Common use of Non-Disclosure Agreement and Proprietary Information Clause in Contracts

Non-Disclosure Agreement and Proprietary Information. A. The Employee recognizes and acknowledges that the information, techniques, processes, formulas, developments, experimental work, work in progress, business, list of the Company's customers and any other trade secret or other secret or confidential information relating to Company's business as they may exist from time to time are valuable, special and unique assets of Company's business. In addition, Employee recognizes that Company is continually engaged in research and development of new inventions and improvements to the information, techniques, processes, formulas, developments, trade secrets, and other secrets and confidential matters relating to Company's business. Therefore, Employee agrees as follows: 1. That Employee will hold in strictest confidence and not disclose, reproduce, publish or use in any manner, whether during or subsequent to his employment, without the express authorization of the Board of Directors of the Company, any information, manufacturing technique, process, business customer lists, trade secrets or any other secrets or confidential matter relating to any aspect of the Company's business as designated from time to time by the Board of Directors of Company, except as such disclosure or use may be required in connection with Employee's work for the Company. 2. That upon request or at the time of leaving the employ of the Company the Employee will deliver to the Company, and not keep or deliver to anyone else, any and all notes, memoranda, documents and, in general, any and all material relating to the Company's business. 3. The Employee shall (without any additional compensation) promptly disclose in writing to the Board of Directors of the Company all ideas, formulas, programs, systems, devices, processes, business concepts, discoveries and inventions (hereinafter referred to collectively as "discoveries"), whether or not patentable, which the Employee, while employed by the Company, conceives, makes, develops, acquires or reduces to practice, whether alone or with others and whether during or after usual working hours, and which are related to the Company's business or interest, or are used or usable by the Company, or arise out of or in connection with the duties performed by the Employee hereunder; and the Employee hereby transfers and assigns to the Company, all rights, title and interest in and to said discoveries, including any and all domestic and foreign contractual agreements entered into by Employee during the term of this Agreement and any renewals thereof. On request of the Company, the Employee shall (without any additional compensation), from time to time during or after the expiration or termination of their employment, execute such further instruments (including, without limitation, royalties, licenses and/or interest whatsoever and assignments thereof) and do all such other acts and things as may be deemed necessary or desirable by the Company to protect and/or enforce its rights in respect of said discoveries. All expenses of filing and/or prosecuting any interests in such discovery shall be borne by the Company, but the Employee shall cooperate in filing and/or prosecuting any such interest or violation in rights thereto. 4. That the Board of Directors of the Company may from time to time designate other subject matters requiring confidentiality and secrecy which shall be deemed to be covered by the terms of this Agreement. B. In the event of a breach or threatened breach by the Employee of the provisions of this Paragraph 4, the Company shall be entitled to an injunction: 1. Restraining the Employee from disclosing, in whole or in part, any information as described above or from rendering any services to any person, firm, corporation association or other entity to whom such information, in whole or in part, has been disclosed or is threatened to be disclosed; and/or 2. Requiring that Employee deliver to Company all information, documents, notes, memoranda and any and all discoveries or other material as described above upon Employee's leave of the employ of the Company. Nothing herein shall be construed as prohibiting the Company from pursuing other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Employee.

Non-Disclosure Agreement and Proprietary Information. A. The Employee recognizes and acknowledges that the information, techniques, processes, formulas, developments, experimental work, work in progress, business, list of the Company's customers and any other trade secret or other secret or confidential information relating to Company's business as they may exist from time to time are valuable, special and unique assets of Company's business. In addition, Employee recognizes that Company is continually engaged in research and development of new inventions and improvements to the information, techniques, processes, formulas, developments, trade secrets, and other secrets and confidential matters relating to Company's business. Therefore, Employee agrees as follows: 1. That Employee will hold in strictest confidence and not disclose, reproduce, publish or use in any manner, whether during or subsequent to his employment, without the express authorization of the Board of Directors of the Company, any information, manufacturing technique, process, business customer lists, trade secrets or any other secrets or confidential matter relating to any aspect of the Company's business as designated from time to time by the Board of Directors of Company, except as such disclosure or use may be required in connection with Employee's work for the Company. 2. That upon request or at the time of leaving the employ of the Company Company, the Employee will deliver to the Company, and not keep or deliver to anyone else, any and all notes, memoranda, documents and, in general, any and all material relating to the Company's business. 3. The Employee shall (without any additional compensation) promptly disclose in writing to the Board of Directors of the Company all ideas, formulas, programs, systems, devices, processes, business concepts, discoveries and inventions (hereinafter referred to collectively as "discoveries"), whether or not patentable, which the Employee, while employed by the Company, conceives, makes, develops, acquires or reduces to practice, whether alone or with others and whether during or after usual working hours, and which are related to the Company's business or interest, or are used or usable by the Company, or arise out of or in connection with the duties performed by the Employee hereunder; and the Employee hereby transfers and assigns to the Company, all rights, title and interest interests in and to said discoveries, including any and all domestic and foreign contractual agreements entered into by Employee during the term of this Agreement and any renewals thereof. On request of the Company, the Employee shall (without any additional compensation), from time to time during or after the expiration or termination of their employment, execute such further instruments (including, without limitation, royalties, licenses and/or interest whatsoever and assignments thereof) and do all such other acts and things as may be deemed necessary or desirable by the Company to protect and/or enforce its rights in respect of said discoveries. All expenses of filing and/or prosecuting any interests interest in such discovery shall be borne by the Company, but the Employee shall cooperate in filing and/or prosecuting any such interest or violation in rights thereto. 4. That the Board of Directors of the Company may from time to time designate other subject matters requiring confidentiality and secrecy which shall be deemed to be covered by the terms of this Agreement. B. In the event of a breach or threatened breach by the Employee of the provisions of this Paragraph 4, the Company shall be entitled to an injunction: 1. Restraining the Employee from disclosing, in whole or in part, any information as described above or from rendering any services to any person, firm, corporation association or other entity to whom such information, in whole or in part, has been disclosed or is threatened to be disclosed; and/or 2. Requiring that Employee deliver to Company all information, documents, notes, memoranda and any and all discoveries or other material as described above upon Employee's leave of the employ of the Company. Nothing herein shall be construed as prohibiting the Company from pursuing other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the EmployeeEmployer.