REGARDED AS CONFIDENTIAL (COLLECTIVELY REFERRED TO AS
"CONFIDENTIAL INFORMATION").
HOWEVER, THE TERM "CONFIDENTIAL INFORMATION" DOES
NOT INCLUDE ANY INFORMATION WHICH IS OR SHALL BECOME GENERALLY AVAILABLE TO THE
PUBLIC OTHER THAN AS A RESULT OF DISCLOSURE BY THE EMPLOYEE OR BY ANY PERSON OR
ENTITY WHICH THE EMPLOYEE KNOWS (OR WHICH THE EMPLOYEE REASONABLY SHOULD KNOW)
HAS A DUTY OF CONFIDENTIALITY TO THE COMPANY OR A RELATED ENTITY WITH RESPECT TO
SUCH INFORMATION.
IN ADDITION TO THE FOREGOING, COMPANY WILL BE FULLY ENTITLED
TO ALL OF THE PROTECTIONS AND BENEFITS AFFORDED BY THE CALIFORNIA UNIFORM TRADE
SECRETS ACTS AND ANY OTHER APPLICABLE LAW.
TRADE SECRET SHALL MEAN INFORMATION,
INCLUDING A FORMULA, PATTERN, COMPILATION, PROGRAM, DEVICE, METHOD TECHNIQUE, OR
PROCESS THAT DERIVES INDEPENDENT ECONOMIC VALUE, ACTUAL OR POTENTIAL, FROM BEING
NOT GENERALLY KNOWN TO, AND NOT BEING READILY ASCERTAINABLE BY PROPER MEANS BY,
OTHER PERSONS WHO CAN DERIVE ECONOMIC VALUE FROM ITS DISCLOSURE OR USE,
INCLUDING BUT NOT
7
LIMITED TO THE PATENTED INFORMATION AND PROCESSES AS WELL AS THE UNPATENTED
INFORMATION AND PROCESSES COMPRISING, UNDERLYING, ARISING FROM, AND ASSOCIATED
WITH LIQUIDMETAL ALLOY AND LIQUIDMETAL COATINGS USED BY THE COMPANY.
(D)
PREVENTION OF PREMATURE DISCLOSURE OF CONFIDENTIAL INFORMATION AND
TRADE SECRETS.
THE EMPLOYEE AGREES AND ACKNOWLEDGES THAT, BECAUSE THE SUCCESS
OF THE COMPANY IS HEAVILY DEPENDENT UPON MAINTAINING THE SECRECY OF THE
COMPANY'S CONFIDENTIAL INFORMATION AND TRADE SECRETS AND PREVENTING THE
PREMATURE PUBLIC DISCLOSURE OF THE COMPANY'S PROPRIETARY INFORMATION AND
TECHNOLOGY INCLUDING ITS CONFIDENTIAL INFORMATION AND TRADE SECRETS, THE
EMPLOYEE AGREES TO USE THE EMPLOYEE'S BEST EFFORTS AND HIS OR HER HIGHEST DEGREE
OF CARE, DILIGENCE, AND PRUDENCE TO ENSURE THAT NO CONFIDENTIAL INFORMATION OR
TRADE SECRET PREMATURELY LEAKS OR OTHERWISE PREMATURELY MAKES ITS WAY INTO THE
PUBLIC DOMAIN OR ANY PUBLIC FORUM, INCLUDING, WITHOUT LIMITATION, INTO ANY TRADE
PUBLICATIONS, INTERNET CHAT ROOMS, OR OTHER SIMILAR FORUMS.
IN THE EVENT THAT
THE EMPLOYEE BECOMES AWARE OF ANY PREMATURE LEAK OF CONFIDENTIAL INFORMATION OR
TRADE SECRET OR BECOMES AWARE OF ANY CIRCUMSTANCES CREATING A RISK OF SUCH A
LEAK, THE EMPLOYEE SHALL IMMEDIATELY INFORM THE BOARD OF DIRECTORS, THE CHIEF
EXECUTIVE OFFICER, OR THE EMPLOYEE'S SUPERVISOR OF SUCH LEAK OR OF SUCH
CIRCUMSTANCES.
(E)
REMOVAL AND RETURN OF PROPRIETARY ITEMS.
THE EMPLOYEE WILL NOT
REMOVE FROM THE COMPANY'S PREMISES (EXCEPT TO THE EXTENT SUCH REMOVAL IS FOR
PURPOSES OF THE PERFORMANCE OF THE EMPLOYEE'S DUTIES AT HOME OR WHILE TRAVELING,
AND UNDER SUCH CONDITIONS AND RESTRICTIONS AS ARE SPECIFICALLY AUTHORIZED AND/OR
REQUIRED BY THE COMPANY) OR TRANSMIT BY ANY MEANS, ELECTRONIC OR OTHERWISE, ANY
DOCUMENT, RECORD, NOTEBOOK, PLAN, MODEL, COMPONENT, DEVICE, COMPUTER SOFTWARE OR
CODE, OR CONFIDENTIAL INFORMATION OR TRADE SECRET WHETHER EMBODIED IN A DISK OR
IN ANY OTHER FORM, INCLUDING ELECTRONIC FORM (COLLECTIVELY, THE "PROPRIETARY
ITEMS").
THE EMPLOYEE RECOGNIZES THAT, AS BETWEEN THE COMPANY AND THE EMPLOYEE,
ALL OF THE PROPRIETARY ITEMS, WHETHER OR NOT DEVELOPED BY THE EMPLOYEE, ARE THE
EXCLUSIVE PROPERTY OF THE COMPANY.
UPON TERMINATION OF EMPLOYEE'S EMPLOYMENT
WITH THE COMPANY BY EITHER PARTY (REGARDLESS OF