ITS AFFILIATES IN THE INVENTIONS.
WHEN USED
HEREIN, "AFFILIATE" SHALL MEAN AN ENTITY WHICH, DIRECTLY OR INDIRECTLY, ALONE OR
TOGETHER WITH OTHERS, CONTROLS, IS CONTROLLED BY OR IS UNDER COMMON CONTROL
WITH, EMPLOYER.
SECTION 10.
CONFIDENTIAL INFORMATION.
(A)
ACKNOWLEDGMENT OF PROPRIETARY INTEREST.
EMPLOYEE ACKNOWLEDGES THE
PROPRIETARY INTEREST OF EMPLOYER AND ITS AFFILIATES IN ALL CONFIDENTIAL
INFORMATION (AS DEFINED BELOW).
EMPLOYEE AGREES THAT ALL CONFIDENTIAL
INFORMATION LEARNED BY EMPLOYEE DURING HIS EMPLOYMENT WITH EMPLOYER OR
OTHERWISE, WHETHER DEVELOPED BY EMPLOYEE ALONE OR IN CONJUNCTION WITH OTHERS OR
OTHERWISE, IS AND SHALL REMAIN THE EXCLUSIVE PROPERTY OF EMPLOYER.
EMPLOYEE
FURTHER ACKNOWLEDGES AND AGREES THAT HIS DISCLOSURE OF ANY CONFIDENTIAL
INFORMATION WILL RESULT IN IRREPARABLE INJURY AND DAMAGE TO EMPLOYER.
(B)
CONFIDENTIAL INFORMATION DEFINED.
"CONFIDENTIAL INFORMATION"
MEANS ALL TRADE SECRETS, COPYRIGHTABLE WORKS, CONFIDENTIAL OR PROPRIETARY
INFORMATION OF EMPLOYER OR ITS AFFILIATES, INCLUDING WITHOUT LIMITATION,
(I) INFORMATION DERIVED FROM REPORTS, INVESTIGATIONS, EXPERIMENTS, RESEARCH AND
WORK IN PROGRESS, (II) METHODS OF OPERATION, (III) MARKET DATA, (IV) PROPRIETARY
COMPUTER PROGRAMS AND CODES, (V) DRAWINGS, DESIGNS, PLANS AND PROPOSALS,
(VI) MARKETING AND SALES PROGRAMS, (VII) THE IDENTITIES OF CLIENTS OR CUSTOMERS,
(VIII) HISTORICAL FINANCIAL INFORMATION AND FINANCIAL PROJECTIONS, (IX) PRICING
FORMULAE AND POLICIES, (X) ALL OTHER CONCEPTS, IDEAS, MATERIALS AND INFORMATION
PREPARED OR PERFORMED FOR OR BY EMPLOYER AND (XI) ALL INFORMATION RELATED TO THE
BUSINESS, SERVICES, PRODUCTS, PURCHASES OR SALES OF EMPLOYER OR ANY OF ITS
CUSTOMERS, OTHER THAN (A) INFORMATION THAT IS PUBLICLY AVAILABLE, AND (B)
INFORMATION THAT BECOMES AVAILABLE TO EMPLOYEE AFTER THE TERMINATION OF HIS
EMPLOYMENT WITH EMPLOYER FROM A THIRD PARTY SOURCE NOT BOUND BY A
CONFIDENTIALITY AGREEMENT WITH EMPLOYER OR PARENT WITH RESPECT TO SUCH
INFORMATION.
(C)
COVENANT NOT TO DIVULGE CONFIDENTIAL INFORMATION.
EMPLOYER IS
ENTITLED TO PREVENT THE DISCLOSURE OF CONFIDENTIAL INFORMATION.
AS A PORTION OF
THE CONSIDERATION FOR THE EMPLOYMENT OF EMPLOYEE AND FOR THE COMPENSATION BEING
PAID TO EMPLOYEE BY EMPLOYER, EMPLOYEE AGREES AT ALL TIMES DURING THE TERM OF
HIS EMPLOYMENT HEREUNDER AND THEREAFTER TO HOLD IN STRICT CONFIDENCE AND NOT TO
DISCLOSE TO ANY PERSON, FIRM OR CORPORATION, OTHER THAN TO PERSONS ENGAGED BY
EMPLOYER TO FURTHER THE BUSINESS OF EMPLOYER OR AS NECESSARY TO PERFORM
EMPLOYEE'S DUTIES AS AN EMPLOYEE OF EMPLOYER AND FOR THE SOLE BENEFIT OF
EMPLOYER OR ITS AFFILIATES, AND NOT TO USE EXCEPT IN THE PURSUIT OF THE BUSINESS
OF EMPLOYER, THE CONFIDENTIAL INFORMATION, WITHOUT THE PRIOR WRITTEN CONSENT OF
EMPLOYER.
(D)
RETURN OF MATERIALS AT TERMINATION.
IN THE EVENT OF ANY
TERMINATION OR CESSATION OF HIS EMPLOYMENT WITH EMPLOYER FOR ANY REASON,
EMPLOYEE SHALL PROMPTLY DELIVER TO EMPLOYER ALL DOCUMENTS, DATA AND OTHER
INFORMATION DERIVED FROM OR OTHERWISE PERTAINING TO CONFIDENTIAL INFORMATION.
EMPLOYEE SHALL NOT TAKE OR RETAIN ANY DOCUMENTS OR OTHER INFORMATION, OR ANY
REPRODUCTION OR EXCERPT THEREOF, CONTAINING ANY CONFIDENTIAL INFORMATION.
6
SECTION 11.
NON-SOLICITATION.
(A)
SOLICITATION OF EMPLOYEES.
DURING EMPLOYEE'S EMPLOYMENT WITH
EMPLOYER AND FOR A PERIOD OF TWELVE (12) MONTHS AFTER TERMINATION OF SUCH
EMPLOYMENT AT ANY TIME AND FOR ANY REASON (THE "RESTRICTION PERIOD"),