THE COMPANY AGREES AND COVENANTS TO:
(1) PROVIDE TO EXECUTIVE CONFIDENTIAL INFORMATION OF THE COMPANY THAT WILL
ENABLE EXECUTIVE TO OPTIMIZE THE PERFORMANCE OF EXECUTIVE'S DUTIES TO THE
COMPANY; (2) PROVIDE EXECUTIVE WITH SPECIALIZED TRAINING; AND (3) PROVIDE
EXECUTIVE WITH GOODWILL SUPPORT SUCH AS EXPENSE REIMBURSEMENTS IN ACCORDANCE
WITH COMPANY POLICY LIMITS, CONFIDENTIAL INFORMATION, AND/OR CONTACT WITH
CLIENTS, CUSTOMERS OR BUSINESS ASSOCIATES, IN ORDER TO HELP EXECUTIVE DEVELOP
GOODWILL FOR THE COMPANY.
THE FOREGOING IS NOT CONTINGENT UPON EXECUTIVE'S
CONTINUED EMPLOYMENT FOR ANY LENGTH OF TIME, BUT IS CONTINGENT UPON EXECUTIVE'S
FULL COMPLIANCE WITH THE RESTRICTIONS CONTAINED HEREIN.
5
EXECUTIVE AGREES AT ALL TIMES DURING THE TERM OF EXECUTIVE'S EMPLOYMENT AND
THEREAFTER TO HOLD IN STRICTEST CONFIDENCE, AND NOT TO USE, EXCEPT FOR THE
BENEFIT OF THE COMPANY, OR TO DISCLOSE TO ANY PERSON, FIRM OR CORPORATION
WITHOUT WRITTEN AUTHORIZATION OF THE COMPANY'S BOARD OF DIRECTORS, ANY OF THE
COMPANY'S CONFIDENTIAL INFORMATION.
EXECUTIVE UNDERSTANDS THAT "CONFIDENTIAL
INFORMATION" MEANS ANY INFORMATION THAT RELATES TO THE COMPANY'S ACTUAL OR
ANTICIPATED BUSINESS OR RESEARCH AND DEVELOPMENT, TECHNICAL DATA, TRADE SECRETS
OR KNOW-HOW, INCLUDING, BUT NOT LIMITED TO, RESEARCH, PRODUCT PLANS OR OTHER
INFORMATION REGARDING THE COMPANY'S PRODUCTS OR SERVICES AND MARKETS THEREFOR,
CUSTOMER LISTS AND CUSTOMERS (INCLUDING, BUT NOT LIMITED TO, THE COMPANY'S
CUSTOMERS ON WHOM EXECUTIVE CALLED OR WITH WHOM EXECUTIVE BECAME ACQUAINTED
DURING THE TERM OF EXECUTIVE'S EMPLOYMENT), SOFTWARE, DEVELOPMENTS, INVENTIONS,
PROCESSES, FORMULAS, TECHNOLOGY, DESIGNS, DRAWINGS, ENGINEERING, HARDWARE
CONFIGURATION INFORMATION, MARKETING, FINANCES OR OTHER BUSINESS INFORMATION.
EXECUTIVE FURTHER UNDERSTANDS THAT CONFIDENTIAL INFORMATION DOES NOT INCLUDE ANY
OF THE FOREGOING ITEMS THAT IS OR BECOMES PUBLICLY KNOWN THROUGH NO WRONGFUL ACT
OR OMISSION OF EXECUTIVE OR OF OTHERS WHO WERE UNDER CONFIDENTIALITY OBLIGATIONS
AS TO THE ITEM OR ITEMS INVOLVED.
EXECUTIVE ACKNOWLEDGES THAT THE COMPANY WOULD
NOT EMPLOY HIM OR PROVIDE HIM WITH ACCESS TO ITS CONFIDENTIAL INFORMATION BUT
FOR HIS COVENANTS OR PROMISES CONTAINED IN THIS SECTION.
(B)
THIRD-PARTY INFORMATION.
EXECUTIVE ACKNOWLEDGES THAT COMPANY HAS
RECEIVED AND IN THE FUTURE WILL RECEIVE FROM THIRD PARTIES THEIR CONFIDENTIAL
INFORMATION SUBJECT TO A DUTY ON COMPANY'S PART TO MAINTAIN THE CONFIDENTIALITY
OF THIS INFORMATION AND TO USE IT ONLY FOR CERTAIN LIMITED PURPOSES.
EXECUTIVE
AGREES THAT HE OWES COMPANY AND THESE THIRD PARTIES, DURING HIS MPLOYMENT WITH
THE COMPANY AND THEREAFTER, A DUTY TO HOLD ALL SUCH CONFIDENTIAL INFORMATION IN
THE STRICTEST CONFIDENCE AND NOT TO DISCLOSE OR USE IT, EXCEPT AS NECESSARY TO
PERFORM HIS OBLIGATIONS HEREUNDER AND AS IS CONSISTENT WITH COMPANY'S AGREEMENT
WITH THIRD PARTIES.
7.
INVENTIONS.
(A)
INVENTIONS RETAINED AND LICENSED.
EXECUTIVE HAS ATTACHED HERETO
AS EXHIBIT F A LIST DESCRIBING ALL INVENTIONS, ORIGINAL WORKS OF AUTHORSHIP,
DEVELOPMENTS, IMPROVEMENTS AND TRADE SECRETS THAT (I) WERE MADE BY EXECUTIVE
PRIOR TO HIS EMPLOYMENT WITH THE COMPANY, (II) BELONG TO EXECUTIVE, (III) RELATE
TO THE COMPANY'S PROPOSED BUSINESS, PRODUCTS OR RESEARCH AND DEVELOPMENT, AND
(IV) ARE NOT ASSIGNED TO THE COMPANY HEREUNDER (COLLECTIVELY, "PRIOR
INVENTIONS"); OR, IF NO SUCH LIST IS ATTACHED, EXECUTIVE REPRESENTS THAT THERE
ARE NO SUCH PRIOR