Common use of Inventions and Confidential Information Clause in Contracts

Inventions and Confidential Information. The parties hereto recognize that a major need of the Company is to preserve its specialized knowledge, trade secrets and confidential information. The strength and good will of the Company is derived from the specialized knowledge, trade secrets, and confidential information generated from experience with the activities undertaken by the Company. The unauthorized disclosure of this information and knowledge to competitors would be beneficial to such competitors and detrimental to the Company, as would the disclosure of non-public information about the marketing practices, pricing practices, costs, profit margins, design specifications, development and business plans, analytical techniques and similar items of the Company. The Employee acknowledges that specific proprietary information and non-public data obtained by him while employed by the Company concerning the business or affairs of the Company are the property of the Company. By reason of his being a senior executive of the Company, the Employee has or will have access to, and has obtained or will obtain, trade secrets and confidential information about the Company's operations, which operations extend throughout the United States. Therefore, subject to the provisions of Section 14, the Employee hereby agrees as follows, recognizing that the Company is relying on these agreements in entering into this Agreement: (a) During the Employment Term and for three years following termination of the Employee's employment with the Company for any reason, the Employee will not use, disclose to others, or publish or otherwise make available to any other party (other than in furtherance of his obligations hereunder) any non-public or confidential business information about the business and affairs of the Company, including but not limited to confidential information concerning the Company's products, methods, engineering designs and standards, analytical techniques, technical information, customer information, employee information, inventions and other confidential information acquired by him in the course of his past or future services for the Company during the Employment Term. The Employee agrees to hold as the Company's property all books, papers, letters, formulas, memoranda, notes, plans, records, reports, computer tapes, printouts, software and other documents, and all copies thereof and therefrom, relating to the Company's business and affairs conducted by him as President of the Company, whether made by him or otherwise coming into his possession or control, and on termination of his employment, or upon demand of the Company, at any time after termination of his employment, to deliver the same to the Company. (b) During the Employment Term and for 18 months following termination of the Employee's employment with the Company for any reason, the Employee will not (i) directly or indirectly, including through an entity or agent, induce or otherwise attempt to influence any employee of the Company to leave the Company's employ, (ii) hire, cause to be hired or induce a third party to hire, any such employee (unless the Board shall have authorized such employment and the Company shall have consented thereto in writing) or in any way materially interfere with the relationship between the Company and any employee thereof, or (iii) induce or attempt to induce any customer, supplier, licensee, licensor or other business relation of the Company to cease or otherwise limit doing business with the Company or in any way materially interfere to the detriment of the Company with the relationship between any such customer, supplier, licensee or business relation of the Company.

Inventions and Confidential Information. The parties hereto recognize that a major need of the Company is to preserve its specialized knowledge, trade secrets secrets, and confidential information. The strength and good will of the Company is derived from the specialized knowledge, trade secrets, and confidential information generated from experience with the activities undertaken by the Company. The unauthorized disclosure of this information and knowledge to competitors would be beneficial to such competitors them and detrimental to the Company, as would the disclosure of non-public information about the marketing practices, pricing practices, costs, profit margins, design specifications, development and business plansanalytical techniques, analytical techniques and similar items of the Company. The Employee acknowledges that specific proprietary information and non-public data obtained by him while employed by the Company concerning the business or affairs of the Company are the property of the Company. By reason of his being a senior executive of the Company, the Employee Executive has or will have access to, and has obtained or will obtain, specialized knowledge, trade secrets and confidential information about the Company's operations, which operations extend throughout the United Stateswherever it does business. Therefore, subject to the provisions of Section 14, the Employee Executive hereby agrees as follows, recognizing that the Company is relying on these agreements in entering into this Agreement: (ai) During the Employment Term and for three years following termination after the Period of the Employee's employment with the Company for any reasonEmployment hereunder, the Employee Executive will maintain as confidential and will not use, disclose to others, or publish or otherwise make available to any other party (other than in furtherance of his obligations hereunder) any non-public inventions or any confidential business information about the business and affairs of the Company, or its Affiliates, including but not limited to confidential information concerning the Company's their products, methods, product purchasing arrangements and agreements, product distribution arrangements and agreements, engineering designs, system designs and standards, analytical techniques, technical information, customer information, employee Executive information, inventions and other confidential information acquired by him in the course of his past or future services for the Company during the Employment TermCompany. The Employee Executive agrees to hold as the Company's property all memoranda, books, papers, letters, formulas, memoranda, notes, plans, records, reports, computer tapes, printouts, software formulas and other documentsdata, and all copies thereof and therefrom, in any way relating to the Company's business or its Affiliates' businesses and affairs conducted by him as President of the Companyaffairs, whether made by him or otherwise coming into his possession or controlpossession, and on termination of his employment, or upon on demand of the Company, at any time after termination of his employmenttime, to deliver the same to the CompanyCompany within twelve (12) hours of such termination or demand. (bii) During the Period of Employment Term hereunder and for 18 months one year following termination the last day of the Employee's employment with the Company for any reasonPeriod of Employment, the Employee Executive will not (i) directly or indirectly, including through an entity or agent, induce or otherwise attempt to influence any employee executive of the Company Company, to leave the Company's employ, (ii) hire, cause to be hired or induce a third party to hire, any such employee employment (unless the Board shall have authorized such employment and the Company shall have consented thereto in writing) or in any way materially interfere with the relationship between the Company and any employee thereof, or (iii) induce or attempt to induce any customer, supplier, licensee, licensor or other business relation of the Company to cease or otherwise limit doing business with the Company or in any way materially interfere to the detriment of the Company with the relationship between any such customer, supplier, licensee or business relation of the Company).

