Common use of Confidentiality Inventions Clause in Contracts

Confidentiality Inventions. (a) Employee shall fully and promptly disclose to the Company all inventions, discoveries, software and writings that Employee may make, conceive, discover, develop or reduce to practice either solely or jointly with others during Employee's employment with the Company, whether or not during usual working hours. Employee agrees that all such inventions, discoveries, software and writing shall be and remain the sole and exclusive property of the Company, and Employee hereby agrees to assign, and hereby assigns all of Employee's right, title and interest in and to any such inventions, discoveries, software and writings to the Company. Employee agrees to keep complete records of such inventions, discoveries, software and writings, which records shall be and remain the sole property of the Company, and to execute and deliver, either during or after Employee's employment with the Company, such documents as the Company shall deem necessary or desirable to obtain such letters patent, utility models, inventor's certificates, copyrights, trademarks or other appropriate legal rights of the United States and foreign countries as the Company may, in its sole discretion, elect, and to vest title thereto in the Company, its successors, assigns, or nominees. (b) Inventions," as used herein, shall include inventions, discoveries, improvements, ideas and conceptions, developments and designs, whether or not patentable, tested, reduced to practice, subject to copyright or other rights or forms of protection, or relating to data processing, communications, computer software systems, programs and procedures. (c) Employee understands that all copyrightable work that Employee may create while employed by the Company is a "work made for hire," and that the Company is the owner of the copyright therein. Employee hereby assigns all right, title and interest to the copyright therein to the Company. (d) Employee has no inventions, improvements, discoveries, software or writings useful to the Company or its subsidiaries or affiliates in the normal course of business, which were conceived, made or written prior to the date of this Agreement. (e) Employee will not publish or otherwise disclose, either during or after Employee's employment with the Company, any unpublished or proprietary or confidential information or secret relating to the Company, the Business, the Company's operations or the Company's products or services. Employee will not publish or otherwise disclose proprietary or confidential information of others to which Employee has had access or obtained knowledge in the course of Employee's employment with the Company. Upon termination of Employee's employment with the Company, Employee will not, without the prior written consent of the Company, retain or take with Employee any drawing, writing or other record in any form or nature which relates to any of the foregoing. (f) Employee understands that Employee's employment with the Company creates a relationship of trust and confidence between Employee and the Company. Employee understands that Employee may encounter information in the performance of Employee's duties that is confidential to the Company or its customers. Employee agrees to maintain in confidence all information pertaining to the Business or the Company to which Employee has access including, but not limited to, information relating to the Company's products, inventions, trade secrets, know how, systems, formulas, processes, compositions, customer information and lists, research projects, data processing and computer software techniques, programs and systems, costs, sales volume or strategy, pricing, profitability, plans, marketing strategy, expansion or acquisition or divestiture plans or strategy and information of similar nature received from others with whom the Company does business. Employee agrees not to use, communicate or disclose or authorize any other person to use, communicate or disclose such information orally, in writing, or by publication, either during employee's employment with the Company or thereafter except as expressly authorized in writing by the Company unless and until such information becomes generally known in the relevant trade to which it relates without fault on employee's part, or as required by law.

Confidentiality Inventions. (a) Employee shall fully x. Xxxxxxxx recognizes that the services to be performed by him are special, unique and promptly disclose extraordinary in that, by reason of his employment under this Agreement, he may acquire or has acquired confidential information and trade secrets concerning the operation of the Company, its predecessors, and/or its affiliates, the use or disclosure of which could cause the Company, or its affiliates substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, Xxxxxxxx covenants and agrees with the Company that he will not, directly or indirectly, at any time during the term of this Agreement or thereafter, except in the performance of his obligations to the Company or with the prior written consent of the Board of Directors or as otherwise required by court order, subpoena or other government process, directly or indirectly, disclose any secret or confidential information that he may learn or has learned by reason of his association with the Company. If Xxxxxxxx shall be required to make such disclosure pursuant to court order, subpoena or other government process, he shall notify the Company of the same, by personal delivery or electronic means, confirmed by mail, within twenty-four (24) hours of learning of such court order, subpoena or other government process and, at the Company's expense, shall (i) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or government process, and (ii) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. The term "confidential information" includes, without limitation, information not in the public domain and not previously disclosed to the public or to the trade by the Company's management with respect to the Company's or its affiliates' facilities and methods, studies, surveys, analyses, sketches, drawings, notes, records, software, computer-stored or disk-stored information, processes, techniques, research data, marketing and sales information, personnel data, trade secrets and other intellectual property, designs, design