Page 11 - Compass Employee Handbook Draft 1

c. The Company has developed and will continue to develop through the input of the
contractor, valuable commercial technology, software, proprietary information and materials
whether patentable or otherwise sensitive manufacturing systems, formulations, techniques
processes, methodology, equipment data, reports, know how, sources of supply, patent
positions, goodwill, commercial strategies, marketing and business plans (hereinafter
referred to as confidential information).
d. The contractor has been or will be privy to such confidential information.
e. The position incorporates particularly sensitive confidential information whereby the
Company would suffer significant damage if the contractor breached their duty not to
disclose Confidential Information.
f. Therefore, the Parties have agreed to formalise the contractor’s existing confidentiality
obligations.
Agreement:

1. The contractor agrees to hold Confidential Information in confidence and to take all
necessary precautions to protect Confidential Information from unauthorised disclosure or
misappropriation.
The contractor shall use all Confidential Information solely for the purposes of their
employment with Company. The employee shall not disclose such information to, or use it for
the benefit of, any third party (except subcontractors and suppliers who have received prior
written approval form the Company) other than as necessary for the performance of their
Project duties as specified by the Company. The Employee acknowledges that this places a
strict obligation upon the Employee not to discuss with any other person, whether or not that
person is a Company employee, and Confidential Information, unless that person is similarly
engaged in the Project and bound by a written Confidentiality Agreement.
2. The contractor acknowledges and undertakes that any improvements, derivations, spin offs,
or related technology or inventions discovered during their employment shall vest in the
Company and remain its sole property. The contractor agrees to release intellectual property
rights accrued during the course of this Agreement to the Company or associated product
license(partnership) and assist as necessary to transfer any rights to this party.
3. In the event that the contractor becomes legally compelled to disclose any of the confidential
information, the contractor will provide the Company with prompt notice so that the
Company may seek a protective order or other appropriate remedy and/or waive compliance
with the provisions of this Agreement.
4. The contractor acknowledges that due to the unique nature of the confidential Information,
there can be no adequate remedy at law for any breach of its obligations hereunder and
therefore, that upon any such breach or any threat thereof, Company shall be entitled to
seek appropriate equitable relief, in addition to whatever remedies it might have at law.
5. The contractor understands and acknowledges by their execution of this Agreement that a
breach of the duty of Confidentiality shall constitute a fundamental breach of Employee’s
obligation to the Company and shall render the Employee liable to immediate dismissal
6. All disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the
courts of Ireland.

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Compass Employee Handbook DRAFT 1