TO SOLICIT OR INDUCE ANY EMPLOYEE OR
CONSULTANT OF THOMAS GROUP TO TERMINATE HIS/HER EMPLOYMENT WITH THOMAS GROUP
AND/OR ACCEPT EMPLOYMENT ELSEWHERE.
(D)
MR. ENGLISH AGREES THAT THE SCOPE OF THE RESTRICTIONS IN THIS
SECTION IS REASONABLE AND NECESSARY TO PROTECT THOMAS GROUP'S BUSINESS GOODWILL,
CONFIDENTIAL INFORMATION AND OTHER LEGITIMATE BUSINESS INTERESTS.
7.2
RIGHT TO WORK PRODUCT; CONFIDENTIALITY.
(A)
THOMAS GROUP AND MR. ENGLISH EACH ACKNOWLEDGE THAT PERFORMANCE OF
THIS AGREEMENT MAY RESULT IN THE DISCOVERY, CREATION OR DEVELOPMENT OF
INVENTIONS, COMBINATIONS, METHODS, FORMULAE, TECHNIQUES, PROCESSES,
IMPROVEMENTS, SOFTWARE DESIGNS, COMPUTER PROGRAMS, STRATEGIES, SPECIFIC
COMPUTER-RELATED KNOW-HOW, COURSE MATERIALS, SEMINAR MATERIALS, COMPUTER MODELS,
CUSTOMER LISTS, DATA AND ORIGINAL WORKS OF AUTHORSHIP (COLLECTIVELY, THE "WORK
PRODUCT").
MR. ENGLISH AGREES THAT HE WILL PROMPTLY AND FULLY DISCLOSE TO
THOMAS GROUP ANY AND ALL WORK PRODUCT GENERATED, CONCEIVED, REDUCED TO PRACTICE
OR LEARNED BY HIM, EITHER SOLELY OR JOINTLY WITH OTHERS, DURING HIS
EMPLOYMENT WITH THOMAS GROUP, WHICH IN ANY WAY RELATES TO THE BUSINESS OF THOMAS
GROUP.
MR. ENGLISH FURTHER AGREES THAT NEITHER HE, NOR ANY PARTY CLAIMING
THROUGH HIM WILL, OTHER THAN IN THE PERFORMANCE OF THIS AGREEMENT, MAKE USE OF
OR DISCLOSE TO OTHERS ANY PROPRIETARY INFORMATION RELATING TO THE WORK PRODUCT.
(B)
MR. ENGLISH AGREES THAT, WHETHER OR NOT THE SERVICES PERFORMED BY
HIM UNDER THIS AGREEMENT ARE CONSIDERED WORKS MADE FOR HIRE OR AN EMPLOYMENT TO
INVENT, ALL WORK PRODUCT DISCOVERED, CREATED OR DEVELOPED UNDER THIS AGREEMENT
SHALL BE AND REMAIN THE SOLE PROPERTY OF THOMAS GROUP AND ITS ASSIGNS.
MR. ENGLISH AGREES THAT THOMAS GROUP SHALL HAVE ALL COPYRIGHT AND PATENT RIGHTS
WITH RESPECT TO ANY WORK PRODUCT DISCOVERED, CREATED, OR DEVELOPED UNDER THIS
AGREEMENT WITHOUT REGARD TO THE ORIGIN OF THE WORK PRODUCT.
(C)
THOMAS GROUP AGREES TO PROVIDE MR. ENGLISH WITH SPECIALIZED
KNOWLEDGE AND TRAINING REGARDING THE BUSINESS IN WHICH THOMAS GROUP IS INVOLVED,
AND TO PROVIDE MR. ENGLISH WITH INITIAL AND ONGOING CONFIDENTIAL INFORMATION AND
TRADE SECRETS OF THOMAS GROUP ("CONFIDENTIAL INFORMATION").
FOR PURPOSES OF
THIS AGREEMENT, CONFIDENTIAL INFORMATION INCLUDES: INFORMATION REGARDING THE USE
AND APPLICATION OF TOTAL CYCLE TIME METHODOLOGIES AND OTHER INFORMATION AND
CONCEPTS DEVELOPED BY THOMAS GROUP TO IMPROVE THE BUSINESS PROCESSES OF
CORPORATIONS AND OTHER ORGANIZATIONS; SOFTWARE OR OTHER TECHNOLOGY DEVELOPED BY
THOMAS GROUP AND ANY RESEARCH DATA OR OTHER DOCUMENTATION RELATED TO THE
DEVELOPMENT OF SUCH SOFTWARE/TECHNOLOGY; CLIENT LISTS AND PROSPECTS LISTS
DEVELOPED BY THOMAS GROUP; INFORMATION REGARDING THOMAS GROUP'S CLIENTS WHICH
MR. ENGLISH ACQUIRES AS A RESULT OF EMPLOYMENT WITH THOMAS GROUP, INCLUDING
CLIENT CONTRACTS, WORK PERFORMED FOR CLIENTS, CLIENT CONTACTS, CLIENT
REQUIREMENTS AND NEEDS, DATA USED BY THOMAS GROUP TO FORMULATE CLIENT BIDS,
CLIENT FINANCIAL INFORMATION, AND OTHER INFORMATION REGARDING THE CLIENT'S
BUSINESS; INFORMATION RELATED TO THOMAS GROUP'S BUSINESS, INCLUDING BUT NOT
LIMITED TO MARKETING STRATEGIES AND PLANS, SALES PROCEDURES, OPERATING POLICIES
AND PROCEDURES, PRICING AND PRICING STRATEGIES, BUSINESS PLANS, SALES, PROFITS,
AND OTHER BUSINESS AND FINANCIAL INFORMATION OF THE COMPANY; TRAINING MATERIALS
DEVELOPED BY AND UTILIZED BY THOMAS GROUP; AND ANY OTHER INFORMATION WHICH
MR. ENGLISH ACQUIRED