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EXHIBIT 10.19
CONFIDENTIALITY & RESTRICTIVE COVENANTS
1.
CONFIDENTIALITY.
(a) The
Executive acknowledges that in the course of carrying out,
performing and fulfilling his obligations
to the Corporation hereunder, the
Executive will have access to and will be
entrusted with information that would
reasonably be considered confidential to
the Corporation or its Affiliates, the
disclosure of which to competitors of the
Corporation or its Affiliates or to
the general public, will be highly
detrimental to the best interests of the
Corporation or its Affiliates. Such
information includes, without limitation,
trade secrets, know-how, marketing plans
and techniques, cost figures, client
lists, software, and information relating
to employees, suppliers, customers and
persons in contractual relationship with
the Corporation. Except as may be
required in the course of carrying out his
duties hereunder, the Executive
covenants and agrees that he will not
disclose, for the duration of this
Agreement or at any time thereafter, any of
such information to any person,
other than to the directors, officers,
employees or agents of the Corporation
that have a need to know such information,
nor shall the Executive use or
exploit, directly or indirectly, such
information for any purpose other than for
the purposes of the Corporation, nor will
he disclose nor use for any purpose,
other than for those of the Corporation or
its Affiliates or any other
information which he may acquire during his
employment with respect to the
business and affairs of the Corporation or
its Affiliates. Notwithstanding all
of the foregoing, the Executive shall be
entitled to disclose such information
if required pursuant to a subpoena or order
issued by a court, arbitrator or
governmental body, agency or official,
provided that the Executive shall first
have:
(i) notified the
Corporation;
(ii) consulted with
the Corporation on the advisability of taking
steps to resist such requirements;
(iii) if the disclosure is required or deemed advisable,
cooperate
with the Corporation in an attempt to obtain an order or other
assurance that such information will be accorded confidential
treatment.
(b) For
the purposes of this Agreement, "Affiliate" shall mean, with
respect to any person or entity (herein the
"first party"), any other person or
entity that directs or indirectly controls,
or is controlled by, or is under
common control with, such first party. The
term "control" as used herein
(including the terms "controlled by" and
"under common control with") means the
possession, directly or indirectly, of the
power to: (i) vote 50% or more of the
outstanding voting securities of such
person or entity, or (ii) otherwise direct
or significantly influence the management
or policies of such person or entity
by contract or otherwise.
2.
INVENTIONS. The
Executive acknowledges and agrees that all right,
title and interest in and to any
information, trade secrets, advances,
discoveries, improvements, research
materials and data bases made or
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conceived by the Executive prio