concepts, manuals, confidential reports, supplier names and pricing, customer names and prices paid, financial information or business plans. x. Xxxxxxxx confirms that all confidential information is and shall remain the exclusive property of the Company. All memoranda, notes, reports, software, sketches, photographs, drawings, plans, business records, papers or other documents or computer-stored or disk-stored information kept or made by Xxxxxxxx relating to the business of the Company shall be and will remain the sole and exclusive property of the Company and shall be promptly delivered and returned to the Company immediately upon the termination of his employment with the Company. x. Xxxxxxxx shall make full and prompt disclosure to the Company of all inventions, improvements, ideas, concepts, discoveries, methods, developments, software and writings that Employee may makeworks of authorship, conceivewhether or not copyrightable, discovertrademarkable or licensable, develop which are created, made, conceived or reduce reduced to practice either solely or jointly with others by Xxxxxxxx during Employee's employment his services with the Company, whether or not during usual normal working hourshours or on the premises of the Company but exclusive of wedding dress designs as contemplated by paragraph 2 (all of which are collectively referred to in this Agreement as "Developments"). Employee agrees that all such inventions, discoveries, software and writing All Developments shall be and remain the sole and exclusive property of the Company, and Employee hereby agrees to assign, and hereby assigns all of Employee's right, title and interest in and to any such inventions, discoveries, software and writings to the Company. Employee agrees to keep complete records of such inventions, discoveries, software and writings, which records shall be and remain the sole property of the Company, and Xxxxxxxx hereby assigns to execute and deliver, either during or after Employee's employment with the Company, such documents as without further compensation, all of his rights, title and interests in and to the Company shall deem necessary or desirable to obtain such letters patentDevelopments and any and all related patents, utility models, inventor's certificatespatent applications, copyrights, copyright applications, trademarks or other appropriate legal rights of and tradenames in the United States and foreign countries as elsewhere. x. Xxxxxxxx shall assist the Company mayin obtaining, maintaining and enforcing patent, copyright and other forms of legal protection for intellectual property in its sole discretion, elect, and to vest title thereto in any country. Upon the request of the Company, its successorsXxxxxxxx shall sign all applications, assignsassignments, instruments and papers and perform all acts necessary or nominees. (b) Inventions," as used herein, shall include inventions, discoveries, improvements, ideas and conceptions, developments and designs, whether or not patentable, tested, reduced to practice, subject to copyright or other rights or forms of protection, or relating to data processing, communications, computer software systems, programs and procedures. (c) Employee understands that all copyrightable work that Employee may create while employed desired by the Company is a "work made for hire," in order to protect its rights and that the Company is the owner of the copyright therein. Employee hereby assigns all right, title and interest to the copyright therein to the Companyinterests in any Developments. (d) Employee has no inventions, improvements, discoveries, software or writings useful x. Xxxxxxxx agrees that any breach of this paragraph 8 will cause irreparable damage to the Company or its subsidiaries or affiliates and that, in the normal course event of businesssuch breach, the Company will have, in addition to any and all remedies of law, including rights which were conceivedthe Company may have to damages, made the right to equitable relief including, as appropriate, all injunctive relief or written prior to specific performance or other equitable relief. Xxxxxxxx understands and agrees that the date rights and obligations set forth in paragraph 8 shall survive the termination or expiration of this Agreement. (e) Employee will not publish or otherwise disclose, either during or after Employee's employment with the Company, any unpublished or proprietary or confidential information or secret relating to the Company, the Business, the Company's operations or the Company's products or services. Employee will not publish or otherwise disclose proprietary or confidential information of others to which Employee has had access or obtained knowledge in the course of Employee's employment with the Company. Upon termination of Employee's employment with the Company, Employee will not, without the prior written consent of the Company, retain or take with Employee any drawing, writing or other record in any form or nature which relates to any of the foregoing. (f) Employee understands that Employee's employment with the Company creates a relationship of trust and confidence between Employee and the Company. Employee understands that Employee may encounter information in the performance of Employee's duties that is confidential to the Company or its customers. Employee agrees to maintain in confidence all information pertaining to the Business or the Company to which Employee has access including, but not limited to, information relating to the Company's products, inventions, trade secrets, know how, systems, formulas, processes, compositions, customer information and lists, research projects, data processing and computer software techniques, programs and systems, costs, sales volume or strategy, pricing, profitability, plans, marketing strategy, expansion or acquisition or divestiture plans or strategy and information of similar nature received from others with whom the Company does business. Employee agrees not to use, communicate or disclose or authorize any other person to use, communicate or disclose such information orally, in writing, or by publication, either during employee's employment with the Company or thereafter except as expressly authorized in writing by the Company unless and until such information becomes generally known in the relevant trade to which it relates without fault on employee's part, or as required by law.

