EXPENSE OF THE COMPANY, AN ORDER OR OTHER ASSURANCE THAT CONFIDENTIAL TREATMENT
SHALL BE ACCORDED TO SUCH PORTION OF THE CONFIDENTIAL INFORMATION REQUIRED TO BE
DISCLOSED AS THE COMPANY SHALL DESIGNATE AND SHALL DISCLOSE ONLY SUCH PORTIONS
OF THE CONFIDENTIAL INFORMATION AS ARE REQUIRED BY SUCH TRIBUNAL TO BE
DISCLOSED.
IN ANY EVENT, EXECUTIVE SHALL USE COMMERCIALLY REASONABLE EFFORTS TO
MARK, OR CAUSE TO BE MARKED, ANY CONFIDENTIAL INFORMATION THAT IS DISCLOSED IN
ACCORDANCE WITH THIS SECTION 10(B) AS CONFIDENTIAL AND TO ACCORD SUCH
INFORMATION CONFIDENTIAL TREATMENT.
UPON THE TERMINATION OF THE CONSULTING
TERM, OR AT ANY OTHER TIME THAT THE COMPANY MAY REQUEST IN WRITING, EXECUTIVE
AGREES TO (I) CEASE ALL USE OF ALL CONFIDENTIAL INFORMATION AND COMPANY WORKS
AND (II) DELIVER TO THE COMPANY OR, AT THE COMPANY'S ELECTION, DESTROY, ALL
MEMORANDA, NOTES, PLANS, RECORDS, REPORTS, NOTEBOOKS (AND SIMILAR REPOSITORIES
OF OR CONTAINING CONFIDENTIAL INFORMATION AND/OR COMPANY WORKS), COMPUTER FILES
AND OTHER DOCUMENTS OR OTHER MATERIALS (AND ALL COPIES, SUMMARIES AND EXTRACTS
THEREOF, IN WHATEVER FORM OR MEDIUM) RELATING TO THE BUSINESS, OPERATIONS AND/OR
ACTIVITIES OF ANY MEMBER OF THE COMPANY GROUP OR THAT OTHERWISE CONSTITUTE
CONFIDENTIAL INFORMATION, AND AT ANY TIME THEREAFTER, IF ANY SUCH MATERIALS ARE
BROUGHT TO EXECUTIVE'S ATTENTION OR EXECUTIVE DISCOVERS THEM IN EXECUTIVE'S
POSSESSION OR CONTROL, EXECUTIVE SHALL DELIVER SUCH MATERIALS TO THE COMPANY,
OR, AT THE COMPANY'S ELECTION, DESTROY ALL SUCH MATERIALS, PROMPTLY UPON SUCH
NOTICE OR DISCOVERY.
(C)
IF EXECUTIVE CREATES, INVENTS, DESIGNS, DEVELOPS, CONTRIBUTES TO OR
IMPROVES ANY WORKS OF AUTHORSHIP, INVENTIONS, WHETHER PATENTABLE OR UNPATENTABLE
AND WHETHER OR NOT REDUCED TO PRACTICE, KNOW HOW, DATA, PROCESSES, METHODS,
PROGRAMS, SYSTEMS, MATERIALS, DOCUMENTS OR OTHER WORK PRODUCT OR OTHER
INTELLECTUAL PROPERTY, EITHER ALONE OR IN CONJUNCTION WITH THIRD PARTIES, AT ANY
TIME DURING EXECUTIVE'S EMPLOYMENT BY OR ENGAGEMENT WITH ANY MEMBER OF THE
COMPANY GROUP (COLLECTIVELY, "WORKS"), TO THE EXTENT THAT SUCH WORKS WERE
CREATED, INVENTED, DESIGNED, DEVELOPED, CONTRIBUTED TO, OR IMPROVED WITH THE USE
OF ANY RESOURCES OF ANY MEMBER OF THE COMPANY GROUP AND/OR WITHIN THE SCOPE OF
SUCH EMPLOYMENT OR ENGAGEMENT AND/OR RELATE TO THE BUSINESS OR OPERATIONS, OR
ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT, OF THE COMPANY OR
ANY OF ITS SUBSIDIARIES (COLLECTIVELY, THE "COMPANY WORKS"), THEN EXECUTIVE
SHALL PROMPTLY AND FULLY DISCLOSE SUCH COMPANY WORKS TO THE COMPANY.
ANY
COPYRIGHTABLE WORK FALLING WITHIN THE DEFINITION OF
COMPANY WORKS SHALL BE
DEEMED A "WORK MADE FOR HIRE" AS SUCH TERM IS DEFINED IN 17 U.S.C. SECTION 101.
EXECUTIVE HEREBY (I) IRREVOCABLY ASSIGNS, TRANSFERS AND CONVEYS, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, ALL RIGHT, TITLE AND INTEREST IN AND TO THE
COMPANY WORKS ON A WORLDWIDE BASIS (INCLUDING RIGHTS UNDER PATENT, COPYRIGHT,
TRADEMARK, TRADE SECRET, UNFAIR COMPETITION AND RELATED LAWS) TO THE COMPANY OR
SUCH OTHER PERSON AS THE COMPANY SHALL DESIGNATE, TO THE EXTENT OWNERSHIP OF ANY
SUCH RIGHTS DOES NOT AUTOMATICALLY VEST IN THE COMPANY UNDER APPLICABLE LAW, AND
(II) WAIVES ANY MORAL RIGHTS THEREIN TO THE FULLEST EXTENT PERMITTED UNDER
APPLICABLE LAW.
EXECUTIVE