Common use of Confidential Information; Assignment of Inventions Clause in Contracts

Confidential Information; Assignment of Inventions. (a) As used herein, the term "Confidential Information" includes, but is not limited to, all information and materials belonging to, used by, or in the possession of the Company (i) which have been disclosed or made known to, or has come into the possession of the Executive as a consequence of or through the Executive's relationship with the Company prior to or after the date hereof, (ii) which are related to the Company's customers, potential customers, suppliers, distributors, business strategies or policies, financial or sales results, sales and management techniques, marketing plans, research or development, reports, records, software, systems, source or object code, software documentation or instruction or user manuals, and (iii) which have not generally been made available to the public (not including customers) by the Company pursuant to a specific authorization in the ordinary course of business by the Company of the release of such information to the public or otherwise published and released by the Company to the general public. Notwithstanding the foregoing, the Executive may release Confidential Information if (1) required by law, (2) necessary to establish a lawful claim or defense against the Company, (3) necessary to establish a lawful claim or defense against a person or entity other than the Company, but only with the permission, which shall not be unreasonably withheld, of the Company, or (4) necessary to respond to process or appropriate governmental inquiry, but then in each case only with prior notice to the Company. (b) The Executive agrees: (i) that the Executive will promptly disclose and grant and does hereby grant to the Company his entire right, title and interest in and to all customer lists, discoveries, developments, designs, improvements, inventions, formulae, software, documentation, processes, techniques, know-how, patents, trade secrets and trademarks, copyrights and all other data conceived, developed or acquired by him during the period of his employment with the Company, both prior to and after the execution of this Agreement, whether or not patentable or registrable under copyright or similar statutes, made or conceived or reduced to practice or learned by the Executive, either alone or jointly with others, that result from or are conceived during the performance of tasks assigned to the Executive by the Company or result from use of property, equipment, or premises owned, leased or contracted for by the Company ("Inventions"). The Executive agrees to execute and deliver, from time to time, such documents as may be necessary or convenient to effectuate the transfer of such Confidential Information to the Company and shall cooperate with and assist the Company in every proper way (at the expense of the Company) in obtaining and from time to time enforcing patents, copyrights, trade secrets, other proprietary rights and protections relating to Inventions in any and all countries; (ii) that the Executive will during the term of this Agreement and thereafter safeguard all Confidential Information and, except as specifically permitted in Section 8(b)(iii) and Section 8(b)(iv), the Executive will never disclose or use for any purpose or benefit (other than for the purpose or benefit of the Company) any Confidential Information; (iii) that, except in connection with the ordinary course of the Company's business, the Executive will not, either during the term of this Agreement or thereafter directly or indirectly, disclose, disseminate or otherwise make known or provide any Confidential Information, whether in original form or in duplicated or copied form or extracts therefrom, and whether orally or in writing, to any individual, partnership, company or other entity, unless the Company has given its prior written consent thereto; (iv) that, except in connection with the ordinary course of the Company's business, the Executive will not, either during the term of this Agreement or thereafter, remove any Confidential Information from the premises of the Company either in original form or in duplicated or copied form or extracts therefrom; and that upon any termination of Executive's employment by the Company, Executive will immediately surrender to the Company, without request, all Confidential Information, whether in original or duplicated or copied form or extracts therefrom.