Inventions and Confidential Information. The parties hereto recognize that a major need of the Company is to preserve its specialized knowledge, trade secrets secrets, and confidential information. The strength and good will of the Company is derived from the specialized knowledge, trade secrets, and confidential information generated from experience with the activities undertaken by the Company. The unauthorized disclosure of this information and knowledge to competitors would be beneficial to such competitors them and detrimental to the Company, as would the disclosure of non-public information about the marketing practices, pricing practices, costs, profit margins, design specifications, development and business plansanalytical techniques, analytical techniques and similar items of the Company. The Employee acknowledges that specific proprietary information and non-public data obtained by him while employed by the Company concerning the business or affairs of the Company are the property of the Company. By reason of his being a senior executive of the Company, the Employee has or will have access to, and has obtained or will obtain, trade secrets and confidential information about the Company's operations, which operations extend throughout the United States. Therefore, subject to the provisions of Section 1414 hereof, the Employee hereby agrees as follows, recognizing that the Company is relying on these agreements in entering into this Agreement: (a) During the Employment Term and for three years following termination period of the Employee's employment with the Company and for any reason3 years thereafter, the Employee will not use, disclose to others, or publish or otherwise make available to any other party (other than in furtherance of his obligations hereunder) any non-public inventions or any confidential business information about the business and affairs of the Company, including but not limited to confidential information concerning the Company's products, methods, engineering designs and standards, analytical techniques, technical information, customer information, employee information, inventions and other confidential information acquired by him in the course of his past or future services for the Company during the Employment Term. The Employee agrees to hold as the Company's property all books, papers, letters, formulas, memoranda, notes, plans, records, reports, computer tapes, printouts, software and other documents, and all copies thereof and therefrom, relating to the Company's business and affairs conducted by him as President of the CompanyChairman, whether made by him or otherwise coming into his possession or controlpossession, and on termination of his employment, or upon on demand of the Company, at any time after termination of his employment, to deliver the same to the Company; provided, however, the Employee shall be permitted to retain one archival copy for himself, including for use in any proceeding involving his employment with the Company; and provided, further, that no information shall be considered confidential information of the Company or otherwise subject to this Section 6 if such information (a) is known to the Employee prior to the time of disclosure, (b) has become publicly known and made generally available, (c) has been received by the Employee from a third party, (d) is independently developed by the Employee without use of the Company's confidential information or (e) is required to be disclosed by law or court order or otherwise requires disclosure in a legal proceeding. (b) During the Employment Term and for 18 months following termination period of the Employee's employment with the Company and for any reason18 months thereafter, (i) the Employee will not (i) directly or indirectly, including through an another entity or agent, knowingly induce or otherwise attempt to influence any employee of the Company to leave the Company's employ, employ and (ii) hire, the Employee will not knowingly hire or cause to be hired or induce a third party to hire, any such employee (unless the Board shall have authorized such employment and the Company shall have consented thereto in writing) or in any way materially interfere to the detriment of the Company with the relationship between the Company and any employee thereof, or thereof and (iii) the Employee will not induce or attempt to induce any customer, supplier, licensee, licensor or other business relation of the Company to cease or otherwise limit doing business with the Company or in any way materially interfere to the detriment of the Company with the relationship between any such customer, supplier, licensee or business relation of the Company. Such obligation shall not extend to employees of the Company who respond to general inquiries or advertisements (e.g., classified ads or internet job postings) or other persons who approach the Employee independently about a possible business relationship with the Employee or his business or employers without him having affirmatively caused such approach.

