INFORMATION"). THE EMPLOYEE AGREES (A) TO HOLD THE CONFIDENTIAL INFORMATION IN
STRICT CONFIDENCE, (B) NOT TO DISCLOSE THE CONFIDENTIAL INFORMATION TO ANY
PERSON (OTHER THAN IN THE REGULAR BUSINESS OF THE COMPANY OR ITS AFFILIATES),
AND (C) NOT TO USE, DIRECTLY OR INDIRECTLY, ANY OF THE CONFIDENTIAL INFORMATION
FOR ANY COMPETITIVE OR COMMERCIAL PURPOSE OTHER THAN ON BEHALF OF THE COMPANY
AND ITS AFFILIATES; PROVIDED, HOWEVER, THAT THE LIMITATIONS SET FORTH ABOVE
SHALL NOT APPLY TO ANY CONFIDENTIAL INFORMATION WHICH (I) IS THEN GENERALLY
KNOWN TO THE PUBLIC; (II) BECAME OR BECOMES GENERALLY KNOWN TO THE PUBLIC
THROUGH NO FAULT OF THE EMPLOYEE; OR (III) IS DISCLOSED IN ACCORDANCE WITH AN
ORDER OF A COURT OF COMPETENT JURISDICTION OR APPLICABLE LAW. UPON THE
TERMINATION OF THE EMPLOYEE'S EMPLOYMENT WITH THE COMPANY FOR ANY REASON, ALL
CONFIDENTIAL INFORMATION (INCLUDING, WITHOUT LIMITATION, ALL DATA, MEMORANDA,
CUSTOMER LISTS, NOTES, PROGRAMS AND OTHER PAPERS AND ITEMS, AND REPRODUCTIONS
THEREOF RELATING TO THE FOREGOING MATTERS) IN THE EMPLOYEE'S POSSESSION OR
CONTROL, SHALL BE IMMEDIATELY RETURNED TO THE COMPANY OR THE APPLICABLE
AFFILIATE AND REMAIN IN ITS OR THEIR POSSESSION.
(H)
THE EMPLOYEE RECOGNIZES THAT THE COMPANY AND
ITS AFFILIATES POSSESS A PROPRIETARY INTEREST IN ALL OF THE INFORMATION
DESCRIBED IN SECTION 9(E) AND HAVE THE EXCLUSIVE RIGHT AND PRIVILEGE TO USE,
PROTECT BY COPYRIGHT, PATENT OR TRADEMARK, OR OTHERWISE EXPLOIT THE PROCESSES,
IDEAS AND CONCEPTS DESCRIBED THEREIN TO THE EXCLUSION OF THE EMPLOYEE, EXCEPT AS
OTHERWISE AGREED BETWEEN THE COMPANY AND THE EMPLOYEE IN WRITING. THE EMPLOYEE
EXPRESSLY AGREES THAT ANY PRODUCTS, INVENTIONS, DISCOVERIES OR IMPROVEMENTS MADE
BY THE EMPLOYEE OR HIS AGENTS OR AFFILIATES IN THE COURSE OF THE EMPLOYEE'S
EMPLOYMENT, INCLUDING ANY OF THE FOREGOING WHICH IS BASED ON OR ARISES OUT OF
THE INFORMATION DESCRIBED IN SECTION 9(F) SHALL BE THE PROPERTY OF AND INURE TO
THE EXCLUSIVE BENEFIT OF THE COMPANY. THE EMPLOYEE FURTHER AGREES THAT ANY AND
ALL PRODUCTS, INVENTIONS, DISCOVERIES OR IMPROVEMENTS DEVELOPED BY THE EMPLOYEE
(WHETHER OR NOT ABLE TO BE PROTECTED BY COPYRIGHT, PATENT OR TRADEMARK) DURING
THE COURSE OF HIS EMPLOYMENT, OR INVOLVING THE USE OF THE TIME, MATERIALS OR
OTHER RESOURCES OF THE COMPANY OR ANY OF ITS AFFILIATES, SHALL BE PROMPTLY
DISCLOSED TO THE COMPANY AND SHALL BECOME THE EXCLUSIVE PROPERTY
11
OF THE COMPANY, AND THE EMPLOYEE SHALL EXECUTE AND DELIVER ANY AND ALL DOCUMENTS
NECESSARY OR APPROPRIATE TO IMPLEMENT THE FOREGOING.
(I)
THE EMPLOYEE AGREES, WHILE HE IS
EMPLOYED BY THE COMPANY, TO OFFER OR OTHERWISE MAKE KNOWN OR AVAILABLE TO IT, AS
DIRECTED BY THE BOARD OF DIRECTORS OF THE COMPANY AND WITHOUT ADDITIONAL
COMPENSATION OR CONSIDERATION, ANY BUSINESS PROSPECTS, CONTRACTS OR OTHER
BUSINESS OPPORTUNITIES THAT HE MAY DISCOVER, FIND, DEVELOP OR OTHERWISE HAVE
AVAILABLE TO HIM IN THE DESIGNATED INDUSTRY, AND FURTHER AGREES THAT ANY SUCH
PROSPECTS, CONTACTS OR OTHER BUSINESS OPPORTUNITIES SHALL BE THE PROPERTY OF THE
COMPANY.
(J)
THE EMPLOYEE ACKNOWLEDGES THAT THE
PROVISIONS OF THIS SECTION 9 ARE EXECUTED AND DELIVERED CONCURRENTLY HEREWITH IS
AN INTEGRAL