OR ITS
BUSINESS OR PRODUCTION OPERATIONS OBTAINED BY THE EXECUTIVE DURING HIS/HER
EMPLOYMENT BY THE COMPANY, WHICH SHALL NOT BE GENERALLY KNOWN TO THE PUBLIC OR
RECOGNIZED AS STANDARD PRACTICE (WHETHER OR NOT DEVELOPED BY THE EXECUTIVE) AND
SHALL NOT, DURING HIS/HER EMPLOYMENT BY THE COMPANY AND AFTER THE TERMINATION OF
SUCH EMPLOYMENT FOR ANY REASON, COMMUNICATE OR DIVULGE ANY SUCH INFORMATION,
KNOWLEDGE OR DATA TO ANY PERSON, FIRM OR CORPORATION OTHER THAN THE COMPANY OR
PERSONS, FIRMS OR CORPORATIONS DESIGNATED BY THE COMPANY;
(B)
SHALL PROMPTLY DISCLOSE TO THE COMPANY ALL INVENTIONS, IDEAS,
DEVICES, AND PROCESSES MADE OR CONCEIVED BY HIM/HER ALONE OR JOINTLY WITH
OTHERS, FROM THE TIME OF ENTERING THE COMPANY'S EMPLOY UNTIL SUCH EMPLOYMENT IS
TERMINATED, RELEVANT OR PERTINENT IN ANY WAY, WHETHER DIRECTLY OR INDIRECTLY, TO
THE COMPANY'S BUSINESS OR PRODUCTION OPERATIONS OR RESULTING FROM OR SUGGESTED
BY ANY WORK WHICH HE/SHE MAY HAVE DONE FOR THE COMPANY OR AT ITS REQUEST;
(C)
SHALL, AT ALL TIMES DURING HIS/HER EMPLOYMENT WITH THE COMPANY,
ASSIST THE COMPANY (ENTIRELY AT THE COMPANY'S EXPENSE) TO OBTAIN AND DEVELOP FOR
THE COMPANY'S BENEFIT PATENTS ON SUCH INVENTIONS, IDEAS, DEVICES AND PROCESSES,
WHETHER OR NOT PATENTED; AND
(D)
SHALL DO ALL SUCH ACTS AND EXECUTE, ACKNOWLEDGE AND DELIVER ALL
SUCH INSTRUMENTS AS MAY BE NECESSARY OR DESIRABLE IN THE OPINION OF THE COMPANY
TO VEST IN THE COMPANY THE ENTIRE INTEREST IN SUCH INVENTIONS, IDEAS, DEVICES,
AND PROCESSES REFERRED TO ABOVE.
4
The foregoing to the contrary notwithstanding, the Executive shall not be
required to assign or offer to assign to the Company any of the Executive's
rights in any invention for which no equipment, supplies, facility, or trade
secret information of the Company was used and which was developed entirely on
the Executive's own time, unless: (A) the invention related to (i) the Business
of the Company; or (ii) the Company's actual or demonstrably anticipated (with
the realistic prospect of occurring) research or development; or (B) the
invention results from any work performed by the Executive for the Company. The
Executive acknowledges his/her prior receipt of written notification of the
limitation set forth in the preceding sentence on the Executive's obligation to
assign or offer to assign to the Company the Executive's rights in inventions.
7.
CONFIDENTIALITY OF INFORMATION: DUTY OF NON-DISCLOSURE.
(A)
THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HIS/HER EMPLOYMENT BY
THE COMPANY UNDER THIS AGREEMENT NECESSARILY INVOLVES HIS/HER UNDERSTANDING OF
AND ACCESS TO CERTAIN TRADE SECRETS AND CONFIDENTIAL INFORMATION PERTAINING TO
THE BUSINESS OF THE COMPANY. ACCORDINGLY, THE EXECUTIVE AGREES THAT AFTER THE
DATE OF THIS AGREEMENT AT ALL TIMES HE/SHE WILL NOT, DIRECTLY OR INDIRECTLY,
WITHOUT THE EXPRESS CONSENT OF THE COMPANY, DISCLOSE TO OR USE FOR THE BENEFIT
OF ANY PERSON, CORPORATION OR OTHER ENTITY, OR FOR HIMSELF/HERSELF ANY AND ALL
FILES, TRADE SECRETS OR OTHER CONFIDENTIAL INFORMATION CONCERNING THE INTERNAL
AFFAIRS OF THE COMPANY, INCLUDING, BUT NOT LIMITED TO, INFORMATION PERTAINING TO
ITS CUSTOMERS, PROSPECTIVE CUSTOMERS, SERVICES, PRODUCTS, EARNINGS, FINANCES,
OPERATIONS, METHODS OR