Inventions and Confidential Information. The parties hereto recognize that a major need of the Company is to preserve its specialized knowledge, trade secrets secrets, and confidential information. The strength and good will of the Company is derived from the specialized knowledge, trade secrets, and confidential information generated from experience with the activities undertaken by the Company. The unauthorized disclosure of this information and knowledge to competitors would be beneficial to such competitors them and detrimental to the Company, as would the disclosure of non-public information about the marketing practices, pricing practices, costs, profit margins, design specifications, development and business plansanalytical techniques, analytical techniques and similar items of the Company. The Employee Executive acknowledges that specific proprietary information and non-public data obtained by him while employed by or providing services to the Company concerning the business or affairs of the Company are the property of the Company. By reason of his being having been a senior executive and continuing as a director of the Company, the Employee Executive has or will have access to, and has obtained or will obtain, trade secrets and confidential information about the Company's ’s operations, which operations extend throughout the United States. Therefore, subject to the provisions of Section 1411 hereof, the Employee Executive hereby agrees as follows, recognizing that the Company is relying on these agreements in entering into this Agreement: (a) During the Employment Term period of the Executive’s service as a director of the Company and for three years following termination of the Employee's employment with the Company for any reasonthereafter, the Employee Executive will not use, disclose to others, or publish or otherwise make available to any other party (other than in furtherance of his obligations hereunder) any non-public inventions of the Company or any confidential business information about the business and affairs of the Company, including but not limited to confidential information concerning the Company's ’s products, methods, engineering designs and standards, analytical techniques, technical information, customer information, employee information, inventions and other confidential information acquired by him in the course of his past or future services for the Company during the Employment TermCompany. The Employee Executive agrees to hold as the Company's ’s property all books, papers, letters, formulas, memoranda, notes, plans, records, reports, computer tapes, printouts, software and other documents, and all copies thereof and therefrom, relating to the Company's ’s business and affairs conducted by him as President Chairman of the CompanyBoard, whether made by him or otherwise coming into his possession or controlpossession, and on termination of his employmentservice to the Company, or upon on demand of the Company, at any time after termination of his employmentthereafter, to deliver the same to the Company, to the extent that any of such property is then in his possession or under his control; provided, however, the Executive shall be permitted to retain one archival copy for himself, including for use in any proceeding involving his employment with or service to the Company; and provided, further, that no information shall be considered confidential information of the Company or otherwise subject to this Section 5 if such information (a) is known to the Executive prior to the time of disclosure, (b) has become publicly known and made generally available, (c) has been received by the Executive from a third party, (d) is independently developed by the Executive without use of the Company’s confidential information or (e) is required to be disclosed by law or court order or otherwise requires disclosure in a legal proceeding. (b) During the Employment Term period of the Executive’s service as a director of the Company and for 18 months following termination of the Employee's employment with the Company for any reasonthereafter, the Employee will not (i) directly or indirectly, including the Executive will not through an another entity or agent, knowingly induce or otherwise attempt to influence any employee of the Company to leave the Company's employ, ’s employ and (ii) hire, the Executive will not knowingly hire or cause to be hired or induce a third party to hire, any such employee (unless the Board shall have authorized such employment and the Company shall have consented thereto in writing) or in any way materially interfere to the detriment of the Company with the relationship between the Company and any employee thereof, or thereof and (iii) the Executive will not induce or attempt to induce any customer, supplier, licensee, licensor or other business relation of the Company to cease or otherwise limit doing business with the Company or in any way materially interfere to the detriment of the Company with the relationship between any such customer, supplier, licensee or business relation of the Company. Such obligation shall not extend to employees of the Company who respond to general inquiries or advertisements (e.g., classified ads or internet job postings) or other persons who approach the Executive independently about a possible business relationship with the Executive or his business or employers without him having affirmatively caused such approach.

Inventions and Confidential Information. The parties hereto recognize that a major need of the Company is to preserve its specialized knowledge, trade secrets secrets, and confidential informationinformation concerning the disinfectant business, and other business conducted by the Company. The strength and good will of the Company is derived from the specialized knowledge, trade secrets, and confidential information generated from experience with the activities undertaken by the CompanyCompany and its subsidiaries. The unauthorized disclosure of this information and knowledge to competitors would be beneficial to such competitors them and detrimental to the Company, as would the disclosure of non-public information about the marketing practices, pricing practices, costs, profit margins, design specifications, development and business plansanalytical techniques, analytical techniques and similar items of the Company. The Employee acknowledges that specific proprietary information Company and non-public data obtained by him while employed by the Company concerning the business or affairs of the Company are the property of the Companyits subsidiaries. By reason of his being a senior executive of the Company, the Employee has or will have access to, and has obtained or will obtain, specialized knowledge, trade secrets and confidential information about the Company's operationsoperations and the operations of its subsidiaries, which operations extend throughout through the United StatesStates and Canada. Therefore, subject to the provisions of Section 14, the Employee hereby agrees as follows, recognizing that the Company is relying on these agreements in entering into this Agreement: (ai) During and after the Employment Term and for three years following termination term of the Employee's employment with the Company for any reasonthis Agreement, the Employee will not use, disclose to others, or publish any inventions or otherwise make available to any other party (other than in furtherance of his obligations hereunder) any non-public or confidential business information about the business and affairs of the Company, including but not limited to confidential information concerning the Company's products, methods, engineering engineering, designs and standards, analytical techniques, technical information, customer information, employee information, inventions and other confidential information acquired by him in the course of his this past or future services for the Company during the Employment TermCompany. The Employee agrees to hold as the Company's property all memoranda, books, papers, letters, formulas, memoranda, notes, plans, records, reports, computer tapes, printouts, software formulas and other documentsdata, and all copies thereof and therefrom, in any way relating to the Company's business and affairs conducted by him as President of the Companyaffairs, whether made by him or otherwise coming into his possession or controlpossession, and on termination of his employment, or upon on demand of the Company, at any time after termination of his employmenttime, to deliver the same to the CompanyCompany within twenty four hours of such termination or demand. (bii) During the Employment Term term of this Agreement and for 18 months following termination of the Employee's employment with the Company for any reasonone year thereafter, the Employee will not (i) directly or indirectly, including through an entity or agent, induce or otherwise attempt to influence any employee of the Company to leave the Company's employ, (ii) hire, cause to be hired employ or induce a third party to hire, hire any such employee (unless the Board of Directors of the Company shall have authorized such employment and the Company shall have consented thereto in writing) or in any way materially interfere with the relationship between the Company and any employee thereof, or (iii) induce or attempt to induce any customer, supplier, licensee, licensor or other business relation of the Company to cease or otherwise limit doing business with the Company or in any way materially interfere to the detriment of the Company with the relationship between any such customer, supplier, licensee or business relation of the Company).

