BE COPIED AND/OR REMOVED FROM THE PREMISES OF EMPLOYER,
EXCEPT IN PURSUIT OF THE BUSINESS OF EMPLOYER, AND SHALL BE DELIVERED TO
EMPLOYER, WITHOUT EXECUTIVE RETAINING ANY COPIES, UPON NOTIFICATION OF THE
TERMINATION OF EXECUTIVE'S EMPLOYMENT OR AT ANY OTHER TIME REQUESTED BY
EMPLOYER. EMPLOYER SHALL HAVE THE RIGHT TO RETAIN, ACCESS, AND INSPECT ALL
PROPERTY OF EXECUTIVE OF ANY KIND IN THE OFFICE, WORK AREA, AND ON THE PREMISES
OF EMPLOYER UPON TERMINATION OF EXECUTIVE'S EMPLOYMENT AND AT ANY TIME DURING
EMPLOYMENT BY EMPLOYER, TO ENSURE COMPLIANCE WITH THE TERMS OF THIS AGREEMENT.
HOWEVER, EXECUTIVE MAY AT ALL TIMES POSSESS OR RETAIN COPIES OF ALL DOCUMENTS
AND DATA PERTAINING TO EXECUTIVE'S EMPLOYMENT, COMPENSATION, OR CONTRACTUAL
RIGHTS.
(I)
OTHER CONTRACTS. EXECUTIVE REPRESENTS AND WARRANTS THAT HE IS NOT
A PARTY TO ANY EXISTING CONTRACT RELATING TO THE GRANTING OR ASSIGNMENT TO
OTHERS OF ANY INTEREST IN INVENTIONS, CONFIDENTIAL INFORMATION, COPYRIGHT WORKS
OR PATENTS HEREAFTER MADE BY EXECUTIVE EXCEPT INSOFAR AS COPIES OF SUCH
CONTRACTS, IF ANY, ARE ATTACHED TO THIS AGREEMENT.
(J)
PRIOR CONCEPTIONS. AT THE END OF THIS PARAGRAPH, EXECUTIVE HAS
SET FORTH WHAT HE REPRESENTS AND WARRANTS TO BE A COMPLETE LIST OF ALL
INVENTIONS, IF ANY, PATENTED OR UNPATENTED, OR COPYRIGHT WORKS, INCLUDING A
BRIEF DESCRIPTION THEREOF (WITHOUT REVEALING ANY CONFIDENTIAL OR PROPRIETARY
INFORMATION OF ANY OTHER PARTY) WHICH EXECUTIVE PARTICIPATED IN THE CONCEPTION,
CREATION, DEVELOPMENT, OR MAKING OF PRIOR TO HIS EMPLOYMENT WITH EMPLOYER AND
FOR WHICH EXECUTIVE CLAIMS FULL OR PARTIAL OWNERSHIP OR OTHER INTEREST, OR WHICH
ARE IN THE PHYSICAL POSSESSION OF A FORMER EMPLOYER AND WHICH ARE THEREFORE
EXCLUDED FROM THE SCOPE OF THIS AGREEMENT. IF THERE ARE NO SUCH EXCLUSIONS
6
FROM THIS AGREEMENT, EXECUTIVE HAS SO INDICATED BY WRITING "NONE" BELOW IN HIS
OWN HANDWRITING.
Executive's Prior Conceptions
9.
NON-COMPETITION, NON-SOLICITATION, AND CONFIDENTIALITY. EMPLOYER
AND EXECUTIVE ACKNOWLEDGE AND AGREE THAT WHILE EXECUTIVE IS EMPLOYED PURSUANT TO
THIS AGREEMENT, HE WILL BE PROVIDED WITH ACCESS TO CONFIDENTIAL INFORMATION,
WILL BE PROVIDED WITH SPECIALIZED TRAINING ON HOW TO PERFORM HIS DUTIES; AND
WILL BE PROVIDED CONTACT WITH EMPLOYER'S CUSTOMERS AND POTENTIAL CUSTOMERS. IN
CONSIDERATION OF ALL OF THE FOREGOING, EMPLOYER AND EXECUTIVE AGREE AS FOLLOWS:
(A)
NON-COMPETITION DURING EMPLOYMENT. EXECUTIVE AGREES THAT FOR THE
DURATION OF THIS AGREEMENT, HE WILL NOT COMPETE WITH EMPLOYER, OR ANY OF ITS
AFFILIATES, BY ENGAGING IN THE CONCEPTION, DESIGN, DEVELOPMENT, PRODUCTION,
MARKETING, OR SERVICING OF ANY PRODUCT OR SERVICE THAT IS SUBSTANTIALLY SIMILAR
TO THE PRODUCTS OR SERVICES WHICH EMPLOYER, OR ANY OF ITS AFFILIATES, PROVIDES,
AND THAT HE WILL NOT WORK FOR, IN ANY CAPACITY, ASSIST, OR BECOME AFFILIATED
WITH AS AN OWNER, PARTNER, ETC., EITHER DIRECTLY OR INDIRECTLY (OTHER THAN AS
THE OWNER OF LESS THAN ONE PERCENT (1%) OF THE SHARES OF ANY PUBLICLY-TRADED
COMPANY), ANY INDIVIDUAL OR BUSINESS WHICH OFFERS OR PERFORMS SERVICES, OR
OFFERS OR PROVIDES PRODUCTS SUBSTANTIALLY SIMILAR TO THE SERVICES AND PRODUCTS
PROVIDED BY EMPLOYER, OR ANY OF ITS AFFILIATES.
(B)
NON-COMPETITION AFTER EMPLOYMENT. EXECUTIVE AGREES THAT FOR A