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.
(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,
5
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 PARTY INFORMATION. EXECUTIVE UNDERSTANDS THAT THE COMPANY
AND ITS SUBSIDIARIES WILL RECEIVE FROM THIRD PARTIES CONFIDENTIAL OR PROPRIETARY
INFORMATION ("THIRD PARTY INFORMATION") SUBJECT TO A DUTY ON THE COMPANY'S AND
ITS SUBSIDIARIES' PART TO MAINTAIN THE CONFIDENTIALITY OF SUCH INFORMATION AND
TO USE IT ONLY FOR CERTAIN LIMITED PURPOSES.
DURING THE EMPLOYMENT PERIOD AND
THEREAFTER, AND WITHOUT IN ANY WAY LIMITING THE PROVISIONS OF
SECTION 5(A) ABOVE,