Confidential Information; Assignment of Inventions. (a) As used hereinEmployee acknowledges that the trade secrets, confidential information, secret processes and know-how developed and acquired by AAR CORP. and its affiliates or subsidiaries (together the term "Confidential Information" includes“Affiliated Companies”) are among their most valuable assets and that the value of such information may be destroyed by unauthorized disclosure. All such trade secrets, but is not limited toconfidential information, all information secret processes and materials belonging to, used by, know-how imparted to or learned by Employee in the possession course of his employment with respect to the business of the Company Affiliated Companies (i) which have been disclosed or made known to, or has come into the possession of the Executive as a consequence of or through the Executive's relationship with the Company prior to whether acquired before or after the date hereof) will be deemed to be confidential and will not be used or disclosed by Employee, except to the extent necessary to perform Employee’s duties and, in no event, disclosed to anyone outside the employ of the Affiliated Companies and their authorized consultants and advisors, unless (i) such information is or has been made generally available to the public, (ii) which are related disclosure of such information is required by law in the opinion of Employee’s counsel (provided that written notice thereof is given to the Company's customersCompany as soon as possible but not less than 24 hours prior to such disclosure), potential customers, suppliers, distributors, business strategies or policies, financial or sales results, sales and management techniques, marketing plans, research or development, reports, records, software, systems, source or object code, software documentation or instruction or user manuals, and (iii) which have not generally express written authorization to use or disclose such information has been made available given by the Company. If Employee ceases to the public (not including customers) be employed by the Company for any reason, Employee shall not take any electronically stored data, documents or other papers containing or reflecting trade secrets, confidential information, secret processes, know-how, or computer software programs from Company. Employee acknowledges that Employee’s employment hereunder will place Employee in a position of utmost confidence and that Employee will have access to confidential information concerning the operation of the business of the Affiliated Companies, including, but not limited to, manufacturing methods, developments, secret processes, know-how, computer software programs, costs, prices and pricing methods, sources of supply and customer names and relations. All such information is in the nature of a trade secret and is the sole and exclusive property of the Affiliated Companies and shall be deemed confidential information for the purposes of this paragraph. Nothing herein shall prohibit Employee from (i) reporting a suspected violation of law to any governmental or regulatory agency and cooperating with such agency, or from receiving a monetary recovery for information provided to such agency, (ii) testifying truthfully under oath pursuant to a specific authorization in the ordinary course of business subpoena or other legal process or (iii) making disclosures that are otherwise protected under applicable law or regulation. However, if Employee is required by subpoena or other legal process to disclose confidential information, Employee first shall notify the Company promptly upon receipt of the release of such information to the public subpoena or other notice, unless otherwise published and released by the Company to the general public. Notwithstanding the foregoing, the Executive may release Confidential Information if (1) required by law, (2) necessary to establish a lawful claim or defense against the Company, (3) necessary to establish a lawful claim or defense against a person or entity other than the Company, but only with the permission, which shall not be unreasonably withheld, of the Company, or (4) necessary to respond to process or appropriate governmental inquiry, but then in each case only with prior notice to the Company. (b) The Executive agrees: Employee hereby assigns to the Company all rights that Employee may have as author, designer, inventor or otherwise as creator of any written or graphic material, design, invention, improvement, or any other idea or thing whatever that Employee may write, draw, design, conceive, perfect, or reduce to practice during employment with the Company or within 120 days after termination of such employment, whether done during or outside of normal work hours, and whether done alone or in conjunction with others (i) “Intellectual Property”), provided, however, that Employee reserves all rights in anything done or developed entirely by Employee on Employee’s own personal time and without the Executive use of any Company equipment, supplies, facilities or information, or the participation of any other Company employee, unless it relates to the Company’s business or reasonably anticipated business, or grows out of any work performed by Employee for the Company. Employee will promptly disclose and grant and does hereby grant all such Intellectual Property developed by Employee to the Company his entire right, title and interest in and to all customer lists, discoveries, developments, designs, improvements, inventions, formulae, software, documentation, processes, techniques, know-how, patents, trade secrets and trademarks, copyrights and all other data conceived, developed or acquired by him during the period of his employment with the Company, both prior to and after fully cooperate at the execution of this Agreement, whether or not patentable or registrable under copyright or similar statutes, made or conceived or reduced to practice or learned by the Executive, either alone or jointly with others, that result from or are conceived during the performance of tasks assigned to the Executive Company’s request and expense in any efforts by the Company or result from use its assignees to secure protection for such Intellectual Property by way of propertydomestic or foreign patent, equipmentcopyright, trademark or premises ownedservice xxxx registration or otherwise, leased including executing specific assignments or contracted for by the Company ("Inventions"). The Executive agrees to execute and deliver, from time to time, such other documents or taking such further action as may be considered necessary to vest title in Company or convenient to effectuate the transfer of such Confidential Information to the Company its assignees and shall cooperate with and assist the Company in every proper way (at the expense of the Company) in obtaining and from time to time enforcing patents, copyrights, trade secrets, other proprietary rights and protections relating to Inventions obtain patents or copyrights in any and all countries; (ii) that the Executive will during the term of this Agreement and thereafter safeguard all Confidential Information and, except as specifically permitted in Section 8(b)(iii) and Section 8(b)(iv), the Executive will never disclose or use for any purpose or benefit (other than for the purpose or benefit of the Company) any Confidential Information; (iii) that, except in connection with the ordinary course of the Company's business, the Executive will not, either during the term of this Agreement or thereafter directly or indirectly, disclose, disseminate or otherwise make known or provide any Confidential Information, whether in original form or in duplicated or copied form or extracts therefrom, and whether orally or in writing, to any individual, partnership, company or other entity, unless the Company has given its prior written consent thereto; (iv) that, except in connection with the ordinary course of the Company's business, the Executive will not, either during the term of this Agreement or thereafter, remove any Confidential Information from the premises of the Company either in original form or in duplicated or copied form or extracts therefrom; and that upon any termination of Executive's employment by the Company, Executive will immediately surrender to the Company, without request, all Confidential Information, whether in original or duplicated or copied form or extracts therefrom.