Confidentiality Inventions. (a) Employee shall fully x. Xxxxxx recognizes that the services to be performed by him are special, unique and promptly disclose extraordinary in that, by reason of his employment under this Agreement, he may acquire or has acquired confidential information and trade secrets concerning the operation of the Company, its predecessors, and/or its affiliates, the use or disclosure of which could cause the Company, or its affiliates substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, Xxxxxx covenants and agrees with the Company that he will not, directly or indirectly, at any time during the term of this Agreement or thereafter, except in the performance of his obligations to the Company or with the prior written consent of the Board of Directors or as otherwise required by court order, subpoena or other government process, directly or indirectly, disclose any secret or confidential information that he may learn or has learned by reason of his association with the Company. If Xxxxxx shall be required to make such disclosure pursuant to court order, subpoena or other government process, he shall notify the Company of the same, by personal delivery or electronic means, confirmed by mail, within twenty-four (24) hours of learning of such court order, subpoena or other government process and, at the Company's expense, shall (i) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or government process, and (ii) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. The term "confidential information" includes, without limitation, information not in the public domain and not previously disclosed to the public or to the trade by the Company's management with respect to the Company's or its affiliates' facilities and methods, studies, surveys, analyses, sketches, drawings, notes, records, software, computer-stored or disk-stored information, processes, techniques, research data, marketing and sales information, personnel data, trade secrets and other intellectual property, designs, design concepts, manuals, confidential reports, supplier names and pricing, customer names and prices paid, financial information or business plans. x. Xxxxxx confirms that all confidential information is and shall remain the exclusive property of the Company. All memoranda, notes, reports, software, sketches, photographs, drawings, plans, business records, papers or other documents or computer-stored or disk-stored information kept or made by Xxxxxx relating to the business of the Company shall be and will remain the sole and exclusive property of the Company and shall be promptly delivered and returned to the Company immediately upon the termination of his employment with the Company. x. Xxxxxx shall make full and prompt disclosure to the Company of all inventions, improvements, ideas, concepts, discoveries, methods, developments, software and writings that Employee may makeworks of authorship, conceivewhether or not copyrightable, discovertrademarkable or licensable, develop which are created, made, conceived or reduce reduced to practice either solely or jointly with others by Xxxxxx for the Company during Employee's employment his services with the Company, whether or not during usual normal working hourshours or on the premises of the Company (all of which are collectively referred to in this Agreement as "Developments"). Employee agrees that all such inventions, discoveries, software and writing All Developments shall be and remain the sole and exclusive property of the Company, and Employee hereby agrees to assign, and hereby assigns all of Employee's right, title and interest in and to any such inventions, discoveries, software and writings to the Company. Employee agrees to keep complete records of such inventions, discoveries, software and writings, which records shall be and remain the sole property of the Company, and Xxxxxx hereby assigns to execute and deliver, either during or after Employee's employment with the Company, such documents as without further compensation, all of his rights, title and interests in and to the Company shall deem necessary or desirable to obtain such letters patentDevelopments and any and all related patents, utility models, inventor's certificatespatent applications, copyrights, copyright applications, trademarks or other appropriate legal rights of and tradenames in the United States and foreign countries as elsewhere. x. Xxxxxx shall assist the Company mayin obtaining, maintaining and enforcing patent, copyright and other forms of legal protection for intellectual property in its sole discretion, elect, and to vest title thereto in any country. Upon the request of the Company, its successorsXxxxxx shall sign all applications, assignsassignments, instruments and papers and perform all acts necessary or nominees. (b) Inventions," as used herein, shall include inventions, discoveries, improvements, ideas and conceptions, developments and designs, whether or not patentable, tested, reduced to practice, subject to copyright or other rights or forms of protection, or relating to data processing, communications, computer software systems, programs and procedures. (c) Employee understands that all copyrightable work that Employee may create while employed desired by the Company is a "work made for hire," in order to protect its rights and that the Company is the owner of the copyright therein. Employee hereby assigns all right, title and interest to the copyright therein to the Companyinterests in any Developments. (d) Employee has no inventions, improvements, discoveries, software or