(A)
CONFIDENTIALITY.
EXECUTIVE AGREES THAT DURING HIS EMPLOYMENT WITH
THE COMPANY, WHETHER OR NOT UNDER THIS AGREEMENT, AND AT ALL TIMES THEREAFTER,
EXECUTIVE WILL NOT AT ANY TIME, DIRECTLY OR INDIRECTLY, USE, DISCLOSE, OR
DIVULGE ANY CONFIDENTIAL INFORMATION, EXCEPT AS REQUIRED IN CONNECTION WITH THE
PERFORMANCE OF HIS DUTIES FOR THE COMPANY, AND EXCEPT TO THE EXTENT REQUIRED BY
LAW (BUT ONLY AFTER EXECUTIVE HAS PROVIDED THE COMPANY WITH REASONABLE NOTICE
AND OPPORTUNITY TO TAKE ACTION AGAINST ANY LEGALLY REQUIRED DISCLOSURE).
AS
USED HEREIN, "CONFIDENTIAL INFORMATION" MEANS ALL INFORMATION OF ANY NATURE,
WHETHER OR NOT MARKED WITH A PROPRIETARY OR SIMILAR LEGEND, INCLUDING, WITHOUT
LIMITATION, NOTES, MEMORANDA, DRAWINGS, SPECIFICATIONS, PROGRAMS, DATA OR OTHER
MATERIALS, WHICH CONCERNS THE COMPANY'S DESIGN, MANUFACTURE, USE, PURCHASE,
MARKETING OR SALE OF ITS PRODUCTS OR SERVICES; PROVIDED, HOWEVER, THAT
CONFIDENTIAL INFORMATION SHALL NOT INCLUDE ANY INFORMATION THAT HAS ENTERED OR
ENTERS THE PUBLIC DOMAIN THROUGH (I) NO FAULT OF EXECUTIVE, (II) TO EXECUTIVE'S
KNOWLEDGE NO BREACH BY ANY OTHER CURRENT OR FORMER EMPLOYEE OF HIS
CONFIDENTIALITY OBLIGATIONS TO THE COMPANY; (III) APPROVED RELEASE BY WRITTEN
AUTHORIZATION OF THE COMPANY; OR (IV) DISCLOSURE REQUIRED BY LAW OR AN ORDER OF
ANY COURT, PROVIDED THAT THE COMPANY IS GIVEN NOTICE AND A REASONABLE
OPPORTUNITY TO CONTEST SUCH DISCLOSURE BEFORE IT OCCURS.
(B)
RETURN OF COMPANY PROPERTY.
UPON EXECUTIVE'S TERMINATION OF
EMPLOYMENT, AND UPON THE COMPANY'S REQUEST AT ANY TIME AND FOR ANY REASON,
EXECUTIVE SHALL IMMEDIATELY DELIVER TO THE COMPANY ALL COMPANY PROPERTY,
INCLUDING BUT NOT LIMITED TO ALL HARD-COPY AND ELECTRONIC MATERIALS IN HIS
POSSESSION WHICH CONTAIN OR RELATE TO CONFIDENTIAL INFORMATION.
(C)
DEVELOPMENTS.
ALL INVENTIONS, MODIFICATIONS, DISCOVERIES,
DESIGNS, DEVELOPMENTS, IMPROVEMENTS, PROCESSES, SOFTWARE PROGRAMS, WORKS OF
AUTHORSHIP, DOCUMENTATION, FORMULAE, DATA, TECHNIQUES, KNOW-HOW, SECRETS OR
INTELLECTUAL PROPERTY RIGHTS OR ANY INTEREST THEREIN MADE BY EXECUTIVE, EITHER
ALONE OR IN CONJUNCTION WITH OTHERS, AT ANY TIME OR AT ANY PLACE DURING
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY (INCLUDING BLUE CHIP TECHNOLOGIES),
WHETHER OR NOT REDUCED TO WRITING OR PRACTICE DURING SUCH PERIOD OF EMPLOYMENT,
WHICH RELATE TO THE BUSINESS IN WHICH THE COMPANY IS ENGAGED OR IN WHICH THE
COMPANY INTENDS TO ENGAGE (COLLECTIVELY, THE "DEVELOPMENTS"), SHALL BE AND
HEREBY ARE THE EXCLUSIVE PROPERTY OF THE COMPANY WITHOUT ANY FURTHER
COMPENSATION TO EXECUTIVE.
IN ADDITION, WITHOUT LIMITING THE GENERALITY OF THE
PRIOR SENTENCE, ALL DEVELOPMENTS THAT ARE COPYRIGHTABLE WORK BY EXECUTIVE ARE
INTENDED TO BE "WORK MADE FOR HIRE" AS DEFINED IN SECTION 101 OF THE COPYRIGHT
ACT OF 1976, AS AMENDED, AND SHALL BE AND HEREBY ARE THE PROPERTY OF THE
COMPANY.
(D)
ASSIGNMENT OF DEVELOPMENTS.
EXECUTIVE SHALL PROMPTLY DISCLOSE ANY
DEVELOPMENTS TO THE COMPANY.
IF ANY DEVELOPMENT IS NOT THE PROPERTY OF THE
COMPANY BY OPERATION OF LAW, THIS AGREEMENT OR OTHERWISE, EXECUTIVE WILL, AND
HEREBY DOES, ASSIGN TO THE COMPANY ALL RIGHT, TITLE AND INTEREST IN SUCH
DEVELOPMENT, WITHOUT FURTHER CONSIDERATION, AND WILL
4
ASSIST THE COMPANY AND ITS NOMINEES IN EVERY WAY, AT THE COMPANY'S EXPENSE, TO
SECURE, MAINTAIN AND DEFEND THE COMPANY'S RIGHTS IN