Confidential Information; Assignment of Inventions. (a) As used herein, the term "Confidential Information" includes, but is not limited to, all information and materials belonging to, used by, or in the possession of the Company (i) which have been disclosed or made known to, or has come into the possession of the Executive as a consequence of or through the Executive's relationship with the Company prior to or after the date hereof, (ii) which are related to the Company's customers, potential customers, suppliers, distributors, sales representatives or agents, business strategies or policies, financial or sales results, sales and management techniques, marketing plans, research or development, reports, records, software, systems, source or object code, software documentation or instruction or user manuals, and (iii) which have not generally been made available to the public (not including customers) by the Company pursuant to a specific authorization in the ordinary course of business by the Company of the release of such information to the public or otherwise published and released by the Company to the general public. Notwithstanding the foregoing, the Executive may release Confidential Information if (1) required by law, (2) necessary to establish a lawful claim or defense against the Company, (3) necessary to establish a lawful claim or defense against a person or entity other than the Company, but only with the permission, which shall not be unreasonably withheld, of the Company, or (4) necessary to respond to process or appropriate governmental inquiry, but then in each case only with prior notice to the Company. (b) The Executive agrees: (i) that the Executive will promptly disclose and grant and does hereby grant to the Company his entire right, title and interest in and to all customer lists, discoveries, developments, designs, improvements, inventions, formulae, software, documentation, processes, techniques, know-how, patents, trade secrets and trademarks, copyrights and all other data conceived, developed or acquired by him during the period of his employment with the Company, both prior to and after the execution of this Agreement, whether or not patentable or registrable under patent, copyright or similar statutes, made or conceived or reduced to practice or learned by the Executive, either alone or jointly with others, that result from or are conceived during the performance of tasks assigned to the Executive by the Company Company, are related to the business conducted by the Company, or result from use of property, equipment, or premises owned, leased or contracted for by the Company ("Inventions"). The Executive agrees to execute and deliver, from time to time, such documents as may be necessary or convenient to effectuate the transfer of such Confidential Information to the Company and shall cooperate with and assist the Company in every proper way (at the expense of the Company) in obtaining and from time to time enforcing patents, copyrights, trade secrets, other proprietary rights and protections relating to Inventions in any and all countries; (ii) that the Executive will during the term of this Agreement and thereafter safeguard all Confidential Information and, except as specifically permitted in Section 8(b)(iii) and Section 8(b)(iv), the Executive will never disclose or use for any purpose or benefit (other than for the purpose or benefit of the Company) any Confidential Information; (iii) that, except in connection with the ordinary course of the Company's business, the Executive will not, either during the term of this Agreement or thereafter thereafter, directly or indirectly, disclose, disseminate or otherwise make known or provide any Confidential Information, whether in original form or in duplicated or copied form or extracts therefrom, and whether orally or in writing, to any individual, partnership, company or other entity, unless the Company has given its prior written consent thereto; (iv) that, except in connection with the ordinary course of the Company's business, the Executive will not, either during the term of this Agreement or thereafter, remove any Confidential Information from the premises of the Company either in original form or in duplicated or copied form or extracts therefrom; and that upon any termination of Executive's employment by the Company, Executive will immediately surrender to the Company, without request, all Confidential Information, whether in original or duplicated or copied form or extracts therefrom.

