LIVING OR
OTHERWISE SHOULD BE HELD VOID OR UNENFORCEABLE.
12
(E)
FOR PURPOSES OF THIS SECTION 7.1, "COVERED
TIME" SHALL MEAN THE PERIOD BEGINNING ON THE DATE OF TERMINATION OF EXECUTIVE'S
EMPLOYMENT (THE "DATE OF TERMINATION") AND ENDING TWELVE MONTHS AFTER THE DATE
OF TERMINATION.
7.2
PROPRIETARY INFORMATION; INVENTIONS.
(A)
EXECUTIVE ACKNOWLEDGES THAT DURING THE
COURSE OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY EXECUTIVE NECESSARILY WILL
HAVE (AND DURING ANY EMPLOYMENT BY THE COMPANY PRIOR TO THE TERM HAS HAD) ACCESS
TO AND MAKE USE OF PROPRIETARY INFORMATION AND CONFIDENTIAL RECORDS OF THE
COMPANY.
EXECUTIVE COVENANTS THAT EXECUTIVE SHALL NOT DURING THE TERM OR AT ANY
TIME THEREAFTER, DIRECTLY OR INDIRECTLY, USE FOR EXECUTIVE'S OWN PURPOSE OR FOR
THE BENEFIT OF ANY PERSON OR ENTITY OTHER THAN THE COMPANY, NOR OTHERWISE
DISCLOSE TO ANY INDIVIDUAL OR ENTITY, ANY SUCH PROPRIETARY INFORMATION, UNLESS
SUCH DISCLOSURE HAS BEEN AUTHORIZED IN WRITING BY THE COMPANY OR IS OTHERWISE
REQUIRED BY LAW.
THE TERM "PROPRIETARY INFORMATION" MEANS:
(I) THE SOFTWARE
PRODUCTS, PROGRAMS, APPLICATIONS, AND PROCESSES UTILIZED BY THE COMPANY;
(II) THE NAME AND/OR ADDRESS OF ANY CUSTOMER OR VENDOR OF THE COMPANY OR ANY
INFORMATION CONCERNING THE TRANSACTIONS OR RELATIONS OF ANY CUSTOMER OR VENDOR
OF THE COMPANY WITH THE COMPANY; (III) ANY INFORMATION CONCERNING ANY PRODUCT,
TECHNOLOGY, OR PROCEDURE EMPLOYED BY THE COMPANY BUT NOT GENERALLY KNOWN TO ITS
CUSTOMERS OR VENDORS OR COMPETITORS, OR UNDER DEVELOPMENT BY OR BEING TESTED BY
THE COMPANY BUT NOT AT THE TIME OFFERED GENERALLY TO CUSTOMERS OR VENDORS;
(IV) ANY INFORMATION RELATING TO THE COMPANY'S COMPUTER SOFTWARE, COMPUTER
SYSTEMS, PRICING OR MARKETING METHODS, SALES MARGINS, COST OF GOODS, COST OF
MATERIAL, CAPITAL STRUCTURE, OPERATING RESULTS, BORROWING ARRANGEMENTS OR
BUSINESS PLANS; (V) ANY INFORMATION IDENTIFIED AS CONFIDENTIAL OR PROPRIETARY IN
ANY LINE OF BUSINESS ENGAGED IN BY THE COMPANY; (VI) ANY INFORMATION THAT, TO
EXECUTIVE'S ACTUAL KNOWLEDGE, THE COMPANY ORDINARILY MAINTAINS AS CONFIDENTIAL
OR PROPRIETARY; (VII) ANY BUSINESS PLANS, BUDGETS, ADVERTISING OR MARKETING
PLANS; (VIII) ANY INFORMATION CONTAINED IN ANY OF THE COMPANY'S WRITTEN OR ORAL
POLICIES AND PROCEDURES OR MANUALS; (IX) ANY INFORMATION BELONGING TO CUSTOMERS,
VENDORS OR ANY OTHER PERSON OR ENTITY WHICH THE COMPANY, TO EXECUTIVE'S ACTUAL
KNOWLEDGE, HAS AGREED TO HOLD IN CONFIDENCE; AND (X) ALL WRITTEN, GRAPHIC,
ELECTRONIC DATA AND OTHER MATERIAL CONTAINING ANY OF THE FOREGOING.
EXECUTIVE
ACKNOWLEDGES THAT INFORMATION THAT IS NOT NOVEL OR COPYRIGHTED OR PATENTED MAY
NONETHELESS BE PROPRIETARY INFORMATION.
THE TERM "PROPRIETARY INFORMATION"
SHALL NOT INCLUDE INFORMATION GENERALLY KNOWN OR AVAILABLE TO THE PUBLIC OR
GENERALLY KNOWN OR AVAILABLE TO THE INDUSTRY OR INFORMATION THAT BECOMES
AVAILABLE TO EXECUTIVE ON AN UNRESTRICTED, NON-CONFIDENTIAL BASIS FROM A SOURCE
OTHER THAN THE COMPANY OR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS (WITHOUT
BREACH OF ANY OBLIGATION OF CONFIDENTIALITY OF WHICH EXECUTIVE HAS ACTUAL
KNOWLEDGE AT THE TIME OF THE RELEVANT DISCLOSURE BY EXECUTIVE).
(B)
EXECUTIVE AGREES THAT ALL PROCESSES,
TECHNOLOGIES AND INVENTIONS (COLLECTIVELY, "INVENTIONS"), INCLUDING NEW
CONTRIBUTIONS, IMPROVEMENTS, IDEAS AND DISCOVERIES, WHETHER PATENTABLE OR NOT,
CONCEIVED, DEVELOPED, INVENTED OR MADE