Inventions and Confidential Information. The parties hereto recognize that a major need of the Company is to preserve its specialized knowledge, trade secrets and confidential information. The strength and good will of the Company is derived from the specialized knowledge, trade secrets, and confidential information generated from experience with the activities undertaken by the Company. The unauthorized disclosure of this information and knowledge to competitors would be beneficial to such competitors and detrimental to the Company, as would the disclosure of non-public information about the marketing practices, pricing practices, costs, profit margins, design specifications, development and business plans, analytical techniques and similar items of the Company. The Employee acknowledges that specific proprietary information and non-public data obtained by him while employed by the Company concerning the business or affairs of the Company are the property of the Company. By reason of his being a senior executive of the Company, the Employee has or will have access to, and has obtained or will obtain, trade secrets and confidential information about the Company's operations, which operations extend throughout the United States. Therefore, subject to the provisions of Section 14, the Employee hereby agrees as follows, recognizing that the Company is relying on these agreements in entering into this Agreement: (a) During the Employment Term and for three years following termination of the Employee's employment with the Company for any reason, the Employee will not use, disclose to others, or publish or otherwise make available to any other party (other than in furtherance of his obligations hereunder) any non-public or confidential business information about the business and affairs of the Company, including but not limited to confidential information concerning the Company's products, methods, engineering designs and standards, analytical techniques, technical information, customer information, employee information, inventions and other confidential information acquired by him in the course of his past or future services for the Company during the Employment Term. The Employee agrees to hold as the Company's property all books, papers, letters, formulas, memoranda, notes, plans, records, reports, computer tapes, printouts, software and other documents, and all copies thereof and therefrom, relating to the Company's business and affairs conducted by him as President of the CompanyUni-Pixel, whether made by him or otherwise coming into his possession or control, and on termination of his employment, or upon demand of the Company, at any time after termination of his employment, to deliver the same to the Company. (b) During the Employment Term and for 18 months following termination of the Employee's employment with the Company for any reason, the Employee will not (i) directly or indirectly, including through an entity or agent, induce or otherwise attempt to influence any employee of the Company to leave the Company's employ, (ii) hire, cause to be hired or induce a third party to hire, any such employee (unless the Board shall have authorized such employment and the Company shall have consented thereto in writing) or in any way materially interfere with the relationship between the Company and any employee thereof, or (iii) induce or attempt to induce any customer, supplier, licensee, licensor or other business relation of the Company to cease or otherwise limit doing business with the Company or in any way materially interfere to the detriment of the Company with the relationship between any such customer, supplier, licensee or business relation of the Company.

