OF THEM DURING EXECUTIVE'S EMPLOYMENT, AS WELL AS
DEVELOPMENT, TRANSITION AND TRANSFORMATION PLANS, METHODOLOGIES AND METHODS OF
DOING BUSINESS, STRATEGIC, MARKETING AND EXPANSION PLANS, INCLUDING PLANS
REGARDING PLANNED AND POTENTIAL SALES, FINANCIAL AND BUSINESS PLANS, EMPLOYEE
LISTS AND TELEPHONE NUMBERS, LOCATIONS OF SALES REPRESENTATIVES, NEW AND
EXISTING PROGRAMS AND SERVICES, PRICES AND TERMS, CUSTOMER SERVICE, INTEGRATION
PROCESSES, REQUIREMENTS AND COSTS OF PROVIDING SERVICE, SUPPORT AND
3
EQUIPMENT.
THEREFORE, EXECUTIVE AGREES THAT HE SHALL NOT DISCLOSE TO ANY
UNAUTHORIZED PERSON OR USE FOR HIS OWN ACCOUNT ANY OF SUCH CONFIDENTIAL
INFORMATION, UNLESS AND TO THE EXTENT THAT ANY CONFIDENTIAL INFORMATION
(I) BECOMES GENERALLY KNOWN TO AND AVAILABLE FOR USE BY THE PUBLIC OTHER THAN AS
A RESULT OF EXECUTIVE'S ACTS OR OMISSIONS TO ACT OR (II) IS REQUIRED TO BE
DISCLOSED PURSUANT TO ANY APPLICABLE LAW OR COURT ORDER.
EXECUTIVE AGREES TO
DELIVER TO THE COMPANY ALL MEMORANDA, NOTES, PLANS, RECORDS, REPORTS AND OTHER
DOCUMENTS (AND COPIES THEREOF) RELATING TO THE BUSINESS OF THE COMPANY OR ITS
SUBSIDIARIES (INCLUDING, WITHOUT LIMITATION, ALL CONFIDENTIAL INFORMATION) THAT
HE MAY THEN POSSESS OR HAVE UNDER HIS CONTROL.
(B)
OWNERSHIP OF INTELLECTUAL PROPERTY.
EXECUTIVE AGREES TO MAKE PROMPT AND FULL DISCLOSURE TO THE COMPANY OR ITS
SUBSIDIARIES, AS THE CASE MAY BE, OF ALL IDEAS, DISCOVERIES, TRADE SECRETS,
INVENTIONS, INNOVATIONS, IMPROVEMENTS, DEVELOPMENTS, METHODS OF DOING BUSINESS,
PROCESSES, PROGRAMS, DESIGNS, ANALYSES, DRAWINGS, REPORTS, DATA, SOFTWARE,
FIRMWARE, LOGOS AND ALL SIMILAR OR RELATED INFORMATION
(WHETHER OR NOT
PATENTABLE AND WHETHER OR NOT REDUCED TO PRACTICE) THAT RELATE TO THE COMPANY'S
OR ITS SUBSIDIARIES' ACTUAL OR ANTICIPATED BUSINESS, RESEARCH AND DEVELOPMENT,
OR EXISTING OR FUTURE PRODUCTS OR SERVICES AND THAT ARE CONCEIVED, DEVELOPED,
ACQUIRED, CONTRIBUTED TO, MADE, OR REDUCED TO PRACTICE BY EXECUTIVE (EITHER
SOLELY OR JOINTLY WITH OTHERS) WHILE EMPLOYED BY THE COMPANY OR ITS SUBSIDIARIES
AND FOR A PERIOD THEREAFTER ENDING ON THE SECOND ANNIVERSARY OF THE RESIGNATION
DATE (COLLECTIVELY, "WORK PRODUCT").
ANY COPYRIGHTABLE WORK FALLING WITHIN THE
DEFINITION OF WORK PRODUCT SHALL BE DEEMED A "WORK MADE FOR HIRE" UNDER THE
COPYRIGHT LAWS OF THE UNITED STATES, AND OWNERSHIP OF ALL RIGHTS THEREIN SHALL
VEST IN THE COMPANY OR ITS SUBSIDIARY. TO THE EXTENT THAT ANY WORK PRODUCT IS
NOT DEEMED TO BE A "WORK MADE FOR HIRE," EXECUTIVE HEREBY ASSIGNS AND AGREES TO
ASSIGN TO THE COMPANY OR SUCH SUBSIDIARY ALL RIGHT, TITLE AND INTEREST,
INCLUDING WITHOUT LIMITATION, THE INTELLECTUAL PROPERTY RIGHTS THAT EXECUTIVE
MAY HAVE IN AND TO SUCH WORK PRODUCT.
EXECUTIVE SHALL PROMPTLY PERFORM ALL
ACTIONS REASONABLY REQUESTED BY THE BOARD TO ESTABLISH AND CONFIRM THE COMPANY'S
OR SUCH SUBSIDIARY'S OWNERSHIP (INCLUDING, WITHOUT LIMITATION, PROVIDING
TESTIMONY AND EXECUTING ASSIGNMENTS, CONSENTS, POWERS OF ATTORNEY, AND OTHER
INSTRUMENTS).
(C)
THIRD PARTY INFORMATION. EXECUTIVE
UNDERSTANDS THAT THE COMPANY AND ITS SUBSIDIARIES HAVE RECEIVED FROM THIRD
PARTIES CONFIDENTIAL OR PROPRIETARY INFORMATION ("THIRD PARTY INFORMATION")
SUBJECT TO A DUTY ON THE COMPANY'S AND ITS SUBSIDIARIES' PART TO MAINTAIN THE
CONFIDENTIALITY OF SUCH INFORMATION AND TO USE IT ONLY FOR CERTAIN LIMITED
PURPOSES.
WITHOUT IN ANY WAY