CompUSA 2011 Annual Report Download - page 86

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17.1.3
disclose any Confidential Information to any person, company or other organisation whatsoever.
17.2
The Employee shall be responsible for protecting the confidentiality of the Confidential Information and shall:
17.2.1
use his best endeavours to prevent the use or communication of any Confidential Information by any person, company
or organisation (except in the proper course of his duties, as required by law or as authorised by the Company; and
17.2.2
inform the Company immediately upon becoming aware, or suspecting, that any such person, company or organisation
knows or has used any Confidential Information.
17.3
All Confidential Information and copies shall be the property of the Company and shall be handed over to the HR Manager from
time to time by the Employee on the termination of the Appointment, or at the request of the Company, at any time during the
Appointment.
17.4
Nothing in this clause 17 shall prevent the Employee from disclosing information which the Employee is entitled to disclose under
the Public Interest Disclosure Act 1998, provided that the disclosure is made in accordance with the provisions of that Act.
18
Intellectual property
18.1
The Employee acknowledges that all Employment IPRs, Employment Inventions and all materials embodying them shall
automatically belong to the Company to the fullest extent permitted by law. To the extent that they do not vest in the Company
automatically, the Employee holds them on trust for the Company.
18.2
The Employee acknowledges that, because of the nature of his duties and the particular responsibilities arising from the nature of his
duties, he has, and shall have at all times while he is employed by the Company, a special obligation to further the interests of the
Company.
18.3
To the extent that legal title in any Employment IPRs or Employment Inventions does not vest in the Company by virtue of clause
18.1, the Employee agrees, immediately on creation of such rights and Inventions, to offer to the Company in writing a right of first
refusal to acquire them on arm’
s length terms to be agreed between the parties. If the parties cannot agree on such terms within 30
days of the Company receiving the offer, the Company shall refer the dispute to an independent expert. The expert's decisions shall
be final and binding on the parties in the absence of manifest error, and the costs of arbitration shall be borne equally by the parties.
The parties will be entitled to make submissions to the expert and will provide (or procure that others provide) the expert with such
assistance and documents as the expert reasonably requires for the purpose of reaching a decision. The Employee agrees that the
provisions of this clause 18 shall apply to all Employment IPRs and Employment Inventions offered to the Company under this
clause 18.3 until such time as the Company has agreed in writing that the Employee may offer them for sale to a third party.
18.4
The Employee agrees:
18.4.1
to give the Company full written details of all Employment Inventions which relate to or are capable of being used in
the business of any Group Company promptly on their creation;
18.4.2
at the request of the Company and in any event on the termination of his employment to give to the Company all
originals and copies of correspondence, documents, papers and records on all media which record or relate to any of the
Employment IPRs;