Common use of Confidential Information; Inventions Clause in Contracts

Confidential Information; Inventions. (a) Executive has acquired and will acquire information and knowledge respecting the intimate and confidential affairs of Employer in the various phases of Employer's Business, including, without limitation, confidential information with respect to finances, customer lists, operations, processes, apparatus, equipment, packaging, services, marketing and distribution methods. Accordingly, and provided that a material breach of the terms and conditions of this Agreement by Employer is not continuing, Executive agrees that he shall not, during the period of his employment with Employer or thereafter, use for his own benefit any such confidential information acquired during the term of his employment with Employer (whether or not such employment is or was pursuant to this Agreement). Further, during the period of his employment and thereafter, Executive shall not, without the written consent of the Board of Directors of Employer or a person duly authorized thereby, disclose to any person, other than an employee of Employer or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties hereunder, any confidential information obtained by him while in the employ of Employer (whether or not such employment is or was pursuant to this Agreement). (b) Executive agrees that all memoranda, notes, records, papers or other documents and all copies thereof relating to Employer's Business (some of which may be prepared by him) and all objects associated therewith (such as models and samples) in any way obtained by him shall at all times be and remain the property of Employer. Executive shall not, except for Employer's use, copy or duplicate any of the aforementioned documents or objects, nor remove them from Employer's facilities, nor use any information concerning them except for Employer's benefit, either during his employment or thereafter. Executive agrees that he will deliver the original and all copies of all of the aforementioned documents and objects, if any, that may be in his possession to Employer on termination of his employment, or at any other time on Employer's request. (c) Executive agrees to disclose to Employer and to assign to Employer all of Executive's rights in any designs, discoveries, improvements and ideas, whether or not patentable, including, without limitation, novel or improved products, processes, promotional and advertising materials, business data processing programs and systems, and other marketing and sales techniques, which relate or result from (i) Employer's Business, (ii) Executive's actual or demonstrably anticipated research or development, or (iii) any work performed by Executive for Employer (hereinafter collectively "Inventions"), conceived or reduced to practice at any time during Executive's employment by Employer (whether or not such employment is or was pursuant to this Agreement) either solely or jointly with others and whether or not developed on Executive's own time or with the resources of Employer. Executive agrees that Inventions first reduced to practice within six (6) months after termination of Executive's employment by Employer (whether or not such employment is or was pursuant to this Agreement) shall be presumed to have been conceived during such employment. Further, Executive disclaims and will not assert any rights in Inventions as having been made, conceived or acquired prior to employment by Employer. (d) As used in this Section 5, Employer shall be deemed to include each and every corporation or other entity which is or may become a parent, subsidiary or otherwise an affiliate of Employer during the term hereof, including ABR.

Confidential Information; Inventions. (a) Executive a. In the course of his employment by the Company, Bouckaert has acquired xxxxxxxd and will continue to acquire information and knowledge respecting the intimate proprietary and confidential affairs of Employer in the various phases of Employer's Company and the Business, including, including without limitation, limitation confidential information with respect to financesthe Company's products, customer liststechnology, operationsknow-how, processes, apparatus, equipment, packaging, services, marketing customer lists and distribution methodsmethods ("Confidential Information"). Accordingly, and provided that a material breach of the terms and conditions of this Agreement by Employer is not continuing, Executive Bouckaert agrees that he shall not, xx xxxxx not during the period of his employment with Employer or thereafter, hereunder of thereafter use for his own or any other person's or entity's benefit any such confidential information Confidential Information acquired during the term of his employment with Employer (whether or not such employment is or was pursuant to this Agreement)the Company. Further, during the period of his employment hereunder and thereafter, Executive Bouckaert shall not, without xxxxxxx the written consent of the Board of Directors of Employer the Company or a person duly authorized thereby, disclose to any person, other than an employee of Employer the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive Bouckaert of his duties hereunderdutiex xxxxxxder, any confidential information Confidential Information obtained by him while in the employ of Employer (whether or not such employment is or was pursuant to this Agreement)the Company. (b) Executive b. Bouckaert agrees that all memorandathxx xxx xxxxxanda, notes, records, papers or other documents and all copies thereof relating to Employer's Business (containing Confidential Information, some of which may be prepared by him) , and all objects associated therewith (such as models and samples) in any way obtained by him shall at all times be and remain the property of EmployerCompany's property. Executive Bouckaert shall not, except for Employerxxxxxx xxr the Company's use, copy or duplicate any of the aforementioned documents or objects, nor remove them from Employerthe Company's facilities, nor use any information concerning them except for Employerthe Company's benefit, either during his employment or thereafter. Executive Bouckaert agrees that he will deliver xx xxxx xeliver the original and all copies of all of the aforementioned documents documents, including, but not limited to, computer files and objects, if any, that may be in his possession to Employer the Company on termination of his employment, or at any other time on Employerupon the Company's request. (c) Executive c. Bouckaert agrees xx xxxxxxxx to disclose to Employer Company and to assign to Employer Company all of ExecutiveBouckaert's rights in any designs, discoveries, improvements and ideas, whether or not patentable, including, without limitationlimitation upon the generality of the foregoing, novel or improved products, processes, promotional technology and advertising materials, business data processing programs and systems, and other marketing and sales techniquesknow-how, which either (a) relate or result from to (i) Employer's Business, the Business or (ii) Executivebouckaert's actual or demonstrably anticipated research or development, or (iiib) result from any work performed by Executive Bouckaert for Employer the Cxxxxxx (hereinafter collectively "Inventions"), conceived or reduced to practice at any time during ExecutiveBouckaert's employment by Employer (whether or not such employment is or was pursuant to this Agreement) the Company, either solely or jointly with others and whether or not developed on ExecutiveBouckaert's own time or with the resources of Employerthe Company. Executive Bouckaert agrees that thax Inventions first reduced to practice within six one (61) months year after termination of ExecutiveBouckaert's employment by Employer (whether or not such employment is or was pursuant to this Agreement) Bouckaert shall be presumed prxxxxxx to have been conceived during such employment unless Bouckaert can xxxxxxxsh specific events giving rise to the conception which occurred after such employment. Further, Executive except as otherwise expressly set forth herein, Bouckaert disclaims and will not axx xxxx xot assert any rights in Inventions actually made or as having been made, conceived or acquired prior to employment by Employerthe Company. (d) As used in this Section 5, Employer shall be deemed to include each and every corporation or other entity which is or may become a parent, subsidiary or otherwise an affiliate of Employer during the term hereof, including ABR.

