CONFIDENTIAL INFORMATION.
THE PARTIES HERETO
RECOGNIZE THAT A MAJOR NEED OF THE COMPANY IS TO PRESERVE ITS SPECIALIZED
KNOWLEDGE, TRADE SECRETS, AND CONFIDENTIAL INFORMATION.
THE STRENGTH AND GOOD
WILL OF THE COMPANY IS DERIVED FROM THE SPECIALIZED KNOWLEDGE, TRADE SECRETS,
AND CONFIDENTIAL INFORMATION GENERATED FROM EXPERIENCE WITH THE ACTIVITIES
UNDERTAKEN BY THE COMPANY.
THE UNAUTHORIZED DISCLOSURE OF THIS INFORMATION AND
KNOWLEDGE TO COMPETITORS WOULD BE BENEFICIAL TO THEM AND DETRIMENTAL TO THE
COMPANY, AS WOULD THE DISCLOSURE OF NON-PUBLIC INFORMATION ABOUT THE MARKETING
PRACTICES, PRICING PRACTICES, COSTS, PROFIT MARGINS, DESIGN SPECIFICATIONS,
ANALYTICAL TECHNIQUES, AND SIMILAR ITEMS OF THE COMPANY.
THE EXECUTIVE
ACKNOWLEDGES THAT SPECIFIC PROPRIETARY INFORMATION AND NON-PUBLIC
4
DATA OBTAINED BY HIM WHILE EMPLOYED BY OR PROVIDING SERVICES TO THE COMPANY
CONCERNING THE BUSINESS OR AFFAIRS OF THE COMPANY ARE THE PROPERTY OF THE
COMPANY.
BY REASON OF HIS HAVING BEEN A SENIOR EXECUTIVE AND CONTINUING AS A
DIRECTOR OF THE COMPANY, THE EXECUTIVE HAS OR WILL HAVE ACCESS TO, AND HAS
OBTAINED OR WILL OBTAIN, TRADE SECRETS AND CONFIDENTIAL INFORMATION ABOUT THE
COMPANY'S OPERATIONS, WHICH OPERATIONS EXTEND THROUGHOUT THE UNITED STATES.
THEREFORE, SUBJECT TO THE PROVISIONS OF SECTION 11 HEREOF, THE EXECUTIVE HEREBY
AGREES AS FOLLOWS, RECOGNIZING THAT THE COMPANY IS RELYING ON THESE AGREEMENTS
IN ENTERING INTO THIS AGREEMENT:
(A)
DURING THE PERIOD OF THE EXECUTIVE'S SERVICE AS A DIRECTOR OF THE
COMPANY AND FOR THREE YEARS THEREAFTER, THE EXECUTIVE WILL NOT USE, DISCLOSE TO
OTHERS, OR PUBLISH OR OTHERWISE MAKE AVAILABLE TO ANY OTHER PARTY (OTHER THAN IN
FURTHERANCE OF HIS OBLIGATIONS HEREUNDER) ANY NON-PUBLIC INVENTIONS OF THE
COMPANY OR ANY CONFIDENTIAL BUSINESS INFORMATION ABOUT THE AFFAIRS OF THE
COMPANY, INCLUDING BUT NOT LIMITED TO CONFIDENTIAL INFORMATION CONCERNING THE
COMPANY'S PRODUCTS, METHODS, ENGINEERING DESIGNS AND STANDARDS, ANALYTICAL
TECHNIQUES, TECHNICAL INFORMATION, CUSTOMER INFORMATION, EMPLOYEE INFORMATION,
AND OTHER CONFIDENTIAL INFORMATION ACQUIRED BY HIM IN THE COURSE OF HIS PAST OR
FUTURE SERVICES FOR THE COMPANY.
THE EXECUTIVE AGREES TO HOLD AS THE COMPANY'S
PROPERTY ALL BOOKS, PAPERS, LETTERS, FORMULAS, MEMORANDA, NOTES, PLANS, RECORDS,
REPORTS, COMPUTER TAPES, PRINTOUTS, SOFTWARE AND OTHER DOCUMENTS, AND ALL COPIES
THEREOF AND THEREFROM, RELATING TO THE COMPANY'S BUSINESS AND AFFAIRS CONDUCTED
BY HIM AS CHAIRMAN OF THE BOARD, WHETHER MADE BY HIM OR OTHERWISE COMING INTO
HIS POSSESSION, AND ON TERMINATION OF HIS SERVICE TO THE COMPANY, OR ON DEMAND
OF THE COMPANY, AT ANY TIME THEREAFTER, TO DELIVER THE SAME TO THE COMPANY, TO
THE EXTENT THAT ANY OF SUCH PROPERTY IS THEN IN HIS POSSESSION OR UNDER HIS
CONTROL;
PROVIDED, HOWEVER, THE EXECUTIVE SHALL BE PERMITTED TO RETAIN ONE
ARCHIVAL COPY FOR HIMSELF, INCLUDING FOR USE IN ANY PROCEEDING INVOLVING HIS
EMPLOYMENT WITH OR SERVICE TO THE COMPANY; AND PROVIDED, FURTHER, THAT NO
INFORMATION SHALL BE CONSIDERED CONFIDENTIAL INFORMATION OF THE COMPANY OR
OTHERWISE SUBJECT TO THIS SECTION 5 IF SUCH INFORMATION (A) IS KNOWN TO THE
EXECUTIVE PRIOR TO THE TIME OF DISCLOSURE, (B) HAS BECOME PUBLICLY KNOWN AND
MADE GENERALLY AVAILABLE, (C) HAS BEEN RECEIVED BY THE EXECUTIVE FROM