IT
AGAINST DISCLOSURE, MISUSE, ESPIONAGE, LOSS AND THEFT.
ARTICLE 7
INTELLECTUAL PROPERTY
SECTION 7.01.
OWNERSHIP OF INTELLECTUAL PROPERTY.
IN THE EVENT THAT THE
EXECUTIVE AS PART OF HIS ACTIVITIES ON BEHALF OF THE COMPANY GENERATES, AUTHORS
OR CONTRIBUTES TO ANY INVENTION, DESIGN, NEW DEVELOPMENT, DEVICE, PRODUCT,
METHOD OF PROCESS (WHETHER OR NOT PATENTABLE OR REDUCED TO PRACTICE OR
COMPRISING CONFIDENTIAL INFORMATION), ANY COPYRIGHTABLE WORK (WHETHER OR NOT
COMPRISING CONFIDENTIAL INFORMATION) OR ANY OTHER FORM OF CONFIDENTIAL
INFORMATION RELATING DIRECTLY OR INDIRECTLY TO THE BUSINESS OF THE COMPANY AS
NOW OR HEREINAFTER CONDUCTED (COLLECTIVELY, "INTELLECTUAL PROPERTY"), THE
EXECUTIVE ACKNOWLEDGES THAT SUCH INTELLECTUAL PROPERTY IS THE SOLE AND EXCLUSIVE
PROPERTY OF THE COMPANY AND HEREBY ASSIGNS ALL RIGHT TITLE AND INTEREST IN AND
TO SUCH INTELLECTUAL PROPERTY TO THE COMPANY.
ANY COPYRIGHTABLE WORK PREPARED
IN WHOLE OR IN PART BY THE EXECUTIVE DURING THE EMPLOYMENT PERIOD WILL BE DEEMED
"A WORK MADE FOR HIRE" UNDER SECTION 201(B) OF THE COPYRIGHT ACT OF 1976, AS
AMENDED, AND THE COMPANY WILL OWN ALL OF THE RIGHTS COMPRISED IN THE COPYRIGHT
THEREIN.
THE EXECUTIVE WILL PROMPTLY AND FULLY DISCLOSE ALL INTELLECTUAL
PROPERTY AND WILL COOPERATE WITH THE COMPANY TO PROTECT THE COMPANY'S INTERESTS
IN AND RIGHTS TO SUCH INTELLECTUAL PROPERTY (INCLUDING PROVIDING REASONABLE
ASSISTANCE IN SECURING PATENT PROTECTION AND COPYRIGHT REGISTRATIONS AND
EXECUTING ALL DOCUMENTS AS REASONABLY REQUESTED BY THE COMPANY, WHETHER SUCH
REQUESTS OCCUR PRIOR TO OR AFTER TERMINATION OF EXECUTIVE'S EMPLOYMENT
HEREUNDER).
ARTICLE 8
DELIVERY OF MATERLALS UPON TERMINATION OF EMPLOYMENT
SECTION 8.01.
DELIVERY OF MATERIALS UPON TERMINATION OF EMPLOYMENT.
AS
REQUESTED BY THE COMPANY, FROM TIME TO TIME AND UPON THE TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY FOR ANY REASON, THE EXECUTIVE WILL
PROMPTLY DELIVER TO THE COMPANY ALL COPIES AND EMBODIMENTS, IN WHATEVER FORM OR
MEDIUM, OF ALL CONFIDENTIAL INFORMATION OR INTELLECTUAL PROPERTY IN THE
EXECUTIVE'S POSSESSION OR WITHIN HIS CONTROL (INCLUDING WRITTEN RECORDS, NOTES,
PHOTOGRAPHS, MANUALS, NOTEBOOKS, DOCUMENTATION, PROGRAM LISTINGS, FLOW CHARTS,
MAGNETIC MEDIA, DISKS, DISKETTES, TAPES AND ALL OTHER MATERIALS CONTAINING ANY
CONFIDENTIAL INFORMATION OR INTELLECTUAL PROPERTY) IRRESPECTIVE OF THE LOCATION
OR FORM OF SUCH MATERIAL AND, IF REQUESTED BY THE COMPANY, WILL PROVIDE THE
COMPANY WITH WRITTEN CONFIRMATION THAT ALL SUCH MATERIALS HAVE BEEN DELIVERED TO
THE COMPANY.
5
ARTICLE 9
NONCOMPETITION AND NONSOLICITATION
SECTION 9.01.
NONCOMPETITION.
THE EXECUTIVE ACKNOWLEDGES THAT DURING HIS
EMPLOYMENT WITH THE COMPANY, HE WILL BECOME FAMILIAR WITH TRADE SECRETS AND
OTHER CONFIDENTIAL INFORMATION CONCERNING THE COMPANY, THEIR SUBSIDIARIES AND
THEIR RESPECTIVE PREDECESSORS, AND THAT HIS SERVICES WILL BE OF SPECIAL, UNIQUE
AND EXTRAORDINARY VALUE TO THE COMPANY.
IN ADDITION, THE EXECUTIVE HEREBY
AGREES THAT AT ANY TIME DURING THE EMPLOYMENT PERIOD, AND FOR A PERIOD ENDING
TWO (2) YEARS AFTER THE DATE OF TERMINATION (THE "NONCOMPETITION PERIOD"), HE
WILL NOT DIRECTLY OR INDIRECTLY OWN, MANAGE, CONTROL, PARTICIPATE IN, CONSULT
WITH, RENDER SERVICES FOR OR IN ANY MANNER ENGAGE IN ANY BUSINESS COMPETING WITH
THE BUSINESSES OF THE COMPANY OR ITS SUBSIDIARIES AS SUCH BUSINESSES EXIST OR
ARE IN PROCESS OR