ITEMS, WHETHER OR NOT DEVELOPED BY THE EXECUTIVE, ARE THE EXCLUSIVE
PROPERTY OF THE COMPANY.
UPON TERMINATION OF THIS AGREEMENT BY EITHER PARTY, OR
UPON THE REQUEST OF THE COMPANY DURING THE EMPLOYMENT PERIOD, THE EXECUTIVE WILL
RETURN TO THE COMPANY ALL OF THE PROPRIETARY ITEMS IN THE EXECUTIVE'S POSSESSION
OR SUBJECT TO THE EXECUTIVE'S CONTROL, AND THE EXECUTIVE SHALL NOT RETAIN ANY
COPIES, ABSTRACTS, SKETCHES, OR OTHER PHYSICAL EMBODIMENT OF ANY OF THE
PROPRIETARY ITEMS.
(C)
DEFINITION OF CONFIDENTIAL INFORMATION.
FOR PURPOSES OF THIS AGREEMENT, "CONFIDENTIAL INFORMATION" SHALL INCLUDE ANY AND
ALL INFORMATION CONCERNING THE BUSINESS AND AFFAIRS OF THE COMPANY, INCLUDING,
WITHOUT LIMITATION, PRODUCT SPECIFICATIONS, DATA, KNOW-HOW, FORMULAE,
COMPOSITIONS, PROCESSES, DESIGNS, SKETCHES, PHOTOGRAPHS, GRAPHS, DRAWINGS,
SAMPLES, INVENTIONS AND IDEAS, PAST, CURRENT, AND PLANNED RESEARCH AND
DEVELOPMENT, CURRENT AND PLANNED DISTRIBUTION METHODS AND PROCESSES, CUSTOMER
LISTS, CURRENT AND ANTICIPATED CUSTOMER REQUIREMENTS, PRICE LISTS, MARKET
STUDIES, BUSINESS PLANS, COMPUTER SOFTWARE AND PROGRAMS (INCLUDING OBJECT CODE
AND SOURCE CODE), COMPUTER SOFTWARE AND DATABASE TECHNOLOGIES, SYSTEMS,
STRUCTURES, AND ARCHITECTURES (AND RELATED FORMULAE, COMPOSITIONS, PROCESSES,
IMPROVEMENTS, DEVICES, KNOW-HOW, INVENTIONS, DISCOVERIES, CONCEPTS, IDEAS,
DESIGNS, METHODS AND INFORMATION), HISTORICAL FINANCIAL STATEMENTS, FINANCIAL
PROJECTIONS AND BUDGETS, HISTORICAL AND PROJECTED SALES, CAPITAL SPENDING
BUDGETS AND PLANS, THE NAMES AND
16
BACKGROUNDS OF KEY PERSONNEL, AGENTS, PERSONNEL TRAINING AND TECHNIQUES AND
MATERIALS, INSURANCE PRODUCTS, PREMIUM STRUCTURES, INFORMATION RELATING TO
SUPPLIERS AND SUPPLIES, SALES AND MARKETING INFORMATION AND STRATEGY, NOTES,
ANALYSIS, COMPILATIONS, STUDIES, SUMMARIES, AND OTHER MATERIAL PREPARED BY OR
FOR THE COMPANY CONTAINING OR BASED, IN WHOLE OR IN PART, ON ANY INFORMATION
INCLUDED IN THE FOREGOING, AND ANY INFORMATION, HOWEVER DOCUMENTED, THAT IS A
TRADE SECRET WITHIN THE MEANING OF THE IOWA CODE ANNOTATED SECTION 550.1 THROUGH
550.8.
(D)
PENALTY FOR VIOLATION.
IN THE EVENT IT IS
DETERMINED THAT THE EXECUTIVE HAS VIOLATED THE PROVISIONS OF THIS SECTION 10,
THE EXECUTIVE, WITHOUT ANY FURTHER ACTION BY THE COMPANY OR EXECUTIVE, SHALL
FORFEIT, AS OF THE FIRST DAY OF ANY SUCH VIOLATION ANY AMOUNT OWED TO EXECUTIVE
UNDER SECTION 6(B), OTHER THAN THE ACCRUED BENEFITS.
THE COMPANY SHALL BE
ENTITLED TO REIMBURSEMENT FROM THE EXECUTIVE OF ANY FEES AND EXPENSES (INCLUDING
ATTORNEYS' FEES) INCURRED BY OR ON BEHALF OF THE COMPANY IN ENFORCING THE
COMPANY'S RIGHTS UNDER THIS SECTION 10.
BY ENTERING INTO THIS AGREEMENT, THE
EXECUTIVE HEREBY CONSENTS TO A DEDUCTION FROM ANY AMOUNTS THE COMPANY OWES TO
EXECUTIVE FROM TIME TO TIME (INCLUDING AMOUNTS OWED TO THE EXECUTIVE AS
COMPENSATION AS WELL AS ANY OTHER AMOUNTS OWED TO EXECUTIVE BY THE COMPANY), TO
THE EXTENT OF ANY AMOUNTS THAT THE EXECUTIVE OWES TO THE COMPANY UNDER THIS
SECTION 10 AS A FORFEITURE FOLLOWING A PAYMENT TO THE EXECUTIVE UNDER
SECTION 6(B), OTHER THAN ACCRUED BENEFITS, TO WHICH HE IS NO LONGER ENTITLED DUE
TO SUCH VIOLATION.
WHETHER OR NOT THE COMPANY ELECTS TO MAKE ANY SET-OFF IN
WHOLE OR IN PART, IF THE COMPANY DOES NOT RECOVER BY MEANS OF SET-OFF THE FULL
AMOUNT THE EXECUTIVE OWES TO THE COMPANY, THE EXECUTIVE AGREES TO PAY