THE COMPANY; (II)
THE NAME AND/OR ADDRESS OF ANY CUSTOMER OR VENDOR OF THE COMPANY OR ANY
INFORMATION CONCERNING THE TRANSACTIONS OR RELATIONS OF ANY CUSTOMER OR VENDOR
OF THE COMPANY WITH THE COMPANY; (III) ANY INFORMATION CONCERNING ANY PRODUCT,
TECHNOLOGY, OR PROCEDURE EMPLOYED BY THE COMPANY BUT NOT GENERALLY KNOWN TO ITS
CUSTOMERS OR VENDORS OR COMPETITORS, OR UNDER DEVELOPMENT BY OR BEING TESTED BY
THE COMPANY BUT NOT AT THE TIME OFFERED GENERALLY TO CUSTOMERS OR VENDORS; (IV)
ANY INFORMATION RELATING TO THE COMPANY'S COMPUTER SOFTWARE, COMPUTER SYSTEMS,
PRICING OR MARKETING METHODS, SALES MARGINS, COST OF GOODS, COST OF MATERIAL,
CAPITAL STRUCTURE, OPERATING RESULTS, BORROWING ARRANGEMENTS OR BUSINESS PLANS;
(V) ANY INFORMATION IDENTIFIED AS CONFIDENTIAL OR PROPRIETARY IN ANY LINE OF
BUSINESS ENGAGED IN BY THE COMPANY; (VI) ANY INFORMATION THAT, TO EXECUTIVE'S
ACTUAL KNOWLEDGE, THE COMPANY ORDINARILY MAINTAINS AS CONFIDENTIAL OR
PROPRIETARY; (VII) ANY BUSINESS PLANS, BUDGETS, ADVERTISING OR MARKETING PLANS;
(VIII) ANY INFORMATION CONTAINED IN ANY OF THE COMPANY'S WRITTEN OR ORAL
POLICIES AND PROCEDURES OR MANUALS; (IX) ANY INFORMATION BELONGING TO CUSTOMERS,
VENDORS OR ANY OTHER PERSON OR ENTITY WHICH THE COMPANY, TO EXECUTIVE'S ACTUAL
KNOWLEDGE, HAS AGREED TO HOLD IN CONFIDENCE; AND (X) ALL WRITTEN, GRAPHIC,
ELECTRONIC DATA AND OTHER MATERIAL CONTAINING ANY OF THE FOREGOING. EXECUTIVE
ACKNOWLEDGES THAT INFORMATION THAT IS NOT NOVEL OR COPYRIGHTED OR PATENTED MAY
NONETHELESS BE PROPRIETARY INFORMATION.
THE TERM "PROPRIETARY INFORMATION"
SHALL NOT INCLUDE INFORMATION GENERALLY KNOWN OR AVAILABLE TO THE PUBLIC OR
GENERALLY KNOWN OR AVAILABLE TO THE INDUSTRY OR INFORMATION THAT BECOMES
AVAILABLE TO EXECUTIVE ON AN UNRESTRICTED, NON-CONFIDENTIAL BASIS FROM A SOURCE
OTHER THAN THE COMPANY OR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS (WITHOUT
BREACH OF ANY OBLIGATION OF CONFIDENTIALITY OF WHICH EXECUTIVE HAS ACTUAL
KNOWLEDGE AT THE TIME OF THE RELEVANT DISCLOSURE BY EXECUTIVE).
(B)
EXECUTIVE AGREES THAT ALL PROCESSES, TECHNOLOGIES AND INVENTIONS
(COLLECTIVELY, "INVENTIONS"), INCLUDING NEW CONTRIBUTIONS, IMPROVEMENTS, IDEAS
AND DISCOVERIES, WHETHER PATENTABLE OR NOT, CONCEIVED, DEVELOPED, INVENTED OR
MADE BY EXECUTIVE DURING THE TERM (AND DURING ANY EMPLOYMENT BY THE COMPANY
PRIOR TO THE TERM) SHALL BELONG TO THE COMPANY, PROVIDED THAT SUCH INVENTIONS
GREW OUT OF EXECUTIVE'S WORK WITH THE COMPANY, ARE RELATED IN ANY MANNER TO THE
BUSINESS
23
(commercial or experimental) of the Company or are conceived or made on the
Company's time or with the use of the Company's facilities or materials.
Executive shall further:
(i) promptly disclose such Inventions to the Company;
(ii) assign to the Company, without additional compensation, all patent and
other rights to such Inventions for the United States and foreign countries;
(iii) sign all papers necessary to carry out the foregoing; and (iv) give
testimony in support of Executive's inventorship.
If any Invention is described
in a patent application or is disclosed to third parties, directly or
indirectly, by Executive within two years after the termination of Executive's
employment by the Company, it is to be presumed that the Invention was conceived
or made during the Term. Executive agrees that Executive will