EVENT THAT EXECUTIVE BECOMES
ENTITLED TO PAYMENTS AND/OR BENEFITS WHICH WOULD CONSTITUTE "PARACHUTE PAYMENTS"
WITHIN THE MEANING OF SECTION 280G(B)(2) OF THE CODE, THE PROVISIONS OF
EXHIBIT B SHALL APPLY.
7.
CONFIDENTIAL INFORMATION; RETURN OF
PROPERTY. EXECUTIVE ACKNOWLEDGES THAT THE INFORMATION, OBSERVATIONS, DATA,
STRATEGIC AND DEVELOPMENT PLANS, FINANCIAL CONDITION, BUSINESS PLANS,
CO-DEVELOPER IDENTITIES, BUSINESS RECORDS, CUSTOMER LISTS, CLIENTS AND
SUPPLIERS, PROJECT RECORDS, MARKET REPORTS, EMPLOYEE LISTS AND BUSINESS MANUALS,
POLICIES AND PROCEDURES, INFORMATION RELATING TO PROCESSES, TECHNOLOGIES OF
THEORY AND ALL OTHER INFORMATION THAT MAY BE DISCLOSED OR OBTAINED BY EXECUTIVE
WHILE EMPLOYED BY THE COMPANY AND ITS AFFILIATES CONCERNING THE BUSINESS OR
AFFAIRS OF THE COMPANY OR ANY AFFILIATE ("CONFIDENTIAL INFORMATION") ARE THE
PROPERTY OF THE COMPANY OR SUCH AFFILIATE. THEREFORE, EXECUTIVE AGREES NOT TO
DISCLOSE, OTHER THAN IN THE COURSE OF EXECUTIVE'S ASSIGNED DUTIES AND FOR THE
BENEFIT OF THE COMPANY, TO ANY UNAUTHORIZED PERSON OR USE FOR EXECUTIVE'S OWN
PURPOSES ANY CONFIDENTIAL INFORMATION WITHOUT THE PRIOR WRITTEN CONSENT OF
COMPANY, UNLESS AND TO THE EXTENT THAT (A) THE AFOREMENTIONED MATTERS BECOME
GENERALLY KNOWN TO AND AVAILABLE FOR USE BY THE PUBLIC OTHER THAN AS A RESULT OF
EXECUTIVE'S (OR ANY REPRESENTATIVE OF EXECUTIVE'S) ACTS OR OMISSIONS OR
6
EXECUTIVE IS REQUIRED TO DISCLOSE BY APPLICABLE LAW, REGULATION OR LEGAL PROCESS
(PROVIDED THAT EXECUTIVE PROVIDES THE COMPANY WITH PRIOR NOTICE OF THE
CONTEMPLATED DISCLOSURE AND REASONABLY COOPERATES WITH THE COMPANY AT ITS
EXPENSE IN SEEKING A PROTECTIVE ORDER OR OTHER APPROPRIATE PROTECTION OF SUCH
INFORMATION). EXECUTIVE SHALL DELIVER TO THE COMPANY AT THE TERMINATION OF THE
EMPLOYMENT PERIOD, OR AT ANY OTHER TIME THE COMPANY MAY REQUEST, ALL OF THE
PROPERTY OF THE COMPANY THAT EXECUTIVE MAY THEN POSSESS OR HAVE UNDER CONTROL,
INCLUDING ALL MEMORANDA, NOTES, E-MAILS, PLANS, RECORDS, REPORTS, COMPUTER DISKS
OR TAPES, PRINTOUTS, SOFTWARE, COMPUTER ACCESS CODES AND OTHER DOCUMENTS AND
DATA (AND COPIES OR REPRODUCTIONS THEREOF) CONTAINING OR RELATING TO
CONFIDENTIAL INFORMATION, WORK PRODUCT (AS DEFINED BELOW) OR THE BUSINESS OF THE
COMPANY OR ANY AFFILIATE AND ALL COMPUTERS (INCLUDING LAPTOPS), CELL PHONES,
KEYS, PDAS, BLACKBERRIES, CREDIT CARDS, FACSIMILE MACHINES, TELEVISIONS AND CARD
ACCESS KEYS TO ANY COMPANY BUILDING. EXECUTIVE AGREES NOT TO RETAIN ANY COPIES,
DUPLICATES, REPRODUCTIONS OR EXCERPTS OF SUCH MATERIAL OR DOCUMENTS.
8.
INTELLECTUAL PROPERTY.
(A)
IN ACCORDANCE WITH UCA §34-39-1 ET SEQ.,
EXECUTIVE ACKNOWLEDGES AND AGREES THAT ALL OF THE FOLLOWING INTELLECTUAL
PROPERTY OR PARTS THEREOF (THE "INTELLECTUAL PROPERTY"), WHETHER PATENTABLE OR
UNPATENTABLE SHALL BELONG EXCLUSIVELY TO THE COMPANY OR AN AFFILIATE (OR THEIR
DESIGNEE), WHETHER OR NOT PATENT APPLICATIONS, TRADEMARK REGISTRATIONS, OR
COPYRIGHT REGISTRATIONS ARE FILED THEREON:
(I)
INTELLECTUAL PROPERTY, WHETHER IN WHOLE
OR IN PART THAT IS CONCEIVED, DEVELOPED, REDUCED TO PRACTICE, OR CREATED BY
EXECUTIVE, SOLELY OR JOINTLY WITH OTHERS, WITHIN THE SCOPE OF EXECUTIVE'S
EMPLOYMENT, ON THE COMPANY'S OR AN AFFILIATE'S TIME, OR WITH THE AID,
ASSISTANCE, OR USE OF ANY OF THE COMPANY'S OR AN AFFILIATE'S PROPERTY,
FACILITIES, SUPPLIES, RESOURCES, OR INTELLECTUAL PROPERTY. FOR PURPOSES OF THIS
AGREEMENT, "INTELLECTUAL PROPERTY" MEANS ANY AND ALL