writings useful x. Xxxxxx agrees that any breach of this paragraph 8 will cause irreparable damage to the Company or its subsidiaries or affiliates and that, in the normal course event of businesssuch breach, the Company will have, in addition to any and all remedies of law, including rights which were conceivedthe Company may have to damages, made the right to equitable relief including, as appropriate, all injunctive relief or written prior to specific performance or other equitable relief. Xxxxxx understands and agrees that the date rights and obligations set forth in paragraph 8 shall survive the termination or expiration of this Agreement. (e) Employee will not publish or otherwise disclose, either during or after Employee's employment with the Company, any unpublished or proprietary or confidential information or secret relating to the Company, the Business, the Company's operations or the Company's products or services. Employee will not publish or otherwise disclose proprietary or confidential information of others to which Employee has had access or obtained knowledge in the course of Employee's employment with the Company. Upon termination of Employee's employment with the Company, Employee will not, without the prior written consent of the Company, retain or take with Employee any drawing, writing or other record in any form or nature which relates to any of the foregoing. (f) Employee understands that Employee's employment with the Company creates a relationship of trust and confidence between Employee and the Company. Employee understands that Employee may encounter information in the performance of Employee's duties that is confidential to the Company or its customers. Employee agrees to maintain in confidence all information pertaining to the Business or the Company to which Employee has access including, but not limited to, information relating to the Company's products, inventions, trade secrets, know how, systems, formulas, processes, compositions, customer information and lists, research projects, data processing and computer software techniques, programs and systems, costs, sales volume or strategy, pricing, profitability, plans, marketing strategy, expansion or acquisition or divestiture plans or strategy and information of similar nature received from others with whom the Company does business. Employee agrees not to use, communicate or disclose or authorize any other person to use, communicate or disclose such information orally, in writing, or by publication, either during employee's employment with the Company or thereafter except as expressly authorized in writing by the Company unless and until such information becomes generally known in the relevant trade to which it relates without fault on employee's part, or as required by law.

Confidentiality Inventions. (a) Employee shall fully a. Payner recognizes that the services to be performed by xxx xxx xxxxxal, unique and promptly disclose extraordinary in that, by reason of her employment under this Agreement, she may acquire or has acquired confidential information and trade secrets concerning the operation of the Company, its predecessors, and/or its affiliates, the use or disclosure of which could cause the Company, or its affiliates substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, Payner covenants and agrees with the Company that she will not, directly or indirectly, at any time during the term of this Agreement or thereafter, except in the performance of her obligations to the Company or with the prior written consent of the Board of Directors or as otherwise required by court order, subpoena or other government process, directly or indirectly, disclose any secret or confidential information that she may learn or has learned by reason of her association with the Company. If Payner shall be required to make such disclosure pursuant to court order, subpoena or other government process, she shall notify the Company of the same, by personal delivery or electronic means, confirmed by mail, within 24 hours of learning of such court order, subpoena or other government process and, at the Company's expense, shall (i) take all inventionsreasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or government process, and (ii) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. The term "confidential information" includes, without limitation, information not in the public domain and not previously disclosed to the public or to the trade by the Company's management with respect to the Company's or its affiliates' facilities and methods, studies, surveys, analyses, sketches, drawings, notes, records, software, computer-stored or disk-stored information, processes, techniques, research data, marketing and sales information, personnel data, trade secrets and other intellectual property, designs, design concepts, manuals, confidential reports, supplier names and pricing, customer names and prices paid, financial information or business plans. b. Payner confirms that all confidential information is and xxxxx xxxxxx xhe exclusive property of the Company. All memoranda, notes, reports, software, sketches, photographs, drawings, plans, business records, papers or other documents or computer-stored or disk-stored information kept or made by Payner relating to the business of the Company shall be and will remain the sole and exclusive property of the Company and shall be promptly delivered and returned to the Company immediately upon the termination of her employment with the Company. c. Payner shall make full and prompt disclosure to the Comxxxx xx xxx