ALL EQUIPMENT, AND ALL
HARDCOPY AND/OR COMPUTER-BASED DOCUMENTS, BOOKS, RECORDS, VIDEOS, DISKS, DATA
FILES, AUDIO AND VIDEO RECORDINGS, AND OTHER THINGS PERTAINING TO THE COMPANY OR
CONTAINING ITS INFORMATION, WHETHER OBTAINED DIRECTLY OR INDIRECTLY FROM THE
COMPANY AND WITH OR WITHOUT ITS KNOWLEDGE OR CONSENT (COLLECTIVELY, "THE COMPANY
INFORMATION").
THE EMPLOYEE WARRANTS AND REPRESENTS THAT HE WILL NOT DIRECTLY
OR INDIRECTLY DUPLICATE, REPLICATE, OR OTHERWISE RETAIN ANY COPIES OF ANY
COMPANY INFORMATION IN ANY FORM OR FASHION.
WITHIN THREE (3) BUSINESS DAYS OF
EXECUTING THIS AGREEMENT, THE EMPLOYEE WILL RETURN THE COMPANY INFORMATION BY
HAND DELIVERY TO HEELYS, C/O KENNETH C. BROODO, GARDERE WYNNE SEWELL LLP, 1601
ELM STREET, SUITE 3000, DALLAS, TEXAS
75201-4761.
NOTWITHSTANDING THE
FOREGOING PROVISIONS IN THIS PARAGRAPH 8, EMPLOYEE'S ATTORNEY(S) MAY RETAIN
INFORMATION AND DOCUMENTS PROVIDED TO THEM BY EMPLOYEE IN CONNECTION WITH
SEEKING LEGAL ADVICE RELATING TO THIS AGREEMENT AND HIS EMPLOYMENT WITH THE
COMPANY.
9.
PROTECTION OF CONFIDENTIAL INFORMATION:
A.
EMPLOYEE ACKNOWLEDGES THAT HE HAS HAD
ACCESS TO AND HAS BECOME FAMILIAR WITH VARIOUS TRADE SECRETS AND PROPRIETARY AND
CONFIDENTIAL INFORMATION OF THE COMPANY, INCLUDING, BUT NOT LIMITED TO, THE
IDENTITY, RESPONSIBILITY, AND/OR INCOME OF EMPLOYEES, COSTS OF DOING BUSINESS,
FINANCIAL INFORMATION, FORMULAS, PROCESSES, AND SUPPLIERS, COMPILATIONS OF
INFORMATION, RECORDS, CUSTOMER INFORMATION, METHODS OF DOING BUSINESS,
INFORMATION ABOUT PAST, PRESENT, PENDING, AND/OR PLANNED TRANSACTIONS, AND OTHER
CONFIDENTIAL INFORMATION (COLLECTIVELY REFERRED TO AS "CONFIDENTIAL
INFORMATION"), WHICH ARE OWNED BY THE COMPANY AND REGULARLY USED IN THE
OPERATION OF ITS BUSINESS, AND AS TO WHICH THE COMPANY TAKES PRECAUTIONS TO
PREVENT DISSEMINATION TO PERSONS OTHER THAN CERTAIN DIRECTORS, OFFICERS, AND
EMPLOYEES.
EMPLOYEE ACKNOWLEDGES THAT THE CONFIDENTIAL INFORMATION (I) IS
SECRET AND NOT KNOWN IN THE INDUSTRY; (II) GIVES THE COMPANY AN ADVANTAGE OVER
COMPETITORS WHO DO NOT KNOW OR USE THE CONFIDENTIAL INFORMATION; (III) IS OF
SUCH VALUE AND NATURE AS TO MAKE IT REASONABLE AND NECESSARY TO PROTECT AND
PRESERVE THE CONFIDENTIALITY AND SECRECY OF THE CONFIDENTIAL INFORMATION; AND
(IV) CONSTITUTES A VALUABLE, SPECIAL, AND UNIQUE ASSET OF THE COMPANY, THE
DISCLOSURE OF WHICH COULD CAUSE SUBSTANTIAL INJURY AND LOSS OF PROFITS AND
GOODWILL TO THE COMPANY.
6
B.
EMPLOYEE SHALL NOT IN ANY WAY USE OR
DISCLOSE ANY CONFIDENTIAL INFORMATION, DIRECTLY OR INDIRECTLY, AT ANY TIME IN
THE FUTURE, AND SHALL OTHERWISE PROTECT SUCH INFORMATION FROM UNAUTHORIZED USE
OR DISCLOSURE BY OTHERS.
ALL FILES, RECORDS, DOCUMENTS, INFORMATION, DATA, AND
SIMILAR ITEMS RELATING TO THE BUSINESS OF THE COMPANY, WHETHER PREPARED BY
EMPLOYEE OR OTHERWISE COMING INTO HIS POSSESSION, WILL REMAIN THE EXCLUSIVE
PROPERTY OF COMPANY, AND IN ANY EVENT MUST BE PROMPTLY DELIVERED TO THE COMPANY
UPON EXECUTION OF THIS AGREEMENT.
CONFIDENTIAL INFORMATION DOES NOT INCLUDE
MATERIAL, DATA, DOCUMENTS, AND/OR INFORMATION THAT THE COMPANY HAS VOLUNTARILY
PLACED IN THE PUBLIC DOMAIN; THAT HAS BEEN LAWFULLY AND INDEPENDENTLY DEVELOPED
AND PUBLICLY DISCLOSED BY THIRD PARTIES; THAT CONSTITUTES THE GENERAL KNOWLEDGE
AND SKILLS GAINED BY EMPLOYEE DURING THE TIME PERIOD OF HIS EMPLOYMENT WITH THE
COMPANY; OR THAT OTHERWISE ENTERS THE PUBLIC DOMAIN THROUGH LAWFUL