A PERIOD OF ONE (1) YEAR HAS EXPIRED WITHOUT ANY VIOLATION OF SUCH PROVISIONS.
(C)
IF ANY RESTRICTION SET FORTH IN THIS SECTION 9 IS FOUND BY ANY
COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE BECAUSE IT EXTENDS FOR TOO
LONG A PERIOD OF TIME OR OVER TOO GREAT A RANGE OF ACTIVITIES OR IN TOO BROAD A
GEOGRAPHIC AREA, IT SHALL BE INTERPRETED TO EXTEND ONLY OVER THE MAXIMUM PERIOD
OF TIME, RANGE OF ACTIVITIES OR GEOGRAPHIC AREA AS TO WHICH IT MAY BE
ENFORCEABLE.
(D)
THE RESTRICTIONS CONTAINED IN THIS SECTION 9 ARE NECESSARY FOR THE
PROTECTION OF THE BUSINESS AND GOODWILL OF THE COMPANY AND ARE CONSIDERED BY THE
EMPLOYEE TO BE REASONABLE FOR SUCH PURPOSE.
THE EMPLOYEE AGREES THAT ANY BREACH
OF THIS SECTION 9 IS LIKELY TO CAUSE THE COMPANY SUBSTANTIAL AND IRREVOCABLE
DAMAGE THAT IS DIFFICULT TO MEASURE.
THEREFORE, IN THE EVENT OF ANY SUCH BREACH
OR THREATENED BREACH, THE EMPLOYEE AGREES THAT THE COMPANY, IN ADDITION TO SUCH
OTHER REMEDIES THAT MAY BE AVAILABLE, SHALL HAVE THE RIGHT TO OBTAIN AN
INJUNCTION FROM A COURT RESTRAINING SUCH A BREACH OR THREATENED BREACH AND THE
RIGHT TO SPECIFIC PERFORMANCE OF THE PROVISIONS OF THIS SECTION 9 WITHOUT
POSTING A BOND AND THE EMPLOYEE HEREBY WAIVES THE ADEQUACY OF A REMEDY AT LAW AS
A DEFENSE TO SUCH RELIEF.
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10.
PROPRIETARY INFORMATION AND DEVELOPMENTS.
10.1
PROPRIETARY INFORMATION.
(A)
THE EMPLOYEE AGREES THAT ALL INFORMATION, WHETHER OR NOT IN
WRITING, OF A PRIVATE, SECRET OR CONFIDENTIAL NATURE CONCERNING THE COMPANY'S
BUSINESS, BUSINESS RELATIONSHIPS OR FINANCIAL AFFAIRS (COLLECTIVELY,
"PROPRIETARY INFORMATION") IS AND SHALL BE THE EXCLUSIVE PROPERTY OF THE
COMPANY.
BY WAY OF ILLUSTRATION, BUT NOT LIMITATION, PROPRIETARY INFORMATION
MAY INCLUDE DISCOVERIES, INVENTIONS, PRODUCTS, PRODUCT IMPROVEMENTS, PRODUCT
ENHANCEMENTS, PROCESSES, METHODS, TECHNIQUES, FORMULAS, COMPOSITIONS, COMPOUNDS,
NEGOTIATION STRATEGIES AND POSITIONS, PROJECTS, DEVELOPMENTS, PLANS (INCLUDING
BUSINESS AND MARKETING PLANS), RESEARCH DATA, CLINICAL DATA, FINANCIAL DATA
(INCLUDING SALES, COSTS, PROFITS AND PRICING METHODS), PERSONNEL DATA, COMPUTER
PROGRAMS (INCLUDING SOFTWARE USED PURSUANT TO A LICENSE AGREEMENT), CUSTOMER AND
SUPPLIER LISTS, AND CONTACTS AT OR KNOWLEDGE OF CUSTOMERS OR PROSPECTIVE
CUSTOMERS OF THE COMPANY.
THE EMPLOYEE WILL NOT DISCLOSE ANY PROPRIETARY
INFORMATION TO ANY PERSON OR ENTITY OTHER THAN EMPLOYEES OF THE COMPANY OR USE
THE SAME FOR ANY PURPOSES (OTHER THAN IN THE PERFORMANCE OF HIS DUTIES AS AN
EMPLOYEE OF THE COMPANY), EITHER DURING OR AFTER HIS EMPLOYMENT WITH THE
COMPANY, UNLESS AND UNTIL SUCH PROPRIETARY INFORMATION HAS BECOME PUBLIC
KNOWLEDGE WITHOUT FAULT BY THE EMPLOYEE.
(B)
THE EMPLOYEE AGREES THAT ALL FILES, DOCUMENTS, LETTERS, MEMORANDA,
REPORTS, RECORDS, DATA, SKETCHES, DRAWINGS, METHODS, LABORATORY NOTEBOOKS,
PROGRAM LISTINGS, COMPUTER EQUIPMENT OR DEVICES, COMPUTER PROGRAMS OR OTHER
WRITTEN, PHOTOGRAPHIC, OR OTHER TANGIBLE MATERIAL CONTAINING PROPRIETARY
INFORMATION, WHETHER CREATED BY THE EMPLOYEE OR OTHERS, WHICH SHALL COME INTO
HIS CUSTODY OR POSSESSION, SHALL BE AND ARE THE EXCLUSIVE PROPERTY OF THE
COMPANY AND ARE TO BE USED BY THE EMPLOYEE ONLY IN THE PERFORMANCE OF HIS DUTIES
FOR THE
20
COMPANY.
ALL