TIME OR OVER TOO GREAT A RANGE OF ACTIVITIES OR
IN TOO BROAD A GEOGRAPHIC AREA, IT SHALL BE INTERPRETED TO EXTEND ONLY OVER THE
MAXIMUM PERIOD OF TIME, RANGE OF ACTIVITIES OR GEOGRAPHIC AREA AS TO WHICH IT
MAY BE ENFORCEABLE.
4.4
EQUITABLE REMEDIES.
THE RESTRICTIONS CONTAINED IN THIS SECTION 4
ARE NECESSARY FOR THE PROTECTION OF THE BUSINESS AND GOODWILL OF THE COMPANY AND
ARE CONSIDERED BY YOU TO BE REASONABLE FOR SUCH PURPOSE.
YOU AGREE THAT ANY
BREACH OF THIS SECTION 4 IS LIKELY TO CAUSE THE COMPANY SUBSTANTIAL AND
IRREVOCABLE DAMAGE WHICH IS DIFFICULT TO MEASURE.
THEREFORE, IN THE EVENT OF
ANY SUCH BREACH OR THREATENED BREACH, YOU AGREE THAT THE COMPANY, IN ADDITION TO
SUCH OTHER REMEDIES WHICH MAY BE AVAILABLE, SHALL HAVE THE RIGHT TO OBTAIN AN
INJUNCTION FROM A COURT RESTRAINING SUCH A BREACH OR THREATENED BREACH AND THE
RIGHT TO SPECIFIC PERFORMANCE OF THE PROVISIONS OF THIS SECTION 4 AND YOU HEREBY
WAIVE THE ADEQUACY OF A REMEDY AT LAW AS A DEFENSE TO SUCH RELIEF.
5.
Proprietary Information and Developments.
5.1
PROPRIETARY INFORMATION.
(A)
YOU AGREE THAT ALL INFORMATION, WHETHER OR NOT IN WRITING, OF A
PRIVATE, SECRET OR CONFIDENTIAL NATURE CONCERNING THE COMPANY'S BUSINESS,
BUSINESS RELATIONSHIPS OR FINANCIAL AFFAIRS (COLLECTIVELY, "PROPRIETARY
INFORMATION") IS AND SHALL BE THE EXCLUSIVE PROPERTY
5
OF THE COMPANY.
BY WAY OF ILLUSTRATION, BUT NOT LIMITATION, PROPRIETARY
INFORMATION MAY INCLUDE INVENTIONS, PRODUCTS, PROCESSES, METHODS, TECHNIQUES,
FORMULAS, COMPOSITIONS, COMPOUNDS, PROJECTS, DEVELOPMENTS, PLANS, RESEARCH DATA,
CLINICAL DATA, FINANCIAL DATA, PERSONNEL DATA, COMPUTER PROGRAMS, CUSTOMER AND
SUPPLIER LISTS, AND CONTACTS AT OR KNOWLEDGE OF CUSTOMERS OR PROSPECTIVE
CUSTOMERS OF THE COMPANY.
YOU WILL NOT DISCLOSE ANY PROPRIETARY INFORMATION TO
ANY PERSON OR ENTITY OTHER THAN EMPLOYEES OF THE COMPANY OR USE THE SAME FOR ANY
PURPOSES OTHER THAN IN THE PERFORMANCE OF YOUR DUTIES AS AN EMPLOYEE OF THE
COMPANY WITHOUT WRITTEN APPROVAL BY AN OFFICER OF THE COMPANY, EITHER DURING OR
AFTER YOUR EMPLOYMENT WITH THE COMPANY, UNLESS AND UNTIL SUCH PROPRIETARY
INFORMATION HAS BECOME PUBLIC KNOWLEDGE WITHOUT FAULT BY YOU OR UNLESS REQUIRED
BY LAW.
(B)
YOU AGREE THAT ALL FILES, LETTERS, MEMORANDA, REPORTS, RECORDS,
DATA, SKETCHES, DRAWINGS, LABORATORY NOTEBOOKS, PROGRAM LISTINGS, OR OTHER
WRITTEN, PHOTOGRAPHIC, OR OTHER TANGIBLE MATERIAL, WHETHER CREATED BY YOU OR
OTHERS, WHICH SHALL COME INTO YOUR CUSTODY OR POSSESSION, SHALL BE AND ARE THE
EXCLUSIVE PROPERTY OF THE COMPANY TO BE USED BY YOU ONLY IN THE PERFORMANCE OF
YOUR DUTIES FOR THE COMPANY.
ALL SUCH MATERIALS OR COPIES THEREOF AND ALL
TANGIBLE PROPERTY OF THE COMPANY IN YOUR CUSTODY OR POSSESSION SHALL BE
DELIVERED TO THE COMPANY, UPON THE EARLIER OF (I) A REQUEST BY THE COMPANY OR
(II) TERMINATION OF YOUR EMPLOYMENT.
AFTER SUCH DELIVERY, YOU SHALL NOT RETAIN
ANY SUCH MATERIALS OR COPIES THEREOF OR ANY SUCH TANGIBLE PROPERTY.
(C)
YOU AGREE THAT YOUR OBLIGATION NOT TO DISCLOSE OR TO USE
INFORMATION AND MATERIALS OF THE TYPES SET FORTH IN PARAGRAPHS (A) AND
(B) ABOVE, AND YOUR OBLIGATION