FairPoint Communications 2012 Annual Report Download - page 137

CONFIDENTIALITY, NON-INTERFERENCE, AND INVENTION ASSIGNMENT AGREEMENT
In consideration of FairPoint Communications, Inc., a Delaware corporation (the “ Company”), providing me with an employment
agreement of even date herewith, and my receipt of the compensation now and hereafter paid to me by the Company, including the additional benefits and
compensation provided to me under my employment agreement, I agree to the following:
Section 1. Confidential Information.
(a) Company Group Information. I acknowledge that, during the course of my employment, I will have access to information
about the Company and its direct and indirect subsidiaries and affiliates (collectively, the “ Company Group”) and that my employment with the Company
shall bring me into close contact with confidential and proprietary information of the Company Group. In recognition of the foregoing, I agree, at all times
during the term of my employment with the Company and for the three (3) year period following my termination of my employment for any reason, to hold in
confidence, and not to use, except for the benefit of the Company Group, or to disclose to any person, firm, corporation, or other entity without written
authorization of the Company, any Confidential Information that I obtain or create. I understand that “Confidential Information” means information that the
Company Group has developed, acquired, created, compiled, discovered, or owned or will develop, acquire, create, compile, discover, or own, that has value
in or to the business of the Company Group that is not generally known and that the Company wishes to maintain as confidential. I understand that
Confidential Information includes, but is not limited to, any and all non-public information that relates to the actual or anticipated business and/or products,
research, or development of the Company, or to the Company's technical data, trade secrets, or know-how, including, but not limited to, research, product
plans, or other information regarding the Company's products or services and markets, customer lists, and customers (including, but not limited to,
customers of the Company on whom I called or with whom I may become acquainted during the term of my employment), software, developments,
inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business
information disclosed by the Company either directly or indirectly in writing, orally, or by drawings or inspection of premises, parts, equipment, or other
Company property. Notwithstanding the foregoing, Confidential Information shall not include (i) any of the foregoing items that have become publicly known
through no unauthorized disclosure by me or others who were under confidentiality obligations as to the item or items involved, (ii) any information that I am
required to disclose to, or by, any governmental or judicial authority, (iii) any information known to me prior to my employment with the Company, other
than information acquired in preparation for my service to the Company, or (iv) any information developed independently by me that does not relate to the
business of the Company Group; provided, however, that in the event of such requirement to disclose I will give the Company prompt written notice thereof
so that the Company Group may seek an appropriate protective order and/or waive in writing compliance with the confidentiality provisions of this
Confidentiality, Non-Interference, and Invention Assignment Agreement (the “Non-Interference Agreement”).
(b) Former Employer Information. I represent that my performance of all of the terms of this Non-Interference Agreement as an
employee of the Company has not breached and will not breach any agreement to keep in confidence proprietary information, knowledge, or data acquired by
me in confidence or trust prior or subsequent to the commencement of my employment with the Company, and I will not disclose to any member of the
Company Group, or induce any member of the Company Group to use, any developments, or confidential or proprietary information or material I may have
obtained in connection with employment with any prior employer in violation of a confidentiality agreement, nondisclosure agreement, or similar agreement
with such prior employer.
Section 2. Developments.
(a) Developments Retained and Licensed. If, during any period during which I perform or performed services for the Company
Group (the “Assignment Period”), whether as an officer, employee, director, independent contractor, consultant, or agent, or in any other capacity, I
incorporate (or have incorporated) into a Company Group product or process any development, original work of authorship, improvement, or trade secret that
I created or owned prior to the commencement of my employment or in which I have an interest (collectively referred to as “ Prior Developments”), I hereby
grant the Company, and the Company Group shall have, a non-exclusive, royalty-free, irrevocable, perpetual, transferable worldwide license (with the right to
sublicense) to make, have made, copy, modify, make derivative works of, use, sell, and otherwise distribute such Prior Development as part of or in
connection with such product or process.
(b) Assignment of Developments. I agree that I will, without additional compensation, promptly make full written disclosure to the
Company, and will hold in trust for the sole right and benefit of the Company all developments, original works of authorship, inventions, concepts, know-
how, improvements, trade secrets, and similar proprietary rights, whether or not patentable or registrable under copyright or similar laws, which I may solely
or jointly conceive or develop or reduce to practice, or have solely or jointly conceived or developed or reduced to practice, or have caused or may cause to be
conceived or