Common use of Confidential Information and Intellectual Property Clause in Contracts

Confidential Information and Intellectual Property. (a) The Executive acknowledges that the Company and its Affiliates have trade, business and financial secrets and other confidential and proprietary information (collectively, the "Confidential Information"). ------------------------ Confidential Information shall not include (i) information that is generally known to other Persons who can obtain economic value from its disclosure or use and (ii) information required to be disclosed by the Executive pursuant to a subpoena or court order, or pursuant to a requirement of a governmental agency or law of the United States of America or a state thereof or any governmental or political subdivision thereof; provided, however, that the Executive shall (at -------- ------- the Company's sole cost and expense) take all reasonable steps to prohibit disclosure pursuant to subsection (ii) above. (b) The Executive agrees (i) to hold the Confidential Information in confidence and (ii) not to release such information to any Person (other than Company employees and other Persons to whom the Company has authorized the Executive to disclose such information and then only to the extent that such Company employees and other Persons authorized by the Company have a need for such knowledge) or as required pursuant to Section 6(a)(ii) above. (c) The Executive further agrees not to use any Confidential Information for the benefit of any Person other than the Company and its Affiliates. (d) To the extent permitted by law, all rights worldwide with respect to any and all intellectual or other property of any nature produced, created or suggested by the Executive during the Employment Period or resulting from his service shall be deemed to be a work for hire and shall be the sole and exclusive property of the Company. The Executive agrees to execute, acknowledge and deliver to the Company, at the Company's request, such further documents as the Company finds appropriate to evidence the Company's rights in such property. (e) The Executive agrees to sign the Company's standard form of confidentiality agreement at the request of the Company.

Confidential Information and Intellectual Property. (a) The Executive acknowledges that the Company and its Affiliates have trade, business and financial secrets and other confidential and proprietary information (collectively, the "Confidential Information"). Confidential ------------------------ Confidential Information shall not include (i) information that is generally known to other Persons who can obtain economic value from its disclosure or use and (ii) information required to be disclosed by the Executive pursuant to a subpoena or court order, or pursuant to a requirement of a governmental agency or law of the United States of America or a state thereof or any governmental or political subdivision thereof; provided, however, that the Executive shall (at the -------- ------- the Company's sole cost and expense) take all reasonable steps to prohibit disclosure pursuant to subsection (ii) above. (b) The Executive agrees (i) to hold the Confidential Information in confidence and (ii) not to release such information to any Person (other than Company employees and other Persons to whom the Company has authorized the Executive to disclose such information and then only to the extent that such Company employees and other Persons authorized by the Company have a need for such knowledge) or as required pursuant to Section 6(a)(ii) above. (c) The Executive further agrees not to use any Confidential Information for the benefit of any Person other than the Company and its Affiliates. (d) To the extent permitted by law, all rights worldwide with respect to any and all intellectual or other property of any nature produced, created or suggested by the Executive during the Employment Period or resulting from his service shall be deemed to be a work for hire and shall be the sole and exclusive property of the Company. The Executive agrees to execute, acknowledge and deliver to the Company, at the Company's request, such further documents as the Company finds appropriate to evidence the Company's rights in such property. (e) The Executive agrees to sign the Company's standard form of confidentiality agreement at the request of the Company.

Confidential Information and Intellectual Property. (a) The Executive acknowledges that the Company and its Affiliates have trade, business and financial secrets and other confidential and proprietary information (collectively, the "Confidential Information"). Confidential ------------------------ Confidential Information shall not include (i) information that is generally known to other Persons who can obtain economic value from its disclosure or use and (ii) information required to be disclosed by the Executive pursuant to a subpoena or court order, or pursuant to a requirement of a governmental agency or law of the United States of America or a state thereof or any governmental or political subdivision thereof; provided, however, that the Executive shall (at -------- ------- the ----------------- Company's sole cost and expense) take all reasonable steps to prohibit disclosure pursuant to subsection (ii) above. (b) The Executive agrees (i) to hold the Confidential Information in confidence and (ii) not to release such information to any Person (other than Company employees and other Persons to whom the Company has authorized the Executive to disclose such information and then only to the extent that such Company employees and other Persons authorized by the Company have a need for such knowledge) or as required pursuant to Section 6(a)(ii) above. (c) The Executive further agrees not to use any Confidential Information for the benefit of any Person other than the Company and its Affiliates. (d) To the extent permitted by law, all rights worldwide with respect to any and all intellectual or other property of any nature produced, created or suggested by the Executive during the Employment Period or resulting from his service shall be deemed to be a work for hire and shall be the sole and exclusive property of the Company. The Executive agrees to execute, acknowledge and deliver to the Company, at the Company's request, such further documents as the Company finds appropriate to evidence the Company's rights in such property. (e) The Executive agrees to sign the Company's standard form of confidentiality agreement at the request of the Company.