release of claims in form and substance satisfactory to the
Company and (ii) shall terminate upon the earlier of (a) Employee's breach of
any of his obligations under this Agreement or the Assignment Agreement (as
defined below) or (b) Employee's acceptance of employment or engagement as a
consultant by any other entity.
5.
CONFIDENTIAL INFORMATION. EMPLOYEE
ACKNOWLEDGES AND AGREES THAT THE COMPANY CONSIDERS TO BE CONFIDENTIAL THE
INFORMATION, OBSERVATIONS AND DATA OBTAINED BY HIM WHILE EMPLOYED BY THE COMPANY
CONCERNING THE ACTUAL OR ANTICIPATED BUSINESS OR AFFAIRS OF THE COMPANY, ITS
SUBSIDIARIES OR AFFILIATES (COLLECTIVELY, "CONFIDENTIAL INFORMATION") AND THAT
SUCH CONFIDENTIAL INFORMATION IS THE PROPERTY OF THE COMPANY AND/OR THE
RESPECTIVE SUBSIDIARY OR AFFILIATE. THEREFORE, EMPLOYEE AGREES THAT HE SHALL NOT
DISCLOSE TO ANY UNAUTHORIZED PERSON OR USE FOR HIS OWN PURPOSES ANY CONFIDENTIAL
INFORMATION WITHOUT THE PRIOR WRITTEN CONSENT OF THE BOARD, UNLESS AND TO THE
EXTENT THAT THE AFOREMENTIONED MATTERS BECOME GENERALLY KNOWN TO AND AVAILABLE
FOR USE BY THE PUBLIC OR PERSONS KNOWLEDGEABLE IN THE COMPANY'S INDUSTRY OTHER
THAN AS A RESULT OF EMPLOYEE'S ACTS OR OMISSIONS WHICH CONSTITUTE A BREACH
HEREOF. EMPLOYEE SHALL DELIVER TO THE COMPANY AT THE TERMINATION (WHETHER
VOLUNTARY OR OTHERWISE) OF EMPLOYEE'S EMPLOYMENT, OR AT ANY OTHER TIME THE
COMPANY MAY REQUEST, ALL MEMORANDA, NOTES, PLANS, RECORDS, REPORTS, COMPUTER
TAPES, PRINTOUTS AND SOFTWARE AND OTHER DOCUMENTS AND DATA (AND COPIES THEREOF)
RELATING TO THE CONFIDENTIAL INFORMATION, WORK PRODUCT (AS DEFINED BELOW) OR THE
BUSINESS OR ANTICIPATED BUSINESS OF THE COMPANY, ITS SUBSIDIARIES OR AFFILIATES
(INCLUDING, WITHOUT LIMITATION, TRADE SECRETS, BUSINESS OR MARKETING PLANS,
REPORTS, PROJECTIONS, DISKETTES, INTANGIBLE INFORMATION STORED ON DISKETTES,
SOFTWARE PROGRAMS AND DATA COMPILED WITH THE USE OF THOSE PROGRAMS, TANGIBLE
COPIES OF TRADE SECRETS AND CONFIDENTIAL INFORMATION, MEMORANDA, CREDIT CARDS,
TELEPHONE CHARGE CARDS, MANUALS, BUILDING KEYS AND PASSES, CELL PHONES,
COMPUTERS, NAMES AND ADDRESSES OF THE COMPANY'S OR ITS SUBSIDIARIES' OR
AFFILIATES' CUSTOMERS AND POTENTIAL CUSTOMERS, CUSTOMER LISTS, CUSTOMER
CONTRACTS, SALES INFORMATION AND ANY AND ALL OTHER SIMILAR INFORMATION OR
PROPERTY) WHICH HE MAY THEN POSSESS OR HAVE UNDER HIS CONTROL. EMPLOYEE FURTHER
AGREES THAT IN THE EVENT HE DISCOVERS ANY OTHER MATERIALS OF THE COMPANY, ITS
SUBSIDIARIES OR AFFILIATES IN HIS POSSESSION OR CONTROL AFTER THE DATE OF
TERMINATION, HE WILL IMMEDIATELY RETURN SUCH PROPERTY TO THE COMPANY.
6.
INVENTIONS AND PATENTS. EMPLOYEE
ACKNOWLEDGES THAT ALL INVENTIONS, INNOVATIONS, IMPROVEMENTS, DEVELOPMENTS,
METHODS, DESIGNS, ANALYSES, DRAWINGS, REPORTS AND ALL SIMILAR OR RELATED
INFORMATION (WHETHER OR NOT PATENTABLE) WHICH (I) RELATE TO THE COMPANY'S OR ITS
SUBSIDIARIES' ACTUAL OR ANTICIPATED BUSINESS, RESEARCH AND DEVELOPMENT OR
EXISTING OR FUTURE PRODUCTS OR SERVICES OR (II) RESULT FROM ANY WORK PERFORMED
BY EMPLOYEE FOR THE COMPANY OR ITS SUBSIDIARIES, AND WHICH ARE CONCEIVED,
DEVELOPED OR MADE BY EMPLOYEE DURING THE NONCOMPETE PERIOD (AS DEFINED BELOW)
(COLLECTIVELY, "WORK PRODUCT") BELONG TO THE COMPANY OR SUCH SUBSIDIARY;
PROVIDED, HOWEVER, THAT THIS SECTION 6 DOES NOT APPLY TO ANY INVENTION FOR WHICH
NO EQUIPMENT, SUPPLIES, MATERIALS, FACILITIES, TRADE SECRETS, OR OTHER
PROPRIETARY INFORMATION OF THE COMPANY