Inventions

I. Purpose

This policy prohibits the unauthorized disclosure of confidential or proprietary information about the Company or its customers.

"Confidential Information" means the Company's confidential, secret or proprietary information, trade secrets or knowhow, or information not generally available to the public, including but not limited to the Company's internal management and financial reports, budgets, business plans, corporate strategies or unannounced information regarding potential mergers, acquisitions or divestitures; new inventions, discoveries and improvements; information related to trademarks, ideas and processes; products and services specifications, applications, instructions, drawings, sketches, plans, written descriptions, product performance information, manufacturing methods, manufacturing or field operating processes or procedures; market information; customer lists and contacts; prices paid or received for goods or services; and similar information.

"Inventions" means any and all ideas, processes, inventions, or improvements that (a) relate to the business of the Company and (b) are made or conceived by an employee during his or her employment with the Company or by using the resources of the Company.

II. Policy

Our employees must maintain the confidentiality of certain of the Company's information while employed and following termination of employment.

Employees will not, during or after their employment by, or other affiliation with, the Company (a) disclose Confidential Information to any third party, except where an undertaking has been obtained by an officer of the Company from a third party to maintain such information as confidential and not to use such information except as intended by the Company or (b) use, except on behalf of the Company and in accordance with Company policy, any Confidential Information. Employees will, upon termination of their employment by, or other affiliation with, the Company, return to the Company all Confidential Information and all copies thereof. Employees will return to the Company all other Company property then in their possession or control, even if not confidential or secret, such as correspondence, files, and manuals.

Every idea, process, trademark, Invention or improvement conceived by an employee which relates to Company's business, or which was done with the resources of the company shall be the exclusive property of the Company. Subject to any requirements of applicable law to the contrary, employees who are employed in a technical or engineering capacity or in a capacity in which they may reasonably be expected to make technical or engineering developments are required to disclose and assign to the Company, if so requested, their entire right, title, and interest in and to Inventions.

In addition to administering its progressive discipline policy, in the event an individual breaches this policy, the Company shall be entitled to seek injunctive relief to stop the individual's activities as well as all other legal remedies available.

III. Procedure

All salaried exempt employees and all hourly non-exempt employees will be required to sign a confidentiality agreement at time of hire. Alleged violations of this Policy will be investigated by the Compliance Committee with the assistance of the Legal Department to determine appropriate action to be taken.

Last updated 26 Jan 2005

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