HAS EXPIRED WITHOUT ANY VIOLATION OF SUCH PROVISIONS.
5.3
INTERPRETATION.
IF ANY RESTRICTION SET FORTH IN SECTION 5.1 IS
FOUND BY ANY COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE BECAUSE IT
EXTENDS FOR TOO LONG A PERIOD OF TIME OR OVER TOO GREAT A RANGE OF ACTIVITIES OR
IN TOO BROAD A GEOGRAPHIC AREA, IT SHALL BE INTERPRETED TO EXTEND ONLY OVER THE
MAXIMUM PERIOD OF TIME, RANGE OF ACTIVITIES OR GEOGRAPHIC AREA AS TO WHICH IT
MAY BE ENFORCEABLE.
5.4
EQUITABLE REMEDIES.
THE RESTRICTIONS CONTAINED IN THIS SECTION 5
ARE NECESSARY FOR THE PROTECTION OF THE BUSINESS AND GOODWILL OF THE COMPANY AND
ARE CONSIDERED BY YOU TO BE REASONABLE FOR SUCH PURPOSE.
YOU AGREE THAT ANY
BREACH OF THIS SECTION 5 IS LIKELY TO CAUSE THE COMPANY SUBSTANTIAL AND
IRREVOCABLE DAMAGE WHICH IS DIFFICULT TO MEASURE.
THEREFORE, IN THE EVENT OF
ANY SUCH BREACH OR THREATENED BREACH, YOU AGREE THAT THE COMPANY, IN ADDITION TO
SUCH OTHER REMEDIES WHICH MAY BE AVAILABLE, SHALL HAVE THE RIGHT TO OBTAIN AN
INJUNCTION FROM A COURT RESTRAINING SUCH A BREACH OR THREATENED BREACH AND THE
RIGHT TO SPECIFIC PERFORMANCE OF THE PROVISIONS OF THIS SECTION 5 AND YOU HEREBY
WAIVE THE ADEQUACY OF A REMEDY AT LAW AS A DEFENSE TO SUCH RELIEF.
6.
Proprietary Information and Developments.
6.1
PROPRIETARY INFORMATION.
(A)
YOU AGREE THAT ALL INFORMATION, WHETHER OR NOT IN WRITING, OF A
PRIVATE, SECRET OR CONFIDENTIAL NATURE CONCERNING THE COMPANY'S BUSINESS,
BUSINESS RELATIONSHIPS OR FINANCIAL AFFAIRS (COLLECTIVELY, "PROPRIETARY
INFORMATION") IS AND SHALL BE THE EXCLUSIVE PROPERTY OF THE COMPANY.
BY WAY OF
ILLUSTRATION, BUT NOT LIMITATION, PROPRIETARY INFORMATION MAY INCLUDE
INVENTIONS, PRODUCTS, PROCESSES, METHODS, TECHNIQUES, FORMULAS, COMPOSITIONS,
COMPOUNDS, PROJECTS, DEVELOPMENTS, PLANS, RESEARCH DATA, CLINICAL DATA,
FINANCIAL DATA, PERSONNEL DATA, COMPUTER PROGRAMS, CUSTOMER AND SUPPLIER LISTS,
AND CONTACTS AT OR KNOWLEDGE OF CUSTOMERS OR PROSPECTIVE CUSTOMERS OF THE
COMPANY.
YOU WILL NOT DISCLOSE ANY PROPRIETARY INFORMATION TO ANY PERSON OR
ENTITY OTHER THAN
EMPLOYEES OF THE COMPANY OR USE THE SAME FOR ANY PURPOSES OTHER THAN IN THE
PERFORMANCE OF YOUR DUTIES AS AN EMPLOYEE OF THE COMPANY WITHOUT WRITTEN
APPROVAL BY AN OFFICER OF THE COMPANY, EITHER DURING OR AFTER YOUR EMPLOYMENT
WITH THE COMPANY, UNLESS AND UNTIL SUCH PROPRIETARY INFORMATION HAS BECOME
PUBLIC KNOWLEDGE WITHOUT FAULT BY YOU OR UNLESS REQUIRED BY LAW.
(B)
YOU AGREE THAT ALL FILES, LETTERS, MEMORANDA, REPORTS, RECORDS,
DATA, SKETCHES, DRAWINGS, LABORATORY NOTEBOOKS, PROGRAM LISTINGS, OR OTHER
WRITTEN, PHOTOGRAPHIC, OR OTHER TANGIBLE MATERIAL, WHETHER CREATED BY YOU OR
OTHERS, WHICH SHALL COME INTO YOUR CUSTODY OR POSSESSION, SHALL BE AND ARE THE
EXCLUSIVE PROPERTY OF THE COMPANY TO BE USED BY YOU ONLY IN THE PERFORMANCE OF
YOUR DUTIES FOR THE COMPANY.
ALL SUCH MATERIALS OR COPIES THEREOF AND ALL
TANGIBLE PROPERTY OF THE COMPANY IN YOUR CUSTODY OR POSSESSION SHALL BE
DELIVERED TO THE COMPANY, UPON THE EARLIER OF (I) A REQUEST BY THE COMPANY OR
(II) TERMINATION OF YOUR EMPLOYMENT.
AFTER SUCH DELIVERY, YOU SHALL NOT RETAIN
ANY SUCH MATERIALS