Confidential Information; Assignment of Inventions. (a) As used hereinEmployee acknowledges that the trade secrets, confidential information, secret processes and know-how developed and acquired by AAR CORP. and its affiliates or subsidiaries (together the term "Confidential Information" includesAffiliated Companies") are among their most valuable assets and that the value of such information may be destroyed by unauthorized disclosure. All such trade secrets, but is not limited toconfidential information, all information secret processes and materials belonging to, used by, know-how imparted to or learned by Employee in the possession course of his employment with respect to the business of the Company Affiliated Companies (i) which have been disclosed or made known to, or has come into the possession of the Executive as a consequence of or through the Executive's relationship with the Company prior to whether acquired before or after the date hereof) will be deemed to be confidential and will not be used or disclosed by Employee, except to the extent necessary to perform his duties and, in no event, disclosed to anyone outside the employ of the Affiliated Companies and their authorized consultants and advisors, unless (i) such information is or has been made generally available to the public, (ii) which are related disclosure of such information is required by law in the opinion of Employee's counsel (provided that written notice thereof is given to the Company's customersCompany as soon as possible but not less than 24 hours prior to such disclosure), potential customers, suppliers, distributors, business strategies or policies, financial or sales results, sales and management techniques, marketing plans, research or development, reports, records, software, systems, source or object code, software documentation or instruction or user manuals, and (iii) which have not generally express written authorization to use or disclose such information has been made available given by the Company. If Employee ceases to the public (not including customers) be employed by the Company pursuant for any reason, he shall not take with him any electronically stored data, documents or other papers containing or reflecting trade secrets, confidential information, secret processes, know-how, or computer software programs. Employee acknowledges that his employment hereunder will place him in a position of utmost confidence and that he will have access to a specific authorization confidential information concerning the operation of the business of the Affiliated Companies, including, but not limited to, manufacturing methods, developments, secret processes, know-how, computer software programs, costs, prices and pricing methods, sources of supply and customer names and relations. All such information is in the ordinary course nature of business by a trade secret and is the Company sole and exclusive property of the release Affiliated Companies and shall be deemed confidential information for the purposes of such information to the public or otherwise published and released by the Company to the general public. Notwithstanding the foregoing, the Executive may release Confidential Information if (1) required by law, (2) necessary to establish a lawful claim or defense against the Company, (3) necessary to establish a lawful claim or defense against a person or entity other than the Company, but only with the permission, which shall not be unreasonably withheld, of the Company, or (4) necessary to respond to process or appropriate governmental inquiry, but then in each case only with prior notice to the Companythis paragraph. (b) The Executive agrees: Employee hereby assigns to the Company all rights that Employee may have as author, designer, inventor or otherwise as creator of any written or graphic material, design, invention, improvement, or any other idea or thing whatever that Employee may write, draw, design, conceive, perfect, or reduce to practice during employment with the Company or within 120 days after termination of such employment, whether done during or outside of normal work hours, and whether done alone or in conjunction with others (i) "Intellectual Property"), provided, however, that Employee reserves all rights in anything done or developed entirely by Employee on Employee's own personal time and without the Executive use of any Company equipment, supplies, facilities or information, or the participation of any other Company employee, unless it relates to the Company's business or reasonably anticipated business, or grows out of any work performed by Employee for the Company. Employee will promptly disclose and grant and does hereby grant all such Intellectual Property developed by Employee to the Company his entire right, title and interest in and to all customer lists, discoveries, developments, designs, improvements, inventions, formulae, software, documentation, processes, techniques, know-how, patents, trade secrets and trademarks, copyrights and all other data conceived, developed or acquired by him during the period of his employment with the Company, both prior to and after fully cooperate at the execution of this Agreement, whether or not patentable or registrable under copyright or similar statutes, made or conceived or reduced to practice or learned by the Executive, either alone or jointly with others, that result from or are conceived during the performance of tasks assigned to the Executive Company's request and expense in any efforts by the Company or result from use its assignees to secure protection for such Intellectual Property by way of propertydomestic or foreign patent, equipmentcopyright, trademark or premises ownedservice xxxx registration or otherwise, leased including executing specific assignments or contracted for by the Company ("Inventions"). The Executive agrees to execute and deliver, from time to time, such other documents or taking such further action as may be considered necessary to vest title in Company or convenient to effectuate the transfer of such Confidential Information to the Company its assignees and shall cooperate with and assist the Company in every proper way (at the