INFORMATION HEREIN REFERENCED TO AS THE
"CONFIDENTIAL INFORMATION").
THE PROTECTION OF THE CONFIDENTIAL INFORMATION
AGAINST UNAUTHORIZED DISCLOSURE OR USE IS OF CRITICAL IMPORTANCE TO THE
COMPANY.
EMPLOYEE AGREES THAT EMPLOYEE WILL NOT, DURING THE EMPLOYMENT PERIOD,
DIVULGE TO ANY PERSON, DIRECTLY OR INDIRECTLY, EXCEPT TO THE COMPANY OR ITS
OFFICERS AND AGENTS OR AS REASONABLY REQUIRED IN CONNECTION WITH EMPLOYEE'S
DUTIES ON BEHALF OF THE COMPANY, OR USE, EXCEPT ON BEHALF OF THE COMPANY, ANY
CONFIDENTIAL INFORMATION ACQUIRED BY THE EMPLOYEE DURING THE EMPLOYMENT PERIOD.
EMPLOYEE AGREES THAT EMPLOYEE WILL NOT, FOR A PERIOD OF THREE YEARS AFTER THE
EMPLOYMENT PERIOD HAS ENDED, USE OR DIVULGE TO ANY PERSON DIRECTLY OR INDIRECTLY
ANY
7
CONFIDENTIAL INFORMATION, OR USE ANY CONFIDENTIAL INFORMATION IN SUBSEQUENT
EMPLOYMENT.
7.
RETURN OF DOCUMENTS.
EMPLOYEE'S RELATIONSHIP WITH THE COMPANY IS
TERMINATED (FOR WHATEVER REASON), EMPLOYEE SHALL NOT TAKE WITH EMPLOYEE, BUT
WILL LEAVE WITH THE COMPANY, ALL WORK PRODUCT, RECORDS, FILES, MEMORANDA,
REPORTS, PRICE LISTS, CUSTOMER LISTS, SUPPLIER LISTS, DOCUMENTS AND OTHER
INFORMATION, IN WHATEVER FORM (INCLUDING ON COMPUTER DISC), AND ANY COPIES
THEREOF, RELATING TO THE CONFIDENTIAL INFORMATION OR IF SUCH ITEMS ARE NOT ON
THE PREMISES OF THE COMPANY, EMPLOYEE AGREES TO RETURN SUCH ITEMS IMMEDIATELY
UPON EMPLOYEE'S TERMINATION).
EMPLOYEE ACKNOWLEDGES THAT ALL SUCH ITEMS ARE AND
REMAIN THE PROPERTY OF THE COMPANY.
8.
DISCOVERIES.
EMPLOYEE WILL PROMPTLY AND FREELY DISCLOSE TO THE
COMPANY, IN WRITING, ANY AND ALL IDEAS, CONCEPTIONS, INVENTIONS, IMPROVEMENTS
AND DISCOVERIES (COLLECTIVELY, "DISCOVERIES"), WHETHER PATENTABLE OR NOT, THAT
ARE CONCEIVED OR MADE BY EMPLOYEE, SOLELY OR JOINTLY WITH ANOTHER, DURING THE
EMPLOYMENT PERIOD, AND THAT RELATE TO THE BUSINESS OR ACTIVITIES OF, OR THE
PRODUCTS SOLD BY, THE COMPANY.
EMPLOYEE HEREBY ASSIGNS TO THE COMPANY ALL OF
EMPLOYEE'S INTEREST IN ANY SUCH DISCOVERIES.
UPON THE REQUEST OF THE COMPANY,
WHETHER DURING OR AFTER THE EMPLOYMENT PERIOD, EMPLOYEE WILL EXECUTE ANY AND ALL
APPLICATIONS, ASSIGNMENTS AND OTHER INSTRUMENTS THAT THE COMPANY SHALL, IN ITS
SOLE DISCRETION, DEEM NECESSARY TO APPLY FOR AND OBTAIN PROTECTION, INCLUDING,
WITHOUT LIMITATION, PATENT PROTECTION, FOR THE DISCOVERIES IN ALL COUNTRIES OF
THE WORLD.
THE OBLIGATIONS OF THE PARTIES UNDER THIS SECTION 8 SHALL SURVIVE
THE TERMINATION OF THIS AGREEMENT.
9.
COPYRIGHT.
IF, DURING THE EMPLOYMENT PERIOD, EMPLOYEE CREATES
ANY ORIGINAL WORK OF AUTHORSHIP FIXED IN ANY TANGIBLE MEDIUM OF EXPRESSION,
WHICH IS THE SUBJECT MATTER OF COPYRIGHT, INCLUDING, WITHOUT LIMITATION, VIDEO
TAPES, WRITTEN PRESENTATIONS, COMPUTER PROGRAMS, DRAWINGS, MODELS, MANUALS,
BROCHURES AND THE LIKE, THAT RELATE TO THE COMPANY'S BUSINESS, PRODUCTS SOLD OR
SERVICES, WHETHER SUCH WORK IS CREATED SOLELY BY EMPLOYEE OR JOINTLY WITH
OTHERS, THE COMPANY SHALL BE DEEMED TO BE THE AUTHOR OF SUCH WORK IF THE WORK IS
PREPARED BY EMPLOYEE WITHIN THE SCOPE OF EMPLOYEE'S EMPLOYMENT; OR IF THE WORK
IS NOT PREPARED BY EMPLOYEE WITHIN THE SCOPE OF EMPLOYEE'S EMPLOYMENT, BUT IS
SPECIALLY ORDERED BY THE COMPANY, INCLUDING, WITHOUT LIMITATION, AS A
CONTRIBUTION TO A COLLECTIVE WORK, OR AS A PART OF AN AUDIO-VISUAL WORK, AS A
TRANSLATION, AS A