ACQUISITIONS AND
OTHER PROPRIETARY INFORMATION NOT AVAILABLE TO THE PUBLIC (COLLECTIVELY, THE
"PROPRIETARY INFORMATION") WHICH GIVES IT A SPECIAL COMPETENCE IN ITS VARIOUS
FIELDS OF ENDEAVOR, ALL OF WHICH HAVE BEEN OR MAY BE ACQUIRED OR DEVELOPED AT
CONSIDERABLE EXPENSE TO THE COMPANY.
EMPLOYEE UNDERSTANDS THAT IN CONNECTION
WITH HIS EMPLOYMENT WITH THE COMPANY THE EMPLOYEE IS EXPECTED TO MAKE
CONTRIBUTIONS TO THE DEVELOPMENT OF PROPRIETARY INFORMATION.
EMPLOYEE
ACKNOWLEDGES THAT HIS EMPLOYMENT CREATES A RELATIONSHIP OF CONFIDENTIALITY AND
TRUST BETWEEN EMPLOYEE AND THE COMPANY WITH RESPECT TO INFORMATION OF A
CONFIDENTIAL OR SECRET NATURE WHICH IS DISCOVERED, MADE KNOWN TO, OR LEARNED BY
EMPLOYEE DURING HIS EMPLOYMENT WITH THE COMPANY INCLUDING, WITHOUT LIMITATION,
PROPRIETARY INFORMATION.
(D)
EMPLOYEE WILL NOT, WHILE HE IS OR AFTER HE
CEASES TO BE AN EMPLOYEE OF THE COMPANY, DISCLOSE ANY OF THE PROPRIETARY
INFORMATION REFERRED TO ABOVE TO ANY PERSON, FIRM, CORPORATION, ASSOCIATION OR
OTHER ENTITY FOR ANY REASON OR PURPOSE WHATSOEVER, OTHER THAN IN FURTHERANCE OF
THE BUSINESS OF THE COMPANY OR IN RESPONSE TO COURT ORDER.
(E)
EMPLOYEE FURTHER AGREES THAT IN THE EVENT
OF THE TERMINATION OF HIS EMPLOYMENT WITH THE COMPANY, FOR ANY REASON, OR AT ANY
TIME UPON THE REQUEST OF THE COMPANY, EMPLOYEE WILL DELIVER TO THE COMPANY ALL
DOCUMENTS AND OTHER MATERIAL ITEMS OF ANY NATURE PERTAINING TO ANY PROPRIETARY
INFORMATION.
WHEN EMPLOYEE TERMINATES EMPLOYMENT WITH THE COMPANY, EMPLOYEE
WILL SIGN A CERTIFICATE CONFIRMING THAT HE HAS COMPLIED WITH THE REQUIREMENTS OF
THIS SUBPARAGRAPH.
(F)
IN THE EVENT OF ANY BREACH OR THREATENED
BREACH BY EMPLOYEE OF THE PROVISIONS OF THIS AGREEMENT, THE COMPANY SHALL BE
ENTITLED TO AN INJUNCTION RESTRAINING SUCH BREACH.
NOTHING HEREIN SHALL BE
CONSTRUED AS PROHIBITING THE COMPANY FROM PURSUING ANY OTHER REMEDIES AVAILABLE
TO THE COMPANY FOR SUCH BREACH OR THREATENED BREACH, INCLUDING THE RECOVERY OF
DAMAGES FROM EMPLOYEE.
14
ENTIRE AGREEMENT.
THIS AGREEMENT
CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF, AND ALL PROMISES, REPRESENTATIONS, UNDERSTANDINGS, WARRANTIES AND
AGREEMENTS WITH REFERENCE TO THE SUBJECT MATTER HEREOF AND INDUCEMENTS TO THE
MAKING OF THIS AGREEMENT RELIED UPON BY ANY PARTY HERETO HAVE BEEN EXPRESSED
HEREIN.
15
GOVERNING LAW.
THIS AGREEMENT SHALL BE
DEEMED A CONTRACT MADE AND ENTERED INTO IN THE COMMONWEALTH OF MASSACHUSETTS
AND, TOGETHER WITH THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE
CONSTRUED UNDER AND GOVERNED BY THE LAWS OF SUCH STATE.
16
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN MULTIPLE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL BUT
ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
17
EFFECT OF HEADINGS.
ANY TITLE OF AN
ARTICLE OR SECTION HEADING HEREIN CONTAINED IS FOR CONVENIENCE OF REFERENCE
ONLY, AND SHALL NOT AFFECT THE MEANING OF CONSTRUCTION OF ANY OF THE PROVISIONS
HEREOF.
18
SUCCESSORS AND ASSIGNS.
ALL COVENANTS,
PROMISES AND AGREEMENTS BY OR ON BEHALF OF THE PARTIES CONTAINED IN THIS
AGREEMENT SHALL INURE TO THE BENEFIT OF, AND BE BINDING UPON, THE SUCCESSORS AND
ASSIGNS OF