SECTION 8 PROVE TO BE FALSE,
THEN FOLLOWING DISCOVERY OF THE VIOLATION OR FALSEHOOD, EXECUTIVE SHALL
IMMEDIATELY PAY AND TURN OVER TO RESO ANY AND ALL SOFTWARE, SOFTWARE PROGRAMS,
OTHER WORK PRODUCT, COPYRIGHTS, DOMAIN NAMES, CONTRACT RIGHTS, ACCOUNTS
RECEIVABLE, CASH, STOCK, OPTIONS, WARRANTS, MEMBERSHIP INTERESTS, OTHER
INTERESTS, SALARY, BONUSES, ROYALTIES, COMMISSIONS, FEES AND ANY AND ALL OTHER
ASSETS, CONSIDERATION AND COMPENSATION OF ANY NATURE WHATSOEVER WHICH HAS BEEN
OBTAINED BY EXECUTIVE OR ANY OF HIS IMMEDIATE FAMILY MEMBERS OR AFFILIATES
(DIRECTLY OR INDIRECTLY, LEGALLY OR BENEFICIALLY) IN REGARD TO SUCH VIOLATION.
9.
NONDISCLOSURE OF PROPRIETARY
INFORMATION.
EXECUTIVE SHALL NOT, EITHER DURING OR AFTER HIS EMPLOYMENT WITH
RESO, DISCLOSE TO ANYONE OUTSIDE RESO OR USE OTHER THAN FOR THE PURPOSE OF THE
BUSINESS, ANY PROPRIETARY INFORMATION OR ANY INFORMATION RECEIVED IN CONFIDENCE
BY RESO FROM ANY THIRD PARTY. FOR PURPOSES OF THIS AGREEMENT, "PROPRIETARY
INFORMATION" IS INFORMATION AND DATA, WHETHER IN ORAL, WRITTEN, GRAPHIC, OR
MACHINE-READABLE FORM RELATING TO RESO'S PAST, PRESENT AND FUTURE BUSINESSES,
INCLUDING, BUT NOT LIMITED TO, COMPUTER PROGRAMS, ROUTINES, SOURCE CODE, OBJECT
CODE, DATA, INFORMATION, DOCUMENTATION, KNOW-HOW, TECHNOLOGY, DESIGNS,
PROCEDURES, FORMULAS, DISCOVERIES, INVENTIONS, TRADE SECRETS, IMPROVEMENTS,
CONCEPTS, IDEAS, PRODUCT PLANS, RESEARCH AND DEVELOPMENT, PERSONNEL INFORMATION,
FINANCIAL INFORMATION, CUSTOMER LISTS AND MARKETING PROGRAMS AND INCLUDING,
WITHOUT LIMITATION, ALL DOCUMENTS MARKED AS CONFIDENTIAL OR PROPRIETARY AND/OR
CONTAINING SUCH
5
INFORMATION, WHICH RESO HAS ACQUIRED OR DEVELOPED AND WHICH HAS NOT BEEN MADE
PUBLICLY AVAILABLE BY RESO.
10.
RETURN OF DOCUMENTS.
UPON THE TERMINATION
OF EXECUTIVE'S EMPLOYMENT WITH RESO OR UPON THE EARLIER REQUEST OF RESO,
EXECUTIVE SHALL RETURN TO RESO ALL MATERIALS BELONGING TO RESO, INCLUDING ALL
MATERIALS CONTAINING OR RELATING TO ANY PROPRIETARY INFORMATION IN ANY WRITTEN
OR TANGIBLE FORM THAT EXECUTIVE MAY HAVE IN HIS POSSESSION OR CONTROL.
11.
OWNERSHIP OF WORK PRODUCT.
EXECUTIVE HEREBY
ASSIGNS TO RESO HIS ENTIRE RIGHT, TITLE AND INTEREST IN ALL "DEVELOPMENTS".
"DEVELOPMENTS" MEANS ANY IDEA, INVENTION, DESIGN OF A USEFUL ARTICLE (WHETHER
THE DESIGN IS ORNAMENTAL OR OTHERWISE), COMPUTER PROGRAM INCLUDING SOURCE CODE
AND OBJECT CODE AND RELATED DOCUMENTATION, AND ANY OTHER WORK OF AUTHORSHIP, OR
AUDIO/VISUAL WORK, WRITTEN, MADE OR CONCEIVED SOLELY OR JOINTLY BY EXECUTIVE
DURING EXECUTIVE'S EMPLOYMENT WITH RESO, WHETHER OR NOT PATENTABLE, SUBJECT TO
COPYRIGHT OR SUSCEPTIBLE TO OTHER FORMS OF PROTECTION THAT RELATE TO THE ACTUAL
OR ANTICIPATED BUSINESSES OR RESEARCH OR DEVELOPMENT OF RESO, OR ARE SUGGESTED
BY OR RESULT FROM ANY TASK ASSIGNED TO EXECUTIVE OR WORK PERFORMED BY EXECUTIVE
FOR OR ON BEHALF OF RESO. EXECUTIVE ACKNOWLEDGES THAT THE COPYRIGHTS IN
DEVELOPMENTS CREATED BY HIM IN THE SCOPE OF HIS EMPLOYMENT BELONG TO RESO BY
OPERATION OF THE LAW, OR MAY BELONG TO A CUSTOMER OF RESO PURSUANT TO A CONTRACT
BETWEEN RESO AND SUCH CUSTOMER. IN CONNECTION WITH ANY OF THE DEVELOPMENTS
ASSIGNED ABOVE, EXECUTIVE AGREES TO PROMPTLY DISCLOSE THEM TO RESO, AND
EXECUTIVE AGREES, ON THE REQUEST OF RESO, TO PROMPTLY EXECUTE SEPARATE WRITTEN
ASSIGNMENTS TO RESO AND TO DO ALL THINGS REASONABLY NECESSARY TO ENABLE RESO TO
SECURE PATENTS,