expense of the Company) in obtaining and from time to time enforcing patents, copyrights, trade secrets, other proprietary rights and protections relating to Inventions obtain patents or copyrights in any and all countries; (ii) that the Executive will during the term of this Agreement and thereafter safeguard all Confidential Information and, except as specifically permitted in Section 8(b)(iii) and Section 8(b)(iv), the Executive will never disclose or use for any purpose or benefit (other than for the purpose or benefit of the Company) any Confidential Information; (iii) that, except in connection with the ordinary course of the Company's business, the Executive will not, either during the term of this Agreement or thereafter directly or indirectly, disclose, disseminate or otherwise make known or provide any Confidential Information, whether in original form or in duplicated or copied form or extracts therefrom, and whether orally or in writing, to any individual, partnership, company or other entity, unless the Company has given its prior written consent thereto; (iv) that, except in connection with the ordinary course of the Company's business, the Executive will not, either during the term of this Agreement or thereafter, remove any Confidential Information from the premises of the Company either in original form or in duplicated or copied form or extracts therefrom; and that upon any termination of Executive's employment by the Company, Executive will immediately surrender to the Company, without request, all Confidential Information, whether in original or duplicated or copied form or extracts therefrom.

Confidential Information; Assignment of Inventions. (a) As used hereinEmployee acknowledges that the trade secrets, confidential information, secret processes and know-how developed and acquired by AAR CORP. and its affiliates or subsidiaries (together the term "Confidential Information" includesAffiliated Companies") are among their most valuable assets and that the value of such information may be destroyed by unauthorized disclosure. All such trade secrets, but is not limited toconfidential information, all information secret processes and materials belonging to, used by, know-how imparted to or learned by Employee in the possession course of his employment with respect to the business of the Company Affiliated Companies (i) which have been disclosed or made known to, or has come into the possession of the Executive as a consequence of or through the Executive's relationship with the Company prior to whether acquired before or after the date hereof) will be deemed to be confidential and will not be used or disclosed by Employee, except to the extent necessary to perform Employee's duties and, in no event, disclosed to anyone outside the employ of the Affiliated Companies and their authorized consultants and advisors, unless (i) such information is or has been made generally available to the public, (ii) which are related disclosure of such information is required by law in the opinion of Employee's counsel (provided that written notice thereof is given to the Company's customersCompany as soon as possible but not less than 24 hours prior to such disclosure), potential customers, suppliers, distributors, business strategies or policies, financial or sales results, sales and management techniques, marketing plans, research or development, reports, records, software, systems, source or object code, software documentation or instruction or user manuals, and (iii) which have not generally express written authorization to use or disclose such information has been made available given by the Company. If Employee ceases to the public (not including customers) be employed by the Company pursuant for any reason, Employee shall not take any electronically stored data, documents or other papers containing or reflecting trade secrets, confidential information, secret processes, know-how, or computer software programs from Company. Employee acknowledges that Employee's employment hereunder will place Employee in a position of utmost confidence and that Employee will have access to a specific authorization confidential information concerning the operation of the business of the Affiliated Companies, including, but not limited to, manufacturing methods, developments, secret processes, know-how, computer software programs, costs, prices and pricing methods, sources of supply and customer names and relations. All such information is in the ordinary course nature of business by a trade secret and is the Company sole and exclusive property of the release Affiliated Companies and shall be deemed confidential information for the purposes of such information to the public or otherwise published and released by the Company to the general public. Notwithstanding the foregoing, the Executive may release Confidential Information if (1) required by law, (2) necessary to establish a lawful claim or defense against the Company, (3) necessary to establish a lawful claim or defense against a person or entity other than the Company, but only with the permission, which shall not be unreasonably withheld, of the Company, or (4) necessary to respond to process or appropriate governmental inquiry, but then in each case only with prior notice to the Companythis paragraph. (b) The Executive agrees: Employee hereby assigns to the Company all rights that Employee may have as author, designer, inventor or otherwise as creator of any written or graphic material, design, invention, improvement, or any other idea or thing whatever that Employee may write, draw, design, conceive, perfect, or reduce to practice during employment with the Company or within 120 days after termination of such employment, whether done during or outside of normal work hours, and whether done alone or in conjunction with others (i) "Intellectual Property"), provided, however, that Employee reserves all rights in anything done or developed entirely by Employee on Employee's own personal time and without the Executive use of any Company equipment, supplies, facilities or information, or the participation of any other Company employee, unless it relates to the Company's business