Executive, which agreement shall not be
unreasonably withheld.
15.
SURRENDER OF PROPERTIES. UPON TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY, REGARDLESS OF THE CAUSE THEREFOR, THE EXECUTIVE
SHALL PROMPTLY SURRENDER TO THE COMPANY ALL PROPERTY PROVIDED HIM BY THE COMPANY
FOR USE IN RELATION TO HIS EMPLOYMENT, AND, IN ADDITION, THE EXECUTIVE SHALL
SURRENDER TO THE COMPANY ANY AND ALL CONFIDENTIAL SALES MATERIALS, LISTS OF
CUSTOMERS AND PROSPECTIVE CUSTOMERS, PRICE LISTS, FILES, PATENT APPLICATIONS,
RECORDS, MODELS, OR OTHER MATERIALS AND INFORMATION OF OR PERTAINING TO THE
COMPANY OR ITS CUSTOMERS OR PROSPECTIVE CUSTOMERS OR THE PRODUCTS, BUSINESS, AND
OPERATIONS OF THE COMPANY IN HIS POSSESSION.
16.
INVENTIONS AND SECRECY. EXCEPT AS OTHERWISE PROVIDED IN THIS
SECTION 16 THE EXECUTIVE:
(A)
SHALL HOLD IN A FIDUCIARY CAPACITY FOR THE BENEFIT OF THE COMPANY
ALL SECRET OR CONFIDENTIAL INFORMATION, KNOWLEDGE, OR DATA OF THE COMPANY OR ITS
BUSINESS OR PRODUCTION OPERATIONS OBTAINED BY THE EXECUTIVE DURING HIS
EMPLOYMENT BY THE COMPANY, WHICH SHALL NOT BE GENERALLY KNOWN TO THE PUBLIC OR
RECOGNIZED AS STANDARD PRACTICE (WHETHER OR NOT DEVELOPED BY THE EXECUTIVE) AND
SHALL NOT, DURING HIS EMPLOYMENT BY THE COMPANY AND AFTER THE TERMINATION OF
SUCH EMPLOYMENT FOR ANY REASON, COMMUNICATE OR DIVULGE ANY SUCH INFORMATION,
KNOWLEDGE OR DATA TO ANY PERSON, FIRM OR CORPORATION OTHER THAN THE COMPANY OR
PERSONS, FIRMS OR CORPORATIONS DESIGNATED BY THE COMPANY;
(B)
SHALL PROMPTLY DISCLOSE TO THE COMPANY ALL INVENTIONS, IDEAS,
DEVICES, AND PROCESSES MADE OR CONCEIVED BY HIM ALONE OR JOINTLY WITH OTHERS,
FROM THE TIME OF ENTERING THE COMPANY'S EMPLOY UNTIL SUCH EMPLOYMENT IS
TERMINATED, RELEVANT OR PERTINENT IN ANY WAY, WHETHER DIRECTLY OR INDIRECTLY, TO
THE COMPANY'S BUSINESS OR PRODUCTION OPERATIONS OR RESULTING FROM OR SUGGESTED
BY ANY WORK WHICH HE MAY HAVE DONE FOR THE COMPANY OR AT ITS REQUEST;
(C)
SHALL, AT ALL TIMES DURING HIS EMPLOYMENT WITH THE COMPANY, ASSIST
THE COMPANY (ENTIRELY AT THE COMPANY'S EXPENSE) TO OBTAIN AND DEVELOP FOR THE
COMPANY'S BENEFIT PATENTS ON SUCH INVENTIONS, IDEAS, DEVICES AND PROCESSES,
WHETHER OR NOT PATENTED; AND
(D)
SHALL DO ALL SUCH ACTS AND EXECUTE, ACKNOWLEDGE AND DELIVER ALL
SUCH INSTRUMENTS AS MAY BE NECESSARY OR DESIRABLE IN THE OPINION OF THE COMPANY
TO VEST IN THE COMPANY THE ENTIRE INTEREST IN SUCH INVENTIONS, IDEAS, DEVICES,
AND PROCESSES REFERRED TO ABOVE.
The foregoing to the contrary notwithstanding, the Executive shall not be
required to assign or offer to assign to the Company any of the Executive's
rights in any invention for which no equipment, supplies, facility, or trade
secret information of the Company was used and which was developed entirely on
the Executive's own time, unless:
(A) the invention related to (i) the Business
of the Company; or (ii) the Company's actual or demonstrably anticipated (with
the realistic prospect of occurring) research or development; or (B) the
invention results from any work performed by the Executive for the Company. The
Executive acknowledges his prior receipt of written notification of the
limitation set forth in the preceding