Inventions and Confidential Information. The parties hereto recognize that a major need of the Company is to preserve its specialized knowledge, trade secrets secrets, and confidential information. The strength and good will of the Company is derived from the specialized knowledge, trade secrets, and confidential information generated from experience with the activities undertaken by the Company. The unauthorized disclosure of this information and knowledge to competitors would be beneficial to such competitors them and detrimental to the Company, as would the disclosure of non-public information about the marketing practices, pricing practices, costs, profit margins, design specifications, development and business plansanalytical techniques, analytical techniques and similar items of the Company. The Employee acknowledges that specific proprietary information and non-public data obtained by him while employed by the Company concerning the business or affairs of the Company are the property of the Company. By reason of his being a senior executive of the Company, the Employee has or will have access to, and has obtained or will obtain, trade secrets and confidential information about the Company's ’s operations, which operations extend throughout the United States. Therefore, subject to the provisions of Section 1414 hereof, the Employee hereby agrees as follows, recognizing that the Company is relying on these agreements in entering into this Agreement: (a) During the Employment Term and for three years following termination period of the Employee's ’s employment with the Company for any reasonand thereafter, the Employee will not use, disclose to others, or publish or otherwise make available to any other party (other than in furtherance of his obligations hereunder) any non-public inventions or any confidential business information about the business and affairs of the Company, including but not limited to confidential information concerning the Company's ’s products, methods, engineering designs and standards, analytical techniques, technical information, customer information, employee information, inventions and other confidential information acquired by him in the course of his past or future services for the Company during the Employment Term. The Employee agrees to hold as the Company's ’s property all books, papers, letters, formulas, memoranda, notes, plans, records, reports, computer tapes, printouts, software and other documents, and all copies thereof and therefrom, relating to the Company's ’s business and affairs conducted by him as President of the Company, whether made by him or otherwise coming into his possession or controlpossession, and on termination of his employment, or upon on demand of the Company, at any time after termination of his employment, to deliver the same to the Company; provided, however, the Employee shall be permitted to retain one archival copy for himself, including for use in any proceeding involving his employment with the Company; and provided, further, that no information shall be considered confidential information of the Company or otherwise subject to this Section 6 if such information has become publicly known and made generally available, is independently developed by the Employee without use of the Company’s confidential information or is required to be disclosed by law or court order or is otherwise disclosed in a legal proceeding. (b) During the Employment Term period of the Employee’s employment with the Company and for 18 months following termination of the Employee's employment with the Company for any reasonthereafter, (i) the Employee will not (i) directly or indirectly, including through an another entity or agent, knowingly induce or otherwise attempt to influence any employee of the Company to leave the Company's employ, ’s employ and (ii) hire, the Employee will not knowingly hire or cause to be hired or induce a third party to hire, any such employee (unless the Board shall have authorized such employment and the Company shall have consented thereto in writing) or in any way materially interfere to the detriment of the Company with the relationship between the Company and any employee thereof, or thereof and (iii) the Employee will not induce or attempt to induce any customer, supplier, licensee, licensor or other business relation of the Company to cease or otherwise limit doing business with the Company or in any way materially interfere to the detriment of the Company with the relationship between any such customer, supplier, licensee or business relation of the Company, Such obligation shall not extend to employees of the Company who respond to general inquiries or advertisements (e.g., classified ads or internet job postings) or other persons who approach the Employee independently about a possible business relationship with the Employee or his business or employer without him having affirmatively caused such approach.

Inventions and Confidential Information. The parties hereto recognize that a major need of the Company is to preserve its specialized knowledge, trade secrets secrets, and confidential information. The strength and good will of the Company is derived from the specialized knowledge, trade secrets, and confidential information generated from experience with the activities undertaken by the CompanyCompany and its subsidiaries. The unauthorized disclosure of this information and knowledge to competitors would be beneficial to such competitors them and detrimental to the Company, as would the disclosure of non-public information about the marketing practices, pricing practices, costs, profit margins, design specifications, development and business plansanalytical techniques, analytical techniques and similar items of the CompanyCompany and its subsidiaries. The Employee acknowledges that specific the proprietary information information, observations and non-public data obtained by him while employed by the Company concerning the business or affairs of the Company are the property of the Company. By reason of his being a senior executive of the Company, the Employee has or will have access to, and has obtained or will obtain, specialized knowledge, trade secrets and confidential information about the Company's operationsoperations and the operations of its subsidiaries, which operations extend throughout the United States. Therefore, subject to the provisions of Section 14, the Employee hereby agrees as follows, recognizing that the Company is relying on these agreements in entering into this Agreement:Section (ai) During the Employment Term and for three years following termination period of the Employee's employment with the Company and for any reasonthree (3) years thereafter, the Employee will not use, disclose to others, or publish or otherwise make available to any other party (other than in furtherance of his obligations hereunder) any non-public inventions or any confidential business information about the business and affairs of the Company, including but not limited to confidential information concerning the Company's products, methods, engineering designs and standards, analytical techniques, technical information, customer information, employee information, inventions and other confidential information acquired by him in the course of his past or future services for the Company during the Employment TermCompany. The Employee agrees to hold as the Company's property all books, papers, letters, formulas, memoranda, notes, plans, records, reports, computer tapes, printouts, software and other documents, and all copies thereof and therefrom, in any way relating to the Company's business and affairs conducted by him as President of the Companyaffairs, whether made by him or otherwise coming into his possession or controlpossession, and on termination of his employment, or upon on demand of the Company, at any time after termination of his employmenttime, to deliver the same to the CompanyCompany within twenty four (24) hours of such termination or demand. (bii) During the Employment Term and for 18 months following termination period of the Employee's employment with the Company and for any reasonthree (3) years thereafter, (a) the Employee will not (i) directly or indirectly, including indirectly through an another entity or agent, induce or otherwise attempt to influence any employee of the Company to leave the Company's employ, employ and (iib) hire, the Employee will not directly or indirectly hire or cause to be hired or induce a third party to hire, any such employee (unless the Board of Directors shall have authorized such employment and the Company shall have consented thereto in writing) or in any way materially interfere with the relationship between the Company and any employee thereof, or thereof and (iiic) induce or attempt to induce any customer, supplier, licensee, licensor or other business relation of the Company to cease or otherwise limit doing business with the Company or in any way materially interfere to the detriment of the Company with the relationship between any such customer, supplier, licensee or business relation of the Company. Notwithstanding any language to the contrary, the terms of this Section 6 will be without force and effect if the Company terminates the Employee without cause.

