BY THIS AGREEMENT; AND (J) ALL WRITTEN, GRAPHIC AND OTHER
MATERIAL RELATING TO ANY OF THE FOREGOING.
EXECUTIVE ACKNOWLEDGES AND
UNDERSTANDS THAT INFORMATION THAT IS NOT NOVEL OR COPYRIGHTED OR PATENTED MAY
NONETHELESS BE PROPRIETARY INFORMATION.
THE TERM "PROPRIETARY INFORMATION"
SHALL NOT INCLUDE
2
INFORMATION GENERALLY AVAILABLE TO AND KNOWN BY THE PUBLIC OR INFORMATION THAT
IS OR BECOMES AVAILABLE TO EXECUTIVE ON A NON-CONFIDENTIAL BASIS FROM A SOURCE
OTHER THAN THE COMPANY OR THE DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS,
PRINCIPALS OR AGENTS OF THE COMPANY (OTHER THAN AS A RESULT OF A BREACH OF ANY
OBLIGATION OF CONFIDENTIALITY).
(E)
CONFIDENTIALITY AND SURRENDER OF RECORDS.
EXECUTIVE SHALL NOT
DURING THE PERIOD OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, OR AT ANY TIME
THEREAFTER (IRRESPECTIVE OF THE CIRCUMSTANCES UNDER WHICH EXECUTIVE'S EMPLOYMENT
BY THE COMPANY TERMINATES), EXCEPT AS REQUIRED BY LAW, DIRECTLY OR INDIRECTLY
PUBLISH, MAKE KNOWN OR IN ANY FASHION DISCLOSE ANY CONFIDENTIAL RECORDS TO, OR
PERMIT ANY INSPECTION OR COPYING OF CONFIDENTIAL RECORDS BY, ANY INDIVIDUAL OR
ENTITY OTHER THAN IN THE COURSE OF SUCH INDIVIDUAL'S OR ENTITY'S EMPLOYMENT OR
RETENTION BY THE COMPANY.
UPON TERMINATION OF EMPLOYMENT FOR ANY REASON OR UPON
REQUEST BY THE COMPANY, EXECUTIVE SHALL DELIVER PROMPTLY TO THE COMPANY ALL
PROPERTY AND RECORDS OF THE COMPANY, INCLUDING, WITHOUT LIMITATION, ALL
CONFIDENTIAL RECORDS.
FOR PURPOSES HEREOF, "CONFIDENTIAL RECORDS" MEANS ALL
CORRESPONDENCE, REPORTS, MEMORANDA, FILES, MANUALS, BOOKS, LISTS, FINANCIAL,
OPERATING OR MARKETING RECORDS, MAGNETIC TAPE, OR ELECTRONIC OR OTHER MEDIA OR
EQUIPMENT OF ANY KIND WHICH MAY BE IN EXECUTIVE'S POSSESSION OR UNDER HIS
CONTROL OR ACCESSIBLE TO HIM WHICH CONTAIN ANY PROPRIETARY INFORMATION.
ALL
PROPERTY AND RECORDS OF THE COMPANY (INCLUDING, WITHOUT LIMITATION, ALL
CONFIDENTIAL RECORDS) SHALL BE AND REMAIN THE SOLE PROPERTY OF THE COMPANY
DURING THE PERIOD OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, AND THEREAFTER.
(F)
INVENTIONS AND PATENTS.
ALL INVENTIONS, INNOVATIONS OR
IMPROVEMENTS (INCLUDING POLICIES, PROCEDURES, PRODUCTS, IMPROVEMENTS, SOFTWARE,
IDEAS AND DISCOVERIES, WHETHER PATENT, COPYRIGHT, TRADEMARK, SERVICE MARK, OR
OTHERWISE) CONCEIVED OR MADE BY EXECUTIVE, EITHER ALONE OR JOINTLY WITH OTHERS,
IN THE COURSE OF HIS EMPLOYMENT BY THE COMPANY, BELONG TO THE COMPANY.
EXECUTIVE WILL PROMPTLY DISCLOSE IN WRITING SUCH INVENTIONS, INNOVATIONS OR
IMPROVEMENTS TO THE COMPANY AND PERFORM ALL ACTIONS REASONABLY REQUESTED BY THE
COMPANY TO ESTABLISH AND CONFIRM SUCH OWNERSHIP BY THE COMPANY, INCLUDING, BUT
NOT LIMITED TO, COOPERATING WITH AND ASSISTING THE COMPANY IN OBTAINING PATENTS,
COPYRIGHTS, TRADEMARKS, OR SERVICE MARKS FOR THE COMPANY IN THE UNITED STATES
AND IN FOREIGN COUNTRIES.
(G)
ENFORCEMENT.
EXECUTIVE ACKNOWLEDGES AND AGREES THAT, BY VIRTUE OF
HIS POSITION, HIS SERVICES AND ACCESS TO AND USE OF CONFIDENTIAL RECORDS AND
PROPRIETARY INFORMATION, ANY VIOLATION BY HIM OF ANY OF THE UNDERTAKINGS
CONTAINED IN THIS SECTION 1 WOULD CAUSE THE COMPANY IMMEDIATE, SUBSTANTIAL AND
IRREPARABLE INJURY FOR WHICH IT HAS NO ADEQUATE REMEDY AT LAW.
ACCORDINGLY,
EXECUTIVE AGREES AND CONSENTS TO THE ENTRY OF AN INJUNCTION OR OTHER EQUITABLE
RELIEF BY A COURT OF COMPETENT JURISDICTION RESTRAINING ANY VIOLATION OR
THREATENED VIOLATION OF ANY UNDERTAKING