WITH WHOM
EXECUTIVE BECAME ACQUAINTED DURING THE TERM OF HIS EMPLOYMENT), SOFTWARE
DEVELOPMENTS, INVENTIONS, PROCESSES, FORMULAS, TECHNOLOGY, DESIGNS, DRAWINGS,
ENGINEERING, HARDWARE CONFIGURATION INFORMATION, MARKETING, FINANCES OR OTHER
BUSINESS INFORMATION.
EXECUTIVE FURTHER UNDERSTANDS THAT CONFIDENTIAL
INFORMATION DOES NOT INCLUDE ANY OF THE FOREGOING ITEMS THAT HAVE BECOME
PUBLICLY KNOWN AND MADE GENERALLY AVAILABLE THROUGH NO WRONGFUL ACT OF
EXECUTIVE'S OR OF OTHERS WHO WERE UNDER CONFIDENTIALITY OBLIGATIONS AS TO THE
ITEM OR ITEMS INVOLVED OR IMPROVEMENTS OR NEW VERSIONS THEREOF.
3.2
FORMER EMPLOYER INFORMATION.
EXECUTIVE AGREES THAT HE WILL NOT, DURING HIS
EMPLOYMENT WITH THE COMPANY, IMPROPERLY USE OR DISCLOSE ANY PROPRIETARY
INFORMATION OR TRADE SECRETS OF ANY FORMER EMPLOYER OR OTHER PERSON OR ENTITY
AND THAT HE WILL NOT BRING ONTO THE PREMISES OF THE COMPANY ANY UNPUBLISHED
DOCUMENT OR PROPRIETARY INFORMATION BELONGING TO ANY SUCH EMPLOYER, PERSON OR
ENTITY UNLESS CONSENTED TO IN WRITING BY SUCH EMPLOYER, PERSON OR ENTITY.
3.3
THIRD PARTY INFORMATION.
EXECUTIVE RECOGNIZES THAT THE COMPANY HAS
RECEIVED AND IN THE FUTURE WILL RECEIVE FROM THIRD PARTIES THEIR CONFIDENTIAL OR
PROPRIETARY INFORMATION SUBJECT TO A DUTY ON THE COMPANY'S PART TO MAINTAIN THE
CONFIDENTIALITY OF SUCH INFORMATION AND TO USE IT ONLY FOR CERTAIN LIMITED
PURPOSES.
EXECUTIVE AGREES TO HOLD ALL SUCH CONFIDENTIAL OR PROPRIETARY
INFORMATION IN THE STRICTEST CONFIDENCE AND NOT TO DISCLOSE IT TO ANY PERSON,
FIRM OR CORPORATION OR TO USE IT EXCEPT AS NECESSARY IN CARRYING OUT EXECUTIVE'S
WORK FOR THE COMPANY'S CONSISTENT WITH THE COMPANY'S AGREEMENT WITH SUCH THIRD
PARTY.
4.
INVENTIONS.
4.1
INVENTIONS RETAINED AND LICENSED.
EXCEPT AS LISTED ON EXHIBIT A, EXECUTIVE
DOES NOT HAVE ANY INVENTIONS, ORIGINAL WORKS OF AUTHORSHIP, DEVELOPMENTS,
IMPROVEMENTS, AND TRADE SECRETS WHICH WERE MADE BY HIM PRIOR TO HIS EMPLOYMENT
WITH THE COMPANY (COLLECTIVELY REFERRED TO AS "PRIOR INVENTIONS"), WHICH BELONG
TO HIM, WHICH MAY RELATE TO THE COMPANY'S PROPOSED BUSINESS, PRODUCTS OR
RESEARCH AND DEVELOPMENT, AND WHICH WERE NOT PREVIOUSLY ASSIGNED TO THE
COMPANY.
IF IN THE COURSE OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, EXECUTIVE
INCORPORATES INTO A COMPANY
2
PRODUCT, PROCESS OR SERVICE A PRIOR INVENTION OWNED BY EXECUTIVE OR IN WHICH
EXECUTIVE HAS AN INTEREST, EXECUTIVE HEREBY GRANTS TO THE COMPANY A
NONEXCLUSIVE, ROYALTY-FREE, FULLY PAID-UP, IRREVOCABLE, PERPETUAL, WORLDWIDE
LICENSE TO MAKE, HAVE MADE, MODIFY, USE AND SELL SUCH PRIOR INVENTION AS PART OF
OR IN CONNECTION WITH SUCH PRODUCT, PROCESS OR SERVICE, AND TO PRACTICE ANY
METHOD RELATED THERETO.
4.2
ASSIGNMENT OF INVENTIONS.
EXECUTIVE AGREES THAT EXECUTIVE WILL PROMPTLY
MAKE FULL WRITTEN DISCLOSURE TO THE COMPANY, WILL HOLD IN TRUST FOR THE SOLE
RIGHT AND BENEFIT OF THE COMPANY, AND HEREBY ASSIGNS TO THE COMPANY, OR ITS
DESIGNEE, ALL EXECUTIVE'S RIGHT, TITLE, AND INTEREST IN AND TO ANY AND ALL
INVENTIONS, ORIGINAL WORKS OF AUTHORSHIP, DEVELOPMENTS, CONCEPTS, IMPROVEMENTS,
DESIGNS, DISCOVERIES, IDEAS, TRADEMARKS OR TRADE SECRETS, WHETHER OR NOT
PATENTABLE OR REGISTRABLE UNDER COPYRIGHT OR SIMILAR LAWS, WHICH EXECUTIVE MAY
SOLELY OR JOINTLY CONCEIVE OR DEVELOP OR REDUCE TO PRACTICE, OR CAUSE TO BE
CONCEIVED OR DEVELOPED OR REDUCED TO