xxxentions, improvements, ideas, concepts, discoveries, methods, developments, software and writings that Employee may makeworks of authorship, conceivewhether or not copyrightable, discovertrademarkable or licensable, develop which are created, made, conceived or reduce reduced to practice either solely or jointly with others by Payner for the Company during Employee's employment her services with the Company, whether or not during usual normal working hourshours or on the premises of the Company (all of which are collectively referred to in this Agreement as "Developments"). Employee agrees that all such inventions, discoveries, software and writing All Developments shall be and remain the sole and exclusive property of the Company, and Employee hereby agrees to assign, and hereby assigns all of Employee's right, title and interest in and to any such inventions, discoveries, software and writings to the Company. Employee agrees to keep complete records of such inventions, discoveries, software and writings, which records shall be and remain the sole property of the Company, and Payner hereby assigns to execute and deliver, either during or after Employee's employment with the Company, such documents as without further compensation, all of her rights, title and interests in and to the Company shall deem necessary or desirable to obtain such letters patentDevelopments and any and all related patents, utility models, inventor's certificatespatent applications, copyrights, copyright applications, trademarks or other appropriate legal rights of and tradenames in the United States and foreign countries as elsewhere. d. Payner shall assist the Company mayin obtaining, maixxxxxxxx xxx xxforcing patent, copyright and other forms of legal protection for intellectual property in its sole discretion, elect, and to vest title thereto in any country. Upon the request of the Company, its successorsPayner shall sign all applications, assignsassignments, instruments and papers and perform all acts necessary or nominees. (b) Inventions," as used herein, shall include inventions, discoveries, improvements, ideas and conceptions, developments and designs, whether or not patentable, tested, reduced to practice, subject to copyright or other rights or forms of protection, or relating to data processing, communications, computer software systems, programs and procedures. (c) Employee understands that all copyrightable work that Employee may create while employed desired by the Company is a "work made for hire," in order to protect its rights and that the Company is the owner of the copyright therein. Employee hereby assigns all right, title and interest to the copyright therein to the Companyinterests in any Developments. (d) Employee has no inventions, improvements, discoveries, software or writings useful e. Payner agrees that any breach of this paragraph 9 wilx xxxxx xxxxxxrable damage to the Company or its subsidiaries or affiliates and that, in the normal course event of businesssuch breach, the Company will have, in addition to any and all remedies of law, including rights which were conceivedthe Company may have to damages, made the right to equitable relief including, as appropriate, all injunctive relief or written prior to specific performance or other equitable relief. Payner understands and agrees that the date rights and obligations set forth in paragraph 9 shall survive the termination or expiration of this Agreement. (e) Employee will not publish or otherwise disclose, either during or after Employee's employment with the Company, any unpublished or proprietary or confidential information or secret relating to the Company, the Business, the Company's operations or the Company's products or services. Employee will not publish or otherwise disclose proprietary or confidential information of others to which Employee has had access or obtained knowledge in the course of Employee's employment with the Company. Upon termination of Employee's employment with the Company, Employee will not, without the prior written consent of the Company, retain or take with Employee any drawing, writing or other record in any form or nature which relates to any of the foregoing. (f) Employee understands that Employee's employment with the Company creates a relationship of trust and confidence between Employee and the Company. Employee understands that Employee may encounter information in the performance of Employee's duties that is confidential to the Company or its customers. Employee agrees to maintain in confidence all information pertaining to the Business or the Company to which Employee has access including, but not limited to, information relating to the Company's products, inventions, trade secrets, know how, systems, formulas, processes, compositions, customer information and lists, research projects, data processing and computer software techniques, programs and systems, costs, sales volume or strategy, pricing, profitability, plans, marketing strategy, expansion or acquisition or divestiture plans or strategy and information of similar nature received from others with whom the Company does business. Employee agrees not to use, communicate or disclose or authorize any other person to use, communicate or disclose such information orally, in writing, or by publication, either during employee's employment with the Company or thereafter except as expressly authorized in writing by the Company unless and until such information becomes generally known in the relevant trade to which it relates without fault on employee's part, or as required by law.

