RETRIEVED BY ANY MEANS, THAT HAVE BEEN OR WILL BE GIVEN TO CONSULTANT BY THE
COMPANY (OR ANY AFFILIATED COMPANY), AS WELL AS WRITTEN OR VERBAL INSTRUCTIONS
OR COMMENTS. BY WAY OF EXAMPLE, AND NOT IN LIMITATION, THE COMPANY CONSIDERS THE
FOLLOWING INFORMATION (WHEN (I) DEVELOPED BY OR ON BEHALF OF THE COMPANY OR ITS
AGENTS OR EMPLOYEES IN THE COURSE OF THEIR ENGAGEMENT OR EMPLOYMENT OR (II)
ACQUIRED, LICENSED OR OWNED BY THE COMPANY) TO CONSTITUTE PROPRIETARY
INFORMATION: (A) SCHEMATICS, TECHNIQUES, EMPLOYEE SUGGESTIONS, DEVELOPMENT
3
TOOLS AND PROCESSES, COMPUTER PRINTOUTS, COMPUTER PROGRAMS, DESIGN DRAWINGS AND
MANUALS, ELECTRONIC CODES, FORMULAS AND IMPROVEMENTS; (B) INFORMATION ABOUT
COSTS, PROFITS, MARKETS, SALES, CUSTOMERS, POTENTIAL CUSTOMERS TARGETED BY THE
COMPANY AND BIDS; (C) PLANS FOR FUTURE DEVELOPMENT AND NEW PRODUCT CONCEPTS,
BUSINESS MARKETING PLANS; AND (D) CORPORATE ORGANIZATION, PERSONNEL FILES,
SALARY RANGES AND INFORMATION ABOUT THE COMPENSATION, EQUITY AND BENEFITS
PROVIDED TO OTHER EMPLOYEES.
(B)
GENERAL RESTRICTIONS ON USE. CONSULTANT SHALL HOLD ALL PROPRIETARY
INFORMATION IN STRICT CONFIDENCE AND TRUST FOR THE SOLE BENEFIT OF THE COMPANY
AND NOT TO, DIRECTLY OR INDIRECTLY, DISCLOSE, USE, COPY, PUBLISH, SUMMARIZE, OR
REMOVE FROM COMPANY'S PREMISES ANY PROPRIETARY INFORMATION (OR REMOVE FROM THE
PREMISES ANY OTHER PROPERTY OF THE COMPANY), EXCEPT (I) DURING THE CONSULTING
PERIOD TO THE EXTENT NECESSARY TO CARRY OUT CONSULTANT'S RESPONSIBILITIES UNDER
THIS AGREEMENT, OR (II) AS SPECIFICALLY AUTHORIZED IN WRITING BY THE COMPANY.
(C)
THIRD PARTY INFORMATION. CONSULTANT RECOGNIZES THAT THE COMPANY
HAS RECEIVED AND IN THE FUTURE WILL RECEIVE FROM THIRD PARTIES THEIR
CONFIDENTIAL OR PROPRIETARY INFORMATION SUBJECT TO A DUTY ON THE COMPANY'S PART
TO MAINTAIN THE CONFIDENTIALITY OF SUCH INFORMATION AND TO USE IT ONLY FOR
CERTAIN LIMITED PURPOSES. CONSULTANT OWES THE COMPANY AND SUCH THIRD PARTIES,
DURING THE TERM OF THE CONSULTING PERIOD AND THEREAFTER, A DUTY TO HOLD ALL SUCH
CONFIDENTIAL OR PROPRIETARY INFORMATION IN THE STRICTEST CONFIDENCE AND NOT TO
DISCLOSE IT TO ANY PERSON, FIRM, OR CORPORATION (EXCEPT AS NECESSARY IN CARRYING
OUT HIS WORK FOR THE COMPANY CONSISTENT WITH THE COMPANY'S AGREEMENT WITH SUCH
THIRD PARTY) OR TO USE IT FOR THE BENEFIT OF ANYONE OTHER THAN FOR THE COMPANY
OR SUCH THIRD PARTY (CONSISTENT WITH THE COMPANY'S AGREEMENT WITH SUCH THIRD
PARTY) WITHOUT THE EXPRESS WRITTEN AUTHORIZATION OF A DULY AUTHORIZED OFFICER OF
THE COMPANY.
(D)
REMEDIES. NOTHING IN THIS SECTION 6 IS INTENDED TO LIMIT ANY
REMEDY OF THE COMPANY UNDER THE UNIFORM TRADE SECRETS ACT, OR OTHERWISE
AVAILABLE UNDER THE LAWS OF ANY OTHER JURISDICTION.
7.
CONSULTANT'S INVENTIONS AND IDEAS.
(A)
DEFINED; STATUTORY NOTICE. THE TERM "INVENTION IDEAS" MEANS ANY
AND ALL IDEAS, DISCOVERIES, PROCESSES, TRADEMARKS, SERVICE MARKS, INVENTIONS,
TECHNOLOGY, SOFTWARE (SOURCE AND OBJECT CODE), COMPUTER PROGRAMS, ORIGINAL WORKS
OF AUTHORSHIP, DESIGNS, FORMULAS, DISCOVERIES, PATENTS, COPYRIGHTS, AND ALL
IMPROVEMENTS, RIGHTS, AND CLAIMS RELATED TO THE FOREGOING THAT ARE CONCEIVED,
DEVELOPED, OR REDUCED TO PRACTICE BY THE CONSULTANT, ALONE OR WITH OTHERS, (I)
DURING THE CONSULTING PERIOD IN CONNECTION WITH OR ARISING OUT OF CONSULTANT'S
PERFORMANCE OF THE SERVICES (WHETHER OR