LIMIT THE COMPANY'S RIGHT TO ANY ADDITIONAL
LEGAL OR EQUITABLE RELIEF, INCLUDING AN INJUNCTION.
(E)
IN THE EVENT THAT EXECUTIVE BECOMES ENTITLED TO PAYMENTS AND/OR
BENEFITS WHICH WOULD CONSTITUTE "PARACHUTE PAYMENTS" WITHIN THE MEANING OF
SECTION 280G(B)(2) OF THE CODE, THE PROVISIONS OF EXHIBIT B SHALL APPLY.
7.
CONFIDENTIAL INFORMATION; RETURN OF PROPERTY. EXECUTIVE
ACKNOWLEDGES THAT THE INFORMATION, OBSERVATIONS, DATA, STRATEGIC AND DEVELOPMENT
PLANS, FINANCIAL CONDITION, BUSINESS PLANS, CO-DEVELOPER IDENTITIES, BUSINESS
RECORDS, CUSTOMER LISTS, CLIENTS AND SUPPLIERS, PROJECT RECORDS, MARKET REPORTS,
EMPLOYEE LISTS AND BUSINESS MANUALS, POLICIES AND PROCEDURES, INFORMATION
RELATING TO PROCESSES, TECHNOLOGIES OF THEORY AND ALL OTHER INFORMATION THAT
MAY BE DISCLOSED OR OBTAINED BY EXECUTIVE WHILE EMPLOYED BY THE COMPANY AND ITS
AFFILIATES CONCERNING THE BUSINESS OR AFFAIRS OF THE COMPANY OR ANY AFFILIATE
("CONFIDENTIAL INFORMATION") ARE THE PROPERTY OF THE COMPANY OR SUCH AFFILIATE.
THEREFORE, EXECUTIVE AGREES NOT TO DISCLOSE, OTHER THAN IN THE COURSE OF
EXECUTIVE'S ASSIGNED DUTIES AND FOR THE BENEFIT OF THE COMPANY, TO ANY
UNAUTHORIZED PERSON OR USE FOR EXECUTIVE'S OWN PURPOSES ANY CONFIDENTIAL
INFORMATION
6
WITHOUT THE PRIOR WRITTEN CONSENT OF COMPANY, UNLESS AND TO THE EXTENT THAT
(A) THE AFOREMENTIONED MATTERS BECOME GENERALLY KNOWN TO AND AVAILABLE FOR USE
BY THE PUBLIC OTHER THAN AS A RESULT OF EXECUTIVE'S (OR ANY REPRESENTATIVE OF
EXECUTIVE'S) ACTS OR OMISSIONS OR EXECUTIVE IS REQUIRED TO DISCLOSE BY
APPLICABLE LAW, REGULATION OR LEGAL PROCESS (PROVIDED THAT EXECUTIVE PROVIDES
THE COMPANY WITH PRIOR NOTICE OF THE CONTEMPLATED DISCLOSURE AND REASONABLY
COOPERATES WITH THE COMPANY AT ITS EXPENSE IN SEEKING A PROTECTIVE ORDER OR
OTHER APPROPRIATE PROTECTION OF SUCH INFORMATION). EXECUTIVE SHALL DELIVER TO
THE COMPANY AT THE TERMINATION OF THE EMPLOYMENT PERIOD, OR AT ANY OTHER TIME
THE COMPANY MAY REQUEST, ALL OF THE PROPERTY OF THE COMPANY THAT EXECUTIVE
MAY THEN POSSESS OR HAVE UNDER CONTROL, INCLUDING ALL MEMORANDA, NOTES, E-MAILS,
PLANS, RECORDS, REPORTS, COMPUTER DISKS OR TAPES, PRINTOUTS, SOFTWARE, COMPUTER
ACCESS CODES AND OTHER DOCUMENTS AND DATA (AND COPIES OR REPRODUCTIONS THEREOF)
CONTAINING OR RELATING TO CONFIDENTIAL INFORMATION, WORK PRODUCT (AS DEFINED
BELOW) OR THE BUSINESS OF THE COMPANY OR ANY AFFILIATE AND ALL COMPUTERS
(INCLUDING LAPTOPS), CELL PHONES, KEYS, PDAS, BLACKBERRIES, CREDIT CARDS,
FACSIMILE MACHINES, TELEVISIONS AND CARD ACCESS KEYS TO ANY COMPANY BUILDING.
EXECUTIVE AGREES NOT TO RETAIN ANY COPIES, DUPLICATES, REPRODUCTIONS OR EXCERPTS
OF SUCH MATERIAL OR DOCUMENTS.
8.
INTELLECTUAL PROPERTY.
(A)
IN ACCORDANCE WITH UCA §34-39-1 ET SEQ., EXECUTIVE ACKNOWLEDGES
AND AGREES THAT ALL OF THE FOLLOWING INTELLECTUAL PROPERTY OR PARTS THEREOF (THE
"INTELLECTUAL PROPERTY"), WHETHER PATENTABLE OR UNPATENTABLE SHALL BELONG
EXCLUSIVELY TO THE COMPANY OR AN AFFILIATE (OR THEIR DESIGNEE), WHETHER OR NOT
PATENT APPLICATIONS, TRADEMARK REGISTRATIONS, OR COPYRIGHT REGISTRATIONS ARE
FILED THEREON:
(I)
INTELLECTUAL PROPERTY, WHETHER IN WHOLE OR IN PART THAT IS
CONCEIVED, DEVELOPED, REDUCED TO PRACTICE, OR CREATED BY EXECUTIVE, SOLELY OR
JOINTLY WITH OTHERS, WITHIN THE SCOPE OF EXECUTIVE'S EMPLOYMENT, ON THE
COMPANY'S OR AN AFFILIATE'S TIME, OR WITH THE AID, ASSISTANCE, OR USE OF ANY OF
THE COMPANY'S OR AN AFFILIATE'S PROPERTY,