REASON
WHATSOEVER, ALL DOCUMENTS, RECORDS, NOTEBOOKS, EQUIPMENT, PRICE LISTS,
SPECIFICATIONS, PROGRAMS, CUSTOMER, AND PROSPECTIVE CUSTOMER LIST AND OTHER
MATERIALS WHICH REFER OR RELATE TO ANY ASPECT OF THE COMPANY'S BUSINESS WHICH
ARE IN THE POSSESSION OF THE EXECUTIVE (INCLUDING ALL COPIES THEREOF), SHALL BE
PROMPTLY RETURNED TO THE COMPANY, WITH THE EXCEPTION OF THE ITEMS OF PERSONAL
PROPERTY IDENTIFIED IN SECTION 4(I) ABOVE.
THE COMPANY ACKNOWLEDGES THAT THE
EXECUTIVE HAS DEVELOPED A TECHNOLOGY BEFORE HE WAS EMPLOYED BY THE COMPANY. THE
EXECUTIVE DEVELOPED AN ALGORITHM PROCESS TO LINK A PHYSICAL DESCRIPTIVE ADDRESS
WITH GPS COORDINATES TO GENERATE AN 8 DIGIT ALPHA NUMERIC POSTAL CODE EQUATING
TO THE DESCRIPTIVE ADDRESS. THE EXECUTIVE HAS PERMITTED THE COMPANY TO UTILIZE
THIS PROCESS AND TO FILE A PROCESS PATENT WITH THE US PATENT OFFICE. IN THE
EVENT OF THE EXECUTIVE'S TERMINATION THE COMPANY AGREES TO PERMIT THE EXECUTIVE
TO JOINTLY OWN AND USE THE PROCESS PATENT FILED BY THE COMPANY.
4
(B)
WITH THE EXCEPTION OF THE "GPS BASED PDA
ALGORITHM PROCESS," THE EXECUTIVE AGREES THAT ALL PROCESSES, COPYRIGHTS,
TRADEMARKS, TECHNOLOGIES AND/OR INVENTIONS ("INVENTIONS"), INCLUDING NEW
CONTRIBUTIONS, IMPROVEMENTS, BRANDS, LOGOS, IDEAS AND DISCOVERIES, WHETHER OR
NOT PATENTABLE OR ELIGIBLE FOR TRADEMARK OR COPYRIGHT PROTECTION, CONCEIVED,
DEVELOPED, INVENTED OR MADE BY HIM DURING HIS EMPLOYMENT BY THE COMPANY SHALL
BELONG TO THE COMPANY, PROVIDED THAT SUCH INVENTIONS GREW OUT OF THE EXECUTIVE'S
WORK WITH THE COMPANY, ARE RELATED IN ANY MANNER TO THE COMPANY'S BUSINESS OR
ARE CONCEIVED OR MADE ON THE COMPANY'S TIME OR WITH THE USE OF THE COMPANY'S
FACILITIES OR MATERIALS. THE EXECUTIVE SHALL (I) PROMPTLY DISCLOSE SUCH
INVENTIONS TO THE COMPANY; (II) ASSIGN TO THE COMPANY AT THE COMPANY'S COST,
WITHOUT ADDITIONAL COMPENSATION, ALL PATENT AND OTHER RIGHTS TO SUCH INVENTIONS
FOR THE UNITED STATES AND FOREIGN COUNTRIES; (III) SIGN ALL PAPERS REASONABLY
NECESSARY TO CARRY OUT THE FOREGOING; AND (IV) AT THE COST OF THE COMPANY AND
SUBJECT TO A REASONABLE PER DIEM, GIVE TESTIMONY IN SUPPORT OF HIS INVENTORSHIP.
10.
CONFIDENTIALITY; NON-COMPETE.
(A)
THE EXECUTIVE ACKNOWLEDGES THAT AS A RESULT
OF HIS EMPLOYMENT WITH THE COMPANY, THE EXECUTIVE HAS AND WILL CONTINUE TO HAVE
KNOWLEDGE OF, AND ACCESS TO, THE PROPRIETARY AND CONFIDENTIAL INFORMATION OF THE
COMPANY (COLLECTIVELY, THE "CONFIDENTIAL INFORMATION"). ACCORDINGLY, EXCEPT AS
OTHERWISE REQUIRED BY LAW, THE EXECUTIVE SHALL NOT, AT ANY TIME DURING THE TERM
OF THIS AGREEMENT OR FOR A ONE YEAR PERIOD AFTER THE TERMINATION OF THIS
AGREEMENT, USE, REVEAL, REPORT, PUBLISH, TRANSFER OR OTHERWISE DISCLOSE TO ANY
PERSON, ANY OF THE CONFIDENTIAL INFORMATION WITHOUT THE PRIOR WRITTEN CONSENT OF
THE BOARD, EXCEPT TO RESPONSIBLE OFFICERS, EMPLOYEES, ADVISERS AND CONSULTANTS
OF THE COMPANY AND OTHER RESPONSIBLE PERSONS WHO ARE IN A CONTRACTUAL OR
FIDUCIARY RELATIONSHIP WITH THE COMPANY AND WHO HAVE A "NEED TO KNOW" SUCH
INFORMATION FOR PURPOSES IN THE BEST INTERESTS OF THE COMPANY. FOR PURPOSES
HEREOF; CONFIDENTIAL INFORMATION SHALL NOT INCLUDE ANY INFORMATION WHICH: (I) AT
THE TIME OF DISCLOSURE IS WITHIN THE PUBLIC DOMAIN; (II) AFTER DISCLOSURE
BECOMES A