EX-10.17



 Exhibit 10.17 
  

EMPLOYEE NONDISCLOSURE AND ASSIGNMENT AGREEMENT 

 

 This Agreement formalizes in writing certain understandings and procedures which have been in
effect since the time I was initially employed by Penumbra, Inc. (“Company”). 
 1. Duties. In return for the compensation
now and hereafter paid to me, I will perform such duties for Company as the Company may designate from time to time. During my employment with Company, I will devote my best efforts to the interests of Company, will not engage in other employment or
in any activities that Company determines to be detrimental to its best interests and will otherwise abide by all of Company’s policies and procedures. Furthermore, I will not (a) reveal, disclose or otherwise make available to any person
any Company password or key, whether or not the password or key is assigned to me or (b) obtain, possess or use in any manner a Company password or key that is not assigned to me. I will use my best efforts to prevent the unauthorized use of
any laptop or personal computer, peripheral device, software or related technical documentation that the Company issues to me, and I will not input, load or otherwise attempt any unauthorized use of software in any Company computer, whether or not
such computer is assigned to me. 
 2. “Proprietary Information” Definition. “Proprietary Information” includes
(a) any information that is confidential or proprietary, technical or non-technical information of Company, including for example and without limitation, information related to Innovations (as defined in Section 4 below), concepts,
techniques, processes, methods, systems, designs, computer programs, source documentation, trade secrets, formulas, development or experimental work, work in progress, forecasts, proposed and future products, marketing plans, business plans,
customers and suppliers and any other nonpublic information that has commercial value or (b) any information Company has received from others that Company is obligated to treat as confidential or proprietary, which may be made known to me by
Company, a third party or otherwise that I may learn during my employment with Company.



 3. Ownership and Nondisclosure of Proprietary Information. All Proprietary Information is
the sole property of Company, Company’s assigns, Company’s customers and Company’s suppliers, as applicable. Company, Company’s assigns, Company’s customers and Company’s suppliers, as applicable, are the sole and
exclusive owners of all patents, copyrights, mask works, trade secrets and other rights in and to the Proprietary Information. I will not disclose any Proprietary Information to anyone outside Company, and I will use and disclose Proprietary
Information to those inside Company only as may be necessary in the ordinary course of performing my duties as an employee of Company. If I have any questions as to whether information constitutes Proprietary Information, or to whom, if anyone,
inside Company, any Proprietary Information may be disclosed, I will consult with my manager at Company. 
 4. “Innovations”
Definition. In this Agreement, “Innovations” means all discoveries, designs, developments, improvements, inventions (whether or not protectable under patent laws), works of authorship, information fixed in any tangible medium of
expression (whether or not protectable under copyright laws), trade secrets, know-how, ideas (whether or not protectable under trade secret laws), mask works, trademarks, service marks, trade names and trade dress. 

5. Disclosure and License of Prior Innovations. I have listed on Exhibit A (“Prior Innovations”) attached hereto
all Innovations relating in any way to Company’s business or demonstrably anticipated research and development or business, which were conceived, reduced to practice, created, derived, developed, or made by me prior to my employment with
Company (collectively, the “Prior Innovations”). 

 


  
 1 









 
I represent that I have no rights in any such Company-related Innovations other than those Innovations listed in Exhibit A (“Prior Innovations”). If nothing is listed on
Exhibit A (“Prior Innovations”), I represent that there are no Prior Innovations at the time of signing this Agreement. I hereby grant to Company and Company’s designees a royalty-free, irrevocable, worldwide, fully
paid-up license (with rights to sublicense through multiple tiers of sublicensees) to practice all patent, copyright, moral right, mask work, trade secret and other intellectual property rights relating to any Prior Innovations that I incorporate,
or permit to be incorporated, in any Innovations that I, solely or jointly with others, conceive, develop or reduce to practice during my employment with Company (the “Company Innovations”). Notwithstanding the foregoing, I will not
incorporate, or permit to be incorporated, any Prior Innovations in any Company Innovations without Company’s prior written consent. 

