Lexmark 2012 Annual Report Download - page 172

EXHIBIT B
PERCEPTIVE SOFTWARE
Statement of Employee Obligations and Agreement Involving
Proprietary Information and Inventions
1. NONDISCLOSURE
1.1 Recognition of Company’s Rights; Nondisclosure. At all times during his/her employment and thereafter, the employee will hold in strictest
confidence and will not disclose, use, lecture upon or publish any of the Company’s Proprietary Information (defined below), except as such disclosure, use
or publication may be required in connection with his/her work for the Company, or unless an officer of the Company expressly authorizes such in writing.
The employee will obtain Company’s written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that relates
to his/her work at Company and/or incorporates any Proprietary Information. The employee, as indicated by his/her signature below, hereby assigns to the
Company any rights he/she may have or acquire in such Proprietary Information and recognizes that all Proprietary Information shall be the sole property of
the Company and its assigns.
1.2 Proprietary Information. The term “Proprietary Information” shall mean any and all confidential and/or proprietary knowledge, data or
information of the Company. By way of illustration but not limitation, “ Proprietary Information” includes (a) trade secrets, inventions, mask works,
ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments,
designs and techniques (hereinafter collectively referred to as “ Inventions”); and (b) information regarding plans for research, development, new products,
marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; and
(c) information regarding the skills and compensation of other employees of the Company. Notwithstanding the foregoing, it is understood that, at all such
times, the employee is free to use information which is generally known in the trade or industry, which is not gained as result of a breach of this Agreement,
and his/her own skill, knowledge, know-how and experience to whatever extent and in whichever way he/she wishes.
1.3 Third Party Information. The employee understands, in addition, that the Company has received and in the future will receive from third parties
confidential or proprietary information (“ Third Party Information”) subject to a duty on the Company’s part to maintain the confidentiality of such
information and to use it only for certain limited purposes. During the term of his/her employment and thereafter, the employee will hold Third Party
Information in the strictest confidence and will not disclose to anyone (other than Company personnel who need to know such information in connection with
their work for the Company) or use, except in connection with his/her work for the Company, Third Party Information unless expressly authorized by an
officer of the Company in writing.
1.4. No Improper Use of Information of Prior Employers and Others. During the employee’s employment by the Company, he/she will not
improperly use or disclose any confidential information or trade secrets, if any, of any former employer or any other person to whom he/she has an obligation
of confidentiality, and the employee will not bring onto the premises of the Company any unpublished documents or any property belonging to any former
employer or any other person to whom he/she has an obligation of confidentiality unless consented to in writing by that former employer or person. The
employee agrees that he/she will use in the performance of his/her duties only information which is generally known and used by persons with training and
experience comparable to his/her own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided
or developed by the Company.
2. ASSIGNMENT OF INVENTIONS.
2.1 Proprietary Rights. The term “Proprietary Rights” shall mean all trade secret, patent, copyright, mask work and other intellectual property
rights throughout the world.