Common use of Secret Processes and Confidential Information Clause in Contracts

Secret Processes and Confidential Information. For the Employment Term and thereafter, (a) the Employee will not divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to the extent required, after prompt notice to the Company of any such order), directly or indirectly, other than in the regular and proper course of business of the Company, any confidential knowledge or information with respect to the operations or finances of the Company, such as, but not limited to, client lists, system documentation, financial documentation, and proposal information, or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company and (b) the Employee will not use, directly or indirectly, any confidential information for the benefit of anyone other than the Company; provided, however, that the Employee has no obligation, express or implied, to refrain from using or disclosing to others any such knowledge or information which is or hereafter shall become available to the public other than through disclosure by the Employee. All new processes, techniques, know-how, inventions, plans, products, patents and devices developed, made or invented by the Employee, alone or with others, while an employee of the Company, shall be and become the sole property of the Company, unless released in writing by the Company, and the Employee hereby assigns any and all rights therein or thereto to the Company. During the term of this Agreement and thereafter, Employee shall not willfully take any action to disparage or criticize to any third parties any of the services of the Company or to commit any other action that injures or hinders the business relationships of the Company. All files, records, documents, memorandums, notes or other documents relating to the business of Company, whether prepared by Employee or otherwise coming into his possession in the course of the performance of his services under this Agreement, shall be the exclusive property of Company and shall be delivered to Company and not retained by Employee upon termination of this Agreement for any reason whatsoever.

Secret Processes and Confidential Information. For the Employment Term and thereafter, (a) the Employee will not divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to the extent required, after prompt notice to the Company of any such order), directly or indirectly, other than in the regular and proper course of business of the Company, any confidential knowledge or information with respect to the operations or finances of the Company, such as, but not limited to, client lists, system documentation, financial documentation, documentation and proposal information, or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company and (b) the Employee will not use, directly or indirectly, any confidential information for the benefit of anyone other than the Company; provided, however, that the Employee has no obligation, express or implied, to refrain from using or disclosing to others any such knowledge or information which is or hereafter shall become available to the public other than through disclosure by the Employee. All new processes, techniques, know-how, inventions, plans, products, patents and devices developed, made or invented by the Employee, alone or with others, while an employee of the Company, shall be and become the sole property of the Company, unless released in writing by the Company, and the Employee hereby assigns any and all rights therein or thereto to the Company. During the term of this Agreement and thereafter, Employee shall not willfully take any action to disparage or criticize to any third parties any of the services of the Company or to commit any other action that injures or hinders the business relationships of the Company. All files, records, documents, memorandums, notes or other documents relating to the business of Company, whether prepared by Employee or otherwise coming into his possession in the course of the performance of his services under this Agreement, shall be the exclusive property of Company and shall be delivered to Company and not retained by Employee upon termination of this Agreement for any reason whatsoever.

Secret Processes and Confidential Information. For the Employment Term and thereafter, (a) The Executive agrees, whether during or after the Employee will Term, not divulgeto reveal to any person or entity any of the trade secrets or confidential information concerning the organization, transmit business or otherwise disclose finances of the Company or of any third party which the Company is under an obligation to keep confidential (including but not limited to trade secrets or confidential information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans or proposals), except as legally compelled may be required in the ordinary course of performing the Executive’s duties as an employee of the Company or as may be required by law (as determined in coordination with the Company’s lawyers) or by court order, and then only the Executive shall keep secret all matters entrusted to such Executive and shall not use or attempt to use any such information in any manner which may injure or cause loss or may be calculated to injure or cause loss whether directly or indirectly to the extent required, after prompt notice to Company. The restrictions on the Company Executive’s use or disclosure of any such order), directly or indirectly, other than in the regular and proper course of business of the Company, any confidential knowledge or information with respect to the operations or finances of the Company, such as, but not limited to, client lists, system documentation, financial documentation, and proposal information, or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company and (b) the Employee will not use, directly or indirectly, any confidential information for the benefit of anyone other than the Company; provided, however, that the Employee has no obligation, express or implied, to refrain from using or disclosing to others any shall remain in force until such knowledge or information which is or hereafter shall become becomes generally available to the public through no fault of the Executive. (b) Further, the Executive agrees that during the Term, the Executive shall not make, use or permit to be used any notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation or other materials of any nature relating to any matter within the scope of the business of the Company or concerning any of its dealings or affairs otherwise than through disclosure by f the Employeebenefit of the Company. All new processesThe Executive further agrees that after the Term, techniquesthe Executive shall not use or permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Company and that immediately upon the termination of this Agreement, the Executive shall deliver all of the foregoing, and all copies thereof, to the Company, at its main office. (c) If at any time or times during the Term, the Executive (either alone or with others) makes, conceives, discovers or reduces to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, inventions, plans, products, patents and devices secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright or similar statutes or subject to analogous protection) (herein called “Developments”) that (a) relate to the business of the Company or any customer of or supplier to the Company or any of the products or services being developed, made manufactured or invented sold by the EmployeeCompany or which may be used in relation therewith, alone (b) results from tasks assigned the Executive by the Company or (c) result from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company when used for Company purposes and not for incidental personal purposes, such Developments and the benefits thereof shall immediately become the sole and absolute property of the Company and its assigns, and the Executive shall promptly disclose to the Company (or any persons designated by it) each such Development and hereby assigns any rights the Executive may have or acquire in the Developments and benefits and/or rights resulting therefrom to the Company and its assigns without further compensation and shall communicate, without cost or delay, and without publishing the same, all available information relating thereto (with othersall necessary plans and models) to the Company. Upon disclosure of each Development to the Company, while an employee the Executive will, during the Term and at any time thereafter, at the request and cost of the Company, shall be sign, execute, make and become do all such deeds, documents, acts and things as the sole property Company and its duly authorized agents may reasonably require: (i) to apply for, obtain and vest in the name of the Company alone (unless the Company otherwise directs) letters patent, copyrights or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same; and (ii) to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyright or other analogous protection. In the event the Company is unable, after reasonable effort, to secure the Executive’s signature on any letters patent, copyright or other analogous protection relating to a Development, whether because of the Executive’s physical or mental incapacity or for any other reason whatsoever, the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as its agent and attorney-in-fact, to act for and in the Executive’s behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright or other analogous protection thereon with the same legal force and effect as if executed by the Executive. (d) Upon the request of, and, in any event, upon termination of the Executive’s employment with the Company, unless released the Executive shall promptly deliver to the Company all documents, data, records, notes, drawings, manuals and all other tangible information in writing by whatever form which pertains to the Company, and the Employee hereby assigns Executive will not retain any and all rights therein such information or thereto to the Company. During the term of this Agreement and thereafterany reproduction or excerpt thereof, Employee shall not willfully take any action to disparage or criticize to any third parties any other than copies of the services of the Company Executive’s personal notes so long as such notes are not useful to or to commit any other action that injures or hinders the business relationships used by a competitor of the Company. All files, records, documents, memorandums, notes or other documents relating to the business of Company, whether prepared by Employee or otherwise coming into his possession in the course of the performance of his services under this Agreement, shall be the exclusive property of Company and shall be delivered to Company and not retained by Employee upon termination of this Agreement for any reason whatsoever.

Secret Processes and Confidential Information. For the Employment Term and thereafter, (a) the Employee will not divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to the extent required, after prompt notice to the Company of any such order), directly or indirectly, other than in the regular and proper course of business of the Company, any confidential knowledge or information with respect to the operations or finances of the Company, such as, but not limited to, client lists, system documentation, financial documentation, and proposal information, Company or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company and (b) the Employee will not use, directly or indirectly, any confidential information for the benefit of anyone other than the Company; provided, however, that the Employee has no obligation, express or implied, to refrain from using or disclosing to others any such knowledge or information which is or hereafter shall become available to the public other than through disclosure by the Employee. All new processes, techniques, know-how, inventions, plans, products, patents and devices developed, made or invented by the Employee, alone or with others, while an employee of the Company, shall be and become the sole property of the Company, unless released in writing by the Company, and the Employee hereby assigns any and all rights therein or thereto to the Company. During the term of this Agreement and thereafter, Employee shall not willfully take any action to disparage or criticize to any third parties any of the services of the Company or to commit any other action that injures or hinders the business relationships of the Company. During the term of this Agreement and thereafter, Employee shall not employ, solicit for employment or otherwise contract for the services of any employee of the Company or any of its Affiliates (as defined below) at the time of this Agreement or who shall subsequently become an employee of the Company or any of its Affiliates. All files, records, documents, memorandums, notes or other documents relating to the business of Company, whether prepared by Employee or otherwise coming into his possession in the course of the performance of his services under this Agreement, shall be the exclusive property of Company and shall be delivered to Company and not retained by Employee upon termination of this Agreement for any reason whatsoever.

Secret Processes and Confidential Information. For the Employment Term and thereafter, (a) the Employee will not divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to the extent required, after prompt notice to the Company of any such order), directly or indirectly, other than in the regular and proper course of business of the Company, any confidential knowledge or information with respect to the operations or finances of the Company, such as, but not limited to, client lists, system documentation, financial documentation, and proposal information, Company or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company and (b) the Employee will not use, directly or indirectly, any confidential information for the benefit of anyone other than the Company; provided, however, that the Employee has no obligation, express or implied, to refrain from using or disclosing to others any such knowledge or information which is or hereafter shall become available to the public other than through disclosure by the Employee. All new processes, techniques, know-how, inventions, plans, products, patents and devices developed, made or invented by the Employee, alone or with others, while an employee of the Company, shall be and become the sole property of the Company, unless released in writing by the Company, and the Employee hereby assigns any and all rights therein or thereto to the Company. During the term of this Agreement and thereafter, Employee shall not willfully take any action to disparage or criticize to any third parties any of the services of the Company or to commit any other action that injures or hinders the business relationships of the Company. All files, records, documents, memorandums, notes or other documents relating to the business of Company, whether prepared by Employee or otherwise coming into his possession in the course of the performance of his services under this Agreement, shall be the exclusive property of Company and shall be delivered to Company and not retained by Employee upon termination of this Agreement for any reason whatsoever.

Secret Processes and Confidential Information. (a) For the Employment Term and thereafter, (ai) the Employee Executive will not divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to the extent required, after prompt notice to the Company of any such order), directly or indirectly, other than in the regular and proper course of business of the Company, any confidential knowledge or information with respect to the operations operation or finances of the Company, such as, but not limited to, client lists, system documentation, financial documentation, and proposal information, Company or with respect to confidential or secret processes, services, techniques, customers machinery, customers, plans and products manufactured or plans with respect to sold by the Company and (bii) the Employee Executive will not use, directly or indirectly, any confidential information for the benefit of anyone other than the Company; provided, however, that the Employee Executive has no obligation, express or implied, to refrain from using or disclosing to others any such knowledge or information which is or hereafter shall become available to the public other than through disclosure by the Employee. All new processesExecutive. (b) The Executive will promptly disclose to the Company and to no other person, firm or entity all inventions, discoveries, improvements, trade secrets, formulas, techniques, processes, know-howhow and similar matters, inventionswhether or not patentable and whether or not reduced to practice, plans, products, patents and devices developed, made which are conceived or invented learned by the EmployeeExecutive during the period of the Executive's employment with the Company, either alone or with others, while an employee which relate to or result from the actual or anticipated business or research of the Company or which result, to any extent, from the Executive's use of the Company, 's premises or property (collectively called the "Inventions"). The Executive acknowledges and agrees that all the Inventions shall be and become the sole property of the Company, unless released and the Executive hereby assigns to the Company all of the Executive's rights and interests in writing and to all of the Inventions, it being acknowledged and agreed by the Executive that all the Inventions are works made for hire. The Company shall be the sole owner of all domestic and foreign rights and interests in the Inventions. The Executive agrees to assist the Company at its expense to obtain and from time to time enforce patents and copyrights on the Inventions. (c) Upon the request of, and, in any event, upon termination of the Executive's employment with the Company, the Executive shall promptly deliver to the Company all documents, data, records, notes, drawings, manuals and all other tangible information in whatever form which pertains to the Company, and the Employee hereby assigns Executive will not retain any such information or any reproduction or excerpt thereof. (d) The Company and all rights therein or thereto the Executive agree that the provisions of this Section 7 and Section 6 above shall, as of the date hereof, supersede the terms of Section 4 of that certain letter from the Company to the Company. During the term Executive dated as of this Agreement and thereafterNovember , Employee shall not willfully take any action 1996 regarding a bonus to disparage or criticize to any third parties any of the services of the Company or to commit any other action that injures or hinders the business relationships of the Company. All files, records, documents, memorandums, notes or other documents relating be paid to the business of Company, whether prepared by Employee or otherwise coming into his possession in the course of the performance of his services under this Agreement, shall be the exclusive property of Company and shall be delivered to Company and not retained by Employee upon termination of this Agreement for any reason whatsoeverExecutive.

Secret Processes and Confidential Information. For the Employment Term and thereafter, (a) the Employee will not divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to the extent required, after prompt notice to the Company of any such order), directly or indirectly, other than in the regular and proper course of business of the CompanyCompany or its affiliates or as required by law, any confidential knowledge or information with respect to the operations operation or finances of the Company, such as, but not limited to, client lists, system documentation, financial documentation, and proposal information, Company or its affiliates or with respect to confidential or secret processes, services, techniques, customers machinery, customers, plans and products manufactured or plans with respect to sold by the Company or its affiliates (collectively, "Confidential Information") and (b) the Employee will not use, directly or indirectly, any confidential information Confidential Information for the benefit of anyone other than the CompanyCompany or its affiliates; provided, however, that the Employee has no obligation, express or implied, to refrain from using or disclosing to others any such knowledge or information which is or hereafter shall become available to the public other than through disclosure by the Employee. All new processes, techniques, know-how, inventions, plans, products, patents and devices developed, made or invented by the Employee, alone or with others, while an employee of the CompanyCompany or its affiliates, are hereby assigned to the Company and shall become and be and become the sole property of the Company, Company unless released in writing by the Company. Notwithstanding the foregoing, if the Employee is required to disclose or divulge Confidential Information pursuant to any subpoena or other judicial process he will promptly so notify the Company, and the Employee hereby assigns any and all rights therein or thereto to the Company. During the term of this Agreement and thereafter, Employee shall not willfully take any action to disparage or criticize to any third parties any of the services of if so requested by the Company or its affiliates, will assist the Company or its affiliates in seeking a protective order with respect thereto. If the Company cannot or chooses not to commit any other action obtain such a protective order, the Employee will divulge only such Confidential Information as he is advised by his counsel is required to be disclosed, and will use his best efforts to ensure that injures or hinders the business relationships balance of the Company. All files, records, documents, memorandums, notes or other documents relating to the business of Company, whether prepared by Employee or otherwise coming into his possession in the course of the performance of his services under this Agreement, shall such Confidential Information will be the exclusive property of Company and shall be delivered to Company and not retained by Employee upon termination of this Agreement for any reason whatsoeverkept confidential.

Secret Processes and Confidential Information. For the Employment Term and thereafter, (a) the Employee will not divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to the extent required, after prompt notice to the Company of any such order), directly or indirectly, other than in the regular and proper course of business of the Company, any confidential knowledge or information with respect to the operations or finances of the Company, such as, but not limited to, client lists, system documentation, financial documentation, and proposal information, Company or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company and (b) the Employee will not use, directly or indirectly, any confidential information for the benefit of anyone other than the Company; provided, however, that the Employee has no obligation, express or implied, to refrain from using or disclosing to others any such knowledge or information which is or hereafter shall become available to the public other than through disclosure by the Employee. All new processes, techniques, know-how, inventions, plans, products, patents and devices developed, made or invented by the Employee, alone or with others, while an employee of the Company, shall be and become the sole property of the Company, unless released in writing by the Company, and the Employee hereby assigns any and all rights therein or thereto to the Company. During the term of this Agreement and thereafter, Employee shall not willfully take any action to disparage or criticize to any third parties any of the services of the Company or to commit any other action that injures or hinders the business relationships of the Company. During the term of this Agreement and thereafter, Employee shall not employ, solicit for employment or otherwise contract for the services of any employee of the Company or any of its Affiliates (as defined below) at the time of this Agreement or who shall subsequently become an employee of the Company or any of its Affiliates, provided that Employee shall not be prohibited from such solicitation or employment if such employee (a) initiated discussions with Employee without any direct or indirect solicitation from Employee, (b) responded to a general public solicitation, or (c) has terminated employment with the Company prior to commencement of discussions with Employee. All files, records, documents, memorandums, notes or other documents relating to the business of Company, whether prepared by Employee or otherwise coming into his possession in the course of the performance of his services under this Agreement, shall be the exclusive property of Company and shall be delivered to Company and not retained by Employee upon termination of this Agreement for any reason whatsoever.

Secret Processes and Confidential Information. For (a) The Executive agrees, during his employment with the Employment Term Company and thereafter, not to reveal to any person or entity any of the trade secrets or confidential information concerning the organization, business or finances of the Company or of any third party which the Company is under an obligation to keep confidential (a) the Employee will including but not divulgelimited to trade secrets or confidential information respecting inventions, transmit products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans or otherwise disclose (proposals), except as legally compelled may be required in the ordinary course of performing the Executive’s duties as an employee of the Company or as may be required by law (as determined in coordination with the Company’s lawyers) or by court order, and then only the Executive shall keep secret all matters entrusted to such Executive and shall not use or attempt to use any such information in any manner which may injure or cause loss or may be calculated to injure or cause loss whether directly or indirectly to the extent required, after prompt notice to Company. The restrictions on the Company Executive’s use or disclosure of any such order), directly or indirectly, other than in the regular and proper course of business of the Company, any confidential knowledge or information with respect to the operations or finances of the Company, such as, but not limited to, client lists, system documentation, financial documentation, and proposal information, or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company and (b) the Employee will not use, directly or indirectly, any confidential information for the benefit of anyone other than the Company; provided, however, that the Employee has no obligation, express or implied, to refrain from using or disclosing to others any shall remain in force until such knowledge or information which is or hereafter shall become becomes generally available to the public through no fault of the Executive. (b) Further, the Executive agrees that he shall not make, use or permit to be used any notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation or other materials of any nature relating to any matter within the scope of the business of the Company or concerning any of its dealings or affairs otherwise than through disclosure by f the Employeebenefit of the Company. All new processesThe Executive further agrees after the cessation of his employment with the Company, techniquesthe Executive shall not use or permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Company and that immediately upon the termination of his employment, the Executive shall deliver all of the foregoing, and all copies thereof, to the Company, at its main office. (c) If at any time during Executive’s employment with the Company, the Executive (either alone or with others) makes, conceives, discovers or reduces to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, inventions, plans, products, patents and devices secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright or similar statutes or subject to analogous protection) (herein called “Developments”) that (a) relate to the business of the Company or any customer of or supplier to the Company or any of the products or services being developed, made manufactured or invented sold by the EmployeeCompany or which may be used in relation therewith, alone (b) results from tasks assigned the Executive by the Company or (c) result from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company when used for Company purposes and not for incidental personal purposes, such Developments and the benefits thereof shall immediately become the sole and absolute property of the Company and its assigns, and the Executive shall promptly disclose to the Company (or any persons designated by it) each such Development and hereby assigns any rights the Executive may have or acquire in the Developments and benefits and/or rights resulting therefrom to the Company and its assigns without further compensation and shall communicate, without cost or delay, and without publishing the same, all available information relating thereto (with othersall necessary plans and models) to the Company. Upon disclosure of each Development to the Company, while an employee the Executive will, during his employment with the Company and at any time thereafter, at the request and cost of the Company, shall be sign, execute, make and become do all such deeds, documents, acts and things as the sole property Company and its duly authorized agents may reasonably require: (i) to apply for, obtain and vest in the name of the Company alone (unless the Company otherwise directs) letters patent, copyrights or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same; and (ii) to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyright or other analogous protection. In the event the Company is unable, after reasonable effort, to secure the Executive’s signature on any letters patent, copyright or other analogous protection relating to a Development, whether because of the Executive’s physical or mental incapacity or for any other reason whatsoever, the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as its agent and attorney-in-fact, to act for and in the Executive’s behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright or other analogous protection thereon with the same legal force and effect as if executed by the Executive. (d) Upon the request of, and, in any event, upon termination of the Executive’s employment with the Company, unless released the Executive shall promptly deliver to the Company all documents, data, records, notes, drawings, manuals and all other tangible information in writing by whatever form which pertains to the Company, and the Employee hereby assigns Executive will not retain any and all rights therein such information or thereto to the Company. During the term of this Agreement and thereafterany reproduction or excerpt thereof, Employee shall not willfully take any action to disparage or criticize to any third parties any other than copies of the services of the Company Executive’s personal notes so long as such notes are not useful to or to commit any other action that injures or hinders the business relationships used by a competitor of the Company. All files. (e) The Executive agrees that as a further condition of employment he will execute the Company’s standard Employee Non-Disclosure, records, documents, memorandums, notes or other documents relating to the business of Company, whether prepared by Employee or otherwise coming into his possession in the course of the performance of his services under this Agreement, shall be the exclusive property of Company and shall be delivered to Company and not retained by Employee upon termination of this Non-Competition & Non-Solicitation Agreement for any reason whatsoever(enclosed).

Secret Processes and Confidential Information. (a) For the Employment Term and thereafter, (ai) the Employee will not divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to the extent required, after prompt notice to the Company of any such order), directly or indirectly, other than in the regular and proper course of business of the CompanyCompany or as required by law, any confidential knowledge or information with respect to the operations operation or finances of the Company, such asincluding without limitation, but not limited toinventions, client listsproducts, system documentationmachinery, financial documentation, and proposal information, or with respect to confidential or secret processes, servicesmethods, techniques, customers or plans with respect to the Company compositions, projects, developments, plans, financial data, personnel data, computer programs and customer and supplier lists (collectively, "Confidential Information"), and (bii) the Employee will not use, directly or indirectly, any confidential information Confidential Information for the benefit of anyone other than the Company; provided, however, that the Employee has no obligation, express or implied, to refrain from using or disclosing to others any such knowledge or information which is or hereafter shall become available to the public other than through disclosure by the Employee. The Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, program listings or other written, photographic, or other tangible material containing Confidential Information, whether created by the Employee or others, which shall come into his custody or possession, shall be and are the exclusive property of the Company to be used by the Employee only in the performance of his duties for the Company. (b) All new processes, techniques, know-how, inventions, improvements, discoveries, methods, plans, products, works of authorship, patents and devices developed, made or invented by the Employee, alone or with others, whether patentable or not, while an employee of the CompanyCompany (collectively, the "Developments"), shall become and be and become the sole property of the Company, Company unless released in writing by the Company. The Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all his right, title and interest in and to all Developments and all related patents, patent applications, copyrights and copyright applications. In addition, the Employee agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights and patents (both in the United States and foreign countries) relating to Developments. The Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company reasonably may deem necessary or desirable in order to protect its rights and interests in any Development. (c) Notwithstanding the foregoing, if the Employee hereby assigns is required to disclose or divulge Confidential Information pursuant to any and all rights therein subpoena or thereto to other judicial process he will promptly so notify the Company. During , and if so requested by the term of this Agreement and thereafterCompany, Employee shall not willfully take any action to disparage or criticize to any third parties any of the services of will assist the Company in seeking a protective order with respect thereto. If the Company cannot or chooses not to commit any other action obtain such a protective order, the Employee will divulge only such Confidential Information as he is advised by his counsel is required to be disclosed, and will use his best efforts to ensure that injures or hinders the business relationships balance of the Company. All files, records, documents, memorandums, notes or other documents relating to the business of Company, whether prepared by Employee or otherwise coming into his possession in the course of the performance of his services under this Agreement, shall such Confidential Information will be the exclusive property of Company and shall be delivered to Company and not retained by Employee upon termination of this Agreement for any reason whatsoeverkept confidential.

Secret Processes and Confidential Information. (a) For the Employment Term and thereafter, (ai) the Employee will not divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to the extent required, after prompt notice to the Company of any such order), directly or indirectly, other than in the regular and proper course of business of the CompanyCompany or as required by law, any confidential knowledge or information with respect to the operations business, operation or finances of the Company, such asincluding without limitation, but not limited toinventions, client listsproducts, system documentationmachinery, financial documentation, and proposal information, or with respect to confidential or secret processes, servicesmethods, techniques, customers or plans with respect to the Company compositions, projects, developments, plans, financial data, personnel data, computer programs and customer and supplier lists (collectively, "Confidential Information"), and (bii) the Employee will not use, ------------------------ directly or indirectly, any confidential information Confidential Information for the benefit of anyone other than the Company; provided, however, that the Employee has no obligation, express or implied, to refrain from using or disclosing to others any such knowledge or information which is or hereafter shall become generally available to the public other than through disclosure by the EmployeeEmployee or which is received by the Employee from a third party who has the lawful right to make such disclosure without restriction. The Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, program listings or other written, photographic, or other tangible material containing Confidential Information, whether created by the Employee or others, which shall come into his custody or possession, shall be and are the exclusive property of the Company to be used by the Employee only in the performance of his duties for the Company. (b) All new processes, techniques, know-how, inventions, improvements, discoveries, methods, plans, products, works of authorship, patents and devices developed, made or invented by the Employee, alone or with others, whether patentable or not, while an employee of the CompanyCompany (collectively, the "Developments"), shall become and be and become the sole property of the Company, Company unless ------------- released in writing by the Company. The Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all his right, title and interest in and to all Developments and all related patents, patent applications, copyrights and copyright applications. In addition, the Employee agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights and patents (both in the United States and foreign countries) relating to Developments. The Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The Employee also hereby waives all claims to moral rights in any Development. (c) Notwithstanding the foregoing, if the Employee hereby assigns is required to disclose or divulge Confidential Information pursuant to any and all rights therein subpoena or thereto to other judicial process he will promptly so notify the Company. During , and if so requested by the term of this Agreement and thereafterCompany, Employee shall not willfully take any action to disparage or criticize to any third parties any of the services of will assist the Company in seeking a protective order with respect thereto. If the -58- Company cannot or chooses not to commit any other action obtain such a protective order, the Employee will divulge only such Confidential Information as he is advised by his counsel is required to be disclosed, and will use his best efforts to ensure that injures or hinders the business relationships balance of the Company. All files, records, documents, memorandums, notes or other documents relating to the business of Company, whether prepared by Employee or otherwise coming into his possession in the course of the performance of his services under this Agreement, shall such Confidential Information will be the exclusive property of Company and shall be delivered to Company and not retained by Employee upon termination of this Agreement for any reason whatsoeverkept confidential.

Secret Processes and Confidential Information. For the Employment Term and thereafter, (a) Chairman agrees, whether during or after his employment pursuant to this Agreement or thereafter, not to reveal to any person or entity any of the Employee will trade secrets or confidential information concerning the organization, business or finances of the Company or of any third party which the Company is under an obligation to keep confidential (including but not divulgelimited to trade secrets or confidential information respecting inventions, transmit products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans or otherwise disclose (proposals), except as legally compelled may be required in the ordinary course of performing Chairman’s duties as an employee of the Company or as may be required by law (as determined in coordination with the Company’s lawyers) or by court order, and then only Chairman shall keep secret all matters entrusted to such Chairman and shall not use or attempt to use any such information in any manner which may injure or cause loss or may be calculated to injure or cause loss whether directly or indirectly to the extent required, after prompt notice to the Company Company. The restrictions on Chairman’s use or disclosure of any such order), directly or indirectly, other than in the regular and proper course of business of the Company, any confidential knowledge or information with respect to the operations or finances of the Company, such as, but not limited to, client lists, system documentation, financial documentation, and proposal information, or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company and (b) the Employee will not use, directly or indirectly, any confidential information for the benefit of anyone other than the Company; provided, however, that the Employee has no obligation, express or implied, to refrain from using or disclosing to others any shall remain in force until such knowledge or information which is or hereafter shall become becomes generally available to the public through no fault of Chairman. (b) Further, Chairman agrees that he shall not make, use or permit to be used any notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation or other materials of any nature relating to any matter within the scope of the business of the Company or concerning any of its dealings or affairs otherwise than through disclosure by or the Employeebenefit of the Company. All new processesChairman further agrees that he shall not use or permit to be used any such notes, techniquesmemoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Company and that immediately upon the termination of this Agreement, Chairman shall deliver all of the foregoing, and all copies thereof, to the Company, at its main office. (c) If at any time or times during his employment with the Company, Chairman (either alone or with others) makes, conceives, discovers or reduces to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, inventions, plans, products, patents and devices secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright or similar statutes or subject to analogous protection) (herein called “Developments”) that (a) relate to the business of the Company or any customer of or supplier to the Company or any of the products or services being developed, made manufactured or invented sold by the EmployeeCompany or which may be used in relation therewith, alone (b) results from tasks assigned Chairman by the Company or (c) result from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company when used for Company purposes and not for incidental personal purposes, such Developments and the benefits thereof shall immediately become the sole and absolute property of the Company and its assigns, and Chairman shall promptly disclose to the Company (or any persons designated by it) each such Development and hereby assigns any rights Chairman may have or acquire in the Developments and benefits and/or rights resulting therefrom to the Company and its assigns without further compensation and shall communicate, without cost or delay, and without publishing the same, all available information relating thereto (with othersall necessary plans and models) to the Company. Upon disclosure of each Development to the Company, while an employee Chairman will, during his employment with the Company and at any time thereafter, at the request and cost of the Company, shall be sign, execute, make and become do all such deeds, documents, acts and things as the sole property Company and its duly authorized agents may reasonably require: (i) to apply for, obtain and vest in the name of the Company alone (unless the Company otherwise directs) letters patent, copyrights or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same; and (ii) to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyright or other analogous protection. In the event the Company is unable, after reasonable effort, to secure Chairman’s signature on any letters patent, copyright or other analogous protection relating to a Development, whether because of Chairman’s physical or mental incapacity or for any other reason whatsoever, Chairman hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as its agent and attorney-in-fact, to act for and in Chairman’s behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright or other analogous protection thereon with the same legal force and effect as if executed by Chairman. (d) Upon the request of, and, in any event, upon termination of Chairman’s employment with the Company, unless released Chairman shall promptly deliver to the Company all documents, data, records, notes, drawings, manuals and all other tangible information in writing by whatever form which pertains to the Company, and the Employee hereby assigns Chairman will not retain any and all rights therein such information or thereto any reproduction or excerpt thereof, other than copies of Chairman’s personal notes so long as such notes are not useful to the Company. During the term of this Agreement and thereafter, Employee shall not willfully take any action to disparage or criticize to any third parties any of the services of the Company or to commit any other action that injures or hinders the business relationships used by a competitor of the Company. All files, records, documents, memorandums, notes or other documents relating to the business of Company, whether prepared by Employee or otherwise coming into his possession in the course of the performance of his services under this Agreement, shall be the exclusive property of Company and shall be delivered to Company and not retained by Employee upon termination of this Agreement for any reason whatsoever.

Secret Processes and Confidential Information. For the Employment Term and thereafter, (a) the Employee Consultant will not divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to the extent required, after prompt notice to the Company of any such order), directly or indirectly, other than in the regular and proper course of business of the Company, any confidential knowledge or information with respect to the operations or finances of the Company, such as, but not limited to, client lists, system documentation, financial documentation, and proposal information, Company or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company and (b) the Employee Consultant will not use, directly or indirectly, any confidential information for the benefit of anyone other than the Company; provided, however, that the Employee Consultant has no obligation, express or implied, to refrain from using or disclosing to others any such knowledge or information which is or hereafter shall become available to the public other than through disclosure by the EmployeeConsultant. All new processes, techniques, know-how, inventions, plans, products, patents and devices developed, made or invented by the EmployeeConsultant, alone or with others, while an employee a consultant of the Company, shall be and become the sole property of the Company, unless released in writing by the Company, and the Employee Consultant hereby assigns any and all rights therein or thereto to the Company. During the term of this Agreement and thereafter, Employee the Consultant shall not willfully take any action to disparage or criticize to any third parties any of the services of the Company or to commit any other action that injures or hinders the business relationships of the Company. All files, records, documents, memorandums, notes or other documents relating to the business of Company, whether prepared by Employee the Consultant or otherwise coming into his possession in the course of the performance of his services under this Agreement, shall be the exclusive property of Company and shall be delivered to the Company and not retained by Employee the Consultant upon termination of this Agreement for any reason whatsoever.

Secret Processes and Confidential Information. For the Employment Term --------------------------------------------- and thereafter, (a) the Employee will not divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to the extent required, after prompt notice to the Company of any such order), directly or indirectly, other than in the regular and proper course of business of the CompanyCompany or its affiliates or as required by law, any confidential knowledge or information with respect to the operations operation or finances of the Company, such as, but not limited to, client lists, system documentation, financial documentation, and proposal information, Company or its affiliates or with respect to confidential or secret processes, services, techniques, customers machinery, customers, plans and products manufactured or plans with respect to sold by the Company or its affiliates (collectively, "Confidential Information") and (b) the Employee will not use, directly or indirectly, any confidential information Confidential Information for the benefit of anyone other than the CompanyCompany or its affiliates; provided, however, that the Employee has no obligation, express or implied, to refrain from using or disclosing to others any such knowledge or information which is or hereafter shall become available to the public other than through disclosure by the Employee. All new processes, techniques, know-how, inventions, plans, products, patents and devices developed, made or invented by the Employee, alone or with others, while an employee of the CompanyCompany or its affiliates, are hereby assigned to the Company and shall become and be and become the sole property of the Company, Company unless released in writing by the Company. Notwithstanding the foregoing, if the Employee is required to disclose or divulge Confidential Information pursuant to any subpoena or other judicial process he will promptly so notify the Company, and the Employee hereby assigns any and all rights therein or thereto to the Company. During the term of this Agreement and thereafter, Employee shall not willfully take any action to disparage or criticize to any third parties any of the services of if so requested by the Company or its affiliates, will assist the Company or its affiliates in seeking a protective order with respect thereto. If the Company cannot or chooses not to commit any other action obtain such a protective order, the Employee will divulge only such Confidential Information as he is advised by his counsel is required to be disclosed, and will use his best efforts to ensure that injures or hinders the business relationships balance of the Company. All files, records, documents, memorandums, notes or other documents relating to the business of Company, whether prepared by Employee or otherwise coming into his possession in the course of the performance of his services under this Agreement, shall such Confidential Information will be the exclusive property of Company and shall be delivered to Company and not retained by Employee upon termination of this Agreement for any reason whatsoeverkept confidential.

Secret Processes and Confidential Information. (a) For the Employment Term and thereafter, (ai) the Employee will not divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to the extent required, after prompt notice to the Company of any such order), directly or indirectly, other than in the regular and proper course of business of the CompanyCompany or as required by law, any confidential knowledge or information with respect to the operations business, operation or finances of the Company, such asincluding without limitation, but not limited toinventions, client listsproducts, system documentationmachinery, financial documentation, and proposal information, or with respect to confidential or secret processes, servicesmethods, techniques, customers or plans with respect to the Company compositions, projects, developments, plans, financial data, personnel data, computer programs and customer and supplier lists (collectively, "Confidential Information"), and (bii) the Employee will not use, ------------------------ directly or indirectly, any confidential information Confidential Information for the benefit of anyone other than the Company; provided, however, that the Employee has no obligation, express or implied, to refrain from using or disclosing to others any such knowledge or information which is or hereafter shall become generally available to the public other than through disclosure by the EmployeeEmployee or which is received by the Employee from a third party who has the lawful right to make such disclosure without restriction. The Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, program listings or other written, photographic, or other tangible material containing Confidential Information, whether created by the Employee or others, which shall come into her custody or possession, shall be and are the exclusive property of the Company to be used by the Employee only in the performance of her duties for the Company. (b) All new processes, techniques, know-how, inventions, improvements, discoveries, methods, plans, products, works of authorship, patents and devices developed, made or invented by the Employee, alone or with others, whether patentable or not, while an employee of the CompanyCompany (collectively, the "Developments"), shall become and be and become the sole property of the Company, Company unless ------------- released in writing by the Company. The Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all her right, title and interest in and to all Developments and all related patents, patent applications, copyrights and copyright applications. In addition, the Employee agrees to cooperate fully with the Company, both during and after her employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights and patents (both in the United States and foreign countries) relating to Developments. The Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The Employee also hereby waives all claims to moral rights in any Development. (c) Notwithstanding the foregoing, if the Employee hereby assigns is required to disclose or divulge Confidential Information pursuant to any and all rights therein subpoena or thereto to other judicial process she will promptly so notify the Company. During , and if so requested by the term of this Agreement and thereafterCompany, Employee shall not willfully take any action to disparage or criticize to any third parties any of the services of will assist the Company in seeking a protective order with respect thereto. If the -49- Company cannot or chooses not to commit any other action obtain such a protective order, the Employee will divulge only such Confidential Information as she is advised by her counsel is required to be disclosed, and will use her best efforts to ensure that injures or hinders the business relationships balance of the Company. All files, records, documents, memorandums, notes or other documents relating to the business of Company, whether prepared by Employee or otherwise coming into his possession in the course of the performance of his services under this Agreement, shall such Confidential Information will be the exclusive property of Company and shall be delivered to Company and not retained by Employee upon termination of this Agreement for any reason whatsoeverkept confidential.

Secret Processes and Confidential Information. For the Employment Term and thereafter, (a) the Employee will not divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to the extent required, required after prompt notice to the Company of any such order), directly or indirectly, other than in the regular and proper course of business of the Company, any confidential knowledge or information with respect to the operations or finances of the Company, such as, but not limited to, client lists, system documentation, financial documentation, and proposal information, Company or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company and (b) the Employee will not use, directly or indirectly, any confidential information for the benefit of anyone other than the Company; provided, provided however, that the Employee has no obligation, express or implied, to refrain from using or disclosing to others any such knowledge or information which is or hereafter shall become available to the public other than through disclosure by the Employee. All new processes, techniques, know-how, inventions, plans, products, patents and devices developed, made or invented by the Employee, alone or with others, while an employee of the Company, shall be and become the sole property of the Company, unless released in writing by the Company, and the Employee hereby assigns any and all rights therein or thereto to the Company. During the term of this Agreement and thereafter, Employee shall not willfully take any action to disparage or criticize to any third parties any of the services of the Company or to commit any other action that injures or hinders the business relationships of the Company. All files, records, documents, memorandums, notes or other documents relating to the business of Company, whether prepared by Employee or otherwise coming into his this possession in the course of the performance of his services under this Agreement, shall be the exclusive property of Company and shall be delivered to Company and not retained by Employee upon termination of this Agreement for any reason whatsoever. The provisions of this section requiring assignment of inventions to the Company do not apply to any invention which qualifies fully under the provisions of California Labor Code Section 2870 (attached hereto as Exhibit A).

Secret Processes and Confidential Information. (a) For the Employment Term and thereafter, (ai) the Employee will not divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to the extent required, after prompt notice to the Company of any such order), directly or indirectly, other than in the regular and proper course of business of the CompanyCompany or as required by law, any confidential knowledge or information with respect to the operations business, operation or finances of the Company, such asincluding without limitation, but not limited toinventions, client listsproducts, system documentationmachinery, financial documentation, and proposal information, or with respect to confidential or secret processes, servicesmethods, techniques, customers or plans with respect to the Company compositions, projects, developments, plans, financial data, personnel data, computer programs and customer and supplier lists (collectively, "Confidential Information"), and (bii) the Employee will not use, ------------------------ directly or indirectly, any confidential information Confidential Information for the benefit of anyone other than the Company; provided, however, that the Employee has no obligation, express or implied, to refrain from using or disclosing to others any such knowledge or information which is or hereafter shall become generally available to the public other than through disclosure by the EmployeeEmployee or which is received by the Employee from a third party who has the lawful right to make such disclosure without restriction. The Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, program listings or other written, photographic, or other tangible material containing Confidential Information, whether created by the Employee or others, which shall come into his custody or possession, shall be and are the exclusive property of the Company to be used by the Employee only in the performance of his duties for the Company. (b) All new processes, techniques, know-how, inventions, improvements, discoveries, methods, plans, products, works of authorship, patents and devices developed, made or invented by the Employee, alone or with others, whether patentable or not, while an employee of the CompanyCompany (collectively, the "Developments"), shall become and be and become the sole property of the Company, Company unless ------------- released in writing by the Company. The Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all his right, title and interest in and to all Developments and all related patents, patent applications, copyrights and copyright applications. In addition, the Employee agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights and patents (both in the United States and foreign countries) relating to Developments. The Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The Employee also hereby waives all claims to moral rights in any Development. (c) Notwithstanding the foregoing, if the Employee hereby assigns is required to disclose or divulge Confidential Information pursuant to any and all rights therein subpoena or thereto to other judicial process he will promptly so notify the Company. During , and if so requested by the term of this Agreement and thereafterCompany, Employee shall not willfully take any action to disparage or criticize to any third parties any of the services of will assist the Company in seeking a protective order with respect thereto. If the Company cannot or chooses not to commit any other action obtain such a protective order, the Employee will divulge only such Confidential Information as he is advised by his counsel is required to be disclosed, and will use his best efforts to ensure that injures or hinders the business relationships balance of the Company. All files, records, documents, memorandums, notes or other documents relating to the business of Company, whether prepared by Employee or otherwise coming into his possession in the course of the performance of his services under this Agreement, shall such Confidential Information will be the exclusive property of Company and shall be delivered to Company and not retained by Employee upon termination of this Agreement for any reason whatsoeverkept confidential.

Secret Processes and Confidential Information. For During the Employment Term and thereafter, (a) the Employee will not use or divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to the extent required, after prompt notice to the Company of any such order), directly or indirectly, other than in the regular and proper course of business of the Company, any confidential knowledge information, know how, process, technique, plan invention, trade secret or other non-public information used by or regarding the Company or its business (collectively, "Information"), provided that, if the Employee is required to divulge any such information in order to comply with respect applicable laws, governmental regulations or legal subpoena, the Employee may do so without violation hereof if the Employee provides prior timely written notice thereof to the operations or finances of the Company, provides the Company with ample opportunity to object to such as, but not limited to, client lists, system documentation, financial documentationdisclosure at its expense, and proposal information, or with respect takes reasonable and lawful actions to confidential or secret processes, services, techniques, customers or plans with respect to avoid and/or minimize the Company extent of such disclosure and (b) the Employee will not use, directly or indirectly, any confidential information for the benefit of anyone other than the Companyprovided further; provided, however, that the Employee has no obligation, express or implied, to refrain from using or disclosing to others any such knowledge or information Information which is hereafter or hereafter shall become available to the public other than through disclosure by the Employee. All new processes, techniques, know-how, inventions, plans, products, patents and devices developed, made or invented by the Employee, alone or with others, while an employee of the Company, shall become and be and become the sole property of the Company, Company unless released in writing by the Company, . During the Employment Term and thereafter the Employee hereby assigns agrees to take all actions reasonably requested by the Company, at its expense, to validly vest or transfer, if appropriate, legal title to any such processes, techniques, know-how, inventions, plans, products, patents and all rights therein or thereto devices in and to the Company. During the term of this Agreement and thereafter, Employee shall not willfully take any action to disparage or criticize to any third parties any of the services of the Company or to commit any other action that injures or hinders the business relationships of the Company. All files, records, documents, memorandums, notes or other documents relating to the business of Company, whether prepared by Employee or otherwise coming into his possession in the course of the performance of his services under this Agreement, shall be the exclusive property of Company and shall be delivered to Company and not retained by Employee upon termination of this Agreement for any reason whatsoever.