Honeywell 2003 Annual Report Download - page 320

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16. Validity. It is the desire and intent of the parties hereto that the
provisions of this Exhibit A shall be enforced to the fullest extent
permissible. Accordingly, if any particular provision of this Exhibit A shall be
adjudicated to be invalid or unenforceable, the court may modify or sever such
provision, with such modification or deletion to apply only with respect to the
operation of such provision in the particular jurisdiction in which such
adjudication is made. In addition, if any one or more of the provisions
contained in this Exhibit A shall for any reason be held to be excessively broad
as to duration, geographical scope, activity or subject, it shall be construed
by limiting and reducing it, so as to be enforceable to the extent compatible
with the applicable law as it shall then appear. The remaining provisions of
this Exhibit A shall remain in full force and effect.
17. Governing Law. The terms of this Exhibit A shall be governed by and
construed in accordance with the laws of the State of New Jersey without regard
to principles of conflicts of law.
18. Descriptive Headings. The headings and captions in this Exhibit A are
inserted for convenience only and shall not in any way affect the meaning or
construction of its terms.
19. Definitions
(a) "Honeywell" collectively identifies Honeywell International Inc. (a
Delaware corporation having a place of business at Columbia Road and
Park Avenue, Morris Township, Morris County, New Jersey), its
predecessors, successors and its past, present and future operating
companies, divisions, subsidiaries, affiliates and business units,
including businesses acquired by the purchase of assets or stock,
merger or otherwise.
(b) "Trade Secrets, Proprietary and Confidential Information" means
information which is not generally known in the industries in which
Honeywell is engaged, which may be disclosed to me or which I may
learn, observe, discover or otherwise acquire during, or as a result
of, my employment by Honeywell, and which includes, without
limitation, any information, whether patentable, patented or not,
relating to any existing or contemplated products, inventions,
services, technology, concepts, designs, patterns, processes,
compounds, formulae, programs, devices, tools, compilations of
information, methods, techniques, and including information relating
to any research, development, manufacture, purchasing, engineering,
know-how, business plans, sales or market methods, methods of doing
business, customer lists, customer usages or requirements, or supplier
information, which is owned or licensed by Honeywell or held by
Honeywell in confidence.
(c) "Invention" includes not only inventions (whether or not patentable),
but also innovations, improvements, discoveries, ideas and all other
forms of intellectual property (including, but not limited to,
copyright works and mask works), whether or not any of the foregoing
constitutes trade secret or other confidential information.