PURPOSES WITHOUT WRITTEN APPROVAL BY AN OFFICER OF THE COMPANY,
EITHER DURING OR AFTER HIS EMPLOYMENT, UNLESS AND UNTIL SUCH PROPRIETARY
INFORMATION HAS BECOME PUBLIC KNOWLEDGE WITHOUT FAULT BY EXECUTIVE.
(B)
EXECUTIVE AGREES THAT ALL FILES, LETTERS, MEMORANDA, REPORTS,
RECORDS, DATA, SKETCHES, DRAWINGS, LABORATORY NOTEBOOKS, PROGRAM LISTINGS, OR
OTHER WRITTEN, PHOTOGRAPHIC, OR OTHER TANGIBLE MATERIAL CONTAINING PROPRIETARY
INFORMATION, WHETHER CREATED BY EXECUTIVE OR OTHERS, WHICH SHALL COME INTO HIS
CUSTODY OR POSSESSION, SHALL BE AND ARE THE EXCLUSIVE PROPERTY OF THE COMPANY TO
BE USED BY EXECUTIVE ONLY IN THE PERFORMANCE OF HIS DUTIES FOR THE COMPANY.
(C)
EXECUTIVE AGREES THAT HIS OBLIGATION NOT TO DISCLOSE OR USE
INFORMATION, KNOW-HOW AND RECORDS OF THE TYPES SET FORTH IN PARAGRAPHS (A) AND
(B) ABOVE, ALSO EXTENDS TO SUCH TYPES OF INFORMATION, KNOW-HOW, RECORDS AND
TANGIBLE PROPERTY OF SUBSIDIARIES AND JOINT VENTURES OF THE COMPANY, CUSTOMERS
OF THE COMPANY OR SUPPLIERS TO THE COMPANY OR OTHER THIRD PARTIES WHO MAY HAVE
DISCLOSED OR ENTRUSTED THE SAME TO THE COMPANY OR TO EXECUTIVE IN THE COURSE OF
THE COMPANY'S BUSINESS.
(D)
EXECUTIVE AGREES THAT ALL CREATIONS (AS HEREIN DEFINED) SHALL BE
THE PROPERTY OF THE COMPANY.
"CREATIONS" SHALL MEAN ALL IDEAS, PROSPECT AND
CUSTOMER LISTS, INVENTIONS, RESEARCH,
5
PLANS FOR PRODUCTS OR SERVICES, POTENTIAL MARKETING AND SALES RELATIONSHIPS,
BUSINESS DEVELOPMENT STRATEGIES, MARKETING PLANS, DESIGNS, LOGOS, BRANDING,
LAYOUTS, TEMPLATES, COMPUTER SOFTWARE (INCLUDING, WITHOUT LIMITATION, SOURCE
CODE), COMPUTER PROGRAMS, ORIGINAL WORKS OF AUTHORSHIP, COPYRIGHTABLE
EXPRESSION, CHARACTERS, KNOW-HOW, TRADE SECRETS, INFORMATION, DATA,
DEVELOPMENTS, DISCOVERIES, IMPROVEMENTS, MODIFICATIONS, TECHNOLOGY,
METHODOLOGIES, ALGORITHMS AND DESIGNS, WHETHER OR NOT SUBJECT TO PATENT OR
COPYRIGHT PROTECTION, MADE, CONCEIVED, EXPRESSED, DEVELOPED, OR ACTUALLY OR
CONSTRUCTIVELY REDUCED TO PRACTICE BY EXECUTIVE SOLELY OR JOINTLY WITH OTHERS TO
THE EXTENT RELATING TO OR OTHERWISE IN CONNECTION WITH EXECUTIVE'S EMPLOYMENT BY
THE COMPANY.
EXECUTIVE AGREES TO COOPERATE IN ALL RESPECTS REGARDING REQUESTS
BY THE COMPANY RELATING TO THE COMPANY'S INTELLECTUAL PROPERTY RIGHTS IN THE
CREATIONS, WHETHER SUCH COOPERATION IS REQUIRED DURING OR AFTER THE TERMINATION
OF THE EMPLOYMENT PERIOD.
7.2
NONCOMPETITION; NONSOLICITATION; NONDISPARAGEMENT.
(A)
DURING HIS EMPLOYMENT WITH THE COMPANY, EXECUTIVE SHALL NOT,
DIRECTLY OR INDIRECTLY, RENDER SERVICES OF A BUSINESS, PROFESSIONAL OR
COMMERCIAL NATURE TO ANY OTHER PERSON OR ENTITY THAT COMPETES WITH THE COMPANY'S
BUSINESS, WHETHER FOR COMPENSATION OR OTHERWISE, OR ENGAGE IN ANY BUSINESS
ACTIVITIES COMPETITIVE WITH THE COMPANY'S BUSINESS, WHETHER ALONE, AS AN
EXECUTIVE, AS A PARTNER, OR AS A SHAREHOLDER (OTHER THAN AS THE HOLDER OF NOT
MORE THAN ONE PERCENT OF THE COMBINED VOTING POWER OF THE OUTSTANDING STOCK OF A
PUBLIC COMPANY), OFFICER OR DIRECTOR OF ANY CORPORATION OR OTHER BUSINESS
ENTITY, OR AS A TRUSTEE, FIDUCIARY OR IN ANY OTHER SIMILAR REPRESENTATIVE
CAPACITY OF ANY OTHER ENTITY.
NOTWITHSTANDING THE FOREGOING, THE EXPENDITURE OF
REASONABLE AMOUNTS OF TIME AS A MEMBER OF OTHER COMPANIES' BOARD OF DIRECTORS
SHALL NOT BE DEEMED A BREACH OF THIS IF THOSE ACTIVITIES DO NOT MATERIALLY
INTERFERE WITH THE SERVICES REQUIRED UNDER THIS AGREEMENT.
(B)
FOR A PERIOD OF ONE (1) YEAR AFTER