CONFIDENTIAL
OR PROPRIETARY IN ANY LINE OF BUSINESS ENGAGED IN BY THE COMPANY; (VI) ANY
INFORMATION THAT, TO EXECUTIVE'S ACTUAL KNOWLEDGE, THE COMPANY ORDINARILY
MAINTAINS AS CONFIDENTIAL OR PROPRIETARY; (VII) ANY BUSINESS PLANS, BUDGETS,
ADVERTISING OR MARKETING PLANS; (VIII) ANY INFORMATION CONTAINED IN ANY OF THE
COMPANY'S WRITTEN OR ORAL POLICIES AND PROCEDURES OR MANUALS; (IX) ANY
INFORMATION BELONGING TO CUSTOMERS, VENDORS OR ANY OTHER PERSON OR ENTITY WHICH
THE COMPANY, TO EXECUTIVE'S ACTUAL KNOWLEDGE, HAS AGREED TO HOLD IN CONFIDENCE;
AND (X) ALL WRITTEN, GRAPHIC, ELECTRONIC DATA AND OTHER MATERIAL CONTAINING ANY
OF THE FOREGOING. EXECUTIVE ACKNOWLEDGES THAT INFORMATION THAT IS NOT NOVEL OR
COPYRIGHTED OR PATENTED MAY NONETHELESS BE PROPRIETARY INFORMATION.
THE TERM
"PROPRIETARY INFORMATION" SHALL NOT INCLUDE INFORMATION GENERALLY KNOWN OR
AVAILABLE TO THE PUBLIC OR GENERALLY KNOWN OR AVAILABLE TO THE INDUSTRY (WITHOUT
EXECUTIVE'S BREACH OF THIS SECTION 5.2 OR SECTION 5.3 HEREOF) OR INFORMATION
THAT BECOMES AVAILABLE TO EXECUTIVE ON AN UNRESTRICTED, NON-CONFIDENTIAL BASIS
FROM A SOURCE OTHER THAN THE COMPANY OR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR
AGENTS (WITHOUT BREACH OF ANY OBLIGATION OF CONFIDENTIALITY OF WHICH EXECUTIVE
HAS ACTUAL KNOWLEDGE AT THE TIME OF THE RELEVANT DISCLOSURE BY EXECUTIVE).
NOTWITHSTANDING THE FOREGOING AND SECTION 5.3 HEREOF, EXECUTIVE MAY DISCLOSE OR
USE PROPRIETARY INFORMATION OR CONFIDENTIAL RECORDS SOLELY TO THE EXTENT
(A) SUCH DISCLOSURE OR USE MAY BE REQUIRED OR APPROPRIATE IN THE PERFORMANCE OF
HIS DUTIES AS A DIRECTOR OR EMPLOYEE OF THE COMPANY, (B) REQUIRED TO DO SO BY A
COURT OF LAW, BY ANY GOVERNMENTAL AGENCY HAVING SUPERVISORY AUTHORITY OVER THE
BUSINESS OF THE COMPANY OR BY ANY ADMINISTRATIVE OR LEGISLATIVE BODY (INCLUDING
A COMMITTEE THEREOF) WITH APPARENT JURISDICTION TO ORDER HIM TO DIVULGE,
DISCLOSE OR MAKE ACCESSIBLE SUCH INFORMATION (PROVIDED THAT IN SUCH CASE
EXECUTIVE SHALL FIRST GIVE THE COMPANY PROMPT WRITTEN NOTICE OF ANY SUCH LEGAL
REQUIREMENT, DISCLOSE NO MORE INFORMATION THAN IS SO REQUIRED AND COOPERATE
FULLY WITH ALL EFFORTS BY THE COMPANY TO OBTAIN A PROTECTIVE ORDER OR SIMILAR
CONFIDENTIALITY TREATMENT FOR SUCH INFORMATION), (C) SUCH INFORMATION OR RECORDS
BECOMES GENERALLY KNOWN TO THE PUBLIC OR TRADE WITHOUT HIS VIOLATION OF THIS
AGREEMENT, OR (D) DISCLOSED TO EXECUTIVE'S SPOUSE, ATTORNEY AND/OR HIS PERSONAL
TAX AND FINANCIAL ADVISORS TO THE EXTENT REASONABLY NECESSARY TO ADVANCE
EXECUTIVE'S TAX, FINANCIAL AND OTHER PERSONAL PLANNING (EACH AN "EXEMPT
PERSON"); PROVIDED, HOWEVER, THAT ANY DISCLOSURE OR USE OF ANY PROPRIETARY
INFORMATION OR CONFIDENTIAL RECORDS BY AN EXEMPT PERSON SHALL BE DEEMED TO BE A
BREACH OF THIS SECTION 5.2 OR SECTION 5.3 BY EXECUTIVE.
(B)
EXECUTIVE AGREES THAT ALL PROCESSES, TECHNOLOGIES AND INVENTIONS
(COLLECTIVELY, "INVENTIONS"), INCLUDING NEW CONTRIBUTIONS, IMPROVEMENTS, IDEAS
AND DISCOVERIES, WHETHER PATENTABLE OR NOT, CONCEIVED, DEVELOPED, INVENTED OR
MADE BY EXECUTIVE DURING THE TERM (AND DURING ANY EMPLOYMENT BY THE COMPANY
PRIOR TO THE TERM) SHALL BELONG TO THE COMPANY, PROVIDED THAT SUCH INVENTIONS
GREW OUT OF EXECUTIVE'S WORK WITH THE COMPANY, ARE RELATED IN ANY MANNER TO THE
BUSINESS (COMMERCIAL OR EXPERIMENTAL) OF THE COMPANY OR ARE CONCEIVED OR MADE