OTHER THIRD PARTY PROVIDING
SERVICES TO THE COMPANY, REGARDING THE COMPANY OR ANY COMPANY-RELATED MATTER
(WHICH SUPPLIERS, VENDORS OR THIRD PARTY SERVICE PROVIDERS WILL INCLUDE, WITHOUT
LIMITATION, ANY THIRD PARTY WITH WHOM THE COMPANY WAS, DURING THE TERM OF
EMPLOYEE'S EMPLOYMENT WITH THE COMPANY, CONTEMPLATING ENGAGING, OR NEGOTIATING
WITH, FOR THE FUTURE PROVISION OF PRODUCTS OR SERVICES).
4.4.
NONSOLICITATION.
OTHER THAN IN THE PERFORMANCE OF HIS DUTIES
HEREUNDER, DURING THE RESTRICTIVE PERIOD, EMPLOYEE SHALL NOT, DIRECTLY OR
INDIRECTLY, AS EMPLOYEE, AGENT, CONSULTANT, STOCKHOLDER, DIRECTOR, CO-PARTNER OR
IN ANY OTHER INDIVIDUAL OR REPRESENTATIVE CAPACITY, EMPLOY OR ENGAGE, RECRUIT OR
SOLICIT FOR EMPLOYMENT OR ENGAGEMENT, ANY PERSON WHO IS OR BECOMES EMPLOYED OR
ENGAGED BY THE COMPANY OR ANY OF ITS AFFILIATED PRACTICES DURING THE RESTRICTIVE
PERIOD, OR OTHERWISE SEEK TO INFLUENCE OR ALTER ANY SUCH PERSON'S RELATIONSHIP
WITH THE COMPANY.
4.5.
CONFIDENTIAL INFORMATION.
OTHER THAN IN THE PERFORMANCE OF HIS
DUTIES HEREUNDER, DURING THE RESTRICTIVE PERIOD AND THEREAFTER, EMPLOYEE SHALL
KEEP SECRET AND RETAIN IN STRICTEST CONFIDENCE, AND SHALL NOT, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY, FURNISH, MAKE AVAILABLE OR DISCLOSE TO ANY THIRD
PARTY OR USE FOR THE BENEFIT OF HIMSELF OR ANY THIRD PARTY, ANY CONFIDENTIAL
INFORMATION.
AS USED IN THIS AGREEMENT, "CONFIDENTIAL INFORMATION" SHALL MEAN
ANY INFORMATION RELATING TO THE BUSINESS OR AFFAIRS OF THE COMPANY OR THE
BUSINESS, INCLUDING BUT NOT LIMITED TO ANY TECHNICAL OR NON-TECHNICAL DATA,
FORMULAE, COMPILATIONS, PROGRAMS, DEVICES, METHODS, TECHNIQUES, DESIGNS,
PROCESSES, PROCEDURES, IMPROVEMENTS, MODELS, MANUALS, FINANCIAL DATA,
ACQUISITION STRATEGIES AND INFORMATION, INFORMATION RELATING TO OPERATING
PROCEDURES AND MARKETING STRATEGIES, AND ANY OTHER PROPRIETARY INFORMATION USED
BY THE COMPANY IN CONNECTION WITH THE BUSINESS, IRRESPECTIVE OF ITS FORM;
PROVIDED, HOWEVER, THAT CONFIDENTIAL INFORMATION SHALL NOT INCLUDE ANY
INFORMATION WHICH IS IN THE PUBLIC DOMAIN OR BECOMES KNOWN IN THE INDUSTRY
THROUGH NO WRONGFUL ACT ON THE PART OF EMPLOYEE.
EMPLOYEE ACKNOWLEDGES THAT THE
CONFIDENTIAL INFORMATION IS VITAL, SENSITIVE, CONFIDENTIAL AND PROPRIETARY TO
THE COMPANY.
4.6.
INVENTIONS AND DISCOVERIES.
(A)
EMPLOYEE UNDERSTANDS AND AGREES THAT ALL INVENTIONS, DISCOVERIES,
IDEAS, IMPROVEMENTS, WHETHER PATENTABLE, COPYRIGHTABLE OR NOT, PERTAINING TO THE
BUSINESS OF THE COMPANY OR RELATING TO THE COMPANY'S ACTUAL OR DEMONSTRABLY
ANTICIPATED RESEARCH, DEVELOPMENT OR INVENTIONS (COLLECTIVELY, "INVENTIONS AND
DISCOVERIES") THAT RESULT FROM ANY WORK PERFORMED BY EMPLOYEE SOLELY OR JOINTLY
WITH OTHERS FOR THE COMPANY WHICH EMPLOYEE, SOLELY OR JOINTLY WITH OTHERS,
CONCEIVES, DEVELOPS, OR REDUCES TO PRACTICE DURING THE COURSE OF EMPLOYEE'S
EMPLOYMENT WITH THE COMPANY, ARE THE SOLE AND EXCLUSIVE PROPERTY OF THE
COMPANY.
EMPLOYEE WILL PROMPTLY DISCLOSE ALL SUCH MATTERS TO THE COMPANY AND
WILL ASSIST THE COMPANY IN OBTAINING LEGAL PROTECTION FOR INVENTIONS AND
DISCOVERIES.
EMPLOYEE HEREBY AGREES ON BEHALF OF HIMSELF,
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HIS EXECUTORS, LEGAL REPRESENTATIVES AND ASSIGNEES THAT HE WILL ASSIGN, TRANSFER
AND CONVEY TO THE COMPANY, ITS SUCCESSORS AND ASSIGNS THE INVENTIONS AND
DISCOVERIES.
(B)
THE COMPANY AND EMPLOYEE ACKNOWLEDGE AND AGREE THAT
SECTION 4.6(A) SHALL NOT APPLY TO AN INVENTION OF EMPLOYEE FOR WHICH NO
EQUIPMENT, SUPPLIES, FACILITY OR TRADE SECRET INFORMATION OF