INFORMATION HEREIN REFERENCED TO AS THE "CONFIDENTIAL INFORMATION").
THE
PROTECTION OF THE CONFIDENTIAL INFORMATION AGAINST UNAUTHORIZED DISCLOSURE OR
USE IS OF CRITICAL IMPORTANCE TO THE COMPANY.
EMPLOYEE AGREES THAT EMPLOYEE
WILL NOT, DURING THE EMPLOYMENT PERIOD, DIVULGE TO ANY PERSON, DIRECTLY OR
INDIRECTLY, EXCEPT TO THE COMPANY OR ITS OFFICERS AND AGENTS OR AS REASONABLY
REQUIRED IN CONNECTION WITH EMPLOYEE'S DUTIES ON BEHALF OF THE COMPANY, OR USE,
EXCEPT ON BEHALF OF THE COMPANY, ANY CONFIDENTIAL INFORMATION ACQUIRED BY THE
EMPLOYEE DURING THE EMPLOYMENT PERIOD.
EMPLOYEE AGREES THAT EMPLOYEE WILL NOT,
FOR A PERIOD OF THREE YEARS AFTER THE EMPLOYMENT PERIOD HAS ENDED, USE OR
DIVULGE TO ANY PERSON DIRECTLY OR INDIRECTLY ANY
7
CONFIDENTIAL INFORMATION, OR USE ANY CONFIDENTIAL INFORMATION IN SUBSEQUENT
EMPLOYMENT.
7.
RETURN OF DOCUMENTS.
EMPLOYEE'S
RELATIONSHIP WITH THE COMPANY IS TERMINATED (FOR WHATEVER REASON), EMPLOYEE
SHALL NOT TAKE WITH EMPLOYEE, BUT WILL LEAVE WITH THE COMPANY, ALL WORK PRODUCT,
RECORDS, FILES, MEMORANDA, REPORTS, PRICE LISTS, CUSTOMER LISTS, SUPPLIER LISTS,
DOCUMENTS AND OTHER INFORMATION, IN WHATEVER FORM (INCLUDING ON COMPUTER DISC),
AND ANY COPIES THEREOF, RELATING TO THE CONFIDENTIAL INFORMATION OR IF SUCH
ITEMS ARE NOT ON THE PREMISES OF THE COMPANY, EMPLOYEE AGREES TO RETURN SUCH
ITEMS IMMEDIATELY UPON EMPLOYEE'S TERMINATION).
EMPLOYEE ACKNOWLEDGES THAT ALL
SUCH ITEMS ARE AND REMAIN THE PROPERTY OF THE COMPANY.
8.
DISCOVERIES.
EMPLOYEE WILL PROMPTLY AND
FREELY DISCLOSE TO THE COMPANY, IN WRITING, ANY AND ALL IDEAS, CONCEPTIONS,
INVENTIONS, IMPROVEMENTS AND DISCOVERIES (COLLECTIVELY, "DISCOVERIES"), WHETHER
PATENTABLE OR NOT, THAT ARE CONCEIVED OR MADE BY EMPLOYEE, SOLELY OR JOINTLY
WITH ANOTHER, DURING THE EMPLOYMENT PERIOD, AND THAT RELATE TO THE BUSINESS OR
ACTIVITIES OF, OR THE PRODUCTS SOLD BY, THE COMPANY.
EMPLOYEE HEREBY ASSIGNS TO
THE COMPANY ALL OF EMPLOYEE'S INTEREST IN ANY SUCH DISCOVERIES.
UPON THE
REQUEST OF THE COMPANY, WHETHER DURING OR AFTER THE EMPLOYMENT PERIOD, EMPLOYEE
WILL EXECUTE ANY AND ALL APPLICATIONS, ASSIGNMENTS AND OTHER INSTRUMENTS THAT
THE COMPANY SHALL, IN ITS SOLE DISCRETION, DEEM NECESSARY TO APPLY FOR AND
OBTAIN PROTECTION, INCLUDING, WITHOUT LIMITATION, PATENT PROTECTION, FOR THE
DISCOVERIES IN ALL COUNTRIES OF THE WORLD.
THE OBLIGATIONS OF THE PARTIES UNDER
THIS SECTION 8 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
9.
COPYRIGHT.
IF, DURING THE EMPLOYMENT
PERIOD, EMPLOYEE CREATES ANY ORIGINAL WORK OF AUTHORSHIP FIXED IN ANY TANGIBLE
MEDIUM OF EXPRESSION, WHICH IS THE SUBJECT MATTER OF COPYRIGHT, INCLUDING,
WITHOUT LIMITATION, VIDEO TAPES, WRITTEN PRESENTATIONS, COMPUTER PROGRAMS,
DRAWINGS, MODELS, MANUALS, BROCHURES AND THE LIKE, THAT RELATE TO THE COMPANY'S
BUSINESS, PRODUCTS SOLD OR SERVICES, WHETHER SUCH WORK IS CREATED SOLELY BY
EMPLOYEE OR JOINTLY WITH OTHERS, THE COMPANY SHALL BE DEEMED TO BE THE AUTHOR OF
SUCH WORK IF THE WORK IS PREPARED BY EMPLOYEE WITHIN THE SCOPE OF EMPLOYEE'S
EMPLOYMENT; OR IF THE WORK IS NOT PREPARED BY EMPLOYEE WITHIN THE SCOPE OF
EMPLOYEE'S EMPLOYMENT, BUT IS SPECIALLY ORDERED BY THE COMPANY, INCLUDING,
WITHOUT LIMITATION, AS A CONTRIBUTION TO A COLLECTIVE WORK, OR AS A PART OF AN
AUDIO-VISUAL WORK, AS A TRANSLATION, AS A