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, GIVE
TESTIMONY IN SUPPORT OF HIS INVENTORSHIP.
8.
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 PART OF THE PUBLIC DOMAIN OR GENERALLY KNOWN WITHIN THE INDUSTRY
THROUGH NO FAULT, ACT OR FAILURE TO ACT, ERROR, EFFORT OR BREACH OF THIS
AGREEMENT BY THE EXECUTIVE; OR (C) IS REQUIRED BY ORDER, STATUTE OR REGULATION,
OF ANY GOVERNMENTAL AUTHORITY TO BE DISCLOSED TO ANY FEDERAL OR STATE AGENCY,
COURT OR OTHER BODY.
(B)
IF CONFIDENTIAL INFORMATION KNOWN TO THE
EXECUTIVE OR IN HIS POSSESSION IS SUBPOENAED, SUBJECT TO A DEMAND FOR
PRODUCTION, OR ANY OTHER FORM OF LEGAL PROCESS ISSUED WITH RESPECT TO THE
CONFIDENTIAL INFORMATION BY ANY JUDICIAL, REGULATORY, ADMINISTRATIVE,
LEGISLATIVE OR GOVERNMENTAL AUTHORITY, OR ANY OTHER PERSON, THE EXECUTIVE AGREES
TO NOTIFY THE COMPANY PROMPTLY THAT SUCH SUBPOENA, DEMAND OR OTHER LEGAL PROCESS
HAS BEEN RECEIVED. THE EXECUTIVE AGREES TO USE, AT THE COMPANY'S REQUEST AND
EXPENSE, HIS COMMERCIALLY REASONABLE EFFORTS, CONSISTENT WITH THE REQUIREMENTS
OF APPLICABLE LAW, TO PROTECT THE CONFIDENTIAL INFORMATION FROM DISCLOSURE AND
TO COOPERATE WITH THE COMPANY IN SEEKING PROTECTION FROM DISCLOSURE OF THE
CONFIDENTIAL INFORMATION.
(C)
UPON THE TERMINATION OF THIS AGREEMENT, THE
EXECUTIVE SHALL PROMPTLY DELIVER TO THE COMPANY ALL ORIGINALS AND ALL COPIES
THAT ARE IN THE EXECUTIVE'S POSSESSION OR CONTROL OF THE FOLLOWING: ALL CUSTOMER
LISTS, DRAWINGS, MANUALS, LETTERS, NOTES, NOTEBOOKS, REPORTS AND ALL OTHER
MATERIALS, INCLUDING THOSE OF A SECRET OR CONFIDENTIAL NATURE, RELATING TO THE
BUSINESS OF THE COMPANY.
(D)
SO LONG AS THE EXECUTIVE REMAINS EMPLOYED BY
THE COMPANY AND FOR A PERIOD OF