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EXHIBIT 10.16
CONFIDENTIALITY/INTELLECTUAL PROPERTY RESTRICTIONS AND
NON-COMPETE
I. CONFIDENTIALITY/INTELLECTUAL
PROPERTY RESTRICTIONS
1. During
Employee's employment and at all times thereafter, Employee
agrees to keep
in the strictest confidence, agrees to refrain from
disclosing or
divulging to any person, firm or corporation, and agrees to
refrain from
using directly or indirectly, for his or her benefit or for
the benefit of
others, any information which is or ought to be treated as
Confidential
Information. Employee agrees that, except as directed by the
Company, the
Employee will not at any time, whether during or after his or
her employment
with the Company, disclose to any person any Confidential
Information, or
permit any person to examine and/or make copies of any
documents or
other tangible items which contain or are derived from
Confidential
Information, whether prepared by the Employee or otherwise
coming into the
Employee's possession or control. Said documents may be in
either human or
computer readable form, including, but not limited to
software, source
code, hex code, or an other form. Employee further
acknowledges and
agrees that a document or other tangible item need not be
expressly marked
or designated as "Confidential" in order for it to be
considered
Confidential Information and the Employee agrees to use his or
her best
judgment in this regard and to proceed on the assumption that
all
information to
which he or she is exposed by virtue of his or her
employment,
whether directly from the Company or not, is to be considered
Confidential
Information of the Company. Notwithstanding the provisions
contained
herein, Employee may disclose Confidential Information: (a) in
the course of
carrying out his or her duties as an employee, provided that
such disclosures
are made in accordance with Company policy as currently in
effect at the
time of the disclosure; or (b) when required to do so by a
court of law, by
any governmental agency having supervisory authority over
the business of
the Company or by any administrative or legislative body
(including a
committee thereof) with apparent jurisdiction to order
Employee to
divulge, disclose or make accessible such information. If any
such body
described herein requests the Employee to reveal or make
accessible much
information, the Employee must promptly provide Concord
Camera Corp.'s
Chief Executive Officer with written notice of the request
so that the
Company may exhaust its rights before any court or
administrative
tribunal to prohibit disclosure.
2. As used
herein, the term "Confidential Information" includes, but is
not
limited to, all
information relating to: (A) the Company's business affairs
and operations
(unless otherwise available as public information due to no
fault of
Employee), including but not limited to, (i) vendors, suppliers
and customers of
the Company (including mailing lists, credit card or
charge card
numbers, price and mark-up determinations, sales or sales
trends, and
costs of products or services paid by the Company),(ii) Company
budgets,
business plans and marketing plans, and (iii) any proprietary
products or
processes or any other confidential or non-public information
or material
concerning the copyrights, trademarks, trade names, service
marks,
inventions, patents, products, suppliers or customers of the
Company; and (B)
all confidential information relating to any third party
with whom the
Company is under an obligation of confidentiality.
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3. In connection
with the Employee's obligations: (a) the Employee shall
keep all papers
and other tangible items relating to the Company and its
products and
processes and the Employee's responsibilities and duties
herein at the
principal place of business of the Company or at such other
place as may be
designated by the Company from time to time, and (b) upon
the termination
of his or her employment, Employee will deliver to the
Company all
documents, papers, records, files, recordings, digital and
electronic
stored information, computer or word processing software and
other material
containing Confidential Information, and will retain no
copy, duplicate,
summary or description thereof.
4. All
copyrights, trademarks, trade names, service marks, inventions,
processes and
intangible or intellectual property rights that may be
invented,
conceived, developed or enhanced by the Employee during the
term
of his or her
employment with the Company that relate to the business or
operations of
the Company or that result from any work performed by the
Employee for the
Company or using Company assets shall be the sole property
of the Company,
and the Employee hereby waives any right or interest that
he or she may
otherwise have in respect thereof. Upon the request of the
Company,
Employee shall execute, acknowledge, deliver and file any
instrument or
document, and do all other acts and things necessary or
appropriate in
the opinion of the Company to confirm the Company's title or
assign such
title to such inventions and its rights to obtain and maintain
letters
paten
