TERMINATION OF THE EMPLOYEE'S EMPLOYMENT WITH THE COMPANY FOR ANY REASON.
6.2.
CONFIDENTIALITY.
THE EMPLOYEE RECOGNIZES AND ACKNOWLEDGES THAT THE
PROPRIETARY INFORMATION IS A VALUABLE, SPECIAL AND UNIQUE ASSET OF THE BUSINESS
OF THE COMPANY.
AS A RESULT, BOTH DURING THE EMPLOYEE'S EMPLOYMENT BY THE
COMPANY AND THEREAFTER, THE
8
EMPLOYEE WILL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, FOR ANY
REASON EITHER DIRECTLY OR INDIRECTLY DIVULGE TO ANY THIRD-PARTY OR USE FOR HIS
OR HER OWN BENEFIT, OR FOR ANY PURPOSE OTHER THAN THE EXCLUSIVE BENEFIT OF THE
COMPANY, ANY PROPRIETARY INFORMATION, PROVIDED THAT THE EMPLOYEE MAY DURING HIS
OR HER EMPLOYMENT BY THE COMPANY DISCLOSE PROPRIETARY INFORMATION TO THIRD
PARTIES AS MAY BE NECESSARY OR APPROPRIATE TO THE EFFECTIVE AND EFFICIENT
DISCHARGE OF HIS OR HER DUTIES AS AN EMPLOYEE HEREUNDER (PROVIDED THAT THE THIRD
PARTY RECIPIENT HAS SIGNED THE COMPANY'S THEN-APPROVED CONFIDENTIALITY OR
SIMILAR AGREEMENT) OR AS SUCH DISCLOSURES MAY BE REQUIRED BY LAW.
IF THE
EMPLOYEE OR ANY OF HIS OR HER REPRESENTATIVES BECOMES LEGALLY COMPELLED TO
DISCLOSE ANY OF THE PROPRIETARY INFORMATION, THE EMPLOYEE WILL PROVIDE THE
COMPANY WITH PROMPT WRITTEN NOTICE SO THAT THE COMPANY MAY SEEK A PROTECTIVE
ORDER OR OTHER APPROPRIATE REMEDY.
THE NON-DISCLOSURE AND NON-USE OBLIGATIONS
WITH RESPECT TO PROPRIETARY INFORMATION SET FORTH IN THIS SECTION 6.2 SHALL NOT
APPLY TO ANY INFORMATION THAT IS IN OR BECOMES PART OF THE PUBLIC DOMAIN THROUGH
NO IMPROPER ACT ON THE PART OF THE EMPLOYEE.
6.3.
PROPERTY OF THE COMPANY.
6.3.1.
PROPRIETARY INFORMATION. ALL RIGHT, TITLE AND INTEREST
IN AND TO PROPRIETARY INFORMATION WILL BE AND REMAIN THE SOLE AND EXCLUSIVE
PROPERTY OF THE COMPANY.
THE EMPLOYEE WILL NOT REMOVE FROM THE COMPANY'S
OFFICES OR PREMISES ANY DOCUMENTS, RECORDS, NOTEBOOKS, FILES, CORRESPONDENCE,
REPORTS, MEMORANDA OR SIMILAR MATERIALS OF OR CONTAINING PROPRIETARY
INFORMATION, OR OTHER MATERIALS OR PROPERTY OF ANY KIND BELONGING TO THE COMPANY
UNLESS NECESSARY OR APPROPRIATE IN THE PERFORMANCE OF HIS OR HER DUTIES TO THE
COMPANY.
IF THE EMPLOYEE REMOVES SUCH MATERIALS OR PROPERTY IN THE PERFORMANCE
OF HIS OR HER DUTIES, THE EMPLOYEE WILL RETURN SUCH MATERIALS OR PROPERTY TO
THEIR PROPER FILES OR PLACES OF SAFEKEEPING AS PROMPTLY AS POSSIBLE AFTER THE
REMOVAL HAS SERVED ITS SPECIFIC PURPOSE.
THE EMPLOYEE WILL NOT MAKE, RETAIN,
REMOVE AND/OR DISTRIBUTE ANY COPIES OF ANY SUCH MATERIALS OR PROPERTY, OR
DIVULGE TO ANY THIRD PERSON THE NATURE OF AND/OR CONTENTS OF SUCH MATERIALS OR
PROPERTY OR ANY OTHER ORAL OR WRITTEN INFORMATION TO WHICH HE OR SHE MAY HAVE
ACCESS OR BECOME FAMILIAR IN THE COURSE OF HIS OR HER EMPLOYMENT, EXCEPT TO THE
EXTENT NECESSARY IN THE PERFORMANCE OF HIS OR HER DUTIES.
UPON TERMINATION OF
THE EMPLOYEE'S EMPLOYMENT WITH THE COMPANY, HE OR SHE WILL LEAVE WITH THE
COMPANY OR PROMPTLY RETURN TO THE COMPANY ALL ORIGINALS AND COPIES OF SUCH
MATERIALS OR PROPERTY THEN IN HIS OR HER POSSESSION.
6.3.2.
INTELLECTUAL PROPERTY.
THE EMPLOYEE AGREES THAT ALL THE
INTELLECTUAL PROPERTY WILL BE CONSIDERED "WORKS MADE FOR