EXECUTIVE AGREES THAT ALL INFORMATION AND KNOW-HOW, WHETHER
OR NOT IN WRITING, OF A PRIVATE, SECRET OR CONFIDENTIAL NATURE CONCERNING THE
BUSINESS OR FINANCIAL AFFAIRS OF THE COMPANY OR ANY OF THE COMPANY'S AFFILIATES
IS AND SHALL BE THE EXCLUSIVE PROPERTY OF THE COMPANY OR THE COMPANY'S
AFFILIATES.
SUCH INFORMATION AND KNOW-HOW SHALL INCLUDE, BUT NOT BE LIMITED TO,
TRADE SECRETS, IDEAS, SKILLS, KNOWLEDGE, IMPROVEMENTS, WORKS OF AUTHORSHIP,
INVENTIONS (WHETHER OR NOT PATENTABLE), PRODUCTS, PROCESSES, METHODS,
TECHNIQUES, FORMULAS, COMPOSITIONS, PROJECTS, DEVELOPMENTS, PLANS, RESEARCH
DATA, FINANCIAL DATA, PERSONNEL DATA, TECHNICAL, BUSINESS, FINANCIAL, CUSTOMER
AND PRODUCT DEVELOPMENT PLANS AND FORECASTS, SALARIES AND TERMS OF COMPENSATION
OF EMPLOYEES, COMPUTER PROGRAMS, COMPUTER CODES, ALGORITHMS, MODULES, SCRIPTS,
FEATURES, AND MODES OF OPERATION, DESIGNS, TECHNOLOGY, INTERNAL DOCUMENTATION
AND EMPLOYEE, CUSTOMER AND SUPPLIER LISTS, CONTACTS AT OR KNOWLEDGE OF CURRENT
OR PROSPECTIVE CUSTOMERS OF THE COMPANY OR THE COMPANY'S AFFILIATES OR THEIR
CLIENTS, AND SUCH OTHER INFORMATION CONCERNING THE COMPANY OR ANY OF THE
COMPANY'S AFFILIATES (COLLECTIVELY, "PROPRIETARY INFORMATION").
EXCEPT IN
CONNECTION WITH, AND ON A BASIS CONSISTENT WITH, THE PERFORMANCE OF THE
EXECUTIVE'S DUTIES HEREUNDER, THE EXECUTIVE SHALL NOT DISCLOSE ANY PROPRIETARY
INFORMATION TO OTHERS OUTSIDE THE COMPANY OR THE COMPANY'S AFFILIATES OR USE THE
SAME FOR ANY UNAUTHORIZED PURPOSES WITHOUT WRITTEN APPROVAL BY THE COMPANY,
EITHER DURING OR
6
AFTER THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY.
THE EXECUTIVE UNDERSTANDS
THAT THE EXECUTIVE'S EMPLOYMENT CREATES A RELATIONSHIP OF CONFIDENCE AND TRUST
BETWEEN THE EXECUTIVE AND THE COMPANY WITH RESPECT TO THE PROPRIETARY
INFORMATION.
(II)
THE EXECUTIVE AGREES THAT ALL FILES, LETTERS, MEMORANDA, REPORTS,
RECORDS, DATA, SKETCHES, DRAWINGS, LABORATORY NOTEBOOKS, PROGRAM LISTINGS,
COMPUTER SOFTWARE, COMPUTER DISCS, TAPES, PRINTOUTS, SOURCE, HTML AND OTHER
CODE, FLOWCHARTS, SCHEMATICS, DESIGNS, PHOTOGRAPHS, CHARTS AND CUSTOMER LISTS,
OR OTHER WRITTEN, PHOTOGRAPHIC, OR OTHER TANGIBLE MATERIAL, WHETHER PRINTED,
TYPEWRITTEN, HANDWRITTEN, ELECTRONICALLY STORED ON DISK, TAPES, HARD DRIVES OR
OTHER STORAGE MEDIA, CONTAINING OR EMBODYING PROPRIETARY INFORMATION OR ANY
OTHER INFORMATION CONCERNING THE BUSINESS, OPERATION OR PLANS OF THE COMPANY OR
ANY OF THE COMPANY'S AFFILIATES, WHETHER CREATED BY THE EXECUTIVE OR OTHERS,
WHICH SHALL COME INTO THE EXECUTIVE'S CUSTODY OR POSSESSION (COLLECTIVELY,
"COMPANY MATERIALS"), SHALL BE AND ARE THE EXCLUSIVE PROPERTY OF THE COMPANY OR
THE COMPANY'S AFFILIATES TO BE USED BY THE EXECUTIVE ONLY IN THE PERFORMANCE OF
THE EXECUTIVE'S DUTIES FOR THE COMPANY.
THE EXECUTIVE UNDERSTANDS THAT THE
COMPANY POSSESSES OR WILL POSSESS COMPANY MATERIALS THAT ARE IMPORTANT TO THE
COMPANY, THE COMPANY'S AFFILIATES AND THE CUSTOMERS AND EMPLOYEES OF THE COMPANY
AND THE COMPANY'S AFFILIATES AND THE EXECUTIVE AGREES TO DELIVER TO THE COMPANY
UPON THE EXECUTIVE'S TERMINATION OF EMPLOYMENT WITH THE COMPANY OR AT SUCH OTHER
TIMES AS REQUESTED BY THE COMPANY ALL COMPANY MATERIALS IN THE EXECUTIVE'S
POSSESSION, CUSTODY OR CONTROL OR TO CERTIFY TO THE LOSS OR DESTRUCTION OF SUCH
COMPANY MATERIALS.
(III)
THE EXECUTIVE AGREES THAT THE EXECUTIVE'S OBLIGATION NOT TO
DISCLOSE OR USE INFORMATION, KNOW-HOW AND RECORDS OF THE TYPES SET FORTH IN
SECTIONS 5(A)(I) AND 5(A)(II) HEREOF, ALSO EXTENDS TO SUCH TYPES OF INFORMATION,