Common use of Trade Secrets and Proprietary Rights Clause in Contracts

Trade Secrets and Proprietary Rights. A. Executive shall not at any time or in any manner, even if this agreement has been terminated, either directly or indirectly, divulge, disclose or communicate to any person, firm, corporation, or other entity in any manner whatsoever any information concerning any matters affecting or relating to the business of the Company, including without limitation, any of its customers, the prices it obtains or has obtained from the sale of, or at which it sells or has sold, its products, or any other information concerning the business of the Company, its manner of operation, its plans, processes, or other data, including confidential information, irrespective of whether any or all of the above-stated matters will be deemed confidential, material, or important by others. The Company and Executive specifically and expressly stipulate that as between them, such matters are important, material, and confidential and gravely affect the effective and successful conduct of the business of the Company, and the Company's good will, and that any breach of the terms of this section shall be a material breach of this agreement. B. During the course of his employment with the Company, Executive may be producing software code(s) and other items related to computers and/or their peripherals. All inventions, designs, developments, formulas, patterns, devices, compilations of information, records and specifications, computer programs, hardware, software code and/or marketing programs (and any portions thereof) produced and/or conceived by the Executive while employed with the Company and/or that were conceived from the use of equipment, facilities, or other resources of the Company or which the Company possessed at the time of the execution of this agreement (all of the foregoing shall be collectively referred to as "Intellectual Property"), shall remain the sole and exclusive property of the Company. Intellectual Property shall also include any inventions, designs, developments, formulas, patterns, devices, compilations of information, records and specifications, computer programs, hardware, software code and/or marketing programs produced by Executive after the termination of the Executive-Company relationship to the extent such items relate in any fashion to an idea, concept or program which was originally conceived or produced while Executive was employed with the Company. The Executive shall promptly disclose and fully inform to the Company the details of all such Intellectual Property as soon as the same becomes known to Executive. For purposes of this agreement the terms "conceived" and "produced" shall be given the broadest possible interpretation and shall include any thought process during which an idea is created regardless of whether the idea as originally conceived or produced requires alteration to become practical or useful. C. Executive agrees that he has no past, present or future claim or right to ownership of any of the Intellectual Property, any current or future proceeds from the sale of any Intellectual Property or profits derived from the Intellectual Property by the Company or Executive, and/or any Intellectual Property currently belonging to the Company or Intellectual Property which is conceived of or produced by the Executive and which becomes property of the Company pursuant to the terms hereof. To the extent that the Executive may in the future attempt to claim any ownership interest in or legal right to the Intellectual Property or any portion thereof, any current or future proceeds from the sale of the Intellectual Property or the use thereof, and/or any Intellectual Property currently belonging to the Company or Intellectual Property which becomes property of the Company hereunder, Executive hereby expressly waives such claims regardless of whether such claims are now known or of an unknown origin and nature.

Trade Secrets and Proprietary Rights. A. Executive shall not at any time or in any manner, even if this agreement has been terminated, either directly or indirectly, divulge, disclose or communicate to any person, firm, corporation, or other entity in any manner whatsoever any information concerning any matters affecting or relating to the business of the Company, including without limitation, any of its customers, the prices it obtains or has obtained from the sale of, or at which it sells or has sold, its products, or any other information concerning the business of the Company, its manner of operation, its plans, processes, or other data, including confidential information, irrespective of whether any or all of the above-stated matters will be deemed confidential, . material, or important by others. The Company and Executive specifically and expressly stipulate that as between them, such matters are important, material, and confidential and gravely affect the effective and successful conduct of the business of the Company, and the Company's good will, and that any breach of the terms of this section shall be a material breach of this agreement. B. During the course of his employment with the Company, Executive may be producing software code(s) and other items related to computers and/or their peripherals. All inventions, designs, developments, . formulas, . patterns, devices, . compilations of information, records and specifications, computer programs, hardware, software code and/or marketing programs (and any portions thereof) produced and/or conceived by the Executive while employed with the Company and/or that were conceived from the use of equipment, facilities, or other resources of the Company or which the Company possessed at the time of the execution of this agreement (all of the foregoing shall be collectively referred to as "Intellectual intellectual Property"), shall remain the sole and exclusive property of the Company. Intellectual Property shall also include any inventions, designs, . developments, formulas, patterns, devices, compilations of information, records and specifications, computer programs, hardware, . software code and/or marketing programs produced by Executive after the termination of the Executive-Company relationship to the extent such items relate in any fashion to an idea, concept or program which was originally conceived or produced while Executive was employed with the Company. The Executive shall promptly disclose and fully inform to the Company the details of all such Intellectual Property as soon as the same becomes become known to Executive. For purposes of this agreement the terms "conceived" conceived and "produced" shall be given the broadest possible interpretation and shall include any thought process during which an idea is created regardless of whether the idea as originally conceived or produced requires alteration to become practical or useful. C. Executive agrees that he has no past, . present or future claim or right to ownership of any of the Intellectual Property, any current or future proceeds from the sale of any Intellectual Property or profits derived from the Intellectual Property by the Company or Executive, and/or any Intellectual Property currently belonging to the Company or Intellectual Property which is conceived of or produced by the Executive and which becomes property of the Company pursuant to the terms hereof. To the extent that the Executive may in the future attempt to claim any ownership interest in or legal right to the Intellectual Property or any portion thereof, any current or future proceeds from the sale of the Intellectual Property or the use thereof, and/or any Intellectual Property currently belonging to the Company or Intellectual Property which becomes property of the Company hereunder, Executive hereby expressly waives such claims regardless of whether such claims are now known or of an unknown origin and nature.