(B)
IN ADDITION, CONSULTANT AGREES TO MAINTAIN
IN STRICT CONFIDENCE AND, EXCEPT AS NECESSARY TO PERFORM HIS DUTIES FOR THE
COMPANY, NOT TO USE OR DISCLOSE ANY CONFIDENTIAL INFORMATION OF THE COMPANY
DURING HIS ENGAGEMENT UNDER THIS AGREEMENT AND FOR A PERIOD OF 12 MONTHS
FOLLOWING TERMINATION OF CONSULTANT'S ENGAGEMENT UNDER THIS AGREEMENT.
"CONFIDENTIAL INFORMATION" WILL MEAN ANY INTERNAL, NON-PUBLIC INFORMATION (OTHER
THAN TRADE SECRETS ALREADY ADDRESSED ABOVE) CONCERNING (WITHOUT LIMITATION) THE
COMPANY'S FINANCIAL POSITION AND RESULTS OF OPERATIONS (INCLUDING REVENUES,
ASSETS, NET INCOME, ETC.); ANNUAL AND LONG-RANGE BUSINESS PLANS; PRODUCT OR
SERVICE PLANS; MARKETING PLANS AND METHODS; TRAINING, EDUCATIONAL AND
ADMINISTRATIVE MANUALS; SUPPLIER INFORMATION AND PURCHASE HISTORIES; CUSTOMERS
OR CLIENTS; PERSONNEL AND SALARY INFORMATION; AND EMPLOYEE LISTS.
CONSULTANT
AGREES THAT THE PROVISIONS OF THIS SUBSECTION WILL BE DEEMED SUFFICIENT TO
PROTECT CONFIDENTIAL INFORMATION OF THIRD PARTIES PROVIDED TO THE COMPANY UNDER
AN OBLIGATION OF SECRECY.
(C)
EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, THE COMPANY ALONE WILL BE ENTITLED TO ALL BENEFITS, PROFITS AND
RESULTS ARISING FROM OR INCIDENTAL TO THE CONSULTANTS UNDER THIS AGREEMENT WITH
THE COMPANY.
TO THE GREATEST EXTENT POSSIBLE, ANY WORK PRODUCT, PROPERTY, DATA,
INVENTION, "KNOW-HOW", DOCUMENTATION OR INFORMATION OR MATERIALS PREPARED,
CONCEIVED, DISCOVERED, DEVELOPED OR CREATED BY CONSULTANT IN CONNECTION WITH HIS
PRIOR
EMPLOYMENT OR ENGAGEMENT UNDER THIS AGREEMENT WITH THE COMPANY WILL BE
DEEMED TO BE "WORK MADE FOR HIRE" AS DEFINED IN THE COPYRIGHT ACT, 17 U.S.C.A. §
101 ET SEQ., AS AMENDED, AND OWNED EXCLUSIVELY AND PERPETUALLY BY THE COMPANY.
CONSULTANT HEREBY UNCONDITIONALLY AND IRREVOCABLY TRANSFERS AND ASSIGNS TO THE
COMPANY ALL INTELLECTUAL PROPERTY OR OTHER RIGHTS, TITLE AND INTEREST CONSULTANT
MAY CURRENTLY HAVE (OR IN THE FUTURE MAY HAVE) BY OPERATION OF LAW OR OTHERWISE
IN OR TO ANY WORK PRODUCT.
CONSULTANT AGREES TO EXECUTE AND DELIVER TO THE
COMPANY ANY TRANSFERS, ASSIGNMENTS, DOCUMENTS OR OTHER INSTRUMENTS WHICH THE
COMPANY MAY DEEM NECESSARY OR APPROPRIATE TO VEST COMPLETE AND PERPETUAL TITLE
AND OWNERSHIP OF ANY WORK PRODUCT AND ALL ASSOCIATED RIGHTS EXCLUSIVELY IN THE
COMPANY.
THE COMPANY WILL HAVE THE RIGHT TO ADAPT, CHANGE, REVISE, DELETE FROM,
ADD TO AND/OR REARRANGE THE WORK PRODUCT OR ANY PART THEREOF WRITTEN OR CREATED
BY CONSULTANT, AND TO COMBINE THE SAME WITH OTHER WORKS TO ANY EXTENT, AND TO
CHANGE OR SUBSTITUTE THE TITLE THEREOF, AND IN THIS CONNECTION CONSULTANT HEREBY
WAIVES THE "MORAL RIGHTS" OF AUTHORS AS THAT TERM IS COMMONLY UNDERSTOOD
THROUGHOUT THE WORLD INCLUDING, WITHOUT LIMITATION, ANY SIMILAR RIGHTS OR
PRINCIPLES OF LAW WHICH CONSULTANT MAY NOW OR LATER HAVE BY VIRTUE OF THE LAW OF
ANY LOCALITY, STATE, NATION, TREATY, CONVENTION OR OTHER SOURCE.
UNLESS
OTHERWISE SPECIFICALLY AGREED, CONSULTANT WILL NOT BE ENTITLED TO ANY ADDITIONAL
COMPENSATION, BEYOND HIS COMPENSATION UNDER THIS AGREEMENT, FOR ANY EXERCISE BY
THE COMPANY OF ITS RIGHTS SET FORTH IN THE PRECEDING SENTENCE.
(D)
CONSULTANT WILL SURRENDER TO THE COMPANY,
PROMPTLY UPON ITS REQUEST AND IN ANY EVENT UPON TERMINATION OF THIS AGREEMENT,
ALL MEDIA, DOCUMENTS, NOTEBOOKS, COMPUTER PROGRAMS, HANDBOOKS, DATA FILES,
MODELS, SAMPLES,