GEOGRAPHIC AREA AS TO WHICH IT
MAY BE ENFORCEABLE.
(C)
THE EXECUTIVE ACKNOWLEDGES THAT THE
RESTRICTIONS CONTAINED IN THIS AGREEMENT ARE NECESSARY FOR THE PROTECTION OF THE
BUSINESS AND GOODWILL OF THE COMPANY AND ARE CONSIDERED BY THE EXECUTIVE TO BE
REASONABLE FOR SUCH PURPOSE.
THE EXECUTIVE AGREES THAT ANY MATERIAL BREACH OF
THIS AGREEMENT WILL CAUSE THE COMPANY SUBSTANTIAL AND IRREVOCABLE DAMAGE AND
THEREFORE, IN THE EVENT OF ANY SUCH MATERIAL BREACH, IN ADDITION TO SUCH OTHER
REMEDIES WHICH MAY BE AVAILABLE, THE COMPANY SHALL HAVE THE RIGHT TO SEEK
SPECIFIC PERFORMANCE AND INJUNCTIVE RELIEF WITHOUT POSTING A BOND.
(D)
THE GEOGRAPHIC SCOPE OF THIS SECTION SHALL
EXTEND TO ANYWHERE THE COMPANY OR ANY OF ITS SUBSIDIARIES IS DOING BUSINESS
DURING THE TERM OR HAS PLANS, DURING THE TERM, TO DO BUSINESS.
(E)
THE EXECUTIVE AGREES TO PROVIDE A COPY OF
THIS AGREEMENT TO ALL PERSON AND ENTITIES WITH WHOM THE EXECUTIVE SEEKS TO BE
HIRED OR DO BUSINESS BEFORE ACCEPTING EMPLOYMENT OR ENGAGEMENT WITH ANY OF THEM.
(F)
IF THE EXECUTIVE VIOLATES THE PROVISIONS
OF THIS SECTION, THE EXECUTIVE SHALL CONTINUE TO BE HELD BY THE RESTRICTIONS SET
FORTH IN THIS SECTION, UNTIL A PERIOD EQUAL TO THE PERIOD OF RESTRICTION HAS
EXPIRED WITHOUT ANY VIOLATION.
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7.
PROPRIETARY INFORMATION AND
DEVELOPMENTS.
7.1
PROPRIETARY INFORMATION.
(A)
THE EXECUTIVE AGREES THAT ALL INFORMATION,
WHETHER OR NOT IN WRITING, OF A PRIVATE, SECRET OR CONFIDENTIAL NATURE
CONCERNING THE COMPANY'S BUSINESS, BUSINESS RELATIONSHIPS OR FINANCIAL AFFAIRS
(COLLECTIVELY, "PROPRIETARY INFORMATION") IS AND SHALL BE THE EXCLUSIVE PROPERTY
OF THE COMPANY.
BY WAY OF ILLUSTRATION, BUT NOT LIMITATION, PROPRIETARY
INFORMATION MAY INCLUDE DISCOVERIES, INVENTIONS, PRODUCTS, PRODUCT IMPROVEMENTS,
PRODUCT ENHANCEMENTS, PROCESSES, METHODS, TECHNIQUES, FORMULAS, COMPOSITIONS,
COMPOUNDS, NEGOTIATION STRATEGIES AND POSITIONS, PROJECTS, DEVELOPMENTS, PLANS
(INCLUDING BUSINESS AND MARKETING PLANS), RESEARCH DATA, CLINICAL DATA,
FINANCIAL DATA (INCLUDING SALES, COSTS, PROFITS AND PRICING METHODS), PERSONNEL
DATA, COMPUTER PROGRAMS (INCLUDING SOFTWARE USED PURSUANT TO A LICENSE
AGREEMENT), CUSTOMER AND SUPPLIER LISTS, AND CONTACTS AT OR KNOWLEDGE OF
CUSTOMERS OR PROSPECTIVE CUSTOMERS OF THE COMPANY.
EXCEPT AS REQUIRED BY
APPLICABLE LAW, THE EXECUTIVE WILL NOT DISCLOSE ANY PROPRIETARY INFORMATION TO
ANY PERSON OR ENTITY OTHER THAN EMPLOYEES OF THE COMPANY OR USE THE SAME FOR ANY
PURPOSES (OTHER THAN IN THE PERFORMANCE OF HIS DUTIES AS AN EMPLOYEE OF THE
COMPANY) WITHOUT PRIOR WRITTEN APPROVAL FROM THE BOARD OF DIRECTORS OR A
DESIGNEE OF THE BOARD OF DIRECTORS, EITHER DURING OR AFTER HIS EMPLOYMENT WITH
THE COMPANY, UNLESS AND UNTIL SUCH PROPRIETARY INFORMATION HAS BECOME PUBLIC
KNOWLEDGE WITHOUT FAULT BY THE EXECUTIVE.
(B)
THE EXECUTIVE AGREES THAT ALL FILES,
DOCUMENTS, LETTERS, MEMORANDA, REPORTS, RECORDS, DATA, SKETCHES, DRAWINGS,
METHODS, LABORATORY NOTEBOOKS, PROGRAM LISTINGS, COMPUTER EQUIPMENT OR DEVICES,
COMPUTER PROGRAMS OR OTHER WRITTEN,
14
PHOTOGRAPHIC, OR OTHER TANGIBLE MATERIAL CONTAINING PROPRIETARY INFORMATION,
WHETHER CREATED BY THE EXECUTIVE OR OTHERS, WHICH SHALL COME INTO HIS CUSTODY OR
POSSESSION, SHALL BE AND ARE THE EXCLUSIVE PROPERTY OF THE COMPANY AND ARE TO BE
USED BY THE EXECUTIVE ONLY IN THE PERFORMANCE