DURING THE EMPLOYMENT
PERIOD, THE PERSONS OR ENTITIES THAT ARE CURRENT, FORMER OR PROSPECTIVE
SUPPLIERS OR CUSTOMERS OF ANY ONE OR MORE OF THEM DURING EXECUTIVE'S COURSE OF
PERFORMANCE UNDER THIS AGREEMENT, AS WELL AS DEVELOPMENT, TRANSITION AND
TRANSFORMATION PLANS, METHODOLOGIES AND METHODS OF DOING BUSINESS, STRATEGIC,
MARKETING AND EXPANSION PLANS, INCLUDING PLANS REGARDING PLANNED AND POTENTIAL
SALES, FINANCIAL AND BUSINESS PLANS, EMPLOYEE LISTS AND TELEPHONE NUMBERS,
LOCATIONS OF SALES REPRESENTATIVES, NEW AND EXISTING PROGRAMS AND SERVICES,
PRICES AND TERMS, CUSTOMER SERVICE, INTEGRATION PROCESSES, REQUIREMENTS AND
COSTS OF PROVIDING SERVICE, SUPPORT AND EQUIPMENT. THEREFORE, EXECUTIVE AGREES
THAT HE SHALL NOT DISCLOSE TO ANY UNAUTHORIZED PERSON OR USE FOR HIS OWN ACCOUNT
ANY OF SUCH CONFIDENTIAL INFORMATION WITHOUT BOTH BOARD'S PRIOR WRITTEN CONSENT,
UNLESS AND TO THE EXTENT THAT ANY CONFIDENTIAL INFORMATION (I) BECOMES GENERALLY
KNOWN TO AND AVAILABLE FOR USE BY THE PUBLIC OTHER THAN AS A RESULT OF
EXECUTIVE'S ACTS OR OMISSIONS TO ACT OR (II) IS REQUIRED TO BE DISCLOSED
PURSUANT TO ANY APPLICABLE LAW OR COURT ORDER. EXECUTIVE AGREES TO DELIVER TO
THE COMPANY AT THE END OF THE EMPLOYMENT PERIOD, OR AT ANY OTHER TIME THE
COMPANY MAY REQUEST IN WRITING, ALL MEMORANDA, NOTES, PLANS, RECORDS, REPORTS
AND OTHER DOCUMENTS (AND COPIES THEREOF) RELATING TO THE BUSINESS OF THE COMPANY
OR ITS SUBSIDIARIES (INCLUDING, WITHOUT LIMITATION, ALL CONFIDENTIAL
INFORMATION) THAT HE MAY THEN POSSESS OR HAVE UNDER HIS CONTROL.
5
(B)
OWNERSHIP OF INTELLECTUAL PROPERTY. EXECUTIVE AGREES TO MAKE
PROMPT AND FULL DISCLOSURE TO THE COMPANY OR ITS SUBSIDIARIES, AS THE CASE MAY
BE, OF ALL IDEAS, DISCOVERIES, TRADE SECRETS, INVENTIONS, INNOVATIONS,
IMPROVEMENTS, DEVELOPMENTS, METHODS OF DOING BUSINESS, PROCESSES, PROGRAMS,
DESIGNS, ANALYSES, DRAWINGS, REPORTS, DATA, SOFTWARE, FIRMWARE, LOGOS AND ALL
SIMILAR OR RELATED INFORMATION
(WHETHER OR NOT PATENTABLE AND WHETHER OR NOT
REDUCED TO PRACTICE) THAT RELATE TO THE COMPANY'S OR ITS SUBSIDIARIES' ACTUAL OR
ANTICIPATED BUSINESS, RESEARCH AND DEVELOPMENT, OR EXISTING OR FUTURE PRODUCTS
OR SERVICES AND THAT ARE CONCEIVED, DEVELOPED, ACQUIRED, CONTRIBUTED TO, MADE,
OR REDUCED TO PRACTICE BY EXECUTIVE (EITHER SOLELY OR JOINTLY WITH OTHERS) WHILE
EMPLOYED BY THE COMPANY OR ITS SUBSIDIARIES AND FOR A PERIOD OF ONE (1) YEAR
THEREAFTER (COLLECTIVELY, "WORK PRODUCT"). ANY COPYRIGHTABLE WORK FALLING WITHIN
THE DEFINITION OF WORK PRODUCT SHALL BE DEEMED A "WORK MADE FOR HIRE" UNDER THE
COPYRIGHT LAWS OF THE UNITED STATES, AND OWNERSHIP OF ALL RIGHTS THEREIN SHALL
VEST IN THE COMPANY OR ITS SUBSIDIARY. TO THE EXTENT THAT ANY WORK PRODUCT IS
NOT DEEMED TO BE A "WORK MADE FOR HIRE," EXECUTIVE HEREBY ASSIGNS AND AGREES TO
ASSIGN TO THE COMPANY OR SUCH SUBSIDIARY ALL RIGHT, TITLE AND INTEREST,
INCLUDING WITHOUT LIMITATION, THE INTELLECTUAL PROPERTY RIGHTS THAT EXECUTIVE
MAY HAVE IN AND TO SUCH WORK PRODUCT. EXECUTIVE SHALL PROMPTLY PERFORM ALL
ACTIONS REASONABLY REQUESTED BY THE BOARD (WHETHER DURING OR AFTER THE
EMPLOYMENT PERIOD) TO ESTABLISH AND CONFIRM THE COMPANY'S OR SUCH SUBSIDIARY'S
OWNERSHIP (INCLUDING, WITHOUT LIMITATION, PROVIDING TESTIMONY AND EXECUTING
ASSIGNMENTS, CONSENTS, POWERS OF ATTORNEY, AND OTHER INSTRUMENTS).
(C)
THIRD