COPYRIGHTABLE, THAT
MEET BOTH OF THE FOLLOWING CRITERIA:
(A) SUCH CONCEPT IS PRIMARILY APPLICABLE IN THE GENERAL FIELD OF CARDIOVASCULAR
DEVICES AND/OR IN THE SPECIFIC FIELD OF CARDIAC ASSIST AND REPLACEMENT DEVICES;
AND
(B)
SUCH CONCEPT IS OR WAS MADE, CONCEIVED, CREATED, DEVELOPED, DISCOVERED, OR
INVENTED OR REDUCED TO PRACTICE, EITHER INDIVIDUALLY OR JOINTLY WITH OTHERS,
DURING MY TERM AS A SENIOR ADVISOR TO THE COMPANY UNDER THAT CERTAIN LETTER
AGREEMENT DATED AS OF OCTOBER 17, 2005 ("CONSULTING AGREEMENT") TO WHICH THIS
CONFIDENTIALITY AND NON-COMPETITION AGREEMENT IS AN APPENDIX OR DURING THE
PERIOD PRIOR THERETO IN WHICH I WAS AN EMPLOYEE OF THE COMPANY.
1.2
THE COMPANY SHALL HAVE THE SOLE AND EXCLUSIVE OWNERSHIP OF ALL
DEVELOPMENTS (IT BEING UNDERSTOOD THAT SUCH DEVELOPMENT MUST SATISFY THE
REQUIREMENTS SET FORTH IN SECTION 1.1(A) AND MUST ALSO SATISFY THE CRITERIA SET
FORTH IN SECTION 1.1(B)) AND THE SOLE RIGHT TO DETERMINE THE MANNER IN WHICH
THEY ARE USED. I AGREE TO EXECUTE AND DELIVER SUCH OTHER DOCUMENTS AND
INSTRUMENTS AS THE COMPANY MAY REASONABLY REQUEST TO EVIDENCE, PERFECT, AND
PROTECT ITS RIGHTS WITH RESPECT TO SUCH DEVELOPMENTS. I WILL ASSIST THE COMPANY
IN ANY REASONABLE MANNER WHICH IT MAY REQUEST TO OBTAIN AND ENFORCE FOR ITS OWN
BENEFIT AND PATENTS, COPYRIGHTS OR TRADEMARKS (BOTH IN THE UNITED STATES AND IN
FOREIGN COUNTRIES) PERTAINING TO THE DEVELOPMENTS.
1.3
THE AGREEMENT SET FORTH IN THIS SECTION 1.1 IS MADE UPON THE SOLE
CONSIDERATION OF MY CONTINUED SERVICE AS A SENIOR ADVISOR TO THE COMPANY. I
UNDERSTAND THAT I WILL NOT BE ENTITLED TO COMPENSATION OF ANY KIND ON ACCOUNT OF
ANY DEVELOPMENTS APART FROM OR IN ADDITION TO MY COMPENSATION AS DESCRIBED UNDER
THE CONSULTING AGREEMENT TO WHICH THIS AGREEMENT IS AN APPENDIX.
1.4
I UNDERSTAND THAT MY OBLIGATIONS UNDER SECTION 1.2 WILL CONTINUE AFTER THE
TERMINATION OF MY SERVICE AS A CONSULTANT TO THE COMPANY. I FURTHER UNDERSTAND
THAT IF I AM REQUESTED TO PERFORM ANY OBLIGATIONS UNDER SECTION 1.2, I SHALL
RECEIVE FOR SUCH PERFORMANCE A REASONABLE PER DIEM FEE, AS WELL AS REIMBURSEMENT
OF ANY EXPENSES INCURRED AT THE REQUEST OF THE COMPANY.
2. CONFIDENTIAL INFORMATION.
2.1
I RECOGNIZE THAT MY RELATIONSHIP WITH THE COMPANY IS ONE OF HIGH TRUST AND
CONFIDENCE BY REASON OF MY ACCESS TO AND CONTACT WITH THE TRADE SECRETS AND
CONFIDENTIAL AND PROPRIETARY INFORMATION OF THE COMPANY. I WILL NOT DISCLOSE TO
ANYONE OUTSIDE OF THE COMPANY OR USE FOR MY OWN BENEFIT OR FOR THAT OF OTHERS,
EITHER DURING OR AT ANY TIME AFTER MY CONSULTANCY WITH THE COMPANY, ANY
CONFIDENTIAL OR PROPRIETARY INFORMATION REGARDING THE COMPANY OR ITS BUSINESS
OPERATIONS (COLLECTIVELY "CONFIDENTIAL INFORMATION"), INCLUDING, WITHOUT
LIMITATION, TRADE SECRETS, DATA, COMPUTER PROGRAMS, KNOW-HOW, INDUSTRIAL AND
COMMERCIAL PROCESS, FINANCIAL INFORMATION, MARKETING PLANS AND CUSTOMER LISTS.
2.2
MY UNDERTAKINGS AND OBLIGATIONS UNDER THIS SECTION 1.4 WILL NOT APPLY,
HOWEVER, TO ANY PROPRIETARY INFORMATION WHICH: (A) IS OR BECOMES GENERALLY KNOWN
TO THE PUBLIC THROUGH NO ACTION ON MY PART, (B) IS GENERALLY DISCLOSED TO THIRD
PARTIES