or reasonably anticipated business, or grows out of any work performed by Employee for the Company. Employee will promptly disclose and grant and does hereby grant all such Intellectual Property developed by Employee to the Company his entire right, title and interest in and to all customer lists, discoveries, developments, designs, improvements, inventions, formulae, software, documentation, processes, techniques, know-how, patents, trade secrets and trademarks, copyrights and all other data conceived, developed or acquired by him during the period of his employment with the Company, both prior to and after fully cooperate at the execution of this Agreement, whether or not patentable or registrable under copyright or similar statutes, made or conceived or reduced to practice or learned by the Executive, either alone or jointly with others, that result from or are conceived during the performance of tasks assigned to the Executive Company's request and expense in any efforts by the Company or result from use its assignees to secure protection for such Intellectual Property by way of propertydomestic or foreign patent, equipmentcopyright, trademark or premises ownedservice xxxx registration or otherwise, leased including executing specific assignments or contracted for by the Company ("Inventions"). The Executive agrees to execute and deliver, from time to time, such other documents or taking such further action as may be considered necessary to vest title in Company or convenient to effectuate the transfer of such Confidential Information to the Company its assignees and shall cooperate with and assist the Company in every proper way (at the expense of the Company) in obtaining and from time to time enforcing patents, copyrights, trade secrets, other proprietary rights and protections relating to Inventions obtain patents or copyrights in any and all countries; (ii) that the Executive will during the term of this Agreement and thereafter safeguard all Confidential Information and, except as specifically permitted in Section 8(b)(iii) and Section 8(b)(iv), the Executive will never disclose or use for any purpose or benefit (other than for the purpose or benefit of the Company) any Confidential Information; (iii) that, except in connection with the ordinary course of the Company's business, the Executive will not, either during the term of this Agreement or thereafter directly or indirectly, disclose, disseminate or otherwise make known or provide any Confidential Information, whether in original form or in duplicated or copied form or extracts therefrom, and whether orally or in writing, to any individual, partnership, company or other entity, unless the Company has given its prior written consent thereto; (iv) that, except in connection with the ordinary course of the Company's business, the Executive will not, either during the term of this Agreement or thereafter, remove any Confidential Information from the premises of the Company either in original form or in duplicated or copied form or extracts therefrom; and that upon any termination of Executive's employment by the Company, Executive will immediately surrender to the Company, without request, all Confidential Information, whether in original or duplicated or copied form or extracts therefrom.

Confidential Information; Assignment of Inventions. (a) As used herein, the term "“Confidential Information" ” includes, but is not limited to, all information and materials belonging to, used by, or in the possession of the Company (i) which have been disclosed or made known to, or has come into the possession of the Executive Employee as a consequence of or through the Executive's Employee’s relationship with the Company prior to or after the date hereof, (ii) which are related to the Company's ’s customers, potential customers, suppliers, distributors, business strategies or policies, financial or sales results, sales and management techniques, marketing plans, research or development, reports, records, software, systems, source or object code, software documentation or instruction or user manuals, and (iii) which have not generally been made available to the public (not including customers) by the Company pursuant to a specific authorization in the ordinary course of business by the Company of the release of such information to the public or otherwise published and released by the Company to the general public. Notwithstanding the foregoing, the Executive Employee may release Confidential Information if (1) required by law, (2) necessary to establish a lawful claim or defense against the Company, (3) necessary to establish a lawful claim or defense against a person or entity other than the Company, but only with the permission, which shall not be unreasonably withheld, of the Company, or (4) necessary to respond to process or appropriate governmental inquiry, but then in each case only with prior notice to the Company. (b) The Executive Employee agrees: (i) that the Executive Employee will promptly disclose and grant and does hereby grant to the Company his entire right, title and interest in and to all customer lists, discoveries, developments, designs, improvements, inventions, formulae, software, documentation, processes, techniques, know-how, patents, trade secrets and trademarks, copyrights and all other data conceived, developed or acquired by him during the period of his employment with the Company, both prior to and after the execution of this Agreement, whether or not patentable or registrable under copyright or similar statutes, made or conceived or reduced to practice or learned by the ExecutiveEmployee, either alone or jointly with others, that result from or are conceived during the performance of tasks assigned to the Executive Employee by the Company or result from use of property, equipment, or premises owned, leased or contracted for by the Company ("“Inventions"”). The Executive Employee agrees to execute and deliver, from time to time, such documents as may be necessary or convenient to effectuate the transfer of such Confidential Information to the Company and shall cooperate with and assist the Company in every proper way (at the expense of