■ 1) the former and new employer are competitors, ■ 2) the employee possesses trade secret information belonging to A ■ 3) the trade secrets would inevitably be used in new job EMPLOYMENT CONTRACTS WITH A NON-COMPETE ● Term begins on commencement date and ends on first anniversary of the commencement date (initial term) ○ Timeframe- 5 years and under is reasonable ● Geographical context- If competing company is closer, the non-compete will last longer, be more strict ● Exceptions ○ If confidential info is available to public ○ Disclosures required by acceptable law ● Exec shall return any confidential documents within 5 days of termination ● Exec shall not ○ Invest in other companies unless less than 5% ownership ○ Own, manage, finance, operate any competitor ○ “Company”- company A “business”- company B ○ Sell any product or service belonging to company A ○ Cause anyone that has a business relationship with Company A to terminate or interfere with anything ○ Employ anyone that worked at company A ○ Make any statement which damages company A ● “Directly or indirectly”- any action that has effect on company A ● “Confidential information”- all trade secrets or information ● “Affiliated companies”- anything under common control with company A ● Exec is protected from communicating trade secrets with gov agents
■ Remedies - if exec violates, company A is entitled to restraints or injunctions PATENTS ● Patent- government grants 20 year exclusive right to make use or sell invention ■ Nonrenewable- After patent period, item is public domain ■ Pharmaceutical patents usually less than 20 years ○ Applying for a patent ■ Application filled out with US Patent and Trademark Office (PTO) ■ “Assignee-at-issue” is corporation that employed investors ■ Must contain detailed descriptions of invention ■ Must disclose “ contemplated ”- best mode for putting invention into practice ● Requirements of patents ○ 1. Patentable subject matter ■ 1) machines, 2) manufactures, 3) compositions of matter, 4) processes, and 5) any improvement on the first four categories that itself meets all of those requirements ■ Tangible and created by person themselves- specific ■ “Utility patents” - regular patents ■ “Design patents” non-functional ornamental design elements in a functioning product ■ Cannot patent or make trade secret- naturally occurring substances or abstract ideas (formulas, scientific principles) ○ 2. Useful ○ 3. Novel ■ New and unique (not already out there) ■ Source of a lot of patent controversy ○ 4. Patent application was filed within one year of the invention creation ○ 5 . ”Nonobvious” ■ Something that is not obvious to someone in same industry ■ Does not apply to secondary use of an already existing product ● (broom as spider killing machine) ● Remedies- if P successfully demonstrates patent infringement ○ Can include lost profits on sales- huge amounts of $ ■
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- Spring '08