OF THE COMPANY OR (B) ALL
OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY.
3
CONFIDENTIAL INFORMATION.
DISCLOSURE AND USE. EXECUTIVE SHALL NOT DISCLOSE OR USE AT ANY TIME, EITHER
DURING OR AFTER EXECUTIVE'S EMPLOYMENT WITH THE COMPANY OR ANY OTHER DIRECT OR
INDIRECT SUBSIDIARY OF THE COMPANY (COLLECTIVELY REFERRED TO HEREIN AS THE
"COMPANY"), ANY TRADE SECRETS OR OTHER CONFIDENTIAL INFORMATION, WHETHER
PATENTABLE OR NOT, OF THE COMPANY, INCLUDING BUT NOT LIMITED TO, TECHNICAL OR
NON-TECHNICAL DATA, A FORMULA, PATTERN, COMPILATION, PROGRAM, DEVICE, METHOD,
TECHNIQUE, DRAWING, PROCESS, FINANCIAL DATA, OR LIST OF ACTUAL OR POTENTIAL
CUSTOMERS OR SUPPLIERS, OF WHICH EXECUTIVE IS OR BECOMES INFORMED OR AWARE
DURING HIS EMPLOYMENT, WHETHER OR NOT DEVELOPED BY EXECUTIVE, EXCEPT (I) AS MAY
BE REQUIRED FOR EXECUTIVE TO PERFORM HIS EMPLOYMENT DUTIES WITH THE COMPANY;
(II) TO THE EXTENT SUCH INFORMATION HAS BEEN DISCLOSED TO EXECUTIVE BY A THIRD
PARTY WHO IS NOT SUBJECT TO RESTRICTION ON THE DISSEMINATION OF SUCH INFORMATION
OR BECOMES GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS A RESULT OF A
DISCLOSURE BY A PARTY WHO IS NOT SUBJECT TO RESTRICTION ON THE DISSEMINATION OF
SUCH INFORMATION; (III) INFORMATION WHICH MUST BE DISCLOSED AS A RESULT OF A
SUBPOENA OR OTHER LEGAL PROCESS, AFTER THE COMPANY HAS HAD THE OPPORTUNITY TO
REQUEST A SUITABLE PROTECTIVE ORDER FOR SUCH INFORMATION, OR (IV) UNLESS
EXECUTIVE SHALL FIRST SECURE THE COMPANY'S PRIOR WRITTEN AUTHORIZATION.
THIS
COVENANT SHALL SURVIVE THE TERMINATION OF EXECUTIVE'S EMPLOYMENT WITH THE
COMPANY, AND SHALL REMAIN IN EFFECT AND BE ENFORCEABLE AGAINST EXECUTIVE FOR SO
LONG AS ANY SUCH COMPANY SECRET OR CONFIDENTIAL INFORMATION RETAINS ECONOMIC
VALUE, WHETHER ACTUAL OR POTENTIAL, FROM NOT BEING GENERALLY KNOWN TO OTHER
PERSONS WHO CAN OBTAIN ECONOMIC VALUE FROM ITS DISCLOSURE OR USE. EXECUTIVE
SHALL EXECUTE SUCH REASONABLE FURTHER AGREEMENTS OF EXECUTIVE'S OBLIGATIONS TO
THE COMPANY CONCERNING NON-DISCLOSURE OF COMPANY TRADE SECRETS AND CONFIDENTIAL
INFORMATION AS THE COMPANY MAY REQUIRE FROM TIME TO TIME.
RETURN OF MATERIALS. UPON TERMINATION OF THE EMPLOYMENT TERM, EXECUTIVE (OR IN
THE EVENT OF TERMINATION DUE TO EXECUTIVE'S DEATH, HIS ESTATE OR DEVISEE,
LEGATEE OR OTHER DESIGNEE, AS APPLICABLE) SHALL PROMPTLY DELIVER TO THE COMPANY
ALL ASSETS OF THE COMPANY, INCLUDING MATERIALS OF A SECRET OR CONFIDENTIAL
NATURE RELATING TO THE COMPANY'S BUSINESS, WHICH ARE IN THE POSSESSION OR UNDER
THE CONTROL OF EXECUTIVE.
INVENTIONS AND DISCOVERIES.
Executive hereby assigns to the Company all of his rights, title and interest in
and to all inventions, discoveries, processes, designs and other intellectual
property, including without limitation, copyrights, patents, trademarks and
trade names (hereinafter referred to collectively as the "Inventions"), and all
improvements on existing Inventions made or discovered by Executive during the
Employment Term. Promptly upon the development or making of any such Invention
or improvement thereon, Executive shall disclose the same to the Company and
shall execute and deliver to the Company such reasonable documents as the
Company may request to confirm the assignment of Executive's rights therein and,
if requested by the Company, shall