointment the Employee will inevitably receive highly confidential
  information. The Employee shall not either during his Appointment (other than
  in the proper course of his duties and for the benefit of the Company) or
  after his employment has ended for any reason whatsoever:

  
	
   

  	
   

  
	
  1.1.1

  	
  use,
  disclose or communicate to any person any Confidential Information which the
  Employee shall have come to know or have received or obtained at any time
  (before or after the date of this Agreement) by reason of or in connection
  with the Employee’s service with the Company; or

  
	
   

  	
   

  
	
  1.1.2

  	
  copy or
  reproduce in any form or by or on any media or device or allow others access
  to or to copy or reproduce recorded information whether or not in documentary
  form (“Documents”) containing or referring
  to Confidential Information.

  
	
   

  	
   

  
	
  1.2

  	
  All
  Documents containing or referring to Confidential Information at any time in
  the Employee’s control or possession are and shall at all times remain the
  absolute property of the Company or its clients, and the Employee undertakes,
  both during his employment and afterwards:

  
	
   

  	
   

  
	
  1.2.1

  	
  to exercise
  due care and diligence to avoid any unauthorised publication, disclosure or
  use of Confidential Information and any Documents containing or referring to
  it;

  
	
   

  	
   

  
	
  1.2.2

  	
  to deliver
  up any Confidential Information (including all copies of all Documents
  whether or not lawfully made or obtained) or to delete Confidential
  Information from any re-useable medium; and

  
	
   

  	
   

  
	
  1.2.3

  	
  to do such
  things and sign such documents at the expense of the Company as shall be
  reasonably necessary to give effect to this Clause and/or to provide evidence
  that it has been complied with.

  
	
   

  	
   

  
	
  1.3

  	
  The
  restrictions in Clause 1.1 will not apply to Confidential Information which
  is or which comes into the public domain otherwise than as a result of an
  unauthorised disclosure by the Employee or any other person who owes the
  Company an obligation of confidentiality in relation to the information
  disclosed or which may be required to be disclosed to the extent required by
  law or any competent regulatory authority.

  



 

















 


	
  1.4

  	
  The
  Employee agrees that the restrictions set out in this Clause 1 are without
  prejudice to any other duties of confidentiality owed to the Company whether
  express or implied and are to survive the termination of the Employee’s
  employment.

  
	
   

  	
   

  
	
  1.5

  	
  For
  the purposes of this Clause 1, “Confidential Information”
  means information which may be imparted in confidence or be of a confidential
  nature relating to the business or prospective business or internal affairs
  of the Company, and in particular all information relating to the
  performance, structure, operation, provision and marketing or sales of any
  past, present or future product or services of the Company (including lists
  of clients and potential clients, suppliers, names and addresses of marketing
  contacts, service and product information including details of any formats,
  programs, concepts or ideas, creations, outlines, treatments, processes,
  data, programs, computer models, network information, software or other
  systems utilised by the Business), know-how, trade secrets, unpublished
  information relating to the intellectual property of the Company and any
  other commercial, financial or technical information relating to the Business
  or to any other client or supplier, officer or employee of the Business.

  
	
   

  	
   

  
	
  1.6

  	
  Nothing
  in this Clause 1 will prevent the Employee from making a protected disclosure
  under the Public Interest Disclosure Act 1998.

  
	
   

  	
   

  
	
  2.

  	
  INVENTIONS AND IMPROVEMENTS

  
	
   

  	
   

  
	
  2.1

  	
  The
  Employee agrees that he has a special obligation to further the interests of
  the Company and its Associated Companies with respect to any Inventions
  created or discovered by him in the course of his employment with the
  Company.

