Common use of OWNERSHIP AND PROTECTION OF INFORMATION; COPYRIGHTS Clause in Contracts

OWNERSHIP AND PROTECTION OF INFORMATION; COPYRIGHTS. 5.1 In the course of performing his duties, Employee may have access to and/or receive legally protected confidential and proprietary information about the Employer, the Employer's employees, and the Employer's clients. Employer and Employee agree that such legally protected confidential and proprietary information is deemed to be Confidential Information ("Confidential Information"). Confidential Information includes, without limitation, information about the Employer, the Employer's affiliates, and the Employer's clients, such as earnings, acquisitions or other businesses, and changes in management which, if known to the public, might affect the decision of a reasonable investor to buy, sell, or hold securities issued by the Employer or the Employer's client. Under appropriate circumstances, Confidential Information also includes, without limitation, information disclosed by the Employer's clients which is not in the public domain; and information relative to the Employer's and affiliate's business plans, client lists, financial and billing information, marketing strategies, personnel information, proprietary methodologies, proprietary software, research, development and/or design projects as well as data relating to them, systems for project management and application development, proposal formats, and working papers. Employee understands and acknowledges that the terms and conditions of this Agreement constitute Confidential Information. 5.2 Employee will not knowingly, directly or indirectly, disclose any Confidential Information of the Employer, its subsidiaries, employees, affiliates, or clients to any person, firm, corporation, or other entity, during and at all times after the expiration of the term of this Agreement, and Employee will not knowingly, directly or indirectly, use any Confidential Information of the Employer, its subsidiaries, employees, affiliates, or clients for any purpose other than the legitimate fulfillment of his duties as an employee of Employer, during and at all times after the expiration of the term of this Agreement; provided, however, that nothing in this Agreement shall prohibit Employee from communicating, disclosing or using information as required or permitted under law. 5.3 Employee will use due care and take all reasonable precautions to prevent disclosure, use or transfer of any Confidential Information in violation of this Agreement, and will deliver to the Employer all Confidential Information and any other client or Employer-owned material in his possession whenever the Employer shall so request, or in the event of the termination of Employee's employment. Upon termination of Employee's employment by Employer, for any reason, Employee promptly shall deliver the same and all copies thereof, to Employer. 5.4 In the event Employee must disclose Confidential Information to third parties during the normal course of business, such disclosure shall be permitted, provided that Employee, where appropriate, makes those persons aware of the confidential nature of the information which is being divulged. 5.5 Employee will not remove from Employer's or any client's premises any documents, files, records, computer programs, software, correspondence, notes or other papers (including copies, electronic and otherwise) belonging to the Employer, its clients, or its employees, except as his employment with the Employer shall require. In such cases, Employee will promptly return such items and any copies within his/her possession or control to the Employer upon request or upon termination of the Employee's employment. 5.6 Notwithstanding the preceding provisions of Paragraph 5.1, the obligations of Employee regarding Confidential Information shall not apply to: a. information which, at the time of disclosure, use or transfer, was published, known publicly, or otherwise in the public domain; b. information which, after disclosure, use or transfer, is published, becomes known publicly, or otherwise becomes part of the public domain through no fault of the Employee; c. information which, prior to the time of disclosure, use or transfer, is known to Employee as evidenced by his competent evidence; d. information which is subsequently independently developed by Employee without recourse to Confidential Information and without Employee having violated any of his obligations under the Agreement; and e. information, which, after disclosure, use or transfer, is made available to Employee in good faith by a third party under no obligation of confidentiality. 5.7 If, during Employee's employment by Employer, Employee creates any original work of authorship fixed in any tangible medium of expression which is the subject mater of copyright (such as videotapes, written presentations, computer programs, drawings, maps, architectural renditions, models, manuals, brochures, or the like) and which relates principally to Employer's business, products, or services, whether such work is created solely by Employee or jointly with others (whether during business hours or otherwise and whether on Employer's premises or otherwise), Employer shall be deemed the author of such work if the work is prepared by Employee in the scope of his employment; or if the work is prepared by Employee within the scope of his employment but is specially ordered by Employer as a contribution to a collective work, as a part of a motion picture or other audio-visual work, as a translation, as a supplementary work, as a compilation, or as an instructional text, then the work shall be considered to be work made for hire and Employer shall be the author of the work. Both during the period of Employee's employment by Employer and thereafter, Employee reasonably shall assist (without any cost to Employee) Employer and its nominee, at any time, in the protection of Employer's worldwide right, title, and interest in and to information, ideas, concepts, improvements, discoveries, and inventions, and its copyrighted works, including without limitation, the execution of all formal assignment documents requested by Employer or its nominee and the execution of all lawful oaths and applications for applications for patents and registration of copyright in the United States and foreign countries. 5.8 Employee acknowledges that money damages would not be sufficient remedy for any material breach of this Article 5 by Employee, and Employer shall be entitled to enforce the provisions of this Article 5 by terminating the employment relationship, terminating any payments then owing to Employee under this Agreement, and/or to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article 5, but shall be in addition to all remedies available at law or in equity to Employer, including, without limitation, the recovery of damages from Employee and his agents involved in such breach.

OWNERSHIP AND PROTECTION OF INFORMATION; COPYRIGHTS. 5.1 In the course of performing his duties5.1. All information, Employee may have access to and/or receive legally protected confidential ideas, concepts, improvements, discoveries, and proprietary information about the Employerinventions, the whether patentable or not, which are conceived, made, developed or acquired by Employee, individually or in conjunction with others, during Employee's employment by Employer (whether during business hours or otherwise and whether on Employer's employees, and the premises or otherwise) which relate to Employer's clients. Employer and Employee agree that such legally protected confidential and proprietary information is deemed to be Confidential Information or any of its subsidiaries' or affiliates' businesses, products or services ("Confidential Information"). Confidential Information includesincluding, without limitation, all such information about the Employerrelating to corporate opportunities, the Employer's affiliates, and the Employer's clients, such as earnings, acquisitions or other businesses, and changes in management which, if known to the public, might affect the decision of a reasonable investor to buy, sell, or hold securities issued by the Employer or the Employer's client. Under appropriate circumstances, Confidential Information also includes, without limitation, information disclosed by the Employer's clients which is not in the public domain; and information relative to the Employer's and affiliate's business plans, client listsresearch, financial and billing informationsales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customer's organizations or within the organization of acquisition prospects, or marketing strategiesand merchandising techniques, personnel information, proprietary methodologies, proprietary software, research, development and/or design projects as well as data relating to them, systems for project management and application development, proposal formatsprospective names, and working papers. Employee understands marks) shall be disclosed to Employer and acknowledges that are and shall be the terms sole and conditions of this Agreement constitute Confidential Information. 5.2 Employee will not knowingly, directly or indirectly, disclose any Confidential Information of the Employer, its subsidiaries, employees, affiliates, or clients to any person, firm, corporation, or other entity, during and at all times after the expiration of the term of this Agreement, and Employee will not knowingly, directly or indirectly, use any Confidential Information of the Employer, its subsidiaries, employees, affiliates, or clients for any purpose other than the legitimate fulfillment of his duties as an employee exclusive property of Employer, during and at all times after the expiration of the term of this Agreement; provided, however, that nothing in this Agreement shall prohibit Employee from communicating, disclosing or using information as required or permitted under law. 5.3 Employee will use due care and take all reasonable precautions to prevent disclosure, use or transfer of any Confidential Information in violation of this Agreement, and will deliver to the Employer all Confidential Information and any other client or Employer-owned material in his possession whenever the Employer shall so request, or in the event of the termination of Employee's employment. Upon termination of Employee's employment by Employeremployment, for any reason, Employee promptly shall deliver the same same, and all copies thereof, to Employer. 5.4 In 5.2. Employee will not, at any time during or after his employment by Employer, make any unauthorized disclosure of any confidential business information or trade secrets of Employer or its subsidiaries or affiliates, or make any use thereof, except in the event carrying out of his employment responsibilities hereunder. Employer's subsidiaries and affiliates shall be third party beneficiaries of Employee's obligations under this Section. As a result of Employee's employment by Employer, Employee must disclose Confidential Information may also from time to time have access to, or knowledge of, confidential business information or trade secrets of third parties during the normal course of businessparties, such disclosure shall be permittedas customers, provided that Employeesuppliers, where appropriatepartners, makes those persons aware joint ventures, and the like, of Employer and its subsidiaries and affiliates. Employee also agrees to preserve and protect the confidentiality of such third party confidential nature of information and trade secrets to the information which is being divulged. 5.5 Employee will not remove from same extent, and on the same basis, as Employer's or any client's premises any documents, files, records, computer programs, software, correspondence, notes of their subsidiaries' or other papers (including copies, electronic affiliates' confidential business information and otherwise) belonging to the Employer, its clients, or its employees, except as his employment with the Employer shall require. In such cases, Employee will promptly return such items and any copies within his/her possession or control to the Employer upon request or upon termination of the Employee's employmenttrade secrets. 5.6 Notwithstanding the preceding provisions of Paragraph 5.1, the obligations of Employee regarding Confidential Information shall not apply to: a. information which, at the time of disclosure, use or transfer, was published, known publicly, or otherwise in the public domain; b. information which, after disclosure, use or transfer, is published, becomes known publicly, or otherwise becomes part of the public domain through no fault of the Employee; c. information which, prior to the time of disclosure, use or transfer, is known to Employee as evidenced by his competent evidence; d. information which is subsequently independently developed by Employee without recourse to Confidential Information and without Employee having violated any of his obligations under the Agreement; and e. information, which, after disclosure, use or transfer, is made available to Employee in good faith by a third party under no obligation of confidentiality. 5.7 5.3. If, during Employee's employment by Employer, Employee creates any original work of authorship fixed in any tangible medium of expression which is the subject mater matter of copyright (such as videotapes, written presentationspresentations on acquisitions, computer programs, E-mail, voice mail, electronic databases, drawings, maps, architectural renditions, models, manuals, brochures, or the like) and which relates principally relating to Employer's businessor any of its subsidiaries' or affiliates' businesses, products, or services, whether such work is created solely by Employee or jointly with others (whether during business hours or otherwise and whether on Employer's or any of its subsidiaries' or affiliates' premises or otherwise), Employer shall be deemed the author of such work if the work is prepared by Employee in the scope of his employment; or or, if the work is not prepared by Employee within the scope of his employment but is specially ordered by Employer or any of its subsidiaries or affiliates as a contribution to a collective work, as a part of a motion picture or other audio-visual audiovisual work, as a translation, as a supplementary work, as a compilation, or as an instructional text, then the work shall be considered to be work made for hire and Employer or any of its subsidiaries or affiliates shall be the author of the work. If such work is neither prepared by Employee within the scope of his employment nor a work specially ordered that is deemed to be a work made for hire, then Employee hereby agrees to assign, and by these presents does assign, to Employer all of Employee's worldwide right, title, and interest in and to such work and all rights of copyright therein. 5.4. Both during the period of Employee's employment by Employer and thereafter, Employee reasonably shall assist (without Employer or any cost to Employee) Employer of its subsidiaries or affiliates and its nomineetheir nominees, at any time, in the protection of Employer's or any of its subsidiaries' or affiliates' worldwide right, title, and interest in and to information, ideas, concepts, improvements, discoveries, and inventions, and its copyrighted works, including without limitation, the execution of all formal assignment documents requested by Employer or any of its nominee subsidiaries or affiliates or their nominees and the execution of all lawful oaths and applications for applications for patents and registration of copyright in the United States and foreign countries. 5.8 Employee acknowledges that money damages would not be sufficient remedy for any material breach of this Article 5 by Employee, and Employer shall be entitled to enforce the provisions of this Article 5 by terminating the employment relationship, terminating any payments then owing to Employee under this Agreement, and/or to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article 5, but shall be in addition to all remedies available at law or in equity to Employer, including, without limitation, the recovery of damages from Employee and his agents involved in such breach.

OWNERSHIP AND PROTECTION OF INFORMATION; COPYRIGHTS. 5.1 In the course of performing his duties, Employee may have access to and/or receive legally protected Employer owns certain confidential and proprietary information about and trade secrets to which Employee will be given access for the Employerpurpose of carrying out his or her employment responsibilities hereunder. Furthermore, the Employer's employees, and the Employer's clients. Employer and agrees to provide Employee agree that such legally protected with confidential and proprietary information is deemed and trade secrets regarding the Employer and its subsidiaries and affiliates, in order to be Confidential Information assist Employee in satisfying his or her obligations hereunder. 5.2 All information, ideas, concepts, improvements, discoveries, and inventions, whether patentable or not, which are conceived, made, developed or acquired by Employee, individually or in conjunction with others, during Employee's employment by Employer ("Confidential Information"). Confidential Information includeswhether during business hours or otherwise and whether on Employer's premises or otherwise) which relate to Employer's or any of its subsidiaries' or affiliates' businesses, products or services (including, without limitation, all such information about the Employerrelating to corporate opportunities, the Employer's affiliates, and the Employer's clients, such as earnings, acquisitions or other businesses, and changes in management which, if known to the public, might affect the decision of a reasonable investor to buy, sell, or hold securities issued by the Employer or the Employer's client. Under appropriate circumstances, Confidential Information also includes, without limitation, information disclosed by the Employer's clients which is not in the public domain; and information relative to the Employer's and affiliate's business plans, client listsresearch, financial and billing informationsales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customer's organizations or within the organization of acquisition prospects, or marketing strategiesand merchandising techniques, personnel information, proprietary methodologies, proprietary software, research, development and/or design projects as well as data relating to them, systems for project management and application development, proposal formatsprospective names, and working papers. Employee understands marks) shall be disclosed to Employer and acknowledges that are and shall be the terms sole and conditions of this Agreement constitute Confidential Information. 5.2 Employee will not knowingly, directly or indirectly, disclose any Confidential Information of the Employer, its subsidiaries, employees, affiliates, or clients to any person, firm, corporation, or other entity, during and at all times after the expiration of the term of this Agreement, and Employee will not knowingly, directly or indirectly, use any Confidential Information of the Employer, its subsidiaries, employees, affiliates, or clients for any purpose other than the legitimate fulfillment of his duties as an employee exclusive property of Employer, during and at all times after the expiration of the term of this Agreement; provided, however, that nothing in this Agreement shall prohibit Employee from communicating, disclosing or using information as required or permitted under law. 5.3 Employee will use due care and take all reasonable precautions to prevent disclosure, use or transfer of any Confidential Information in violation of this Agreement, and will deliver to the Employer all Confidential Information and any other client or Employer-owned material in his possession whenever the Employer shall so request, or in the event of the termination of Employee's employment. Upon termination of Employee's employment by Employeremployment, for any reason, Employee promptly shall deliver the same same, and all copies thereof, to Employer. 5.4 In 5.3 Employee will not, at any time during or after his employment by Employer, make any unauthorized disclosure of any confidential business information or trade secrets of Employer or its subsidiaries or affiliates, or make any use thereof, except in the event carrying out of his employment responsibilities hereunder. As a result of Employee's employment by Employer, Employee must disclose Confidential Information may also from time to time have access to, or knowledge of, confidential business information or trade secrets of third parties during the normal course of businessparties, such disclosure shall be permittedas customers, provided that Employeesuppliers, where appropriatepartners, makes those persons aware joint venturers, and the like, of Employer and its subsidiaries and affiliates. Employee also agrees to preserve and protect the confidentiality of such third party confidential nature of information and trade secrets to the information which is being divulged. 