8 HEREOF.
7.
CONFIDENTIAL INFORMATION.
(A)
OBLIGATION TO MAINTAIN CONFIDENTIALITY.
EXECUTIVE ACKNOWLEDGES THAT THE
INFORMATION, OBSERVATIONS AND DATA (INCLUDING TRADE SECRETS) OF A CONFIDENTIAL,
PROPRIETARY OR SECRET NATURE OBTAINED BY HIM DURING THE COURSE OF HIS
PERFORMANCE UNDER THIS AGREEMENT CONCERNING THE BUSINESS OR AFFAIRS OF THE
COMPANY, EMPLOYER AND THEIR RESPECTIVE SUBSIDIARIES AND AFFILIATES
("CONFIDENTIAL INFORMATION") ARE THE PROPERTY OF THE COMPANY, EMPLOYER OR SUCH
SUBSIDIARIES AND AFFILIATES, INCLUDING INFORMATION CONCERNING ACQUISITION
OPPORTUNITIES IN OR REASONABLY RELATED TO THE COMPANY'S AND EMPLOYER'S BUSINESS
OR INDUSTRY OF WHICH EXECUTIVE BECOMES AWARE DURING THE EMPLOYMENT PERIOD.
THEREFORE, EXECUTIVE AGREES THAT HE WILL NOT DISCLOSE TO ANY UNAUTHORIZED PERSON
OR USE FOR HIS OWN ACCOUNT ANY CONFIDENTIAL INFORMATION WITHOUT THE BOARD'S
WRITTEN CONSENT, UNLESS AND TO THE EXTENT THAT THE CONFIDENTIAL INFORMATION,
(I) BECOMES GENERALLY KNOWN TO AND AVAILABLE FOR USE BY THE PUBLIC OTHER THAN AS
A RESULT OF EXECUTIVE'S ACTS OR OMISSIONS TO ACT, (II) WAS KNOWN TO EXECUTIVE
PRIOR TO EXECUTIVE'S EMPLOYMENT WITH EMPLOYER, THE COMPANY OR ANY OF THEIR
SUBSIDIARIES AND AFFILIATES, OR (III) IS REQUIRED TO BE DISCLOSED PURSUANT TO
ANY APPLICABLE LAW OR COURT ORDER.
EXECUTIVE SHALL DELIVER TO THE COMPANY AT A
SEPARATION, OR AT ANY OTHER TIME THE COMPANY MAY REQUEST, ALL MEMORANDA, NOTES,
PLANS, RECORDS, REPORTS, COMPUTER TAPES, PRINTOUTS AND SOFTWARE AND OTHER
DOCUMENTS AND DATA (AND COPIES THEREOF) RELATING TO THE CONFIDENTIAL
INFORMATION, WORK PRODUCT (AS DEFINED BELOW) OR THE BUSINESS OF THE COMPANY,
EMPLOYER AND THEIR RESPECTIVE SUBSIDIARIES AND AFFILIATES (INCLUDING, WITHOUT
LIMITATION, ALL ACQUISITION PROSPECTS, LISTS AND CONTACT INFORMATION) WHICH HE
MAY THEN POSSESS OR HAVE UNDER HIS CONTROL.
(B)
OWNERSHIP OF PROPERTY.
EXECUTIVE ACKNOWLEDGES THAT ALL DISCOVERIES,
CONCEPTS, IDEAS, INVENTIONS, INNOVATIONS, IMPROVEMENTS, DEVELOPMENTS, METHODS,
PROCESSES, PROGRAMS, DESIGNS, ANALYSES, DRAWINGS, REPORTS, PATENT APPLICATIONS,
COPYRIGHTABLE WORK AND MASK WORK (WHETHER OR NOT INCLUDING ANY CONFIDENTIAL
INFORMATION) AND ALL REGISTRATIONS OR APPLICATIONS RELATED THERETO, ALL OTHER
PROPRIETARY INFORMATION AND ALL SIMILAR OR RELATED INFORMATION (WHETHER OR NOT
PATENTABLE) THAT RELATE TO THE COMPANY'S, EMPLOYER'S OR ANY OF THEIR RESPECTIVE
SUBSIDIARIES' OR AFFILIATES' ACTUAL OR ANTICIPATED BUSINESS, RESEARCH AND
DEVELOPMENT, OR EXISTING OR FUTURE PRODUCTS OR SERVICES AND THAT ARE CONCEIVED,
DEVELOPED, CONTRIBUTED TO, MADE, OR REDUCED TO PRACTICE BY EXECUTIVE (EITHER
SOLELY OR JOINTLY WITH OTHERS) WHILE EMPLOYED BY THE COMPANY, EMPLOYER OR ANY OF
THEIR RESPECTIVE SUBSIDIARIES OR AFFILIATES (INCLUDING ANY OF THE FOREGOING THAT
CONSTITUTES ANY PROPRIETARY INFORMATION OR RECORDS) ("WORK PRODUCT") BELONG TO
THE
11
COMPANY, EMPLOYER OR SUCH SUBSIDIARY OR AFFILIATE AND EXECUTIVE HEREBY ASSIGNS,
AND AGREES TO ASSIGN, ALL OF THE ABOVE WORK PRODUCT TO THE COMPANY, EMPLOYER OR
TO SUCH SUBSIDIARY OR AFFILIATE.
ANY COPYRIGHTABLE WORK PREPARED IN WHOLE OR IN
PART BY EXECUTIVE IN THE COURSE OF HIS WORK FOR ANY OF THE FOREGOING ENTITIES
SHALL BE DEEMED A "WORK MADE FOR HIRE" UNDER THE COPYRIGHT LAWS, AND THE
COMPANY, EMPLOYER OR SUCH SUBSIDIARY OR AFFILIATE SHALL OWN ALL RIGHTS THEREIN.
TO THE EXTENT THAT ANY SUCH COPYRIGHTABLE WORK IS NOT A "WORK MADE