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� �y <br /> � . ' <br /> Confidential Information Trade Secrets as used in this Agreement, shall include unpublished <br /> patentable or patentable information, including that which may or may not be capable of being copy- <br /> righted, owned, or controlled by All Service Contracting Corporation, with respect to, without <br /> limitation, their technical, manufacturing, marketing, or financial matters, including, among other <br /> matters, materials, techniques, equipment, containers or parts, designs, processes, formulae and <br /> cost, but excluding that information which(1) has been reduced by Recipient to documentary form <br /> prior to the date of disclosure by All Service Contracting Corporation; or(2) is contained at the <br /> time of disclosure or thereafter in a patent, copyright, or a printed publication; or (3) entered the <br /> public domain after disclosure except as a result of a breach of this Agreement or of a confidential <br /> relationship by Recipient; or (4) is obtained by Recipient from a third person lawfully in possession <br /> of such information and not subject to a contractual or fiduciary relationship with All Service <br /> Contracting Corporation. <br /> (b) Recipient shall (1) not directly or indirectly, use the Confidential Information or Trade Secrets <br /> or disclose or make the same available to any third party, without All Service Contracting Corporations <br /> prior written consent; (2) exercise all reasonable efforts to prevent third parties from gaining access <br /> to the Confidential Information and Trade Secrets; (3) not assert prior knowledge of any item of <br /> Confidential Information or Trade Secret which Recipient cannot prove by clear and convincing <br /> documentary evidence reasonable satisfactory to All Service Contracting Corporation; (4) {i} inform <br /> all employees of Recipient to whom the Confidential Information and/or Trade Secrets might be <br /> disclosed or made available of All Service Contracting Corporations property interest and of <br /> Recipient's obligations, {ii} take such other protective measures as may reasonably be necessary <br /> to preserve the secrecy and interest of All Service Contracting Corporation, in the Confidential <br /> Information and Trade Secrets; (5) not place any Confidential Information or Trade Secrets in <br /> documentary form without promptly marking same with the legend "All Service Contracting <br /> Corporation Trade Secret/Confidential Information"; (6) relinquish all right, title and interest it may <br /> have or claim to have in the Confidential Information and/or Trade Secrets, including all documents <br /> models, samples, or other tangible forms and promptly deliver or destroy, as All Service Contracting <br /> Corporation may reasonably direct, all tangible forms of Confidential Information and/or Trade <br /> Secrets; and (7) not represent that it, or permit any of its employees to represent that he, has a claim � <br /> or interest in the Confidential Information. <br /> 2. Disclosure and Patents and Copyrights: I <br /> Recipient will promptly disclose in writing to All Service Contracting Corporation a11 patentable II <br /> - and unpatentable ideas, inventions, and discoveries, which may or may not be copyrighted with <br /> respect to the Services provided by All Service Contracting Corporation, which Recipient or its <br /> employees conceived, made, or acquired, as a result of utilizing Confidential Information andJor <br /> Trade Secrets. All such ideas inventions, and discove 'es shall be All Service Contracting Corporations <br /> property and Confide ' ormation subjec e obligations of Paragraph 1. <br /> SIGNED BY: <br /> Terry M owle ayor <br /> DATE: Sep be , 2000 <br />