BY THE COMPANY OR
ITS SUBSIDIARIES RELATING TO
12
THE BUSINESSES OF ANY OF THE COMPANY AND ITS SUBSIDIARIES OR THE BUSINESS OF ANY
CUSTOMER THEREOF INCLUDING, BUT NOT LIMITED TO:
PRICING MODELS; PRODUCTS OR
SERVICES; FEES, COSTS AND PRICING STRUCTURE; DESIGNS; ANALYSES; FORMULAE;
DRAWINGS; PHOTOGRAPHS; REPORTS; COMPUTER SOFTWARE, INCLUDING OPERATING SYSTEMS,
APPLICATIONS, PROGRAM LISTINGS, FLOW CHARTS, MANUALS AND DOCUMENTATION;
DATABASES; ACCOUNTING AND BUSINESS METHODS; INVENTIONS AND NEW DEVELOPMENTS AND
METHODS, WHETHER PATENTABLE OR UNPATENTABLE AND WHETHER OR NOT REDUCED TO
PRACTICE; ALL COPYRIGHTABLE WORKS; THE CUSTOMERS OF ANY OF THE COMPANY AND ITS
SUBSIDIARIES AND THE CONFIDENTIAL INFORMATION OF ANY CUSTOMER THEREOF; AND ALL
SIMILAR AND RELATED INFORMATION IN WHATEVER FORM.
CONFIDENTIAL INFORMATION
SHALL NOT INCLUDE ANY INFORMATION WHICH (I) WAS RIGHTFULLY KNOWN BY EXECUTIVE
PRIOR TO THE EMPLOYMENT TERM; (II) IS PUBLICLY DISCLOSED BY LAW OR IN RESPONSE
TO AN ORDER OF A COURT OR GOVERNMENTAL AGENCY; (III) BECOMES PUBLICLY AVAILABLE
THROUGH NO FAULT OF EXECUTIVE, OR (IV) HAS BEEN PUBLISHED IN A FORM GENERALLY
AVAILABLE TO THE PUBLIC PRIOR TO THE DATE UPON WHICH EXECUTIVE PROPOSES TO
DISCLOSE SUCH INFORMATION.
INFORMATION SHALL NOT BE DEEMED TO HAVE BEEN
PUBLISHED MERELY BECAUSE INDIVIDUAL PORTIONS OF THE INFORMATION HAVE BEEN
SEPARATELY PUBLISHED, BUT ONLY IF ALL THE MATERIAL FEATURES COMPRISING SUCH
INFORMATION HAVE BEEN PUBLISHED IN COMBINATION.
9.
INTELLECTUAL PROPERTY.
IN THE EVENT THAT EXECUTIVE, AS A PART OF
EXECUTIVE'S ACTIVITIES ON BEHALF OF THE COMPANY, GENERATES, AUTHORS OR
CONTRIBUTES TO ANY INVENTION, NEW DEVELOPMENT OR METHOD, WHETHER OR NOT
PATENTABLE AND WHETHER OR NOT REDUCED TO PRACTICE, ANY COPYRIGHTABLE WORK, ANY
TRADE SECRET, ANY OTHER CONFIDENTIAL INFORMATION, OR ANY INFORMATION THAT GIVES
ANY OF THE COMPANY AND ITS SUBSIDIARIES AN ADVANTAGE OVER ANY COMPETITOR, OR
SIMILAR OR RELATED DEVELOPMENTS OR INFORMATION RELATED TO THE PRESENT OR FUTURE
BUSINESS OF ANY OF THE COMPANY AND ITS SUBSIDIARIES (COLLECTIVELY "DEVELOPMENTS
AND INFORMATION"), EXECUTIVE ACKNOWLEDGES THAT ALL DEVELOPMENTS AND INFORMATION
ARE "WORK FOR HIRE" AND THE EXCLUSIVE PROPERTY OF THE COMPANY.
EXECUTIVE HEREBY
ASSIGNS TO THE COMPANY, ITS NOMINEES, SUCCESSORS OR ASSIGNS, ALL RIGHTS, TITLE
AND INTEREST TO DEVELOPMENTS AND INFORMATION.
EXECUTIVE SHALL COOPERATE WITH
THE COMPANY'S BOARD OF DIRECTORS TO PROTECT THE INTERESTS OF THE COMPANY AND ITS
SUBSIDIARIES IN DEVELOPMENTS AND INFORMATION.
EXECUTIVE SHALL EXECUTE AND FILE
ANY DOCUMENT RELATED TO ANY DEVELOPMENTS AND INFORMATION REQUESTED BY THE
COMPANY'S BOARD OF DIRECTORS INCLUDING APPLICATIONS, POWERS OF ATTORNEY,
ASSIGNMENTS OR OTHER INSTRUMENTS WHICH THE COMPANY'S BOARD OF DIRECTORS DEEMS
NECESSARY TO APPLY FOR ANY PATENT, COPYRIGHT OR OTHER PROPRIETARY RIGHT IN ANY
AND ALL COUNTRIES OR TO CONVEY ANY RIGHT, TITLE OR INTEREST THEREIN TO ANY OF
THE COMPANY'S NOMINEES, SUCCESSORS OR ASSIGNS.
10.
NO CONFLICTS.
(A)
EXECUTIVE AGREES THAT IN HIS INDIVIDUAL CAPACITY HE WILL NOT ENTER INTO
ANY AGREEMENT, ARRANGEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH ANY
SUPPLIER, CONTRACTOR, DISTRIBUTOR, WHOLESALER, SALES REPRESENTATIVE,
REPRESENTATIVE GROUP OR CUSTOMER, RELATING TO THE BUSINESS OF THE COMPANY OR ANY
OF ITS SUBSIDIARIES, WITHOUT THE EXPRESS WRITTEN CONSENT OF THE