DSW 2014 Annual Report Download - page 95

Information. The Executive agrees  during and after employment with all Group Members  that any Confidential
Information will be held in confidence and treated as proprietary to the Group, not to use or disclose any Confidential
Information except to promote and advance the Group’s business interests and  immediately upon separation from
employment with all Group Members, to return to the Company any Confidential Information.
  For purposes of this Agreement, Confidential Information includes any
confidential data, figures, projections, estimates, pricing data, customer lists, buying manuals or procedures, distribution manuals
or procedures, other policy and procedure manuals or handbooks, supplier information, tax records, personnel histories and
records, information regarding sales, information regarding properties and any other Confidential Information regarding the
business, operations, properties or personnel of the Group (or any Group Member) which are disclosed to or learned by the
Executive as a result of employment with any Group Member, but will not include  the Executive’s personal personnel records
or any information that the Executive possessed before the date of initial employment (including periods before the
Effective Date) with any Group Member that was a matter of public knowledge, became or becomes a matter of public
knowledge through sources independent of the Executive,  has been or is disclosed by any Group Member without restriction
on its use or  has been or is required to be disclosed by law or governmental order or regulation. The Executive also agrees
that, if there is any reasonable doubt whether an item is public knowledge, to not regard the item as public knowledge until and
unless the Senior Vice President of Human Resources confirms to the Executive that the information is public knowledge or an
arbitrator, acting under Section 6.00, finally decides that the information is public knowledge.
  The Executive expressly acknowledges that all right, title and interest to all inventions, designs,
discoveries, works of authorship, and ideas conceived, produced, created, discovered, authored, or reduced to practice during the
Executive’s performance of services under this Agreement, whether individually or jointly with any Group Member (the
“Intellectual Property”) shall be owned solely by the Group, and shall be subject to the restrictions set forth in Section 1.02[1]
above. All Intellectual Property which constitutes copyrightable subject matter under the copyright laws of the United States
shall, from the inception of creation, be deemed to be a "work made for hire" under the United States copyright laws and all
right, title and interest in and to such copyrightable works shall vest in the Group. All right, title and interest in and to all
Intellectual Property developed or produced under this Agreement by the Executive, whether constituting patentable subject
matter or copyrightable subject matter (to the extent deemed not to be a "work made for hire") or otherwise, shall be assigned and
is hereby irrevocably assigned to the Group by the Executive. The Executive shall, without any additional consideration, execute
all documents and take all other actions needed to convey the Executive’s complete ownership interest in any Intellectual
Property to the Group so that the Group may own and protect such Intellectual Property and obtain patent, copyright and
trademark registrations for it. The Executive agrees that any Group Member may alter or modify the Intellectual Property at the
Group Member’s sole discretion, and the Executive waives all right to claim or disclaim authorship.
 . The Executive agrees that during employment, and for the longer of any period of salary
continuation or for two years after terminating employment with all Group Members not, directly or indirectly, to solicit any
employee of any Group Member to leave employment with the Group, not, directly or indirectly, to employ or seek to employ
any
2 Initials: /s/MM Date:4/28/2014
Source: DSW Inc., 10-K, March 26, 2015 Powered by Morningstar® Document Research℠
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