Inventions and Confidential Information. The parties hereto recognize that a major need of the Company is to preserve its specialized knowledge, trade secrets and confidential information. The strength and good will of the Company is derived from the specialized knowledge, trade secrets, secrets and confidential information generated from experience with the activities undertaken by the Company. The unauthorized disclosure of this information and knowledge to competitors would be beneficial to such competitors them and detrimental to the Company, Company as would the disclosure of non-public information about the marketing practices, pricing practices, costs, profit margins, design specifications, development and business plans, analytical techniques and similar items of the Company. The Employee acknowledges that specific proprietary information and non-public data obtained by him while employed by the Company concerning the business or affairs of the Company are the property of the Company. By reason of his being a senior executive of the Company, the Employee Consultant has or will have access to, and has obtained or will obtain, specialized knowledge, trade secrets and confidential information about the Company's operations, which operations extend throughout the United Stateswherever it does business. Therefore, subject to the provisions of Section 14, the Employee Consultant hereby agrees as follows, recognizing that the Company is relying on these agreements in entering into this Agreement: (a) : During the Employment Term and for three years following termination of after the Employee's employment with the Company for any reasonConsulting Period hereunder, the Employee Consultant will maintain as confidential and will not use, disclose to others, others or publish or otherwise make available to any other party (other than in furtherance of his obligations hereunder) any non-public inventions or any confidential business information about the business and affairs of the Company, including including, but not limited to to, confidential information concerning the Company's its products, methods, product purchasing arrangements and agreements, engineering designs, systems designs and standards, analytical techniques, technical information, customer information, employee information, inventions information and other confidential information acquired by him in the course of his past or future services for the Company during the Employment TermCompany. The Employee Consultant agrees to hold as the Company's property property, all memoranda, books, papers, letters, formulas, memoranda, notes, plans, records, reports, computer tapes, printouts, software formulas and other documents, data and all copies thereof and therefrom, in any way relating to the Company's business Business and affairs conducted by him as President of the Companyaffairs, whether made by him or otherwise coming into his possession or controlpossession, and and, on termination of his employment, or upon on demand of the Company, at any time after termination of his employmenttime, to deliver the same to the Company. Company within twelve (b12) hours of such termination or demand. During the Employment Term Consulting Period hereunder, and for 18 months one year following termination the last day of the Employee's employment with the Company for any reasonConsulting Period, the Employee Consultant will not (i) directly or indirectly, including through an entity or agent, induce or otherwise attempt to influence any employee of the Company to leave the Company's employ, (ii) hire, cause to be hired or induce a third party to hire, any such employee employ of the Company (unless the Board of Directors shall have authorized such employment and the Company shall have consented thereto in writing) or in any way materially interfere with the relationship between the Company and any employee thereof, or (iii) induce or attempt to induce any customer, supplier, licensee, licensor or other business relation of the Company to cease or otherwise limit doing business with the Company or in any way materially interfere to the detriment of the Company with the relationship between any such customer, supplier, licensee or business relation of the Company).

Inventions and Confidential Information. The parties hereto recognize that a major need of the Company is to preserve its specialized knowledge, trade secrets and confidential information. The strength and good will of the Company is derived from the specialized knowledge, trade secrets, and confidential information generated from experience with the activities undertaken by the Company. The unauthorized disclosure of this information and knowledge to competitors would be beneficial to such competitors and detrimental to the Company, as would the disclosure of non-public information about the marketing practices, pricing practices, costs, profit margins, design specifications, development and business plans, analytical techniques and similar items of the Company. The Employee Xxxx acknowledges that specific proprietary information and non-public data obtained by him while employed by the Company concerning the business or affairs of the Company are the property of the Company. By reason of his being a Consultant and senior executive of the Company, the Employee Xxxx has or will have access to, and has obtained or will obtain, trade secrets and confidential information about the Company's ’s operations, which operations extend throughout the United States. Therefore, subject to the provisions of Section 14, the Employee Xxxx hereby agrees as follows, recognizing that the Company is relying on these agreements in entering into this Agreement: (a) During the Employment Term and also while Xxxx is a Consultant, and for three years following termination of the Employee's Carl’s employment with the Company for any reason, the Employee Xxxx will not use, disclose to others, or publish or otherwise make available to any other party (other than in furtherance of his obligations hereunder) any non-public or confidential business information about the business and affairs of the Company, including but not limited to confidential information concerning the Company's ’s products, methods, engineering designs and standards, analytical techniques, technical information, customer information, employee information, inventions and other confidential information acquired by him in the course of his past or future services for the Company during the Employment Term. The Employee Xxxx agrees to hold as the Company's ’s property all books, papers, letters, formulas, memoranda, notes, plans, records, reports, computer tapes, printouts, software and other documents, and all copies thereof and therefrom, relating to the Company's ’s business and affairs conducted by him as President a Consultant or Chief Executive Officer of the CompanyUni-Pixel, whether made by him or otherwise coming into his possession or control, and on termination of his employment, or upon demand of the Company, at any time after termination of his employment, to deliver the same to the Company. (b) During the Employment Term and also while Xxxx is a Consultant, and for 18 months following termination of the Employee's Carl’s employment with the Company for any reason, the Employee Xxxx will not (i) directly or indirectly, including through an entity or agent, induce or otherwise attempt to influence any employee of the Company to leave the Company's ’s employ, (ii) hire, cause to be hired or induce a third party to hire, any such employee (unless the Board shall have authorized such employment and the Company shall have consented thereto in writingwriting or unless the subject employee has himself/herself initiated the new employment or responded to an employment advertisement) or in any way materially interfere with the relationship between the Company and any employee thereof, or (iii) induce or attempt to induce any customer, supplier, licensee, licensor or other business relation of the Company to cease or otherwise limit doing business with the Company or in any way materially interfere to the detriment of the Company with the relationship between any such customer, supplier, licensee or business relation of the Company.

