TRADE SECRETS CONCERNING
THE BUSINESS AND AFFAIRS OF THE COMPANY, PRODUCT SPECIFICATIONS, DATA, KNOW-HOW,
FORMULA, COMPOSITIONS, PROCESSES, DESIGNS, SKETCHES, PHOTOGRAPHS, GRAPHS,
DRAWINGS, SAMPLES, INVENTIONS AND IDEAS, PAST, CURRENT, AND PLANNED RESEARCH AND
DEVELOPMENT, CURRENT AND PLANNED MANUFACTURING OR DISTRIBUTION METHODS AND
PROCESSES, CUSTOMER LISTS, CURRENT AND ANTICIPATED CUSTOMER REQUIREMENTS, PRICE
LISTS, MARKET STUDIES, BUSINESS PLANS, COMPUTER SOFTWARE AND PROGRAMS (INCLUDING
OBJECT CODE AND SOURCE CODE), COMPUTER SOFTWARE AND DATABASE TECHNOLOGIES,
SYSTEMS, STRUCTURES, ARCHITECTURES (AND RELATED FORMULA), IMPROVEMENTS, DEVICES,
DISCOVERIES, CONCEPTS, IDEAS, METHODS AND INFORMATION, AND ANY OTHER
INFORMATION, HOWEVER DOCUMENTED, THAT IS A TRADE SECRET WITHIN THE MEANING OF
COLORADO REVISED STATUTES § 7-74-101 ET SEQ.; AND
(B)
INFORMATION CONCERNING THE BUSINESS AND
AFFAIRS OF THE COMPANY (WHICH INCLUDES HISTORICAL FINANCIAL STATEMENTS,
FINANCIAL PROJECTIONS AND BUDGETS, HISTORICAL AND PROJECTED SALES, CAPITAL
SPENDING BUDGETS AND PLANS, THE NAMES AND BACKGROUNDS OF KEY PERSONNEL,
PERSONNEL TRAINING AND TECHNIQUES AND MATERIALS), HOWEVER DOCUMENTED; AND
(C)
NOTES, ANALYSES, COMPILATIONS, STUDIES,
SUMMARIES AND OTHER MATERIAL PREPARED BY OR FOR THE COMPANY CONTAINING OR BASED,
IN WHOLE OR IN PART, ON ANY INFORMATION INCLUDED IN THE FOREGOING.
5.2
DISCLOSURE AND USE.
EMPLOYEE SHALL NOT
DISCLOSE, EITHER DURING OR SUBSEQUENT TO EMPLOYEE'S EMPLOYMENT WITH THE COMPANY,
ANY CONFIDENTIAL INFORMATION OR PROPRIETARY DATA OF THE COMPANY, WHETHER OR NOT
DEVELOPED BY EMPLOYEE, EXCEPT (I) AS MAY BE REQUIRED FOR EMPLOYEE TO PERFORM
EMPLOYEE'S EMPLOYMENT DUTIES WITH THE COMPANY; (II) TO THE EXTENT SUCH
INFORMATION HAS BEEN DISCLOSED TO EMPLOYEE BY A THIRD PARTY WHO IS NOT SUBJECT
TO RESTRICTION ON THE DISSEMINATION OF SUCH INFORMATION; (III) AS SUCH
INFORMATION BECOMES GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS A RESULT OF
A DISCLOSURE BY EMPLOYEE; (IV) INFORMATION WHICH MUST BE DISCLOSED AS A RESULT
OF A SUBPOENA OR OTHER LEGAL PROCESS, OR (V) IF EMPLOYEE SHALL FIRST SECURE THE
COMPANY'S PRIOR WRITTEN AUTHORIZATION.
THIS COVENANT SHALL SURVIVE THE
TERMINATION OF THE EMPLOYEE'S EMPLOYMENT WITH THE COMPANY, AND SHALL REMAIN IN
EFFECT AND BE ENFORCEABLE AGAINST EMPLOYEE FOR SO LONG AS ANY SUCH CONFIDENTIAL
INFORMATION OR PROPRIETARY
9
DATA RETAINS ECONOMIC VALUE, WHETHER ACTUAL OR POTENTIAL, FROM NOT BEING
GENERALLY KNOWN TO OTHER PERSONS WHO CAN OBTAIN ECONOMIC VALUE FROM ITS
DISCLOSURE OR USE.
5.3
RETURN OF MATERIALS.
THE EMPLOYEE WILL NOT
REMOVE FROM THE COMPANY'S PREMISES (EXCEPT TO THE EXTENT SUCH REMOVAL IS FOR THE
PURPOSES OF THE PERFORMANCE OF EMPLOYEE'S DUTIES AT HOME OR WHILE TRAVELING),
ANY CONFIDENTIAL INFORMATION EMPLOYEE RECOGNIZES THAT, AS BETWEEN THE COMPANY
AND EMPLOYEE, ALL THE CONFIDENTIAL INFORMATION, WHETHER OR NOT DEVELOPED BY THE
EMPLOYEE, ARE THE EXCLUSIVE PROPERTY OF THE COMPANY.
UPON TERMINATION OF
EMPLOYMENT BY THE COMPANY, EMPLOYEE SHALL PROMPTLY DELIVER TO THE COMPANY ALL
CONFIDENTIAL INFORMATION, AND ALL OTHER MATERIALS OF A SECRET OR CONFIDENTIAL
NATURE RELATING TO THE COMPANY'S BUSINESS, WHICH ARE IN THE POSSESSION OR UNDER
THE CONTROL OF EMPLOYEE AND EMPLOYEE SHALL NOT RETAIN COPIES OF ANY SUCH
CONFIDENTIAL INFORMATION.
6.
INVENTIONS AND DISCOVERIES.
EMPLOYEE
HEREBY ASSIGNS TO THE COMPANY ALL OF THE EMPLOYEE'S RIGHTS, TITLE