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EMPLOYEE CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
In consideration of my employment with Gallatin Publishing Company, Inc. (“GPC”), I agree as follows: (a) I will not disclose or make available to anyone not employed or affiliated with GPC or with GrandDesign any Confidential Information; (b) I will safeguard all Confidential Information at all times, regardless of my employment status or relationship with GPC or GranDesign, so it is not exposed to or taken by unauthorized persons; (c) For purposes of this Agreement, I understand that “Confidential Information” includes any and all information pertaining or relating to the GranDesign software, including its marketing, advertising and sales plan, functions, uses, any and all user names and passwords, GPC or GranDesign customer bids, quotes, proposals, prices charged by or to GPC or by or to GranDesign, selling practices, business methods and techniques, pricing lists, customer requirements, financial information and statements, and information concerning relationships between GPC and its customers. (d) I further agree that any and all ideas, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the like, which I develop, conceive, create, discover, learn, produce and/or otherwise generate, whether individually or otherwise, during the time that I am employed by GPC or GranDesign, whether or not during working hours, that relate to (i) GranDesign software, (ii) GPC's or GranDesign’s anticipated research or development of GranDesign software, or (iii) any work performed by Employee for GPC or GranDesign in furtherance of GranDesign software, shall be the sole and exclusive property of GranDesign, and GranDesign shall own any and all right, title and interest to such. I hereby assign and agree to assign to GranDesign any and all right, title and interest in and to any such ideas, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the like, whenever requested to do so by GranDesign, at GranDesign’s expense, and I agree to execute any and all applications, assignments or other instruments which GPC deems desirable or necessary to protect such interests. (e) I agree that upon termination of my employment, and thereafter, I will promptly deliver to GranDesign, as applicable, all materials in my possession or control which contain any such Confidential Information and all other property of GranDesign or an Affiliate in my possession or control.
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