Confidentiality Inventions. (a) Employee shall fully and promptly disclose to the Company all inventions, discoveries, software and writings that Employee may make, conceive, discover, develop or reduce to practice either solely or jointly with others during Employee's employment with the Company, whether or not during usual working hours. Employee agrees that all such inventions, discoveries, software and writing shall be and remain the sole and exclusive property of the Company, and Employee hereby agrees to assign, and hereby assigns all of Employee's right, title and interest in and to any such inventions, discoveries, software and writings to the Company. Employee agrees to keep complete records of such inventions, discoveries, software and writings, which records shall be and remain the sole property of the Company, and to execute and deliver, either during or after Employee's employment with the Company, such documents as the Company shall deem necessary or desirable to obtain such letters patent, utility models, inventor's certificates, copyrights, trademarks or other appropriate legal rights of the United States and foreign countries as the Company may, in its sole discretion, elect, and to vest title thereto in the Company, its successors, assigns, or nominees. The Company does permit Employee to use for non-Company purposes the reporting, analytic and planning models and tools that Employee has created while employed by the Company provided that, in so doing, Employee does not disclose any confidential information as defined under Section 7 (e) and (f) and does not violate any non-competition requirements in Section 4. (b) Inventions," as used herein, shall include inventions, discoveries, improvements, ideas and conceptions, developments and designs, whether or not patentable, tested, reduced to practice, subject to copyright or other rights or forms of protection, or relating to data processing, communications, computer software systems, programs and procedures. (c) Employee understands that all copyrightable work that Employee may create while employed by the Company is a "work made for hire," and that the Company is the owner of the copyright therein. Employee hereby assigns all right, title and interest to the copyright therein to the Company. (d) Employee has no inventionsThe three immediately preceding paragraphs do not apply to inventions in which a Company claim or any rights will create a violation of Chapter 47 Minnesota Revised Statutes, improvementsSection 1-181.78, discoveries, software or writings useful to reproduced below and constituting the Company or written notification of its subsidiaries or affiliates in the normal course of business, which were conceived, made or written prior to the date of this AgreementSubdivision 3. (e) Employee will not publish Subdivision 1. Any provision in an employment agreement which provides that an employee shall assign or otherwise disclose, either during or after Employee's employment with the Company, any unpublished or proprietary or confidential information or secret relating offer to the Company, the Business, the Company's operations or the Company's products or services. Employee will not publish or otherwise disclose proprietary or confidential information of others to which Employee has had access or obtained knowledge in the course of Employee's employment with the Company. Upon termination of Employee's employment with the Company, Employee will not, without the prior written consent of the Company, retain or take with Employee any drawing, writing or other record in any form or nature which relates to assign any of the foregoingemployee's rights in an invention to the employer shall not apply to an invention for which no equipment, supplies, facility or trade secret information of the employer was used and which was developed entirely on the employee's own time, and (1) which does not relate (a) directly to the business of the employer or (b) to the employer's actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the public policy of this state and is to that extent void and unenforceable. (f) Employee understands that Employee's Subdivision 2. No employer shall require a provision made void and unenforceable by subdivision 1 as a condition of employment with the Company creates a relationship of trust and confidence between Employee and the Company. Employee understands that Employee may encounter information in the performance of Employee's duties that is confidential to the Company or its customers. Employee agrees to maintain in confidence all information pertaining to the Business or the Company to which Employee has access including, but not limited to, information relating to the Company's products, inventions, trade secrets, know how, systems, formulas, processes, compositions, customer information and lists, research projects, data processing and computer software techniques, programs and systems, costs, sales volume or strategy, pricing, profitability, plans, marketing strategy, expansion or acquisition or divestiture plans or strategy and information of similar nature received from others with whom the Company does business. Employee agrees not to use, communicate or disclose or authorize any other person to use, communicate or disclose such information orally, in writing, or by publication, either during employee's employment with the Company or thereafter except as expressly authorized in writing by the Company unless and until such information becomes generally known in the relevant trade to which it relates without fault on employee's part, or as required by lawcontinuing employment.

Confidentiality Inventions. (a) Employee shall fully a. Payner recognizes that the services to be performed by her are sxxxxxx, xnique and promptly disclose extraordinary in that, by reason of her employment under this Agreement, she may acquire or has acquired confidential information and trade secrets concerning the operation of the Company, its predecessors, and/or its affiliates, the use or disclosure of which could cause the Company, or its affiliates substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, Payner covenants and agrees with the Company that she will not, directly or indirectly, at any time during the term of this Agreement or thereafter, except in the performance of her obligations to the Company or with the prior written consent of the Board of Directors or as otherwise required by court order, subpoena or other government process, directly or indirectly, disclose any secret or confidential information that she may learn or has learned by reason of her association with the Company. If Payner shall be required to make such disclosure pursuant to court order, subpoena or other government process, she shall notify the Company of the same, by personal delivery or electronic means, confirmed by mail, within 24 hours of learning of such court order, subpoena or other government process and, at the Company's expense, shall (i) take all inventionsreasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or government process, and (ii) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. The term "confidential information" includes, without limitation, information not in the public domain and not previously disclosed to the public or to the trade by the Company's management with respect to the Company's or its affiliates' facilities and methods, studies, surveys, analyses, sketches, drawings, notes, records, software, computer-stored or disk-stored information, processes, techniques, research data, marketing and sales information, personnel data, trade secrets and other intellectual property, designs, design concepts, manuals, confidential reports, supplier names and pricing, customer names and prices paid, financial information or business plans. b. Payner confirms that all confidential information is and shall rxxxxx xxx exclusive property of the Company. All memoranda, notes, reports, software, sketches, photographs, drawings, plans, business records, papers or other documents or computer-stored or disk-stored information kept or made by Payner relating to the business of the Company shall be and will remain the sole and exclusive property of the Company and shall be promptly delivered and returned to the Company immediately upon the termination of her employment with the Company. c. Payner shall make full and prompt disclosure to the Company of axx xxxxxxions, improvements, ideas, concepts, discoveries, methods, developments, software and writings that Employee may makeworks of authorship, conceivewhether or not copyrightable, discovertrademarkable or licensable, develop which are created, made, conceived or reduce reduced to practice either solely or jointly with others by Payner for the Company during Employee's employment her services with the Company, whether or not during usual normal working hourshours or on the premises of the Company (all of which are collectively referred to in this Agreement as "Developments"). Employee agrees that all such inventions, discoveries, software and writing All Developments shall be and remain the sole and exclusive property of the Company, and Employee hereby agrees to assign, and hereby assigns all of Employee's right, title and interest in and to any such inventions, discoveries, software and writings to the Company. Employee agrees to keep complete records of such inventions, discoveries, software and writings, which records shall be and remain the sole property of the Company, and Payner hereby assigns to execute and deliver, either during or after Employee's employment with the Company, such documents as without further compensation, all of her rights, title and interests in and to the Company shall deem necessary or desirable to obtain such letters patentDevelopments and any and all related patents, utility models, inventor's certificatespatent applications, copyrights, copyright applications, trademarks or other appropriate legal rights of and tradenames in the United States and foreign countries as elsewhere. d. Payner shall assist the Company mayin obtaining, maintaining and enxxxxxxx xatent, copyright and other forms of legal protection for intellectual property in its sole discretion, elect, and to vest title thereto in any country. Upon the request of the Company, its successorsPayner shall sign all applications, assignsassignments, instruments and papers and perform all acts necessary or nominees. (b) Inventions," as used herein, shall include inventions, discoveries, improvements, ideas and conceptions, developments and designs, whether or not patentable, tested, reduced to practice, subject to copyright or other rights or forms of protection, or relating to data processing, communications, computer software systems, programs and procedures. (c) Employee understands that all copyrightable work that Employee may create while employed desired by the Company is a "work made for hire," in order to protect its rights and that the Company is the owner of the copyright therein. Employee hereby assigns all right, title and interest to the copyright therein to the Companyinterests in any Developments. (d) Employee has no inventions, improvements, discoveries, software or writings useful e. Payner agrees that any breach of this paragraph 9 will cause irrxxxxxxxx damage to the Company or its subsidiaries or affiliates and that, in the normal course event of businesssuch breach, the Company will have, in addition to any and all remedies of law, including rights which were conceivedthe Company may have to damages, made the right to equitable relief including, as appropriate, all injunctive relief or written prior to specific performance or other equitable relief. Payner understands and agrees that the date rights and obligations set forth in paragraph 9 shall survive the termination or expiration of this Agreement. (e) Employee will not publish or otherwise disclose, either during or after Employee's employment with the Company, any unpublished or proprietary or confidential information or secret relating to the Company, the Business, the Company's operations or the Company's products or services. Employee will not publish or otherwise disclose proprietary or confidential information of others to which Employee has had access or obtained knowledge in the course of Employee's employment with the Company. Upon termination of Employee's employment with the Company, Employee will not, without the prior written consent of the Company, retain or take with Employee any drawing, writing or other record in any form or nature which relates to any of the foregoing. (f) Employee understands that Employee's employment with the Company creates a relationship of trust and confidence between Employee and the Company. Employee understands that Employee may encounter information in the performance of Employee's duties that is confidential to the Company or its customers. Employee agrees to maintain in confidence all information pertaining to the Business or the Company to which Employee has access including, but not limited to, information relating to the Company's products, inventions, trade secrets, know how, systems, formulas, processes, compositions, customer information and lists, research projects, data processing and computer software techniques, programs and systems, costs, sales volume or strategy, pricing, profitability, plans, marketing strategy, expansion or acquisition or divestiture plans or strategy and information of similar nature received from others with whom the Company does business. Employee agrees not to use, communicate or disclose or authorize any other person to use, communicate or disclose such information orally, in writing, or by publication, either during employee's employment with the Company or thereafter except as expressly authorized in writing by the Company unless and until such information becomes generally known in the relevant trade to which it relates without fault on employee's part, or as required by law.

