and to protect it
against disclosure, misuse, espionage, loss and theft.
The Executive shall
deliver to the Company at the termination of the Employment Period or at any
time the Company may request all memoranda, notes, plans, records, reports,
computer tapes and software and other documents and data (and copies thereof)
relating to the Confidential Information, Work Product (as defined below) or the
business of the Company or any of its Subsidiaries which the Executive may then
possess or have under his control.
(B)
AS USED IN THIS AGREEMENT, THE TERM
"CONFIDENTIAL INFORMATION" MEANS INFORMATION THAT IS NOT GENERALLY KNOWN TO THE
PUBLIC AND THAT IS USED, DEVELOPED OR OBTAINED BY THE COMPANY IN CONNECTION WITH
ITS BUSINESS, INCLUDING BUT NOT LIMITED TO (I) INFORMATION, OBSERVATIONS AND
DATA OBTAINED BY THE EXECUTIVE WHILE EMPLOYED BY THE COMPANY (INCLUDING THOSE
OBTAINED PRIOR TO THE DATE OF THIS AGREEMENT) CONCERNING THE BUSINESS OR AFFAIRS
OF THE COMPANY, (II) PRODUCTS OR SERVICES, (III) FEES, COSTS AND PRICING
STRUCTURES, (IV) DESIGNS, (V) ANALYSES, (VI) DRAWINGS, PHOTOGRAPHS AND REPORTS,
(VII) COMPUTER SOFTWARE, INCLUDING OPERATING SYSTEMS, APPLICATIONS AND PROGRAM
LISTINGS, (VIII) FLOW CHARTS, MANUALS AND DOCUMENTATION, (IX) DATA BASES, (X)
ACCOUNTING AND BUSINESS METHODS, (XI) INVENTIONS, DEVICES, NEW DEVELOPMENTS,
METHODS AND PROCESSES, WHETHER PATENTABLE OR UNPATENTABLE AND WHETHER OR NOT
REDUCED TO PRACTICE, (XII) CUSTOMERS AND CLIENTS AND CUSTOMER OR CLIENT LISTS,
(XIII) OTHER COPYRIGHTABLE WORKS, (XIV) ALL PRODUCTION METHODS, PROCESSES,
TECHNOLOGY AND TRADE SECRETS, AND (XV) ALL SIMILAR AND RELATED INFORMATION IN
WHATEVER FORM.
CONFIDENTIAL INFORMATION WILL NOT INCLUDE ANY INFORMATION THAT
HAS BEEN PUBLISHED IN A FORM GENERALLY AVAILABLE TO THE PUBLIC PRIOR TO THE DATE
THE EXECUTIVE PROPOSES TO DISCLOSE OR USE SUCH INFORMATION.
CONFIDENTIAL
INFORMATION WILL NOT BE DEEMED TO HAVE BEEN PUBLISHED MERELY BECAUSE INDIVIDUAL
PORTIONS OF THE INFORMATION HAVE BEEN SEPARATELY PUBLISHED, BUT ONLY IF ALL
MATERIAL FEATURES COMPRISING SUCH INFORMATION HAVE BEEN PUBLISHED IN
COMBINATION.
6.
INVENTIONS AND PATENTS.
(A)
THE EXECUTIVE AGREES THAT ALL INVENTIONS,
INNOVATIONS, IMPROVEMENTS, TECHNICAL INFORMATION, SYSTEMS, SOFTWARE
DEVELOPMENTS, METHODS, DESIGNS, ANALYSES, DRAWINGS, REPORTS, SERVICE MARKS,
TRADEMARKS, TRADENAMES, LOGOS AND ALL SIMILAR OR RELATED INFORMATION (WHETHER
PATENTABLE OR UNPATENTABLE) WHICH RELATES TO THE COMPANY'S OR ANY OF ITS
SUBSIDIARIES' ACTUAL OR ANTICIPATED BUSINESS, RESEARCH AND DEVELOPMENT OR
EXISTING OR FUTURE PRODUCTS OR SERVICES AND WHICH ARE CONCEIVED, DEVELOPED OR
MADE BY THE EXECUTIVE (WHETHER OR NOT DURING USUAL BUSINESS HOURS AND WHETHER OR
NOT ALONE OR IN CONJUNCTION WITH ANY OTHER PERSON) WHILE EMPLOYED BY THE COMPANY
(INCLUDING THOSE CONCEIVED, DEVELOPED OR MADE PRIOR TO THE DATE OF THIS
AGREEMENT) TOGETHER WITH ALL PATENT APPLICATIONS, LETTERS PATENT, TRADEMARK,
TRADENAME AND SERVICE MARK APPLICATIONS OR REGISTRATIONS, COPYRIGHTS AND
REISSUES THEREOF THAT MAY BE GRANTED FOR OR UPON ANY OF THE FOREGOING
(COLLECTIVELY REFERRED TO HEREIN AS, THE "WORK PRODUCT") BELONG TO THE COMPANY
OR SUCH SUBSIDIARY.
THE EXECUTIVE WILL PROMPTLY DISCLOSE SUCH WORK PRODUCT AS
MAY BE SUSCEPTIBLE OF SUCH MANNER OF COMMUNICATION TO THE BOARD AND PERFORM ALL
ACTIONS REASONABLY REQUESTED BY THE BOARD (WHETHER