AGREEMENT MEANS ANY INFORMATION, WHICH PERTAINS TO THE BUSINESS OF
THE COMPANY OR ITS AFFILIATES.
EXAMPLES OF CONFIDENTIAL INFORMATION INCLUDE,
BUT ARE NOT LIMITED TO, THE FOLLOWING:
(A)
LISTS OF CUSTOMERS AND PROSPECTIVE CUSTOMERS;
(B)
MARKETING STRATEGIES, PROGRAMS, AND
FORECASTS;
(C)
INFORMATION ABOUT CUSTOMERS, INCLUDING
STATISTICAL INFORMATION AND CUSTOMER PROFILES;
(D)
INFORMATION ABOUT PAST, PRESENT, OR FUTURE
FINANCIAL CONDITION OR PERFORMANCE;
(E)
INFORMATION RELATING TO COMPETITORS;
(F)
INFORMATION ABOUT VENDORS, INCLUDING
INFORMATION ABOUT PRICES AND TERMS EXTENDED BY VENDORS;
(G)
INFORMATION ABOUT EMPLOYEES, INCLUDING
INFORMATION ABOUT SALARIES, WAGES AND BENEFITS;
(H)
INFORMATION ABOUT PRICING STRATEGIES AND
PROGRAMS; AND
(I)
PROPRIETARY TECHNOLOGY, KNOW-HOW,
IMPROVEMENTS, DISCOVERIES, DEVELOPMENTS, DESIGNS, INVENTIONS AND TECHNIQUES.
The foregoing notwithstanding, Confidential Information will cease to be such
when it becomes generally available to the public other than as result of an
improper disclosure by Mr. Ervin or others.
Information shall constitute
Confidential Information regardless of the form in which it appears.
For
instance, Confidential Information could be a document, electronically-stored
data, or the substance of an oral conversation.
(C)
UPON THE EARLIER OF TERMINATION OF THE CONSULTING TERM (FOR ANY
REASON) OR A REQUEST FROM THE COMPANY, MR. ERVIN WILL PROMPTLY DELIVER TO THE
COMPANY ALL DOCUMENTS, ELECTRONICALLY-STORED DATA, EQUIPMENT AND OTHER PERSONAL
PROPERTY BELONGING TO THE COMPANY INCLUDING, BUT NOT LIMITED TO, ALL OTHER
MATERIALS OR MEDIUM WHICH INCLUDE OR REFLECT CONFIDENTIAL INFORMATION OR WHICH
OTHERWISE RELATE TO THE BUSINESS OF THE COMPANY OR ITS AFFILIATES, THAT ARE IN
HIS POSSESSION OR UNDER HIS CONTROL.
UPON SUCH DELIVERY, MR. ERVIN WILL NOT
RETAIN ANY COPIES OF DOCUMENTS OR ELECTRONICALLY STORED DATA.
(D)
FOR PURPOSES OF THIS AGREEMENT, "INVENTION" MEANS ANY DISCOVERY,
CONCEPT OR IDEA, WHETHER PATENTABLE OR COPYRIGHTABLE OR NOT, INCLUDING BUT NOT
LIMITED TO, PROCESSES, METHODS, FORMULAE AND TECHNIQUES, AS WELL AS IMPROVEMENTS
THEREFOR AND KNOW-HOW RELATED THERETO.
MR. ERVIN WILL PROMPTLY AND FULLY INFORM
THE COMPANY IN WRITING (SETTING FORTH
6
IN DETAIL THE PROCEDURES EMPLOYED AND THE RESULTS ACHIEVED) OF ANY INVENTION
WHICH WAS OR IS CONCEIVED, MADE, OR REDUCED TO PRACTICE BY MR. ERVIN, EITHER
SOLELY OR JOINTLY WITH ANOTHER OR OTHERS, DURING HIS EMPLOYMENT WITH THE
COMPANY, DURING THE CONSULTING TERM OR WITHIN TWELVE (12) MONTHS AFTER
TERMINATION OF THE CONSULTING TERM AND WHICH (I) IS CONCEIVED, MADE, OR REDUCED
TO PRACTICE DURING MR. ERVIN'S HOURS OF SERVICE TO THE COMPANY OR ANY AFFILIATE,
OR (II) IS CONCEIVED, MADE, OR REDUCED TO PRACTICE WITH THE USE OF CONFIDENTIAL
INFORMATION OR THE COMPANY'S OR ANY AFFILIATE'S EQUIPMENT, FACILITIES,
MATERIALS, PERSONNEL OR OTHER RESOURCES, OR (III) AT THE TIME IT IS CONCEIVED,
MADE OR REDUCED TO PRACTICE RELATES TO THE COMPANY'S OR ANY AFFILIATE'S PRESENT
OR PROSPECTIVE BUSINESS OR ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR
DEVELOPMENT, OR (IV) IS THE RESULT OF ANY WORK PERFORMED BY MR. ERVIN FOR THE
COMPANY OR ANY AFFILIATE (EACH, A "CONSULTANT INVENTION").
THE COMPANY AND/OR
ITS NOMINEE OR ASSIGN WILL BE THE SOLE OWNER, WITHOUT PAYMENT OF ROYALTY OR ANY
OTHER COMPENSATION THEREFORE, OF ANY CONSULTANT INVENTION.