Confidentiality Inventions. (a) Employee Beginning on the date hereof and at any time hereafter, the Consultant shall fully and promptly disclose treat as confidential any proprietary, confidential or secret information relating to the Company all inventions, discoveries, software and writings that Employee may make, conceive, discover, develop business or reduce to practice either solely or jointly with others during Employee's employment with the Company, whether or not during usual working hours. Employee agrees that all such inventions, discoveries, software and writing shall be and remain the sole and exclusive property interests of the Company, and Employee hereby agrees to assignincluding, and hereby assigns all of Employee's rightwithout limitation, title and interest in and to any such its organizational structure, operations, business plans, technical secrets, projects, research data or result, inventions, discoveriestrade secrets, software and writings to the Company. Employee agrees to keep complete records of such projects, research data or results, inventions, discoveriestrade secrets, software and writings, which records shall be and remain the sole property of the Company, and to execute and deliver, either during customer lists or after Employee's employment with the Company, such documents as other work product developed by or for the Company shall deem necessary or desirable to obtain such letters patent, utility models, inventor's certificates, copyrights, trademarks or other appropriate legal rights whether on the premises of the United States and foreign countries as the Company may, in its sole discretion, elect, and to vest title thereto in the Company, its successors, assigns, or nominees. (b) Inventions," as used herein, shall include inventions, discoveries, improvements, ideas and conceptions, developments and designs, whether or not patentable, tested, reduced to practice, subject to copyright or other rights or forms of protection, or relating to data processing, communications, computer software systems, programs and procedures. (c) Employee understands that all copyrightable work that Employee may create while employed by the Company is a "work made for hire," and that the Company is the owner of the copyright therein. Employee hereby assigns all right, title and interest to the copyright therein to the Company. (d) Employee has no inventions, improvements, discoveries, software or writings useful to the Company or its subsidiaries or affiliates in the normal course of business, which were conceived, made or written prior to elsewhere ("Confidential Information"). Beginning on the date of this Agreement. (e) Employee will not publish or otherwise disclose, either during or after Employee's employment with the Company, hereof and at any unpublished or proprietary or confidential information or secret relating to the Companytime hereafter, the Business, Consultant shall not disclose in any manner or in any forum or make use of in any way or manner any Confidential Information other than in performing the Company's operations services required of him under this Agreement or the Company's products or services. Employee will not publish or otherwise disclose proprietary or confidential information of others to which Employee has had access or obtained knowledge in the course of Employee's employment with the Company. Upon termination of Employee's employment with the Company, Employee will notas required by law, without the prior written consent of the Company, retain or take with Employee any drawing, writing or other record in any form or nature which relates . The provisions of this Subparagraph (a) shall not apply to any Confidential Information which is (i) publicly known under circumstances involving no breach of this Agreement or (ii) lawfully and in good faith made available to the foregoingConsultant by a third party without restrictions as to disclosure. (fb) Employee understands that Employee's employment with Any and all inventions and discoveries, whether or not patentable, which the Company creates Consultant conceives or makes during the term of this Agreement and any extensions thereof, and which are a relationship direct result of trust work performed hereunder, shall be the sole and confidence between Employee and exclusive property of the Company. Employee understands that Employee may encounter information in the performance The Consultant shall promptly execute any and all applications, assignments or other instruments which an officer of Employee's duties that is confidential to the Company or its customers. Employee agrees Board of Directors shall deem necessary or useful in order to maintain apply for and obtain Letters Patent in confidence the United States and all information pertaining foreign countries for said inventions and discoveries and in order to assign and convey to the Business or Company the Company sole and exclusive right, title and interest in and to which Employee has access including, but not limited to, information relating to the Company's products, said inventions, trade secretsdiscoveries, know howpatent applications and patents thereon. The Company will bear the cost of preparation of all such patent applications and assignments, systems, formulas, processes, compositions, customer information and lists, research projects, data processing and computer software techniques, programs and systems, costs, sales volume or strategy, pricing, profitability, plans, marketing strategy, expansion or acquisition or divestiture plans or strategy and information the cost of similar nature received from others with whom the Company does business. Employee agrees not to use, communicate or disclose or authorize any other person to use, communicate or disclose prosecution of all such information orally, in writing, or by publication, either during employee's employment with the Company or thereafter except as expressly authorized in writing by the Company unless and until such information becomes generally known patent applications in the relevant trade to which it relates without fault on employee's part, or as required by lawUnited States Patent Office and in the patent offices of foreign countries.