AT
THE COMPANY'S EXPENSE, THE EXECUTIVE SHALL TAKE ALL APPROPRIATE STEPS TO
SAFEGUARD CONFIDENTIAL INFORMATION AND TO PROTECT IT AGAINST DISCLOSURE, MISUSE,
ESPIONAGE, LOSS AND THEFT.
THE EXECUTIVE ACKNOWLEDGES THAT THE CONFIDENTIAL
INFORMATION OBTAINED BY HER DURING THE COURSE OF HER EMPLOYMENT WITH THE COMPANY
IS THE SOLE AND EXCLUSIVE PROPERTY OF THE COMPANY AND ITS SUBSIDIARIES, AS
APPLICABLE.
(B)
THE EXECUTIVE UNDERSTANDS THAT THE COMPANY AND ITS SUBSIDIARIES
WILL RECEIVE FROM THIRD PARTIES CONFIDENTIAL OR PROPRIETARY INFORMATION ("THIRD
PARTY INFORMATION") SUBJECT TO A DUTY ON THE PART OF THE COMPANY AND ITS
SUBSIDIARIES TO MAINTAIN THE CONFIDENTIALITY OF SUCH INFORMATION AND TO USE IT
ONLY FOR CERTAIN LIMITED PURPOSES.
DURING THE EMPLOYMENT PERIOD AND THEREAFTER,
AND WITHOUT IN ANY WAY LIMITING THE PROVISIONS OF SECTION 1.6(A), THE EXECUTIVE
WILL HOLD THIRD PARTY INFORMATION IN THE STRICTEST CONFIDENCE AND WILL NOT
DISCLOSE TO ANYONE (OTHER THAN PERSONNEL OF THE COMPANY OR ITS SUBSIDIARIES WHO
NEED TO KNOW SUCH INFORMATION IN CONNECTION WITH THEIR WORK FOR THE COMPANY OR
ITS SUBSIDIARIES) OR USE, EXCEPT IN CONNECTION WITH HER WORK FOR THE COMPANY OR
ITS SUBSIDIARIES, THIRD PARTY INFORMATION UNLESS EXPRESSLY AUTHORIZED BY THE
BOARD IN WRITING.
(C)
AS USED IN THIS AGREEMENT, THE TERM "CONFIDENTIAL INFORMATION"
MEANS INFORMATION THAT IS NOT GENERALLY KNOWN TO THE PUBLIC AND THAT IS USED,
DEVELOPED OR OBTAINED BY HOLDINGS, THE COMPANY AND ITS SUBSIDIARIES AND ANY OF
THE COMPANY'S PREDECESSOR ENTITIES IN CONNECTION WITH ITS BUSINESS, INCLUDING
BUT NOT LIMITED TO (I) BUSINESS DEVELOPMENT, GROWTH AND
5
OTHER STRATEGIC BUSINESS PLANS, (II) PROPERTIES AVAILABLE FOR ACQUISITION,
FINANCING DEVELOPMENT OR SALE, (III) ACCOUNTING AND BUSINESS METHODS, (IV)
SERVICES OR PRODUCTS AND THE MARKETING OF SUCH SERVICES AND PRODUCTS, (V) FEES,
COSTS AND PRICING STRUCTURES, (VI) DESIGNS, (VII) ANALYSIS, (VIII) DRAWINGS,
PHOTOGRAPHS AND REPORTS, (IX) COMPUTER SOFTWARE, INCLUDING OPERATING SYSTEMS,
APPLICATIONS AND PROGRAM LISTINGS, (X) FLOW CHARTS, MANUALS AND DOCUMENTATION,
(XI) DATA BASES, (XII) INVENTIONS, DEVICES, NEW DEVELOPMENTS, METHODS AND
PROCESSES, WHETHER PATENTABLE OR UNPATENTABLE AND WHETHER OR NOT REDUCED TO
PRACTICE, (XIII) COPYRIGHTABLE WORKS, (XIV) ALL TECHNOLOGY AND TRADE SECRETS,
(XV) CONFIDENTIAL TERMS OF MATERIAL AGREEMENTS AND CUSTOMER RELATIONSHIPS, AND
(XVI) ALL SIMILAR AND RELATED INFORMATION IN WHATEVER FORM.
CONFIDENTIAL
INFORMATION SHALL NOT INCLUDE ANY INFORMATION THAT HAS BECOME GENERALLY
AVAILABLE TO THE PUBLIC PRIOR TO THE DATE THE EXECUTIVE PROPOSES TO DISCLOSE OR
USE SUCH INFORMATION OR GENERAL KNOW-HOW OF THE EXECUTIVE.
6
1.7
INVENTIONS AND PATENTS.
IN THE EVENT THAT THE EXECUTIVE, AS PART
OF HER ACTIVITIES ON BEHALF OF HOLDINGS, THE COMPANY OR ANY OF ITS SUBSIDIARIES,
GENERATES, AUTHORS OR CONTRIBUTES TO ANY INVENTION, DESIGN, NEW DEVELOPMENT,
DEVICE, PRODUCT, METHOD OR PROCESS (WHETHER OR NOT PATENTABLE OR REDUCED TO
PRACTICE OR COMPRISING CONFIDENTIAL INFORMATION), ANY COPYRIGHTABLE WORK
(WHETHER OR NOT COMPRISING CONFIDENTIAL INFORMATION) OR ANY OTHER FORM OF
CONFIDENTIAL INFORMATION RELATING DIRECTLY OR INDIRECTLY TO THE BUSINESS OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES AS NOW OR HEREINAFTER CONDUCTED
(COLLECTIVELY, "INTELLECTUAL PROPERTY"), THE EXECUTIVE ACKNOWLEDGES THAT SUCH
INTELLECTUAL PROPERTY IS