A REASONABLE OPPORTUNITY FOR IT TO SEE
PROTECTION OF SUCH CONFIDENTIAL INFORMATION PRIOR TO DISCLOSURE.
THE EXECUTIVE
UNDERSTANDS THAT THESE RESTRICTIONS SHALL CONTINUE TO APPLY AFTER HIS EMPLOYMENT
TERMINATES, REGARDLESS OF THE REASON FOR SUCH TERMINATION.
THE CONFIDENTIALITY
OBLIGATION UNDER THIS SECTION 7 SHALL NOT APPLY TO INFORMATION WHICH IS
GENERALLY KNOWN OR READILY AVAILABLE TO THE PUBLIC AT THE TIME OF DISCLOSURE OR
BECOMES GENERALLY KNOWN THROUGH NO WRONGFUL ACT ON THE PART OF THE EXECUTIVE OR
ANY OTHER PERSON HAVING AN OBLIGATION OF CONFIDENTIALITY TO THE COMPANY OR ANY
OF ITS AFFILIATES.
(B)
ALL DOCUMENTS, RECORDS, TAPES AND OTHER
MEDIA OF EVERY KIND AND DESCRIPTION RELATING TO THE BUSINESS, PRESENT OR
OTHERWISE, OF THE COMPANY OR ITS AFFILIATES AND ANY COPIES, IN WHOLE OR IN PART,
THEREOF (THE "DOCUMENTS"), WHETHER OR NOT PREPARED BY THE EXECUTIVE, SHALL BE
THE SOLE AND EXCLUSIVE PROPERTY OF THE COMPANY AND ITS AFFILIATES.
THE
EXECUTIVE SHALL SAFEGUARD ALL DOCUMENTS AND SHALL SURRENDER TO THE COMPANY AT
THE TIME HIS EMPLOYMENT TERMINATES, OR AT SUCH EARLIER TIME OR TIMES AS THE
BOARD OR ITS DESIGNEE MAY SPECIFY, ALL DOCUMENTS THEN IN THE EXECUTIVE'S
POSSESSION OR CONTROL.
8.
ASSIGNMENT OF RIGHTS TO INTELLECTUAL
PROPERTY.
THE EXECUTIVE SHALL PROMPTLY AND FULLY DISCLOSE ALL INTELLECTUAL
PROPERTY TO THE COMPANY.
THE EXECUTIVE HEREBY ASSIGNS AND AGREES TO ASSIGN TO
THE COMPANY (OR AS OTHERWISE DIRECTED BY THE COMPANY) THE EXECUTIVE'S FULL
RIGHT, TITLE AND INTEREST IN AND TO ALL INTELLECTUAL PROPERTY DEVELOPED AT ANY
TIME DURING HIS EMPLOYMENT WITH THE COMPANY, ITS AFFILIATES, SUCCESSORS OR
ASSIGNS.
THE EXECUTIVE AGREES TO EXECUTE ANY AND ALL APPLICATIONS FOR DOMESTIC
AND FOREIGN PATENTS, COPYRIGHTS OR OTHER PROPRIETARY RIGHTS AND TO DO SUCH OTHER
ACTS (INCLUDING WITHOUT LIMITATION THE EXECUTION AND DELIVERY OF INSTRUMENTS OF
FURTHER ASSURANCE OR CONFIRMATION) REQUESTED BY THE COMPANY TO ASSIGN THE
INTELLECTUAL PROPERTY TO THE COMPANY AND TO PERMIT THE COMPANY TO ENFORCE ANY
PATENTS, COPYRIGHTS OR OTHER PROPRIETARY RIGHTS TO THE INTELLECTUAL PROPERTY.
THE EXECUTIVE WILL NOT CHARGE THE COMPANY FOR TIME SPENT IN COMPLYING WITH THESE
OBLIGATIONS.
ALL COPYRIGHTABLE WORKS THAT THE EXECUTIVE CREATES SHALL BE
CONSIDERED "WORK MADE FOR HIRE" AND SHALL, UPON CREATION, BE OWNED EXCLUSIVELY
BY THE COMPANY.
9.
RESTRICTED ACTIVITIES.
THE EXECUTIVE
ACKNOWLEDGES THE IMPORTANCE TO THE COMPANY AND ITS AFFILIATES OF PROTECTING
THEIR TRADE SECRETS AND OTHER CONFIDENTIAL INFORMATION AND THEIR OTHER
LEGITIMATE BUSINESS INTERESTS, INCLUDING WITHOUT LIMITATION THE VALUABLE TRADE
SECRETS, OTHER CONFIDENTIAL INFORMATION AND GOODWILL THAT THEY HAVE DEVELOPED OR
ACQUIRED AND WHICH THEY SHALL CONTINUE TO DEVELOP AND ACQUIRE WHILE THE
EXECUTIVE'S EMPLOYMENT CONTINUES.
THE COMPANY AGREES, IN CONSIDERATION OF THE
EXECUTIVE'S ACCEPTANCE OF THE RESTRICTIONS SET FORTH BELOW, TO GRANT THE
EXECUTIVE ACCESS TO TRADE SECRETS AND OTHER CONFIDENTIAL INFORMATION OF THE
COMPANY AND ITS IMMEDIATE AFFILIATES AND TO THEIR VALUABLE BUSINESS
RELATIONSHIPS AND THEIR GOODWILL.
THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT
THE RESTRICTIONS ON HIS ACTIVITIES DURING AND AFTER HIS EMPLOYMENT SET FORTH
BELOW ARE NECESSARY TO PROTECT THE GOODWILL, CONFIDENTIAL INFORMATION AND OTHER