sentence on the Executive's obligation to
assign or offer to assign to the Company the Executive's rights in inventions.
17.
CONFIDENTIALITY OF INFORMATION: DUTY OF NON-DISCLOSURE.
(A)
THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HIS EMPLOYMENT BY THE
COMPANY UNDER THIS AGREEMENT NECESSARILY INVOLVES HIS UNDERSTANDING OF AND
ACCESS TO CERTAIN TRADE SECRETS
7
AND CONFIDENTIAL INFORMATION PERTAINING TO THE BUSINESS OF THE COMPANY.
ACCORDINGLY, THE EXECUTIVE AGREES THAT AFTER THE DATE OF THIS AGREEMENT AT ALL
TIMES HE WILL NOT, DIRECTLY OR INDIRECTLY, WITHOUT THE EXPRESS CONSENT OF THE
COMPANY, DISCLOSE TO OR USE FOR THE BENEFIT OF ANY PERSON, CORPORATION OR OTHER
ENTITY, OR FOR HIMSELF ANY AND ALL FILES, TRADE SECRETS OR OTHER CONFIDENTIAL
INFORMATION CONCERNING THE INTERNAL AFFAIRS OF THE COMPANY, INCLUDING, BUT NOT
LIMITED TO, INFORMATION PERTAINING TO ITS CUSTOMERS, PROSPECTIVE CUSTOMERS,
SERVICES, PRODUCTS, EARNINGS, FINANCES, OPERATIONS, METHODS OR OTHER ACTIVITIES,
PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT APPLY TO INFORMATION WHICH IS OF
PUBLIC RECORD OR IS GENERALLY KNOWN, DISCLOSED OR AVAILABLE TO THE GENERAL
PUBLIC OR THE INDUSTRY GENERALLY, OR KNOWN BY EXECUTIVE PRIOR TO HIS EMPLOYMENT
WITH THE COMPANY. FURTHER, THE EXECUTIVE AGREES THAT HE SHALL NOT, DIRECTLY OR
INDIRECTLY, REMOVE OR RETAIN, WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF THE
COMPANY, AND UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON SHALL RETURN TO
THE COMPANY, ANY CONFIDENTIAL FIGURES, CALCULATIONS, LETTERS, PAPERS, RECORDS,
COMPUTER DISKS, COMPUTER PRINT-OUTS, LISTS, DOCUMENTS, INSTRUMENTS, DRAWINGS,
DESIGNS, PROGRAMS, BROCHURES, SALES LITERATURE, OR ANY COPIES THEREOF, OR ANY
INFORMATION OR INSTRUMENTS DERIVED THEREFROM, OR ANY OTHER SIMILAR INFORMATION
OF ANY TYPE OR DESCRIPTION, HOWEVER SUCH INFORMATION MIGHT BE OBTAINED OR
RECORDED, ARISING OUT OF OR IN ANY WAY RELATING TO THE BUSINESS OF THE COMPANY
OR OBTAINED AS A RESULT OF HIS EMPLOYMENT BY THE COMPANY. THE EXECUTIVE
ACKNOWLEDGES THAT ALL OF THE FOREGOING ARE PROPRIETARY INFORMATION, AND ARE THE
EXCLUSIVE PROPERTY OF THE COMPANY. THE COVENANTS CONTAINED IN THIS SECTION 17
SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
(B)
THE EXECUTIVE AGREES AND ACKNOWLEDGES THAT THE COMPANY DOES NOT
HAVE ANY ADEQUATE REMEDY AT LAW FOR THE BREACH OR THREATENED BREACH BY THE
EXECUTIVE OF HIS COVENANT, AND AGREES THAT THE COMPANY SHALL BE ENTITLED TO
INJUNCTIVE RELIEF TO BAR THE EXECUTIVE FROM SUCH BREACH OR THREATENED BREACH IN
ADDITION TO ANY OTHER REMEDIES WHICH MAY BE AVAILABLE TO THE COMPANY AT LAW OR
IN EQUITY.
18.
COVENANT NOT TO COMPETE.
(A)
DURING EMPLOYMENT PERIOD.
DURING THE EMPLOYMENT PERIOD, THE
EXECUTIVE SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, WHICH
CONSENT MAY BE WITHHELD AT THE SOLE AND REASONABLE DISCRETION OF THE COMPANY,
ENGAGE IN ANY OTHER BUSINESS ACTIVITY FOR GAIN, PROFIT, OR OTHER PECUNIARY
ADVANTAGE (EXCEPTING THE INVESTMENT OF FUNDS IN SUCH FORM OR MANNER AS WILL NOT
REQUIRE ANY SERVICES ON THE PART OF THE EXECUTIVE IN THE OPERATION OF THE
AFFAIRS OF THE COMPANIES IN WHICH SUCH INVESTMENTS ARE MADE) OR ENGAGE IN OR IN
ANY MANNER BE CONNECTED OR CONCERNED, DIRECTLY