UNDERSTAND AND AGREE
THAT AS AN EMPLOYEE OF THE COMPANY, YOU WILL RECEIVE AND CONTRIBUTE TO
CONFIDENTIAL INFORMATION.
YOU AGREE THAT AT ALL TIMES DURING YOUR EMPLOYMENT
AND AFTER THE TERMINATION THEREOF FOR ANY REASON WHATSOEVER, YOU WILL KEEP
SECRET CONFIDENTIAL INFORMATION AND THAT YOU WILL NOT USE OR DISCLOSE THE SAME
EXCEPT AS SUCH USE OR DISCLOSURE MAY BE REQUIRED IN CONNECTION WITH YOUR WORK
FOR THE COMPANY, OR UNLESS THE COMPANY FIRST EXPRESSLY AUTHORIZES SUCH
DISCLOSURE IN WRITING, OR UNLESS SUCH DISCLOSURE IS COMPELLED BY LAW OR LEGAL
PROCESS.
YOU ACKNOWLEDGE THAT THE COMPANY'S CONFIDENTIAL INFORMATION
CONSTITUTES A UNIQUE AND VALUABLE ASSET OF THE COMPANY AND REPRESENTS A
SUBSTANTIAL INVESTMENT OF TIME AND EXPENSE BY THE COMPANY AND THAT ANY IMPROPER
DISCLOSURE OR OTHER USE OF SUCH KNOWLEDGE OR INFORMATION OTHER THAN FOR THE SOLE
BENEFIT OF THE COMPANY WOULD BE WRONGFUL AND WOULD CAUSE IRREPARABLE HARM TO THE
COMPANY.
(III)
ASSIGNMENT.
YOU HEREBY ASSIGN TO THE COMPANY ANY RIGHTS YOU MAY
HAVE OR ACQUIRE IN THE CONFIDENTIAL INFORMATION AND RECOGNIZE THAT ALL OF THE
CONFIDENTIAL INFORMATION IS AND WILL BE THE SOLE PROPERTY OF THE COMPANY AND ITS
SUCCESSORS AND ASSIGNS.
(IV)
DEFINITION.
FOR PURPOSES OF THIS AGREEMENT, "CONFIDENTIAL
INFORMATION" MEANS ANY AND ALL INFORMATION IN WHATEVER FORM, WHETHER WRITTEN,
ELECTRONICALLY STORED, ORALLY TRANSMITTED OR MEMORIZED PERTAINING TO:
TRADE
SECRETS; CUSTOMER LISTS, RECORDS AND OTHER INFORMATION REGARDING CUSTOMERS;
PRICE LISTS AND PRICING POLICIES, FINANCIAL PLANS, RECORDS, LEDGERS AND
INFORMATION; PURCHASE ORDERS, AGREEMENTS AND RELATED DATA; BUSINESS DEVELOPMENT
PLANS; PRODUCTS AND TECHNOLOGIES; PRODUCT TESTS; MANUFACTURING COSTS; PRODUCT OR
SERVICE PRICING; SALES AND MARKETING PLANS; RESEARCH AND DEVELOPMENT PLANS;
PERSONNEL AND EMPLOYMENT RECORDS, FILES, DATA AND POLICIES (REGARDLESS OF
WHETHER THE INFORMATION PERTAIN TO YOU OR OTHER EMPLOYEES OF THE COMPANY); TAX
OR FINANCIAL INFORMATION; BUSINESS AND SALES METHODS AND OPERATIONS; BUSINESS
CORRESPONDENCE, MEMORANDA AND OTHER RECORDS; INVENTIONS, IMPROVEMENTS AND
DISCOVERIES; PROCESSES AND METHODS;
7
AND BUSINESS OPERATIONS AND RELATED DATA FORMULAE; COMPUTER RECORDS AND RELATED
DATA; KNOW-HOW, RESEARCH AND DEVELOPMENT; TRADEMARK, TECHNOLOGY, TECHNICAL
INFORMATION, COPYRIGHTED MATERIAL; AND ANY OTHER CONFIDENTIAL OR PROPRIETARY
DATA AND INFORMATION WHICH YOU ENCOUNTER DURING EMPLOYMENT, ALL OF WHICH ARE
HELD, POSSESSED OR OWNED BY THE COMPANY AND ALL OF WHICH ARE CONTINUALLY USED IN
THE OPERATIONS AND BUSINESS OF THE COMPANY.
THE COMPILATION, MANIPULATION OR
OTHER EXPLOITATION OF GENERALLY KNOWN INFORMATION MAY CONSTITUTE CONFIDENTIAL
INFORMATION.
CONFIDENTIAL INFORMATION DOES NOT INCLUDE KNOWLEDGE OR INFORMATION
THAT IS NOW OR SUBSEQUENTLY BECOMES GENERALLY KNOWN WITHIN THE COMPANY'S
INDUSTRY OTHER THAN AS A DIRECT OR INDIRECT RESULT OF THE BREACH OF THIS
AGREEMENT BY YOU.
(C)
NON-SOLICITATION OF CLIENTS.
DURING YOUR EMPLOYMENT, AND FOR 12
MONTHS AFTER THE DATE ON WHICH YOU ARE NO LONGER EMPLOYED BY THE COMPANY (FOR
ANY REASON), IN ANY CAPACITY, YOU MAY NOT, DIRECTLY OR INDIRECTLY, DIVERT,
SOLICIT OR ACCEPT BUSINESS FROM ANY CLIENT OR PROSPECTIVE CLIENT OF THE COMPANY
FOR BUSINESS RELATING TO (A) THE MANUFACTURE OR SALE OF CARDIO RESPIRATORY
DIAGNOSTIC DEVICES TO THE (I) CLINICAL RESEARCH, (II) HOSPITAL,