Inventions and Confidential Information. The parties hereto recognize that a major need of the Company is to preserve its specialized knowledge, trade secrets and confidential information. The strength and good will of the Company is derived from the specialized knowledge, trade secrets, and confidential information generated from experience with the activities undertaken by the Company. The unauthorized disclosure of this information and knowledge to competitors would be beneficial to such competitors and detrimental to the Company, as would the disclosure of non-public information about the marketing practices, pricing practices, costs, profit margins, design specifications, development and business plans, analytical techniques and similar items of the Company. The Employee acknowledges that specific proprietary information and non-public data obtained by him while employed by the Company concerning the business or affairs of the Company are the property of the Company. By reason of his being a senior executive of the Company, the Employee has or will have access to, and has obtained or will obtain, trade secrets and confidential information about the Company's ’s operations, which operations extend throughout the United States. Therefore, subject to the provisions of Section 14, the Employee hereby agrees as follows, recognizing that the Company is relying on these agreements in entering into this Agreement: (a) During the Employment Term and for three years following termination of the Employee's ’s employment with the Company for any reason, the Employee will not use, disclose to others, or publish or otherwise make available to any other party (other than in furtherance of his obligations hereunder) any non-public or confidential business information about the business and affairs of the Company, including but not limited to confidential information concerning the Company's ’s products, methods, engineering designs and standards, analytical techniques, technical information, customer information, employee information, inventions and other confidential information acquired by him in the course of his past or future services for the Company during the Employment Term. The Employee agrees to hold as the Company's ’s property all books, papers, letters, formulas, memoranda, notes, plans, records, reports, computer tapes, printouts, software and other documents, and all copies thereof and therefrom, relating to the Company's ’s business and affairs conducted by him as President of the CompanyUni-Pixel, whether made by him or otherwise coming into his possession or control, and on termination of his employment, or upon demand of the Company, at any time after termination of his employment, to deliver the same to the Company. (b) During the Employment Term and for 18 months following termination of the Employee's ’s employment with the Company for any reason, the Employee will not (i) directly or indirectly, including through an entity or agent, induce or otherwise attempt to influence any employee of the Company to leave the Company's ’s employ, (ii) hire, cause to be hired or induce a third party to hire, any such employee (unless the Board shall have authorized such employment and the Company shall have consented thereto in writing) or in any way materially interfere with the relationship between the Company and any employee thereof, or (iii) induce or attempt to induce any customer, supplier, licensee, licensor or other business relation of the Company to cease or otherwise limit doing business with the Company or in any way materially interfere to the detriment of the Company with the relationship between any such customer, supplier, licensee or business relation of the Company.