6. Disclosure and Assignment of Company Innovations. I will promptly disclose and describe to Company all Company Innovations. I hereby
do and will assign to Company or Company’s designee all my right, title, and interest in and to any and all Company Innovations. To the extent any of the rights, title and interest in and to Company Innovations cannot be assigned by me to
Company, I hereby grant to Company an exclusive, royalty-free, transferable, irrevocable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to practice such non-assignable rights, title and interest. To the extent
any of the rights, title and interest in and to Company Innovations can neither be assigned nor licensed by me to Company, I hereby irrevocably waive and agree never to assert such non-assignable and non-licensable rights, title and interest against
Company or any of Company’s successors in interest. This Section 6 shall not apply to any Innovations that (a) do not relate, at the time of conception, reduction to practice, creation, derivation, development or making of such
Innovation to Company’s business or actual or demonstrably anticipated research, development or business; and (b) were developed entirely on my own time; and




 
(c) were developed without use of any of Company’s equipment, supplies, facilities or trade secret information; and (d) did not result from any work I performed for Company. 

7. Future Innovations. I will disclose promptly in writing to Company all Innovations conceived, reduced to practice, created, derived,
developed, or made by me during the term of my employment and for three (3) months thereafter, whether or not I believe such Innovations are subject to this Agreement, to permit a determination by Company as to whether or not the Innovations
should be considered Company Innovations. Company will receive any such information in confidence. 
 8. Notice of Nonassignable
Innovations to Employees in California. This Agreement does not apply to an Innovation that qualifies fully as a nonassignable invention under the provisions of Section 2870 of the California Labor Code. I acknowledge that a condition for
an Innovation to qualify fully as a non-assignable invention under the provisions of Section 2870 of the California Labor Code is that the invention must be protected under patent laws. I have reviewed the notification in Exhibit B
(“Limited Exclusion Notification”) and agree that my signature acknowledges receipt of the notification. 
 9. Cooperation in
Perfecting Rights to Innovations. I agree to perform, during and after my employment, all acts that Company deems necessary or desirable to permit and assist Company, at its expense, in obtaining and enforcing the full benefits, enjoyment,
rights and title throughout the world in the Innovations as provided to Company under this Agreement. If Company is unable for any reason to secure my signature to any document required to file, prosecute, register or memorialize the assignment of
any rights or application or to enforce any right under any Innovations as provided under this Agreement, I hereby irrevocably designate and appoint Company and Company’s duly authorized officers and agents as my agents and attorneys-in-fact to act for and on my behalf and instead of me to take all lawfully permitted acts


 


  
 2 









 
to further the filing, prosecution, registration, memorialization of assignment, issuance, and enforcement of rights under such Innovations, all with the same legal force and effect as if
executed by me. The foregoing is deemed a power coupled with an interest and is irrevocable. 
 10. Return of Materials. At any time
upon Company’s request, and when my employment with Company is over, I will return all materials (including, without limitation, documents, drawings, papers, diskettes and tapes) containing or disclosing any Proprietary Information (including
all copies thereof), as well as any keys, pass cards, identification cards, computers, printers, pagers, personal digital assistants or similar items or devices that the Company has provided to me. I will provide Company with a written certification
of my compliance with my obligations under this Section. 
 11. No Violation of Rights of Third Parties. During my employment with
Company, I will not (a) breach any agreement to keep in confidence any confidential or proprietary information, knowledge or data acquired by me prior to my employment with Company or (b) disclose to Company, or use or induce Company to
use, any confidential or proprietary information or material belonging to any previous employer or any other third party. I am not currently a party, and will not become a party, to any other agreement that is in conflict, or will prevent me from
complying, with this Agreement. 
 12. Survival. This Agreement (a) shall survive my employment by Company; (b) does not in
any way restrict my right to resign or the right of Company to terminate my employment at any time, for any reason or for no reason; (c) inures to the benefit of successors and assigns of Company; and (d) is binding upon my heirs and legal
representatives. 
 13. No Solicitation. During my employment with Company and for one (1) year thereafter, I will not solicit,
encourage, or cause others to solicit or encourage any employees of Company to terminate their employment with Company.



