COMPANY MAY REQUEST ALL MEMORANDA, NOTES, PLANS, RECORDS, REPORTS,
COMPUTER FILES AND SOFTWARE AND OTHER DOCUMENTS AND DATA (AND COPIES THEREOF)
RELATING TO THE CONFIDENTIAL INFORMATION, WORK PRODUCT (EACH AS DEFINED BELOW)
OR THE BUSINESS OF THE COMPANY OR ANY OF ITS AFFILIATES WHICH THE EXECUTIVE MAY
THEN POSSESS OR HAVE UNDER HIS CONTROL.
8
(B)
AS USED IN THIS AGREEMENT, THE TERM
"CONFIDENTIAL INFORMATION" MEANS INFORMATION THAT IS NOT GENERALLY KNOWN TO THE
PUBLIC AND THAT IS USED, DEVELOPED OR OBTAINED BY THE COMPANY OR ITS AFFILIATES
IN CONNECTION WITH THEIR BUSINESS, INCLUDING BUT NOT LIMITED TO (I) INFORMATION,
OBSERVATIONS AND DATA OBTAINED BY THE EXECUTIVE WHILE EMPLOYED BY THE COMPANY
(INCLUDING THOSE OBTAINED PRIOR TO THE DATE OF THIS AGREEMENT) CONCERNING THE
BUSINESS OR AFFAIRS OF THE COMPANY, (II) PRODUCTS OR SERVICES, (III) FEES, COSTS
AND PRICING STRUCTURES, (IV) DESIGNS, (V) ANALYSES, (VI) DRAWINGS, PHOTOGRAPHS
AND REPORTS, (VII) COMPUTER SOFTWARE, INCLUDING OPERATING SYSTEMS, APPLICATIONS
AND PROGRAM LISTINGS, (VIII) FLOW CHARTS, MANUALS AND DOCUMENTATION, (IX) DATA
BASES, (X) ACCOUNTING AND BUSINESS METHODS, (XI) INVENTIONS, DEVICES, NEW
DEVELOPMENTS, METHODS AND PROCESSES, WHETHER PATENTABLE OR UNPATENTABLE AND
WHETHER OR NOT REDUCED TO PRACTICE, (XII) CUSTOMERS AND CLIENTS AND CUSTOMER OR
CLIENT LISTS, (XIII) OTHER COPYRIGHTABLE WORKS, (XIV) ALL PRODUCTION METHODS,
PROCESSES, TECHNOLOGY AND TRADE SECRETS, AND (XV) ALL SIMILAR AND RELATED
INFORMATION IN WHATEVER FORM.
CONFIDENTIAL INFORMATION WILL NOT INCLUDE ANY
INFORMATION THAT HAS BEEN PUBLISHED IN A FORM GENERALLY AVAILABLE TO THE PUBLIC
PRIOR TO THE DATE THE EXECUTIVE PROPOSES TO DISCLOSE OR USE SUCH INFORMATION.
CONFIDENTIAL INFORMATION WILL NOT BE DEEMED TO HAVE BEEN PUBLISHED MERELY
BECAUSE INDIVIDUAL PORTIONS OF THE INFORMATION HAVE BEEN SEPARATELY PUBLISHED,
BUT ONLY IF ALL MATERIAL FEATURES COMPRISING SUCH INFORMATION HAVE BEEN
PUBLISHED IN COMBINATION.
6.
INVENTIONS AND PATENTS.
(A)
THE EXECUTIVE AGREES THAT ALL INVENTIONS,
INNOVATIONS, IMPROVEMENTS, TECHNICAL INFORMATION, SYSTEMS, SOFTWARE
DEVELOPMENTS, METHODS, DESIGNS, ANALYSES, DRAWINGS, REPORTS, SERVICE MARKS,
TRADEMARKS, TRADENAMES, LOGOS AND ALL SIMILAR OR RELATED INFORMATION (WHETHER
PATENTABLE OR UNPATENTABLE) WHICH RELATES TO THE COMPANY'S OR ANY OF ITS
AFFILIATES' ACTUAL OR ANTICIPATED BUSINESS, RESEARCH AND DEVELOPMENT OR EXISTING
OR FUTURE PRODUCTS OR SERVICES AND WHICH ARE CONCEIVED, DEVELOPED OR MADE BY THE
EXECUTIVE (WHETHER OR NOT DURING USUAL BUSINESS HOURS AND WHETHER OR NOT ALONE
OR IN CONJUNCTION WITH ANY OTHER PERSON) WHILE EMPLOYED BY THE COMPANY
(INCLUDING THOSE CONCEIVED, DEVELOPED OR MADE PRIOR TO THE DATE OF THIS
AGREEMENT) TOGETHER WITH ALL PATENT APPLICATIONS, LETTERS PATENT, TRADEMARK,
TRADENAME AND SERVICE MARK APPLICATIONS OR REGISTRATIONS, COPYRIGHTS AND
REISSUES THEREOF THAT MAY BE GRANTED FOR OR UPON ANY OF THE FOREGOING
(COLLECTIVELY REFERRED TO HEREIN AS, THE "WORK PRODUCT") BELONG TO THE COMPANY
OR SUCH AFFILIATE.
THE EXECUTIVE WILL PROMPTLY DISCLOSE SUCH WORK PRODUCT AS
MAY BE SUSCEPTIBLE OF SUCH MANNER OF COMMUNICATION TO THE BOARD AND PERFORM ALL
ACTIONS REASONABLY REQUESTED BY THE BOARD (WHETHER DURING OR AFTER THE
EMPLOYMENT PERIOD) TO ESTABLISH AND CONFIRM SUCH OWNERSHIP (INCLUDING, WITHOUT
LIMITATION, THE EXECUTION AND DELIVERY OF ASSIGNMENTS, CONSENTS, POWERS OF