Honeywell 2003 Annual Report Download - page 317

-15-
the intellectual property rights of others. I will be paid my reasonable
expenses in assisting, and cooperating with, Honeywell. I will execute any
lawful document Honeywell requests me to execute relating to obtaining,
maintaining or asserting legal protection for any said Invention or in defending
against claims of the violation of the intellectual property rights of others
(including, but not limited to, executing applications, assignments, oaths,
declarations, and affidavits) and I will make myself available for interviews,
depositions and testimony. In the event that Honeywell is unable, after
reasonable effort, to secure my signature on any document or documents needed to
apply for or prosecute any patent, copyright, or other right or protection
relating to an Invention, for any other reason whatsoever, I hereby irrevocably
designate and appoint Honeywell and its duly authorized officers and agents as
my agent and attorney-in-fact, to act for and on my behalf to execute and file
any such application or applications, and to do all other lawfully permitted
acts to further the prosecution and issuance of patents, copyrights, or similar
protections thereon with the same legal force and effect as if executed by me.
5. Preemployment Inventions. On Schedule A, which is an integral part of this
Exhibit A, I have completely identified (without disclosing any trade secret,
proprietary or other confidential information) every Invention I Made before my
employment by Honeywell in which I have any ownership interest and which is not
now the subject master of an issued patent or a printed publication. If I become
aware of any projected or actual use of any such Invention by Honeywell, I will
promptly notify Honeywell in writing of said use. Except as to the Inventions
listed on Schedule A or those which are now the subject matter of an issued
patent or a printed publication, I will not assert any rights against Honeywell
with respect to any Invention Made before my employment by Honeywell.
6. Honeywell's Trade Secrets, Proprietary and Confidential Information. I will
never, directly or indirectly, use Honeywell's Trade Secrets, Proprietary and
Confidential Information (as hereinafter defined) except in furthering
Honeywell's business nor will I disclose or disseminate Honeywell's Trade
Secrets, Proprietary and Confidential Information to anyone who is not an
officer, director, employee, attorney or authorized agent of Honeywell without
the prior written consent of Honeywell's Law Department unless the specific item
of Honeywell's Trade Secrets, Proprietary and Confidential Information: (a) is
now in, or hereafter becomes (through no breach of these covenants) general
public knowledge, or (b) prior to my disclosure, dissemination or use, was
lawfully acquired by me without any obligation to retain the information in
confidence. In this connection, I will not publish any of Honeywell's Trade
Secrets, Proprietary and Confidential Information for dissemination outside
Honeywell or file any patent application relating to any Invention I Make during
the period of time I was employed by Honeywell without the prior written
approval of Honeywell's Law Department. I will execute any agreement relating to
the protection of Honeywell's Trade Secrets, Proprietary and Confidential
Information or such information of any third party whose intellectual property
Honeywell is under a legal obligation to protect if Honeywell requests that I do
so. I will not engage without the prior written consent of Honeywell's Law
Department, either during the period of time I was employed by Honeywell or for
a period of two years after that employment, in any activity or employment in
the faithful performance of which it could be reasonably anticipated that I
would use or disclose Honeywell's Trade Secrets, Proprietary and Confidential
Information. All documents and tangible things embodying or containing
Honeywell's Trade Secrets, Proprietary and Confidential Information are
Honeywell's exclusive property. I had