Common use of Confidentiality of Trade Secrets and Other Materials Clause in Contracts

Confidentiality of Trade Secrets and Other Materials. 6.1 Executive acknowledges that in his employment hereunder, he will be making use of, acquiring and adding to the Company's trade secrets and its confidential and proprietary information of a special and unique nature and value relating to such matters as, but not limited to, the Company's business operations, manufacturing processes, manufacturing techniques, manufacturing methods, manufacturing technology, internal structure, financial affairs, programs, software, systems, procedures, manuals, confidential reports, lists of clients and prospective clients and sales and marketing methods, as well as the amount, nature and type of services, equipment and methods used and preferred by the Company's clients and the fees paid by such clients, all of which shall be deemed to be confidential information. Executive acknowledges that such confidential information has been and will continue to be of central importance to the business of the Company and that disclosure of it to or its use by others could cause substantial loss to the Company. In consideration of employment by the Company, Executive agrees that during the term of this Agreement and any renewal or extension of his employment by the Company and upon and after leaving the employ of the Company for any reason whatsoever, Executive shall not, for any purpose whatsoever, directly or indirectly, divulge or disclose to any person or entity any of such confidential information which was obtained by the Executive as a result of Executive's employment with the Company or any trade secrets of the Company, but shall hold all of the same confidential and inviolate. 6.2 All contracts, agreements, financial books, records, instruments and documents; client lists; memoranda; data; reports; programs; software; tapes; rolodexes; telephone and address books; letters; research; card decks; listings; programming; and any other instruments, records or documents relating or pertaining to clients serviced by the Company or the Executive, the services rendered by the Executive, or the business of the Company (collectively, the "Records") shall at all times be and remain the property of the Company. Upon termination of this Agreement and the Executive's employment under this Agreement for any reason whatsoever, Executive shall return to the Company all Records (whether furnished by the Company or prepared by the Executive), and Executive shall neither make nor retain any copies of any of such Records after such termination. 6.3 All inventions and other creations, whether or not patentable or copyrightable, made or conceived in whole or in part by Executive while employed by the Company and within eighteen months thereafter, which relate directly to the business, existing or proposed, of the Company or any other business or research or development effort in which the Company or any of its subsidiaries or affiliates engages during Executive's employment by the Company will be disclosed promptly by Executive to the Company and shall be the sole and exclusive property of the Company. All copyrightable works created by Executive and covered by this Section 6.3 shall be deemed to be works for hire. Executive shall cooperate with the Company in patenting or copyrighting all such inventions and other creative works, shall execute, acknowledge, seal and deliver all documents tendered by the Company to evidence its ownership thereof throughout the world, and shall cooperate with the Company in obtaining, defending, and enforcing its rights therein.