OF
2002, THE PROVISION FOR REPAYMENT SHALL BE NULL AND VOID.
ARTICLE V
CONFIDENTIAL INFORMATION
SECTION 5.1
COMPANY INFORMATION.
EXECUTIVE ACKNOWLEDGES THAT THE
COMPANY'S BUSINESS IS HIGHLY COMPETITIVE AND THAT THE COMPANY'S BOOKS, RECORDS
AND DOCUMENTS, TECHNICAL INFORMATION CONCERNING ITS PRODUCTS, EQUIPMENT,
SERVICES AND PROCESSES, PROCUREMENT PROCEDURES AND PRICING TECHNIQUES AND THE
NAMES OF AND OTHER INFORMATION (E.G., CREDIT AND FINANCIAL DATA) CONCERNING THE
COMPANY'S CUSTOMERS AND BUSINESS ASSOCIATES ALL COMPRISE CONFIDENTIAL BUSINESS
INFORMATION AND TRADE SECRETS OF THE COMPANY (COLLECTIVELY, "CONFIDENTIAL
INFORMATION") WHICH ARE VALUABLE, SPECIAL, AND UNIQUE ASSETS OF THE COMPANY
WHICH THE COMPANY USES IN ITS BUSINESS TO OBTAIN A COMPETITIVE ADVANTAGE OVER
THE COMPANY'S COMPETITORS WHICH DO NOT KNOW OR USE THIS INFORMATION. EXECUTIVE
FURTHER ACKNOWLEDGES THAT PROTECTION OF THE CONFIDENTIAL INFORMATION AGAINST
UNAUTHORIZED DISCLOSURE AND USE IS OF CRITICAL IMPORTANCE TO THE COMPANY IN
MAINTAINING ITS COMPETITIVE POSITION. ACCORDINGLY, EXECUTIVE HEREBY AGREES THAT
HE WILL NOT, AT ANY TIME DURING OR AFTER HIS EMPLOYMENT BY THE COMPANY, MAKE ANY
UNAUTHORIZED DISCLOSURE OF ANY CONFIDENTIAL INFORMATION OR MAKE ANY USE THEREOF,
EXCEPT FOR THE BENEFIT OF, AND ON BEHALF OF, THE COMPANY. FOR THE PURPOSES OF
THIS ARTICLE 5, THE TERM "COMPANY" SHALL ALSO INCLUDE AFFILIATES OF THE COMPANY.
SECTION 5.2
THIRD PARTY INFORMATION.
EXECUTIVE ACKNOWLEDGES THAT,
AS A RESULT OF HIS EMPLOYMENT BY THE COMPANY, HE MAY FROM TIME TO TIME HAVE
ACCESS TO, OR KNOWLEDGE OF, CONFIDENTIAL BUSINESS INFORMATION OR TRADE SECRETS
OF THIRD PARTIES, SUCH AS CUSTOMERS, SUPPLIERS, PARTNERS, JOINT VENTURERS, AND
THE LIKE, OF THE COMPANY. EXECUTIVE AGREES TO PRESERVE AND PROTECT THE
CONFIDENTIALITY OF SUCH THIRD-PARTY CONFIDENTIAL INFORMATION AND TRADE SECRETS
TO THE SAME EXTENT, AND ON THE SAME BASIS, AS THE CONFIDENTIAL INFORMATION.
SECTION 5.3
RETURN OF DOCUMENTS.
ALL WRITTEN MATERIALS, RECORDS
AND OTHER DOCUMENTS MADE BY, OR COMING INTO THE POSSESSION OF, EXECUTIVE DURING
THE PERIOD OF HIS EMPLOYMENT BY THE COMPANY WHICH CONTAIN OR DISCLOSE THE
CONFIDENTIAL INFORMATION SHALL BE
11
AND REMAIN THE PROPERTY OF THE COMPANY. UPON REQUEST, AND IN ANY EVENT UPON
TERMINATION OF EXECUTIVE'S EMPLOYMENT BY THE COMPANY, FOR ANY REASON, HE
PROMPTLY SHALL DELIVER THE SAME, AND ALL COPIES, DERIVATIVES AND EXTRACTS
THEREOF, TO THE COMPANY.
ARTICLE VI
INVENTIONS, DISCOVERIES AND COPYRIGHTS
SECTION 6.1
INVENTIONS AND DISCOVERIES.
EXECUTIVE AGREES PROMPTLY
AND FREELY TO DISCLOSE TO THE COMPANY, IN WRITING, ANY AND ALL IDEAS,
CONCEPTIONS, INVENTIONS, IMPROVEMENTS, AND DISCOVERIES, WHETHER PATENTABLE OR
NOT, WHICH ARE CONCEIVED OR MADE BY EXECUTIVE, SOLELY OR JOINTLY WITH ANOTHER,
DURING THE PERIOD OF HIS EMPLOYMENT BY THE COMPANY AND WHICH ARE RELATED TO THE
BUSINESS OR ACTIVITIES OF THE COMPANY. EXECUTIVE AGREES TO ASSIGN AND HEREBY
DOES ASSIGN TO THE COMPANY ALL HIS INTEREST IN SUCH IDEAS, CONCEPTIONS,
INVENTIONS, IMPROVEMENTS, AND DISCOVERIES. EXECUTIVE AGREES THAT, WHENEVER
REQUESTED TO DO SO BY THE COMPANY, HE SHALL ASSIST IN THE PREPARATION OF ANY
DOCUMENT THAT THE COMPANY SHALL DEEM NECESSARY AND SHALL EXECUTE ANY AND ALL
APPLICATIONS, ASSIGNMENTS OR OTHER INSTRUMENTS THAT THE COMPANY SHALL DEEM
NECESSARY, IN ITS