 14. No Disparagement. During my employment with Company and after the termination
thereof, I will not disparage Company, its products, services, agents or employees. 
 15. Injunctive Relief. I agree that if I
violate this Agreement, Company will suffer irreparable and continuing damage for which money damages are insufficient, and Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be
proper (including money damages if appropriate). 
 16. Notices. Any notice required or permitted by this Agreement shall be in
writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when actually delivered; (b) by overnight courier, upon written verification of receipt; (c) by facsimile transmission, upon
acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notices to me shall be sent to any address in Company’s records or such other address as
I may provide in writing. Notices to Company shall be sent to Company’s Human Resources Department or to such other address as Company may specify in writing. 

17. Governing Law; Forum. This Agreement shall be governed by the laws of the United States of America and by the laws of the State of
California, as such laws are applied to agreements entered into and to be performed entirely within California between California residents. Company and I each irrevocably consent to the exclusive personal jurisdiction of the federal and state
courts located in California, as applicable, for any matter arising out of or relating to this Agreement, except that in actions seeking to enforce any order or any judgment of such federal or state courts located in California, such personal
jurisdiction shall be nonexclusive. 

 


  
 3 








 
 18. Severability. If a court of law holds any provision of this Agreement to be
illegal, invalid or unenforceable, (a) that provision shall be deemed amended to provide Company the maximum protection permitted by applicable law and (b) the legality, validity and enforceability of the remaining provisions of this
Agreement shall not be affected. 
 19. Waiver; Modification. If Company waives any term, provision or breach by me of this
Agreement, such waiver shall not be effective unless it is in writing and signed by




 
Company. No waiver shall constitute a waiver of any other or subsequent breach by me. This Agreement may be modified only if both Company and I consent in writing. 

20. Entire Agreement. This Agreement represents my entire understanding with Company with respect to the subject matter of this
Agreement and supersedes all previous understandings, written or oral. 

 

  
 I certify and acknowledge
that I have carefully read all of the provisions of this Agreement and that I understand and will fully and faithfully comply with such provisions. 
  

							
	“COMPANY”		EMPLOYEE:
		
	PENUMBRA, INC.		  

							
	By:		  
		By:		  

				
	Title		  
		Title		  

				
	Dated:		  
		Dated:		  



  
 4 








 Exhibit A 

PRIOR INNOVATIONS 
 Check one of the following:

  

	 ̈	NO SUCH PRIOR INNOVATIONS EXIST. 

 OR 

 

	 ̈	YES, SUCH PRIOR INNOVATIONS EXIST AS DESCRIBED BELOW (include basic description of each Prior Innovation): 








 Exhibit B 

LIMITED EXCLUSION NOTIFICATION TO EMPLOYEES IN CALIFORNIA 

THIS IS TO NOTIFY you in accordance with Section 2872 of the California Labor Code that the foregoing Agreement between you and Company
does not require you to assign or offer to assign to Company any invention that you developed entirely on your own time without using Company’s equipment, supplies, facilities or trade secret information except for those inventions that either:

 (1) Relate at the time of conception or reduction to practice of the invention to Company’s business, or actual or demonstrably
anticipated research or development of Company; or 
 (2) Result from any work performed by you for Company. 

To the extent a provision in the foregoing Agreement purports to require you to assign an invention otherwise excluded from the preceding
Section, the provision is against the public policy of California and is unenforceable. 
 This limited exclusion does not apply to any
patent or invention covered by a contract between Company and the United States or any of its agencies requiring full title to such patent or invention to be in the United States. 

I ACKNOWLEDGE RECEIPT of a copy of this notification. 
  

							
	PENUMBRA, INC.		By:		  

			
	By:		  
		  

					(Printed Name of Employee)
				
	Title		  
				
				
	Date:		  
		Date: