OF ANY OF THE COMPANY AND ITS SUBSIDIARIES AND THE CONFIDENTIAL INFORMATION OF
ANY CUSTOMER THEREOF; AND ALL SIMILAR AND RELATED INFORMATION IN WHATEVER FORM.
CONFIDENTIAL INFORMATION SHALL NOT INCLUDE ANY INFORMATION WHICH (I) WAS
RIGHTFULLY KNOWN BY EMPLOYEE PRIOR TO THE EMPLOYMENT TERM; (II) IS PUBLICLY
DISCLOSED BY LAW OR IN RESPONSE TO AN ORDER OF A COURT OR GOVERNMENTAL AGENCY;
(III) BECOMES PUBLICLY AVAILABLE THROUGH NO FAULT OF EMPLOYEE OR (IV) HAS BEEN
PUBLISHED IN A FORM GENERALLY AVAILABLE TO THE PUBLIC PRIOR TO THE DATE UPON
WHICH EMPLOYEE PROPOSES TO DISCLOSE SUCH INFORMATION.
INFORMATION SHALL NOT BE
DEEMED TO HAVE BEEN PUBLISHED MERELY BECAUSE INDIVIDUAL PORTIONS OF THE
INFORMATION HAVE BEEN SEPARATELY PUBLISHED, BUT ONLY IF ALL THE MATERIAL
FEATURES COMPRISING SUCH INFORMATION HAVE BEEN PUBLISHED IN COMBINATION.
8.
INTELLECTUAL PROPERTY.
IN THE EVENT THAT EMPLOYEE, AS A PART OF
EMPLOYEE'S ACTIVITIES ON BEHALF OF THE COMPANY, GENERATES, AUTHORS OR
CONTRIBUTES TO ANY INVENTION, NEW DEVELOPMENT OR METHOD, WHETHER OR NOT
PATENTABLE AND WHETHER OR NOT REDUCED TO PRACTICE, ANY COPYRIGHTABLE WORK, ANY
TRADE SECRET, ANY OTHER CONFIDENTIAL INFORMATION, OR ANY INFORMATION THAT GIVES
ANY OF THE COMPANY AND ITS SUBSIDIARIES AN ADVANTAGE OVER ANY COMPETITOR, OR
SIMILAR OR RELATED DEVELOPMENTS OR INFORMATION RELATED TO THE PRESENT OR FUTURE
BUSINESS OF ANY OF THE COMPANY AND ITS SUBSIDIARIES (COLLECTIVELY "DEVELOPMENTS
AND INFORMATION"), EMPLOYEE ACKNOWLEDGES THAT ALL DEVELOPMENTS AND INFORMATION
ARE "WORK FOR HIRE" AND THE EXCLUSIVE PROPERTY OF THE COMPANY.
EMPLOYEE HEREBY
ASSIGNS TO THE COMPANY, ITS NOMINEES, SUCCESSORS OR ASSIGNS, ALL RIGHTS, TITLE
AND INTEREST TO
4
DEVELOPMENTS AND INFORMATION.
EMPLOYEE SHALL COOPERATE WITH THE COMPANY'S BOARD
OF DIRECTORS TO PROTECT THE INTERESTS OF THE COMPANY AND ITS SUBSIDIARIES IN
DEVELOPMENTS AND INFORMATION.
EMPLOYEE SHALL EXECUTE AND FILE ANY DOCUMENT
RELATED TO ANY DEVELOPMENTS AND INFORMATION REQUESTED BY THE COMPANY'S BOARD OF
DIRECTORS INCLUDING APPLICATIONS, POWERS OF ATTORNEY, ASSIGNMENTS OR OTHER
INSTRUMENTS WHICH THE COMPANY'S BOARD OF DIRECTORS DEEMS NECESSARY TO APPLY FOR
ANY PATENT, COPYRIGHT OR OTHER PROPRIETARY RIGHT IN ANY AND ALL COUNTRIES OR TO
CONVEY ANY RIGHT, TITLE OR INTEREST THEREIN TO ANY OF THE COMPANY'S NOMINEES,
SUCCESSORS OR ASSIGNS.
9.
NO CONFLICTS.
(A)
EMPLOYEE AGREES THAT IN HIS INDIVIDUAL CAPACITY HE WILL NOT ENTER
INTO ANY AGREEMENT, ARRANGEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH
ANY SUPPLIER, CONTRACTOR, DISTRIBUTOR, WHOLESALER, SALES REPRESENTATIVE,
REPRESENTATIVE GROUP OR CUSTOMER, RELATING TO THE BUSINESS OF THE COMPANY OR ANY
OF ITS SUBSIDIARIES, WITHOUT THE EXPRESS WRITTEN CONSENT OF THE BOARD.
(B)
AS LONG AS EMPLOYEE IS EMPLOYED BY THE COMPANY OR ANY OF ITS
SUBSIDIARIES, EMPLOYEE AGREES THAT EMPLOYEE WILL NOT, EXCEPT WITH THE EXPRESS
WRITTEN CONSENT OF THE BOARD, BECOME ENGAGED IN, RENDER SERVICES FOR, OR PERMIT
HIS NAME TO BE USED IN CONNECTION WITH, ANY FOR-PROFIT BUSINESS OTHER THAN THE
BUSINESS OF THE COMPANY, ANY OF ITS SUBSIDIARIES OR ANY CORPORATION OR
PARTNERSHIP IN WHICH THE COMPANY OR ANY OF ITS SUBSIDIARIES HAVE AN EQUITY
INTEREST.
10.
NON-COMPETITION AGREEMENT.
(A)
EMPLOYEE ACKNOWLEDGES THAT