AGREES THAT ALL
COMPANY PROPRIETARY AND CONFIDENTIAL INFORMATION LEARNED OR DEVELOPED BY
EXECUTIVE DURING PAST EMPLOYMENT WITH THE COMPANY AND ALL GOODWILL DEVELOPED
WITH THE COMPANY'S CLIENTS, CUSTOMERS AND OTHER BUSINESS CONTACTS BY EXECUTIVE
DURING PAST EMPLOYMENT WITH THE COMPANY IS NOW THE EXCLUSIVE PROPERTY OF THE
COMPANY, AND WILL BE USED ONLY FOR THE BENEFIT OF THE COMPANY, WHETHER
PREVIOUSLY SO AGREED OR NOT. EXECUTIVE EXPRESSLY WAIVES AND RELEASES ANY CLAIM
OR ALLEGATION THAT HE SHOULD BE ABLE TO USE CLIENT AND CUSTOMER GOODWILL,
SPECIALIZED COMPANY TRAINING, OR CONFIDENTIAL INFORMATION, THAT WAS PREVIOUSLY
RECEIVED OR DEVELOPED BY EXECUTIVE WHILE WORKING FOR THE COMPANY FOR THE BENEFIT
OF ANY COMPETING PERSON OR ENTITY.
6
9.
RETURN OF COMPANY PROPERTY.
EXECUTIVE ACKNOWLEDGES THAT ALL
MEMORANDA, NOTES, CORRESPONDENCE, DATABASES, DISCS, RECORDS, REPORTS, MANUALS,
BOOKS, PAPERS, LETTERS, CD ROMS, KEYS, PASSWORDS AND ACCESS CODES,
CLIENT/CUSTOMER/VENDOR/SUPPLIER PROFILE DATA, CONTRACTS, ORDERS, AND LISTS,
SOFTWARE PROGRAMS, INFORMATION AND RECORDS, AND OTHER DOCUMENTATION (WHETHER IN
DRAFT OR FINAL FORM) RELATING TO THE COMPANY'S BUSINESS, AND ANY AND ALL OTHER
DOCUMENTS CONTAINING CONFIDENTIAL INFORMATION FURNISHED TO EXECUTIVE BY ANY
REPRESENTATIVE OF THE COMPANY OR OTHERWISE ACQUIRED OR DEVELOPED BY HIM IN
CONNECTION WITH HIS ASSOCIATION WITH THE COMPANY (COLLECTIVELY, "RECIPIENT
MATERIALS") SHALL AT ALL TIMES BE THE PROPERTY OF THE COMPANY. WITHIN
TWENTY-FOUR (24) HOURS OF THE TERMINATION OF HIS RELATIONSHIP WITH THE COMPANY,
EXECUTIVE PROMISES TO RETURN TO THE COMPANY ANY RECIPIENT MATERIALS THAT ARE IN
HIS POSSESSION, CUSTODY OR CONTROL, REGARDLESS OF WHETHER SUCH MATERIALS ARE
LOCATED IN EXECUTIVE'S OFFICE, AUTOMOBILE, OR HOME OR ON EXECUTIVE'S BUSINESS OR
PERSONAL COMPUTERS. EXECUTIVE ALSO SHALL AUTHORIZE AND PERMIT THE COMPANY TO
INSPECT ALL COMPUTER DRIVES USED OR MAINTAINED BY EXECUTIVE DURING HIS
EMPLOYMENT OR CONSULTING AT THE COMPANY AND, IF NECESSARY, TO PERMIT THE COMPANY
TO DELETE ANY RECIPIENT MATERIALS OR PROPRIETARY INFORMATION CONTAINED ON SUCH
DRIVES.
10.
PROTECTIVE COVENANTS.
EXECUTIVE AGREES THAT THE FOLLOWING
COVENANTS ARE REASONABLE AND NECESSARY AGREEMENTS FOR THE PROTECTION OF THE
BUSINESS INTERESTS COVERED IN THE FULLY ENFORCEABLE, ANCILLARY AGREEMENTS SET
FORTH IN THIS AGREEMENT:
(A)
DEFINITIONS.
"COMPETING BUSINESS" MEANS ANY PERSON OR ENTITY
THAT PROVIDES SERVICES OR PRODUCTS THAT WOULD COMPETE WITH OR DISPLACE ANY
SERVICES OR PRODUCTS SOLD OR BEING DEVELOPED FOR SALE BY THE COMPANY DURING THE
TERM OF THIS AGREEMENT, OR ENGAGES IN ANY OTHER ACTIVITIES SO SIMILAR IN NATURE
OR PURPOSE TO THOSE OF THE COMPANY THAT THEY WOULD DISPLACE BUSINESS
OPPORTUNITIES OR CUSTOMERS OF THE COMPANY.
(B)
RECORDKEEPING AND HANDLING OF COVERED ITEMS.
EXECUTIVE AGREES
TO KEEP AND MAINTAIN CURRENT WRITTEN RECORDS OF ALL CUSTOMER CONTACTS,
INVENTIONS, ENHANCEMENT, AND PLANS HE DEVELOPS REGARDING MATTERS THAT ARE WITHIN
THE SCOPE OF THE COMPANY'S BUSINESS OPERATIONS OR THAT RELATE TO RESEARCH AND
DEVELOPMENT ON BEHALF OF THE COMPANY, AND AGREES TO MAINTAIN ANY RECORDS
NECESSARY TO INFORM THE COMPANY OF SUCH BUSINESS OPPORTUNITIES. ALL COMPANY
INFORMATION AND OTHER COMPANY DOCUMENTS AND MATERIALS MAINTAINED OR ENTRUSTED TO
EXECUTIVE SHALL REMAIN THE EXCLUSIVE PROPERTY OF THE COMPANY AT ALL TIMES;