the Company) in obtaining and from time to time enforcing patents, copyrights, trade secrets, other proprietary rights and protections relating to Inventions in any and all countries; (ii) that the Executive Employee will during the term of this Agreement and thereafter safeguard all Confidential Information and, except as specifically permitted in Section 8(b)(iii) and Section 8(b)(iv)below, the Executive Employee will never disclose or use for any purpose or benefit (other than for the purpose or benefit of the Company) any Confidential Information; (iii) that, except in connection with the ordinary course of the Company's ’s business, the Executive Employee will not, either during the term of this Agreement or thereafter directly or indirectly, disclose, disseminate or otherwise make known or provide any Confidential Information, whether in original form or in duplicated or copied form or extracts therefrom, and whether orally or in writing, to any individual, partnership, company or other entity, unless the Company has given its prior written consent thereto; (iv) that, except in connection with the ordinary course of the Company's ’s business, the Executive Employee will not, either during the term of this Agreement or thereafter, remove any Confidential Information from the premises of the Company either in original form or in duplicated or copied form or extracts therefrom; and that upon any termination of Executive's Employee’s employment by the Company, Executive Employee will immediately surrender to the Company, without request, all Confidential Information, whether in original or duplicated or copied form or extracts therefrom.

Confidential Information; Assignment of Inventions. (a) As used herein, the term "“Confidential Information" ” includes, but is not limited to, all information and materials belonging to, used by, or in the possession of the Company (i) which have been disclosed or made known to, or has have come into the possession of the Executive as a consequence of or through the Executive's ’s relationship with the Company prior to or after the date hereof, (ii) which are related to the Company's ’s customers, potential customers, suppliers, distributors, alliance partners, business strategies or policies, financial or sales results, sales and management techniques, marketing plans, research or development, reports, records, software, systems, source or object code, software documentation or instruction or user manuals, and (iii) which have not generally been made available to the public (not including customers) by the Company pursuant to a specific authorization in the ordinary course of business by the Company of the release of such information to the public or otherwise published and released by the Company to the general public. Notwithstanding the foregoing, the Executive may release Confidential Information Information, in each case only with prior notice to the Company, if (1) required by law, (2) necessary to establish a lawful claim or defense against the Company, (3) necessary to establish a lawful claim or defense against a person or entity other than the Company, but only with the permission, which shall not be unreasonably withheld, of the Company, or (4) necessary to respond to process or appropriate governmental inquiry, but then in each case only with prior notice to the Company. (b) The Executive agrees: (i) that the Executive will promptly disclose and grant and does hereby grant to the Company his entire right, title and interest in and to all customer lists, discoveries, developments, designs, improvements, inventions, formulae, software, documentation, processes, techniques, know-how, patents, trade secrets and trademarks, copyrights and all other data conceived, developed or acquired by him during the period of his Executive’s employment with the Company, both prior to and after the execution of this Agreement, whether or not patentable or registrable under copyright or similar statutes, made or conceived or reduced to practice or learned by the Executive, either alone or jointly with others, that result from or are conceived during the performance of tasks assigned to the Executive by the Company or result from use of property, equipment, or premises owned, leased or contracted for by the Company ("“Inventions"”). The Executive agrees to execute and deliver, from time to time, such documents as may be necessary or convenient to effectuate the transfer of such Confidential Information to the Company and shall cooperate with and assist the Company in every proper way (at the expense of the Company) in obtaining and from time to time enforcing patents, copyrights, trade secrets, other proprietary rights and protections relating to Inventions in any and all countries; (ii) that the Executive will during the term of this Agreement and thereafter safeguard all Confidential Information and, except as specifically permitted in Section 8(b)(iii) and Section 8(b)(iv)below, the Executive will never disclose or use for any purpose or benefit (other than for the purpose or benefit of the Company) any Confidential Information; (iii) that, except in connection with the ordinary course of the Company's ’s business, the Executive will not, either during the term of this Agreement or thereafter directly or indirectly, disclose, disseminate or otherwise make known or provide any Confidential Information, whether in original form or in duplicated or copied form or extracts therefrom, and whether orally or in writing, to any individual, partnership, company or other entity, unless the Company has given its prior written consent thereto; (iv) that, except in connection with the ordinary course of the Company's ’s business, the Executive will not, either during the term of this Agreement or thereafter, remove any Confidential Information from the premises of the Company either in original form or in duplicated or copied form or extracts therefrom; and that upon any termination of Executive's ’s employment by the Company, Executive will immediately surrender to the Company, without request, all Confidential Information, whether in original or duplicated or copied form or extracts therefrom.

