FOR THE COMPANY TO IMPLEMENT THE TERMS OF THIS
AGREEMENT. EXECUTIVE FURTHER AGREES THAT ANY DISCLOSURE TO EXECUTIVE'S FINANCIAL
AND LEGAL ADVISORS WILL ONLY BE MADE AFTER SUCH ADVISORS ACKNOWLEDGE AND AGREE
TO MAINTAIN THE CONFIDENTIALITY OF THIS AGREEMENT AND ITS TERMS TO THE EXTENT
SUCH ADVISORS ARE NOT OTHERWISE BOUND BY A DUTY OF NON-DISCLOSURE; PROVIDED THAT
IF EXECUTIVE HAS OBTAINED SUCH AGREEMENT AND ACKNOWLEDGEMENT OR TO THE EXTENT
THE ADVISOR IS OTHERWISE SO BOUND, EXECUTIVE SHALL HAVE NO LIABILITY FOR
DISCLOSURE OF SUCH INFORMATION BY EXECUTIVE'S FINANCIAL AND LEGAL ADVISORS THAT
IS MADE WITHOUT EXECUTIVE'S KNOWLEDGE OR INVOLVEMENT.
(D)
EXECUTIVE FURTHER AGREES THAT EXECUTIVE WILL NOT IMPROPERLY USE OR DISCLOSE
ANY CONFIDENTIAL INFORMATION OR TRADE SECRETS, IF ANY, OF ANY FORMER EMPLOYERS
OR ANY OTHER PERSON TO WHOM EXECUTIVE HAS AN OBLIGATION OF CONFIDENTIALITY, AND
WILL NOT BRING ONTO THE PREMISES OF THE COMPANY, ITS SUBSIDIARIES OR AFFILIATES
ANY UNPUBLISHED DOCUMENTS OR ANY PROPERTY BELONGING
11
TO ANY FORMER EMPLOYER OR ANY OTHER PERSON TO WHOM EXECUTIVE HAS AN OBLIGATION
OF CONFIDENTIALITY UNLESS CONSENTED TO IN WRITING BY THE FORMER EMPLOYER OR
OTHER PERSON.
8. RETURN OF PROPERTY. EXECUTIVE ACKNOWLEDGES THAT ALL NOTES, MEMORANDA,
SPECIFICATIONS, DEVICES, FORMULAS, RECORDS, FILES, LISTS, DRAWINGS, DOCUMENTS,
MODELS, EQUIPMENT, PROPERTY, COMPUTER, SOFTWARE OR INTELLECTUAL PROPERTY
RELATING TO THE BUSINESSES OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES,
IN WHATEVER FORM (INCLUDING ELECTRONIC), AND ALL COPIES THEREOF, THAT ARE
RECEIVED OR CREATED BY EXECUTIVE WHILE AN EMPLOYEE OF THE COMPANY OR ITS
SUBSIDIARIES OR AFFILIATES (INCLUDING BUT NOT LIMITED TO CONFIDENTIAL
INFORMATION) ARE AND SHALL REMAIN THE PROPERTY OF THE COMPANY AND ITS
SUBSIDIARIES AND AFFILIATES, AND EXECUTIVE SHALL IMMEDIATELY RETURN SUCH
PROPERTY TO THE COMPANY UPON THE TERMINATION OF EXECUTIVE'S EMPLOYMENT AND, IN
ANY EVENT, AT THE COMPANY'S REQUEST. EXECUTIVE FURTHER AGREES THAT ANY PROPERTY
SITUATED ON THE PREMISES OF, AND OWNED BY, THE COMPANY OR ITS SUBSIDIARIES OR
AFFILIATES, INCLUDING DISKS AND OTHER STORAGE MEDIA, FILING CABINETS OR OTHER
WORK AREAS, IS SUBJECT TO INSPECTION BY COMPANY'S PERSONNEL AT ANY TIME WITH OR
WITHOUT NOTICE. NOTWITHSTANDING THE FOREGOING, EXECUTIVE SHALL BE PERMITTED TO
RETAIN HER ROLODEX AND SIMILAR ADDRESS BOOKS, INCLUDING THOSE IN ELECTRONIC FORM
AND THE PARTIES AGREE THAT THE NAMES AND CONTACT INFORMATION THEREIN ARE NOT
CONFIDENTIAL INFORMATION.
9. INTELLECTUAL PROPERTY RIGHTS. (A)
EXECUTIVE AGREES THAT THE RESULTS AND
PROCEEDS OF EXECUTIVE'S SERVICES FOR THE COMPANY OR ITS SUBSIDIARIES OR
AFFILIATES (INCLUDING, BUT NOT LIMITED TO, ANY TRADE SECRETS, PRODUCTS,
SERVICES, PROCESSES, KNOW-HOW, DESIGNS, DEVELOPMENTS, TECHNIQUES, FORMULAS,
METHODS, DEVELOPMENTAL OR EXPERIMENTAL WORK, IMPROVEMENTS, DISCOVERIES,
INVENTIONS, IDEAS, SOURCE AND OBJECT CODES, PROGRAMS, MATTERS OF A LITERARY,
MUSICAL, DRAMATIC OR OTHERWISE CREATIVE NATURE, WRITINGS AND OTHER WORKS OF
AUTHORSHIP) RESULTING FROM SERVICES PERFORMED WHILE AN EMPLOYEE OF THE COMPANY
AND ANY WORKS IN PROGRESS, WHETHER OR NOT PATENTABLE OR REGISTRABLE UNDER
COPYRIGHT OR SIMILAR STATUTES, THAT WERE MADE OR CONCEIVED OR REDUCED TO
PRACTICE OR LEARNED BY EXECUTIVE, EITHER ALONE OR JOINTLY WITH OTHERS
(COLLECTIVELY, "INVENTIONS"), SHALL BE WORKS-MADE-FOR-HIRE AND THE