A FORMULA, A PATTERN, A COMPILATION, A PROGRAM, A DEVICE, A
METHOD, A TECHNIQUE, A DRAWING, A PROCESS, FINANCIAL DATA, FINANCIAL PLANS,
PRODUCT PLANS, OR A LIST OF ACTUAL OR POTENTIAL CUSTOMERS) THAT: (I) DERIVES
ECONOMIC VALUE, ACTUAL OR POTENTIAL, FROM NOT BEING GENERALLY KNOWN TO, AND NOT
BEING READILY ASCERTAINABLE BY PROPER MEANS BY, OTHER PERSONS WHO CAN OBTAIN
ECONOMIC VALUE FROM ITS DISCLOSURE OR USE; AND (II) IS THE SUBJECT OF EFFORTS
THAT ARE REASONABLE UNDER THE CIRCUMSTANCES TO MAINTAIN ITS SECRECY.
(B)
PROTECTION OF OTHER CONFIDENTIAL
INFORMATION.
IN ADDITION, EMPLOYEE AGREES TO MAINTAIN IN STRICT CONFIDENCE AND,
EXCEPT AS NECESSARY TO PERFORM HIS DUTIES FOR THE COMPANY, NOT TO USE OR
DISCLOSE ANY CONFIDENTIAL INFORMATION OF THE COMPANY DURING HIS EMPLOYMENT AND
FOR A PERIOD OF TWELVE (12) MONTHS FOLLOWING TERMINATION OF EMPLOYEE'S
EMPLOYMENT.
"CONFIDENTIAL INFORMATION" SHALL MEAN ANY INTERNAL, NON-PUBLIC
INFORMATION (OTHER THAN TRADE SECRETS ALREADY ADDRESSED ABOVE) CONCERNING
(WITHOUT LIMITATION) THE COMPANY'S FINANCIAL POSITION AND RESULTS OF OPERATIONS
(INCLUDING REVENUES, ASSETS, NET INCOME, ETC.); ANNUAL AND LONG-RANGE BUSINESS
PLANS; PRODUCT OR SERVICE PLANS; MARKETING PLANS AND METHODS; TRAINING,
EDUCATIONAL AND ADMINISTRATIVE MANUALS; SUPPLIER INFORMATION AND PURCHASE
HISTORIES; CUSTOMERS OR CLIENTS; PERSONNEL AND SALARY INFORMATION; AND EMPLOYEE
LISTS. EMPLOYEE AGREES THAT THE PROVISIONS OF THIS SUBSECTION SHALL BE DEEMED
SUFFICIENT TO PROTECT CONFIDENTIAL INFORMATION OF THIRD PARTIES PROVIDED TO THE
COMPANY UNDER AN OBLIGATION OF SECRECY.
(C)
RIGHTS TO WORK PRODUCT.
EXCEPT AS
EXPRESSLY PROVIDED IN THIS AGREEMENT, THE COMPANY ALONE SHALL BE ENTITLED TO ALL
BENEFITS, PROFITS AND RESULTS ARISING FROM OR INCIDENTAL TO EMPLOYEE'S
PERFORMANCE OF HIS JOB DUTIES TO THE COMPANY.
TO THE
6
GREATEST EXTENT POSSIBLE, ANY WORK PRODUCT, PROPERTY, DATA, INVENTION,
"KNOW-HOW", DOCUMENTATION OR INFORMATION OR MATERIALS PREPARED, CONCEIVED,
DISCOVERED, DEVELOPED OR CREATED BY EMPLOYEE IN CONNECTION WITH PERFORMING HIS
EMPLOYMENT RESPONSIBILITIES DURING EMPLOYEE'S EMPLOYMENT WITH THE COMPANY SHALL
BE DEEMED TO BE "WORK MADE FOR HIRE" AS DEFINED IN THE COPYRIGHT ACT, 17
U.S.C.A. § 101 ET SEQ., AS AMENDED, AND OWNED EXCLUSIVELY AND PERPETUALLY BY THE
COMPANY.
EMPLOYEE HEREBY UNCONDITIONALLY AND IRREVOCABLY TRANSFERS AND ASSIGNS
TO THE COMPANY ALL INTELLECTUAL PROPERTY OR OTHER RIGHTS, TITLE AND INTEREST
EMPLOYEE MAY CURRENTLY HAVE (OR IN THE FUTURE MAY HAVE) BY OPERATION OF LAW OR
OTHERWISE IN OR TO ANY WORK PRODUCT.
EMPLOYEE AGREES TO EXECUTE AND DELIVER TO
THE COMPANY ANY TRANSFERS, ASSIGNMENTS, DOCUMENTS OR OTHER INSTRUMENTS WHICH THE
COMPANY MAY DEEM NECESSARY OR APPROPRIATE TO VEST COMPLETE AND PERPETUAL TITLE
AND OWNERSHIP OF ANY WORK PRODUCT AND ALL ASSOCIATED RIGHTS EXCLUSIVELY IN THE
COMPANY.
THE COMPANY SHALL HAVE THE RIGHT TO ADAPT, CHANGE, REVISE, DELETE
FROM, ADD TO AND/OR REARRANGE THE WORK PRODUCT OR ANY PART THEREOF WRITTEN OR
CREATED BY EMPLOYEE, AND TO COMBINE THE SAME WITH OTHER WORKS TO ANY EXTENT, AND
TO CHANGE OR SUBSTITUTE THE TITLE THEREOF, AND IN THIS CONNECTION EMPLOYEE
HEREBY WAIVES THE "MORAL RIGHTS" OF AUTHORS, AS THAT TERM IS COMMONLY UNDERSTOOD
THROUGHOUT THE WORLD, INCLUDING, WITHOUT LIMITATION, ANY SIMILAR RIGHTS OR