Confidential Information; Assignment of Inventions. (a) As used herein, the term "Confidential Information" includes, but is not limited to, all information and materials belonging to, used by, or in the possession of the Company (i) which have been disclosed or made known to, or has have come into the possession of the Executive as a consequence of or through the Executive's relationship with the Company prior to or after the date hereof, (ii) which are related to the Company's customers, potential customers, suppliers, distributors, alliance partners, business strategies or policies, financial or sales results, sales and management techniques, marketing plans, research or development, reports, records, software, systems, source or object code, software documentation or instruction or user manuals, and (iii) which have not generally been made available to the public (not including customers) by the Company pursuant to a specific authorization in the ordinary course of business by the Company of the release of such information to the public or otherwise published and released by the Company to the general public. Notwithstanding the foregoing, the Executive may release Confidential Information Information, in each case only with prior notice to the Company, if (1) required by law, (2) necessary to establish a lawful claim or defense against the Company, (3) necessary to establish a lawful claim or defense against a person or entity other than the Company, but only with the permission, which shall not be unreasonably withheld, of the Company, or (4) necessary to respond to process or appropriate governmental inquiry, but then in each case only with prior notice to the Company. (b) The Executive agrees: (i) that the Executive will promptly disclose and grant and does hereby grant to the Company his entire right, title and interest in and to all customer lists, discoveries, developments, designs, improvements, inventions, formulae, software, documentation, processes, techniques, know-how, patents, trade secrets and trademarks, copyrights and all other data conceived, developed or acquired by him during the period of his Executive's employment with the Company, both prior to and after the execution of this Agreement, whether or not patentable or registrable under copyright or similar statutes, made or conceived or reduced to practice or learned by the Executive, either alone or jointly with others, that result from or are conceived during the performance of tasks assigned to the Executive by the Company or result from use of property, equipment, or premises owned, leased or contracted for by the Company ("Inventions"). The Executive agrees to execute and deliver, from time to time, such documents as may be necessary or convenient to effectuate the transfer of such Confidential Information to the Company and shall cooperate with and assist the Company in every proper way (at the expense of the Company) in obtaining and from time to time enforcing patents, copyrights, trade secrets, other proprietary rights and protections relating to Inventions in any and all countries; (ii) that the Executive will during the term of this Agreement and thereafter safeguard all Confidential Information and, except as specifically permitted in Section 8(b)(iii) and Section 8(b)(iv)below, the Executive will never disclose or use for any purpose or benefit (other than for the purpose or benefit of the Company) any Confidential Information; (iii) that, except in connection with the ordinary course of the Company's business, the Executive will not, either during the term of this Agreement or thereafter directly or indirectly, disclose, disseminate or otherwise make known or provide any Confidential Information, whether in original form or in duplicated or copied form or extracts therefrom, and whether orally or in writing, to any individual, partnership, company or other entity, unless the Company has given its prior written consent thereto; (iv) that, except in connection with the ordinary course of the Company's business, the Executive will not, either during the term of this Agreement or thereafter, remove any Confidential Information from the premises of the Company either in original form or in duplicated or copied form or extracts therefrom; and that upon any termination of Executive's employment by the Company, Executive will immediately surrender to the Company, without request, all Confidential Information, whether in original or duplicated or copied form or extracts therefrom.