5.5 Employee will not remove from same extent, and on the same basis, as Employer's or any client's premises any documentsof its subsidiaries' or affiliates' confidential business information and trade secrets, files, records, computer programs, software, correspondence, notes or other papers (including copies, electronic unless and otherwise) belonging to the Employer, its clients, or its employees, except as his employment with the Employer shall require. In until such cases, Employee will promptly return such items and any copies within his/her possession or control to the Employer upon request or upon termination of the Employee's employment. 5.6 Notwithstanding the preceding provisions of Paragraph 5.1, the obligations of Employee regarding Confidential Information shall not apply to: a. information which, at the time of disclosure, use or transfer, was published, known publicly, or otherwise in the public domain; b. information which, after disclosure, use or transfer, is published, becomes known publicly, or otherwise becomes part of the public domain through no fault of the Employee; c. information which, prior to the time of disclosure, use or transfer, is known to Employee as evidenced by his competent evidence; d. information which is subsequently independently developed by Employee without recourse to Confidential Information and without Employee having violated any of his obligations under the Agreement; and e. information, which, after disclosure, use or transfer, is made available to Employee in good faith by a third party under no obligation of confidentiality. 5.7 5.4 If, during Employee's employment by Employer, Employee creates any original work of authorship fixed in any tangible medium of expression which is the subject mater matter of copyright (such as videotapes, written presentationspresentations on acquisitions, computer programs, E-mail, voice mail, electronic databases, drawings, maps, architectural renditions, models, manuals, brochures, or the like) and which relates principally relating to Employer's business's, or any of its subsidiaries' or affiliates' businesses, products, or services, whether such work is created solely by Employee or jointly with others (whether during business hours or otherwise and whether on Employer's or any of its subsidiaries' or affiliates' premises or otherwise), Employer shall be deemed the author of such work if the work is prepared by Employee in the scope of his or her employment; or or, if the work is not prepared by Employee within the scope of his or her employment but is specially ordered by Employer or any of its subsidiaries or affiliates as a contribution to a collective work, as a part of a motion picture or other audio-visual audiovisual work, as a translation, as a supplementary work, as a compilation, or as an instructional text, then the work shall be considered to be work made for hire and Employer or any of its subsidiaries or affiliates shall be the author of the work. If such work is neither prepared by Employee within the scope of his or her employment nor a work specially ordered that is deemed to be a work made for hire, then Employee hereby agrees to assign, and by these presents does assign, to Employer all of Employee's worldwide right, title, and interest in and to such work and all rights of copyright therein; PROVIDED, HOWEVER, that materials prepared by Employee that are outside the scope of Employee's employment and do not contain any confidential or proprietary information or trade secrets of Employer may be retained and owned by Employee after written consent from Employer. 5.5 Both during the period of Employee's employment by Employer and thereafter, Employee reasonably shall assist (without Employer, or any cost to Employee) Employer of its subsidiaries or affiliates and its nomineetheir nominees, at any time, in the protection of Employer's or any of its subsidiaries' or affiliates' worldwide right, title, and interest in and to information, ideas, concepts, improvements, discoveries, and inventions, and its copyrighted works, including without limitation, the execution of all formal assignment documents requested by Employer or any of its nominee subsidiaries or affiliates or their nominees and the execution of all lawful oaths and applications for applications for patents and registration of copyright in the United States and foreign countries. 5.8 Employee acknowledges that money damages would not be sufficient remedy for any material breach of this Article 5 by Employee, and Employer shall be entitled to enforce the provisions of this Article 5 by terminating the employment relationship, terminating any payments then owing to Employee under this Agreement, and/or to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article 5, but shall be in addition to all remedies available at law or in equity to Employer, including, without limitation, the recovery of damages from Employee and his agents involved in such breach.