THAT SUCH RESTRICTIONS PREVENT EXECUTIVE FROM
EARNING A LIVING OR OTHERWISE SHOULD BE HELD VOID OR UNENFORCEABLE.
(E)
FOR PURPOSES OF THIS SECTION 7.1, "COVERED TIME" SHALL MEAN THE
PERIOD BEGINNING ON THE DATE OF TERMINATION OF EXECUTIVE'S EMPLOYMENT (THE "DATE
OF TERMINATION") AND ENDING TWELVE MONTHS AFTER THE DATE OF TERMINATION.
7.2
PROPRIETARY INFORMATION; INVENTIONS.
(A)
EXECUTIVE ACKNOWLEDGES THAT DURING THE COURSE OF EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY EXECUTIVE NECESSARILY WILL HAVE (AND DURING ANY
EMPLOYMENT BY THE COMPANY PRIOR TO THE TERM HAS HAD) ACCESS TO AND MAKE USE OF
PROPRIETARY INFORMATION AND CONFIDENTIAL RECORDS OF THE COMPANY. EXECUTIVE
COVENANTS THAT EXECUTIVE SHALL NOT DURING THE TERM OR AT ANY TIME THEREAFTER,
DIRECTLY OR INDIRECTLY, USE FOR EXECUTIVE'S OWN PURPOSE OR FOR THE BENEFIT OF
ANY PERSON OR ENTITY OTHER THAN THE COMPANY, NOR OTHERWISE DISCLOSE TO ANY
INDIVIDUAL OR ENTITY, ANY SUCH PROPRIETARY INFORMATION, UNLESS SUCH DISCLOSURE
HAS BEEN AUTHORIZED IN WRITING BY THE COMPANY OR IS OTHERWISE REQUIRED BY LAW.
THE TERM "PROPRIETARY INFORMATION" MEANS: (A) THE SOFTWARE PRODUCTS, PROGRAMS,
APPLICATIONS, AND PROCESSES UTILIZED BY THE COMPANY; (B) THE NAME AND/OR ADDRESS
OF ANY CUSTOMER OR VENDOR OF THE COMPANY OR ANY INFORMATION CONCERNING THE
TRANSACTIONS OR RELATIONS OF ANY CUSTOMER OR VENDOR OF THE COMPANY WITH THE
COMPANY; (C) ANY INFORMATION CONCERNING ANY PRODUCT, TECHNOLOGY, OR PROCEDURE
EMPLOYED BY THE COMPANY BUT NOT GENERALLY KNOWN TO ITS CUSTOMERS OR VENDORS OR
COMPETITORS, OR UNDER DEVELOPMENT BY OR BEING TESTED BY THE COMPANY BUT NOT AT
THE TIME OFFERED GENERALLY TO CUSTOMERS OR VENDORS; (D) ANY INFORMATION RELATING
TO THE COMPANY'S COMPUTER SOFTWARE, COMPUTER SYSTEMS, PRICING OR MARKETING
METHODS, SALES MARGINS, COST OF GOODS, COST OF MATERIAL, CAPITAL STRUCTURE,
OPERATING RESULTS, BORROWING ARRANGEMENTS OR BUSINESS PLANS; (E) ANY INFORMATION
IDENTIFIED AS CONFIDENTIAL OR PROPRIETARY IN ANY LINE OF BUSINESS ENGAGED IN BY
THE COMPANY; (F) ANY INFORMATION THAT, TO EXECUTIVE'S ACTUAL KNOWLEDGE, THE
COMPANY ORDINARILY MAINTAINS AS CONFIDENTIAL OR PROPRIETARY; (G) ANY BUSINESS
PLANS, BUDGETS, ADVERTISING OR MARKETING PLANS; (H) ANY INFORMATION CONTAINED IN
ANY OF THE COMPANY'S WRITTEN OR ORAL POLICIES AND PROCEDURES OR MANUALS; (I) ANY
INFORMATION BELONGING TO CUSTOMERS, VENDORS OR ANY OTHER PERSON OR ENTITY WHICH
THE COMPANY, TO EXECUTIVE'S ACTUAL KNOWLEDGE, HAS AGREED TO HOLD IN CONFIDENCE;
AND (J) ALL WRITTEN, GRAPHIC, ELECTRONIC DATA AND OTHER MATERIAL CONTAINING ANY
OF THE FOREGOING. EXECUTIVE ACKNOWLEDGES THAT INFORMATION THAT IS NOT NOVEL OR
COPYRIGHTED OR PATENTED MAY NONETHELESS BE PROPRIETARY INFORMATION. THE TERM
"PROPRIETARY INFORMATION" SHALL NOT INCLUDE INFORMATION GENERALLY KNOWN OR
AVAILABLE TO THE PUBLIC OR GENERALLY KNOWN OR AVAILABLE TO THE INDUSTRY OR
INFORMATION THAT BECOMES AVAILABLE TO EXECUTIVE ON AN UNRESTRICTED,
NON-CONFIDENTIAL BASIS FROM A SOURCE OTHER THAN THE COMPANY OR ITS DIRECTORS,
OFFICERS, EMPLOYEES, OR AGENTS (WITHOUT BREACH OF ANY OBLIGATION OF
CONFIDENTIALITY OF WHICH EXECUTIVE HAS ACTUAL KNOWLEDGE AT THE TIME OF THE
RELEVANT DISCLOSURE BY EXECUTIVE).
13
(B)
EXECUTIVE AGREES THAT ALL PROCESSES, TECHNOLOGIES AND INVENTIONS
(COLLECTIVELY, "INVENTIONS"), INCLUDING NEW CONTRIBUTIONS, IMPROVEMENTS, IDEAS
AND DISCOVERIES, WHETHER