Confidential Information; Inventions. (a) Executive a. In the course of his employment by the Company, Xxxxxxxxx has acquired and will continue to acquire information and knowledge respecting the intimate proprietary and confidential affairs of Employer in the various phases of Employer's Company and the Business, including, including without limitation, limitation confidential information with respect to financesthe Company's products, customer liststechnology, operationsknow-how, processes, apparatus, equipment, packaging, services, marketing customer lists and distribution methodsmethods ("Confidential Information"). Accordingly, and provided that a material breach of the terms and conditions of this Agreement by Employer is not continuing, Executive Xxxxxxxxx agrees that he shall not, not during the period of his employment with Employer or thereafter, hereunder of thereafter use for his own or any other person's or entity's benefit any such confidential information Confidential Information acquired during the term of his employment with Employer (whether or not such employment is or was pursuant to this Agreement)the Company. Further, during the period of his employment hereunder and thereafter, Executive Xxxxxxxxx shall not, without the written consent of the Board of Directors of Employer the Company or a person duly authorized thereby, disclose to any person, other than an employee of Employer the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive Xxxxxxxxx of his duties hereunder, any confidential information Confidential Information obtained by him while in the employ of Employer (whether or not such employment is or was pursuant to this Agreement)the Company. (b) Executive x. Xxxxxxxxx agrees that all memoranda, notes, records, papers or other documents and all copies thereof relating to Employer's Business (containing Confidential Information, some of which may be prepared by him) , and all objects associated therewith (such as models and samples) in any way obtained by him shall at all times be and remain the property of EmployerCompany's property. Executive Xxxxxxxxx shall not, except for Employerthe Company's use, copy or duplicate any of the aforementioned documents or objects, nor remove them from Employerthe Company's facilities, nor use any information concerning them except for Employerthe Company's benefit, either during his employment or thereafter. Executive Xxxxxxxxx agrees that he will deliver the original and all copies of all of the aforementioned documents documents, including, but not limited to, computer files and objects, if any, that may be in his possession to Employer the Company on termination of his employment, or at any other time on Employerupon the Company's request. (c) Executive x. Xxxxxxxxx agrees to disclose to Employer Company and to assign to Employer Company all of ExecutiveBouckaert's rights in any designs, discoveries, improvements and ideas, whether or not patentable, including, without limitationlimitation upon the generality of the foregoing, novel or improved products, processes, promotional technology and advertising materials, business data processing programs and systems, and other marketing and sales techniquesknow-how, which either (a) relate or result from to (i) Employer's Business, the Business or (ii) Executivebouckaert's actual or demonstrably anticipated research or development, or (iiib) result from any work performed by Executive Xxxxxxxxx for Employer the Company (hereinafter collectively "Inventions"), conceived or reduced to practice at any time during ExecutiveBouckaert's employment by Employer (whether or not such employment is or was pursuant to this Agreement) the Company, either solely or jointly with others and whether or not developed on ExecutiveBouckaert's own time or with the resources of Employerthe Company. Executive Xxxxxxxxx agrees that Inventions first reduced to practice within six one (61) months year after termination of ExecutiveBouckaert's employment by Employer (whether or not such employment is or was pursuant to this Agreement) Xxxxxxxxx shall be presumed to have been conceived during such employment unless Xxxxxxxxx can establish specific events giving rise to the conception which occurred after such employment. Further, Executive except as otherwise expressly set forth herein, Xxxxxxxxx disclaims and will not assert any rights in Inventions actually made or as having been made, conceived or acquired prior to employment by Employerthe Company. (d) As used in this Section 5, Employer shall be deemed to include each and every corporation or other entity which is or may become a parent, subsidiary or otherwise an affiliate of Employer during the term hereof, including ABR.