  
	
   

  	
   

  
	
  2.2

  	
  If
  the Employee creates or discovers or participates in the creation or
  discovery of any Inventions during his employment with the Company or any
  Associated Company, the Employee shall promptly give to the Secretary of the
  Company full details of such Inventions and, if such Inventions relate to or
  are capable of being used in the business for the time being carried on by
  the Company or any Associated Company, such Inventions shall be the absolute
  property of the Company or the relevant Associated Company and the Employee
  shall forthwith and from time to time both during his employment and
  thereafter at the request and expense of the Company or the relevant
  Associated Company:

  
	
   

  	
   

  
	
  2.2.1

  	
  give and
  supply all such information, data, drawings and assistance as may be
  necessary to enable the Company or the relevant Associated Company to exploit
  such Inventions to the best advantage; and

  
	
   

  	
   

  
	
  2.2.2

  	
  execute all
  documents and do all things which may be necessary or desirable for obtaining
  patent or other protection for the Inventions in such parts of the world as
  may be specified by the Company and for vesting the same in the Company or
  the relevant Associated Company or as it may direct.

  
	
   

  	
   

  
	
  2.3

  	
  The
  Employee irrevocably appoints the Company to be his attorney in his name and
  on his behalf to sign, execute or do any such instrument or thing and
  generally to use his name for the purpose of giving to the Company or the
  relevant Associated Company (or its nominee) the full benefit of the
  provisions of this Clause and in favour of any third party a certificate in
  writing signed by any

  



 

















 


	
   

  	
  Director or
  the Company Secretary of the Company that any instrument or act falls within
  the authority conferred by this Clause shall be conclusive evidence that such
  is the case.

  
	
   

  	
   

  
	
  2.4

  	
  If
  the Employee creates or discovers or participates in the creation or
  discovery of any Inventions during his employment under this Agreement which
  do not relate to or are not capable of being used in the business for the
  time being carried on by the Company or any Associated Company, the Company
  shall subject only to the provisions of the Patents Act 1977 have the right
  to acquire for itself or its nominee the Employee’s rights in the Inventions
  within three months after disclosure pursuant to Clause 2.2 on fair and
  reasonable terms to be agreed or settled by a single arbitrator as appointed
  by the Company.

  
	
   

  	
   

  
	
  2.5

  	
  The
  Employee waives all of his Moral Rights as defined in the Copyright Designs
  and Patents Act 1988 in respect of any acts of the Company or any Associated
  Company or any acts of third parties done with the Company’s authority in
  relation to the Inventions which are the property of the Company or any
  Associated Company by virtue of Clause 2.2 hereof.

  
	
   

  	
   

  
	
  2.6

  	
  Rights
  and obligations under this Clause shall continue in force after the
  termination of this Agreement in respect of Inventions made or discovered
  during the Employee’s employment under this Agreement and shall be binding
  upon his representatives.

  
	
   

  	
   

  
	
  2.7

  	
  In
  this Clause “Inventions” includes letters patent, trade marks, service marks,
  designs, utility models, copyrights, design rights, applications for
  registration or any of the foregoing and the right to apply for them in any
  part of the world, moral rights, inventions, improvements to procedures,
  confidential information, know-how and rights of like nature arising or
  subsisting anywhere in the world, in relation to all of the foregoing,
  whether registered or unregistered.

  
	
   

  	
   

  
	
  3.

  	
  GOVERNING LAW

  
	
   

  	
   

  
	
   

  	
  The terms of
  this Deed are governed by laws of England and the parties hereto submit to
  the non-exclusive jurisdiction of the English Courts. The Company may however
  enforce the Deed in any other courts of competent jurisdiction.

  
	
   

  	
   

  
	
  4.

  	
  INTERPRETATION

  
	
   

  	
   

  
	
   

  	
  In this Deed
  the following words and expressions shall have the following meanings:

  



 


	
  “Associated
  Company”

  	
   

  	
  a
  company which is from time to time a subsidiary or a holding company of the
  Company or a subsidiary (other than the Company) of a holding company of the
  Company;

  
	
   

  	
   

  	
   

  
	
  “subsidiary”
  and “holding company”

  	
   

  	
  the
  meanings respectively ascribed thereto by section 736 of the Companies Act
  1985.

  



 

















 


	
  EXECUTED as a Deed for and on
  behalf of

  	
  )

  
	
   

  	
   

  
	
  PHARMATHENE UK LIMITED by

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Director / Company Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED as a Deed by

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  [EMPLOYEE’S NAME]

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  In the presence of:

  	
  )

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Witness’ name

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Witness’ address

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Witness’ occupation

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date