Inventions and Confidential Information. The parties hereto recognize that a major need of the Company is to preserve its specialized knowledge, trade secrets and confidential information. The strength and good will of the Company is derived from the specialized knowledge, trade secrets, and confidential information generated from experience with the activities undertaken by the Company. The unauthorized disclosure of this information and knowledge to competitors would be beneficial to such competitors and detrimental to the Company, as would the disclosure of non-public information about the marketing practices, pricing practices, costs, profit margins, design specifications, development and business plans, analytical techniques and similar items of the Company. The Employee acknowledges that specific proprietary information and non-public data obtained by him while employed by the Company concerning the business or affairs of the Company are the property of the Company. By reason of his being a senior executive of the Company, the Employee has or will have access to, and has obtained or will obtain, trade secrets and confidential information about the Company's operations, which operations extend throughout the United States. Therefore, subject to the provisions of Section 14, the Employee hereby agrees as follows, recognizing that the Company is relying on these agreements in entering into this Agreement: (a) During the Employment Term and for three years following termination of the Employee's employment with the Company for any reason, the Employee will not use, disclose to others, or publish or otherwise make available to any other party (other than in furtherance of his obligations hereunder) any non-public or confidential business information about the business and affairs of the Company, including but not limited to confidential information concerning the Company's products, methods, engineering designs and standards, analytical techniques, technical information, customer information, employee information, inventions and other confidential information acquired by him in the course of his past or future services for the Company during the Employment Term. The Employee agrees to hold as the Company's property all books, papers, letters, formulas, memoranda, notes, plans, records, reports, computer tapes, printouts, software and other documents, and all copies thereof and therefrom, relating to the Company's business and affairs conducted by him as President Chief Executive Officer of the Company, whether made by him or otherwise coming into his possession or control, and on termination of his employment, or upon demand of the Company, at any time after termination of his employment, to deliver the same to the Company. (b) During the Employment Term and for 18 months following termination of the Employee's employment with the Company for any reason, the Employee will not (i) directly or indirectly, including through an entity or agent, induce or otherwise attempt to influence any employee of the Company to leave the Company's employ, (ii) hire, cause to be hired or induce a third party to hire, any such employee (unless the Board shall have authorized such employment and the Company shall have consented thereto in writing) or in any way materially interfere with the relationship between the Company and any employee thereof, or (iii) induce or attempt to induce any customer, supplier, licensee, licensor or other business relation of the Company to cease or otherwise limit doing business with the Company or in any way materially interfere to the detriment of the Company with the relationship between any such customer, supplier, licensee or business relation of the Company.

Inventions and Confidential Information. The parties hereto recognize that a major need of the Company is to preserve its specialized knowledge, trade secrets secrets, and confidential information. The strength and good will of the Company is derived from the specialized knowledge, trade secrets, and confidential information generated from experience with the activities undertaken by the CompanyCompany and its subsidiaries. The unauthorized disclosure of this information and knowledge to competitors would be beneficial to such competitors them and detrimental to the Company, as would the disclosure of non-public information about the marketing practices, pricing practices, costs, profit margins, design specifications, development and business plansanalytical techniques, analytical techniques and similar items of the CompanyCompany and its subsidiaries; provided that nothing contained herein shall prohibit Mr. Masiz from disclosing or using such information in his capacity as a shareholder, officer, director or employee of Biochemics. The Employee Mr. Masiz acknowledges that specific the proprietary information information, observations and non-public data obtained by him while employed by the Company concerning the business or affairs of the Company are the property of the Company. By reason of his being a senior executive an employee of the Company, the Employee Mr. Masiz has or will have access to, and has obtained or will obtain, specialized knowledge, trade secrets and confidential information about the Company's operationsoperations and the operations of its subsidiaries, which operations extend throughout the United States. Therefore, subject to the provisions of Section 14, the Employee Mr. Masiz hereby agrees as follows, recognizing that the Company is relying on these agreements in entering into this Agreement: (ai) During the Employment Term and for three years following termination period of the EmployeeMr. Masiz's employment with the Company and for any reasontwo (2) years thereafter, the Employee Mr. Masiz will not use, disclose to others, or publish or otherwise make available to any other party (other than except in furtherance his capacity as an employee of his obligations hereunder) the Company or as an officer, director, shareholder or employee of Biochemics any non-public inventions or any confidential business information about the business and affairs of the Company, including but not limited to confidential information concerning the Company's products, methods, engineering designs and standards, analytical techniques, technical information, customer information, employee information, inventions and other confidential information acquired by him in the course of his past or future services for the Company during the Employment Term. The Employee agrees to hold as the Company's property all books, papers, letters, formulas, memoranda, notes, plans, records, reports, computer tapes, printouts, software and other documents, and all copies thereof and therefrom, relating to the Company's business and affairs conducted by him as President of the Company, whether made by him or otherwise coming into his possession or control, and on termination of his employment, or upon demand of the Company, at any time after termination of his employment, to deliver the same to the Company. (bii) During the Employment Term and for 18 months following termination period of the Employee's employment with the Company and for any reasonthree (3) years thereafter, the Employee (a) Mr. Masiz will not (i) directly or indirectly, including indirectly through an another entity or agent, induce or otherwise attempt to influence any employee of the Company to leave the Company's employ, employ and (iib) hire, Mr. Masiz will not directly or indirectly hire or cause to be hired or induce a third party to hire, any such employee (unless the Board of Directors shall have authorized such employment and the Company shall have consented thereto in writing) or in any way materially interfere with the relationship between the Company and any employee thereof, or thereof and (iiic) induce or attempt to induce any customer, supplier, licensee, licensor or other business relation of the Company to cease or otherwise limit doing business with the Company or in any way materially interfere to the detriment of the Company with the relationship between any such customer, supplier, licensee or business relation of the Company.