exv10w29



 





Exhibit 10.29




CONFIDENTIALITY AGREEMENT




     THIS CONFIDENTIALITY AGREEMENT (this “Agreement”) is executed and made effective as of the ___
day of ___, 2006 by and between by and between TomoTherapy Incorporated, a Wisconsin
corporation (the “Company”), and the undersigned employee (“Employee”).



RECITALS




     The Company is engaged in the highly-competitive business of developing and selling products
and services that deliver and/or support the imaging, planning, delivery, or verification of
radiation therapy and/or radiation surgery to patients with cancer and other diseases treated with
radiation therapy and/or radiation surgery. Employee desires to be employed by or continued to be
employed by the Company, and acknowledges he or she will have access to certain knowledge and
information developed by and for the Company at great expense and that is kept and protected as
confidential and that is essential for carrying out the Company’s business in a highly
competitive market.



     Employment with the Company is contingent upon Employee’s execution of this Agreement. In
consideration for being offered employment or continued employment with the Company, and/or for
other consideration, such as stock options, salary increases or the like, Employee accepts this
Agreement.



     In consideration of the recitals and agreements set forth herein, Employee and Company agree
that:



     1. Nondisclosure of Confidential Information. Except as required in the conduct of
the Company’s business or as expressly authorized in advance and in writing on behalf of the
Company, Employee shall not use or disclose, directly or indirectly, any Confidential Information
during such time that Employee is employed by the Company (the “Period of Employment”). In
addition, for a period of two (2) years following the Period of Employment, Employee shall not use
or disclose, directly or indirectly, any Confidential Information within the geographical area in
which such use or disclosure could harm the Company’s existing or potential business interests.
This prohibition does not apply to Confidential Information after it has become generally known in
the industry in which the Company conducts its business.



     2. Nondisclosure of Trade Secrets. During the Period of Employment, Employee shall do
what is reasonably necessary to prevent unauthorized misappropriation or disclosure and threatened
misappropriation or disclosure of the Company’s Trade Secrets and, after the Period of Employment,
Employee shall not use or disclose the Company’s Trade Secrets as long as they remain, without
misappropriation, Trade Secrets.



     3. General Know-How. Nothing in this Agreement shall be deemed to prevent Employee’s
post-employment use of Employee’s general knowledge and skills acquired or enhanced during the
Period of Employment or to prohibit Employee from seeking other employment after the
Period of Employment, so long as such use or employment does not violate the provisions of this
Agreement.



     4. Delivery of Materials to Company. Immediately upon termination of Employee’s
employment, Employee shall deliver to the Company all written, recorded, and graphical material,
documents, hardware, software and items relating to the business of the Company (and copies
thereof) (other than owned by Employee) in Employee’s possession or under Employee’s control
regardless of whether such materials, documents and items contained Confidential Information.



     5. Representations and Warranties. Employee represents and warrants (i) that Employee
has no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with
Employee’s undertaking of a relationship with the Company, and (ii) that Employee has not entered
into and will not enter into any agreement (whether oral or written) in conflict with this
Agreement. Employee’s representations, warranties, and obligations contained in this Agreement
shall survive after the Period of Employment.



     6. Change in Employment Status. The covenants of this Agreement shall remain in force
in the event that Employee’s employment status changes within the Company or changes from
being employed by the Company to being employed by an existing or future subsidiary or
affiliate of the Company. In the event of a change to such subsidiary and affiliate then the
subsidiary or affiliate shall have the same rights and the same protections, without further
documentation or agreement, as enjoyed by the company under this Agreement.



 









 




     7. Injunctive Relief; Breach. Employee acknowledges that failure to carry out any
obligation under this Agreement, or a breach of any provision herein, will constitute immediate and
irreparable damage to the Company, which cannot be fully and adequately compensated in money
damages and which will warrant preliminary and other injunctive relief, an order for specific
performance, and other equitable relief. Such remedy, however, shall be cumulative and
nonexclusive and shall be in addition to any other remedy to which the parties may be entitled.



     8. Assignment. Neither this Agreement nor any rights or duties of Employee hereunder
shall be assignable by Employee, and any such purported assignment shall be void. The Company may
assign all or any of its rights hereunder by providing notice to Employee.



     9. Entire Agreement; Amendment. This Agreement constitutes the complete understanding
between Employee and the Company on this subject and may not be modified or amended,
except by writing and executed by a duly authorized representative of the Company and by Employee.
This Agreement is intended to be the final, complete, and exclusive statement of the terms of the
parties’ agreements regarding these subjects and supersedes all other prior and contemporaneous
agreements and statements on these subjects.



     10. Waiver of Breach. The waiver by either party of the breach of any provision of
this Agreement shall not operate or be construed as a waiver of any subsequent breach by either
party. Any waiver by either party must be in writing and signed by a representative who has the
authority to bind such party.



     11. Invalidity of any Provision. The provisions of this Agreement are severable, it
being the intention of the parties hereto that should any provision hereof be invalid or
unenforceable, such invalidity or unenforceability of any provisions shall not effect the remaining
provisions hereof, but the same shall remain in full force and effect as if such invalid or
unenforceable provision or provisions were omitted.



     12. Governing Law; Construction. This Agreement shall be governed by the internal
laws of the State of Wisconsin and construed without regard to any rules of construction concerning
the draftsman hereof. The parties irrevocably consent to the sole and exclusive jurisdiction and
venue in the appropriate state or federal court in Wisconsin.



     13. Notices. Any notice, request, consent or approval required or permitted to be
given under this Agreement or pursuant to law shall be sufficient if it is in writing, and if and
when it is hand delivered, faxed, or sent by regular mail, with postage prepaid, to Employee’s
residence (as noted in the Company’s records), or to the Company’s principal office, as the case
may be.



     14. Employee Acknowledgment. Employee acknowledges that Employee has read and
understands this Agreement, and that Employee has entered into it freely and voluntarily based on
Employee’s own judgment and not on any representations or promises other than those contained in
this Agreement.



     Therefore, the parties hereto have executed this Agreement as of the date first written above.


TomoTherapy Incorporated




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	Employee Signature
	Title:
	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	Employee (print name)






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APPENDIX A




Definitions



“Confidential Information” means information, to the extent it is not a Trade Secret, which is
possessed by or developed for the Company and which relates to the Company’s existing or potential
business or technology, which information is generally not known to the public and which
information the Company seeks to protect from disclosure to its existing or potential competitors
or others, including, without limitation, business plans, strategies, existing or proposed bids,
costs, technical developments, existing or proposed research projects, financial or business
projections, investments, marketing plans, negotiation strategies, training information and
materials, information generated for client engagements and information stored or developed for use
in or with computers. Confidential Information also includes information received by the Company
from others which the Company has an obligation to treat as confidential, including all information
obtained in connection with client engagements and partnering arrangements.



“Trade Secret” means all information possessed by or developed for the Company, including, without
limitation, a compilation, program, device, method, system, technique or process, to which all of
the following apply: (i) the information derives independent economic value, actual or potential,
from not being generally known to, and not being readily ascertainable by proper means by, other
persons who can obtain economic value from its disclosure or use and (ii) the information is the
subject of efforts to maintain secrecy that are reasonable under the circumstances.





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