TAKE OR USE FOR MY OWN
PURPOSES OR FOR THE PURPOSES OF OTHERS, ANY INFORMATION OWNED OR CONTROLLED BY
HP OR ANY OF ITS SUBSIDIARY OR AFFILIATED COMPANIES.
I AGREE THAT THESE
RESTRICTIONS SHALL ALSO APPLY TO ALL (I) INFORMATION IN HP'S POSSESSION
BELONGING TO THIRD PARTIES, AND (II) INFORMATION CONCEIVED, ORIGINATED,
DISCOVERED OR DEVELOPED, IN WHOLE OR IN PART, BY ME WHILE AN EMPLOYEE OF HP.
AS
USED HEREIN, "INFORMATION" INCLUDES TRADE SECRETS AND OTHER CONFIDENTIAL OR
PROPRIETARY BUSINESS, TECHNICAL, PERSONNEL OR FINANCIAL INFORMATION, WHETHER OR
NOT MY WORK PRODUCT, IN WRITTEN, GRAPHIC, ORAL OR OTHER TANGIBLE OR INTANGIBLE
FORMS, INCLUDING BUT NOT LIMITED TO SPECIFICATIONS, SAMPLES, RECORDS, DATA,
COMPUTER PROGRAMS, DRAWINGS, DIAGRAMS, MODELS,
CUSTOMER NAMES, BUSINESS OR MARKETING PLANS, STUDIES, ANALYSES, PROJECTIONS AND
REPORTS, COMMUNICATIONS BY OR TO ATTORNEYS (INCLUDING ATTORNEY-CLIENT PRIVILEGED
COMMUNICATIONS), MEMOS AND OTHER MATERIALS PREPARED BY ATTORNEYS OR UNDER THEIR
DIRECTION (INCLUDING ATTORNEY WORK PRODUCT), AND SOFTWARE SYSTEMS AND
PROCESSES.
ANY INFORMATION THAT IS NOT READILY AVAILABLE TO THE PUBLIC SHALL BE
CONSIDERED TO BE A TRADE SECRET AND CONFIDENTIAL PROPERTY, EVEN IF IT IS NOT
SPECIFICALLY MARKED AS SUCH, UNLESS HP ADVISES ME OTHERWISE IN WRITING.
THIS
PARAGRAPH SHALL NOT APPLY TO ANY INFORMATION WHICH BECOMES PUBLICLY AVAILABLE
THROUGH NO FAULT OF MY OWN OR WHICH HP IN WRITING AUTHORIZES ME TO USE OR
DISCLOSE.
IN ADDITION, I AGREE TO ABIDE BY THE TERMS OF ANY CONFIDENTIALITY AND/OR
PROPRIETARY INFORMATION AGREEMENT THAT I HAVE ENTERED INTO WITH HP, THE TERMS OF
WHICH SHALL CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING THIS AGREEMENT.
EMPLOYEE ACKNOWLEDGES AND REPRESENTS THAT, EXCEPT AS PROVIDED FOR HEREIN, THE
COMPANY HAS PAID ALL SALARY, WAGES, BONUSES, ACCRUED VACATION, COMMISSIONS AND
ANY AND ALL OTHER BENEFITS DUE TO EMPLOYEE.
3.
AS A CONDITION TO THE RECEIPT OF ANY SEVERANCE PAYMENTS,
I AGREE THAT FOR A PERIOD OF TWELVE MONTHS IMMEDIATELY FOLLOWING THE TERMINATION
OF MY EMPLOYMENT WITH HP, I WILL NOT RENDER ADVICE OR SERVICES OR OTHERWISE
ASSIST AS AN EMPLOYEE, INDEPENDENT CONTRACTOR, OR OTHERWISE TO OR FOR IBM, SUN
MICROSYSTEMS, DELL COMPUTER CORPORATION OR EMC, WHICH ORGANIZATIONS, IN THE
OPINION OF HP, COMPETE WITH OR ARE IN CONFLICT WITH THE INTERESTS OF HP.
THE
FOREGOING COVENANT SHALL COVER MY ACTIVITIES IN EVERY PART OF ANY GEOGRAPHIC
TERRITORY IN WHICH HP MAY CONDUCT BUSINESS DURING THE TERM OF SUCH COVENANT AS
SET FORTH ABOVE.
I AGREE THAT THE COVENANTS ARE REASONABLE, ESPECIALLY IN LIGHT
OF THE COMPANY'S DESIRE TO PROTECT ITS CONFIDENTIAL INFORMATION AND TRADE
SECRETS, AND THAT I WILL NOT BE PRECLUDED FROM GAINFUL EMPLOYMENT IF I AM
OBLIGATED NOT TO COMPETE WITH THE COMPANY DURING THE PERIOD AND WITHIN THE
GEOGRAPHIC SCOPE DESCRIBED ABOVE.
I FURTHER ACKNOWLEDGE THAT MY FULFILLMENT OF
THE OBLIGATIONS CONTAINED IN THIS AGREEMENT IS NECESSARY TO PRESERVE THE VALUE
AND GOODWILL OF THE COMPANY.
I FURTHER ACKNOWLEDGE THE TIME, GEOGRAPHIC AND
SCOPE LIMITATIONS OF MY OBLIGATIONS UNDER THE COVENANTS IN THIS SECTION SHALL BE
CONSTRUED AS A SERIES OF SEPARATE COVENANTS, ONE FOR EACH