Avnet 2013 Annual Report Download - page 96

of Avnet, directly or indirectly, on ________behalf or on behalf of any person or entity, induce or attempt to induce any
employee of Avnet or any subsidiary or affiliate of Avnet (collectively the "Avnet Group") or any individual who was an
employee of the Avnet Group during the one (1) year prior to the date of such inducement, to leave the employ of the
Avnet Group or to become employed by any person other than members of the Avnet Group or offer or provide
employment to any such employee.
4. Definitions:
The words and phrases set forth below shall have the meanings as indicated:
4.1 Confidential Information. That confidential business information of Avnet, whether or not discovered, developed, or
known by ________as a consequence of his employment with Avnet. Without limiting the generality of the foregoing,
Confidential Information shall include information concerning customer identity, needs, buying practices and patterns,
sales and management techniques, employee effectiveness and compensation information, supply and inventory
techniques, manufacturing processes and techniques, product design and configuration, market strategies, profit and loss
information, sources of supply, product cost, gross margins, credit and other sales terms and conditions. Confidential
Information shall also include, but not be limited to, information contained in Avnet's manuals, memoranda, price lists,
computer programs (such as inventory control, billing, collection, etc.) and records, whether or not designated, legended
or otherwise identified by Avnet as Confidential Information.
4.2 Developments. Those inventions, discoveries, improvements, advances, methods, practices and techniques, concepts
and ideas, whether or not patentabIe, relating to Avnet's present and prospective activities and products.
5. Developments, Confidential Information and Related Materials:
5.1 Assignment of Developments. Any and all Developments developed by ________(acting alone or in conjunction
with others) during the period of ________employment hereunder shall be conclusively presumed to have been created
for or on behalf of Avnet (or Avnet's subsidiary or affiliate for which ________is working) as part of
________obligations to Avnet hereunder. Such Developments shall be the property of and belong to Avnet (or Avnet's
subsidiary or affiliate for which ________is working) without the payment of consideration therefor in addition to
________compensation hereunder, and ________hereby transfers, assigns and conveys all of ________right, title and
interest in any such Developments to Avnet (or Avnet's subsidiary or affiliate for which ________is working) and agrees
to execute and deliver any documents that Avnet deems necessary to effect such transfer on the demand of Avnet.
5.2 Restrictions on Use and Disclosure. ________agrees not to use or disclose at any time after the date hereof, except
with the prior written consent of an officer authorized to act in the matter by the Board of Directors of Avnet, any
Confidential Information which is or was obtained or acquired by ________while in the employ of Avnet or any
subsidiary or affiliate of Avnet, provided, however, that this provision shall not preclude ________from (i) the use or
disclosure of such information which presently is known generally to the public or which subsequently comes into the
public domain, other than by way of disclosure in violation of this Agreement or in any other unauthorized fashion, or
(ii) disclosure of such information required by law or court order, provided that prior to such disclosure required by law
or court order ________will have given Avnet three (3) business days' written notice (or, if disclosure is required to be
made in less than three (3) business days, then such notice shall be given as promptly as practicable after determination
that disclosure may be required) of the nature of the law or order requiring disclosure and the disclosure to be made in
accordance therewith.