PRODUCT AND TECHNICAL INFORMATION, SUCH AS DEVICES,
FORMULAS AND COMPOSITIONS OF MATTER AND PROCESSES RELATING TO THE MANUFACTURE OF
THE COMPANY'S PRODUCTS, DESIGNS, DRAWINGS, SPECIFICATIONS AND BLUEPRINTS OF
MACHINERY AND EQUIPMENT, NEW AND INNOVATIVE PRODUCT IDEAS, METHODS, PROCEDURES,
DEVICES, DATA PROCESSING PROGRAMS, SOFTWARE, SOFTWARE CODES, COMPUTER MODELS,
RESEARCH AND DEVELOPMENT PROJECTS, COMPOSITIONS OF MATTER AND METHODS OF
MANUFACTURE OF PRODUCTS UNDER INVESTIGATION IN THE LABORATORIES, PILOT PLANTS OR
PLANTS OF THE COMPANY; (III) MARKETING INFORMATION, SUCH AS INFORMATION ON
MARKETS, END USERS AND APPLICATIONS, THE IDENTITY OF THE COMPANY'S CUSTOMERS,
SUPPLIERS, AND DISTRIBUTORS, THEIR NAMES AND ADDRESSES, THE NAMES OF
REPRESENTATIVES OF THE COMPANY'S CUSTOMERS, DISTRIBUTORS OR SUPPLIERS
RESPONSIBLE FOR ENTERING INTO CONTRACTS WITH THE COMPANY, THE COMPANY'S
FINANCIAL ARRANGEMENTS WITH ITS DISTRIBUTORS AND SUPPLIERS, THE AMOUNTS PAID BY
SUCH CUSTOMERS TO THE COMPANY, SPECIFIC CUSTOMER NEEDS AND REQUIREMENTS, LEADS
AND REFERRALS TO PROSPECTIVE CUSTOMERS; AND (IV) PERSONNEL INFORMATION, SUCH AS
THE IDENTITY AND NUMBER OF THE COMPANY'S OTHER EMPLOYEES, THEIR SALARIES,
BONUSES, BENEFITS, SKILLS, QUALIFICATIONS, AND ABILITIES.
EXECUTIVE
ACKNOWLEDGES AND AGREES THAT THE CONFIDENTIAL INFORMATION AND TRADE SECRETS ARE
NOT GENERALLY KNOWN OR AVAILABLE TO THE GENERAL PUBLIC, BUT HAVE BEEN DEVELOPED,
COMPILED OR ACQUIRED BY THE COMPANY AT ITS EFFORT AND EXPENSE AND FOR COMMERCIAL
ADVANTAGE AND, THEREFORE, TAKES EVERY REASONABLE PRECAUTION TO PREVENT THE USE
OR DISCLOSURE OF ANY PART OF IT BY OR TO UNAUTHORIZED PERSONS. CONFIDENTIAL
INFORMATION AND TRADE SECRETS CAN BE IN ANY FORM: ORAL, WRITTEN OR MACHINE
READABLE, INCLUDING ELECTRONIC FILES.
ALL OF THE FOREGOING IS SUBJECT TO AND
CONDITIONED UPON COMPLIANCE WITH APPLICABLE STATE AND FEDERAL LAWS.
THE TERM
"CONFIDENTIAL INFORMATION AND TRADE SECRETS" DOES NOT INCLUDE INFORMATION WHICH
IS OR BECOMES GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS A RESULT OF A
DISCLOSURE BY EXECUTIVE.
NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.
EXECUTIVE AGREES HE WILL NOT, WHILE
ASSOCIATED WITH THE COMPANY AND FOR SO LONG THEREAFTER AS THE PERTINENT
INFORMATION OR DOCUMENTATION REMAINS CONFIDENTIAL, DIRECTLY OR INDIRECTLY USE,
DISCLOSE OR DISSEMINATE TO ANY OTHER PERSON, ORGANIZATION OR ENTITY OR OTHERWISE
USE ANY CONFIDENTIAL INFORMATION AND TRADE SECRETS, EXCEPT AS SPECIFICALLY
REQUIRED IN THE PERFORMANCE OF EXECUTIVE'S DUTIES ON BEHALF OF THE COMPANY OR
WITH PRIOR WRITTEN AUTHORIZATION OF THE COMPANY'S CHAIRMAN OF THE BOARD, OR AS
REQUIRED BY LAW.
IN THE EVENT THAT EXECUTIVE IS REQUESTED OR BECOMES LEGALLY
COMPELLED (BY ORAL QUESTIONS, INTERROGATORIES, REQUESTS FOR INFORMATION OR
DOCUMENTS, SUBPOENA, CIVIL OR CRIMINAL INVESTIGATIVE DEMAND OR SIMILAR PROCESS
AS WELL AS APPLICABLE SECURITIES LAWS) TO DISCLOSE ANY OF THE CONFIDENTIAL
INFORMATION AND TRADE SECRETS, THEN EXECUTIVE WILL PROVIDE COMPANY WITH PROMPT
WRITTEN NOTICE OF SUCH REQUEST(S) SO THAT COMPANY MAY, AT COMPANY'S SOLE COST
AND EXPENSE, SEEK A PROTECTIVE ORDER OR OTHER APPROPRIATE REMEDY AND/OR WAIVE
COMPLIANCE WITH THE PROVISIONS OF THIS AGREEMENT.
IN THE EVENT THAT SUCH
PROTECTIVE ORDER OR OTHER REMEDY IS NOT OR CANNOT BE OBTAINED, THEN THE
EXECUTIVE MAY FURNISH WITHOUT LIABILITY HEREUNDER ONLY THAT PORTION OF THE
CONFIDENTIAL INFORMATION AND TRADE SECRETS WHICH IS LEGALLY REQUIRED.
NON-COMPETITION.