Dell 1999 Annual Report Download - page 42

in disclosure statements submitted to Dell. Under Schedule A, I have
listed the titles of all my ideas, inventions, improvements, works of
authorship, and discoveries, patented or unpatented, copyrighted or not
copyrighted, that have been completed or are in progress at the date of
this Agreement. As a matter of establishing a record, these ideas,
inventions, improvements, works of authorship, and discoveries that are
in progress have been fully described by me in the disclosure
statements I have attached to Schedule A. I understand that I must
provide the Schedule and statements before I sign this Agreement and
that no such ideas, will be excluded from operation of this Agreement
unless they are properly identified in the Schedule prior to my
execution of this Agreement. I further understand that I cannot make
any changes to the Schedule after this Agreement has been signed.
6. I will not use, publish, misappropriate, or disclose any Confidential
or Proprietary Information, during or after my employment, except as
required in the performance of my duties for Dell or as authorized in
writing by Dell. Confidential and Proprietary Information includes
information I learn or originate during my employment which is not
publicly available or readily ascertainable by proper means, and
includes such information disclosed by others in confidence to Dell. If
I have doubts concerning whether particular information is Confidential
or Proprietary, I will promptly consult my supervisor or Dell's Legal
Department for guidance in advance. Confidential and Proprietary
Information includes, but is not necessarily limited to, the
information described in subparagraphs A through D below:
A. Technical information of Dell, its affiliates, its
customers or other third parties that is in use,
planned, or under development, such as but not
limited to: manufacturing and/or research processes
or strategies (including design rules, device
characteristics, process flow, manufacturing
capabilities and yields); computer product, process
and/or devices (including device specification,
system architectures, logic designs, circuit
implementations); software product (including
operating system adaptations or enhancements,
language compilers, interpreters, translators, design
and evaluation tools, and application programs); and
any other databases, methods, know-how, formulae,
compositions, technological data, technological
prototypes, processes, discoveries, machines,
inventions, and similar items.
B. Business information of Dell, its affiliates, its
customers or other third parties, such as but not
limited to: information relating to Dell employees
(including information related to staffing and
compensation); actual and anticipated relationships
between Dell and other companies; financial
information (including sales levels, pricing, profit
levels, and other unpublished financial data);
information relating to customer or vendor
relationships (including performance requirements,
development and delivery schedules, device and/or
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product pricing and/or quantities, customer lists,
customer preferences, financial information, credit
information; and similar items.
C. Information relating to future plans of Dell, its
affiliates, its customers or other third parties,
such as but not limited to: marketing strategies; new
product research; pending projects and proposals;
proprietary production processes; research and
development strategies; and similar items.
D. Other valuable, confidential information and trade
secrets of Dell, its affiliates, its customers or
other third parties which in many instances may not
be identified as confidential or proprietary.
7. I will not export or otherwise transfer out of the United States or
release to any person within the United States, Controlled Technology
or Software, during or after my employment, except as authorized in
writing by Dell. Controlled Technology or Software is technology or
software controlled under the U.S. Export Administration Regulations
and includes, but is not limited to, Confidential and Proprietary
Information of the type described in paragraphs 6A. and 6C. above, to
the extent that such information is not otherwise publicly available.
Release within the United States includes disclosure to any person,