Dell 1999 Annual Report Download - page 43

oral exchanges with persons in the United States or abroad, and
application to situations abroad of personal knowledge or technical
experience acquired in the United States. If I have any doubts
regarding whether particular information is Controlled Technology or
Software, I will promptly consult my manager, Dell's Legal Department,
or Dell's Global Compliance Organization.
8. I will not use in my work or disclose to Dell any Confidential or
Proprietary Information of a third party unless Dell first receives
written authorization from the third party allowing the use or
disclosure of such information and unless Dell agrees in writing to
receive such information on terms acceptable to Dell. I will abide by
restrictions imposed on the disclosure and use of such third party
information.
9. I agree to abide by the provisions of the Dell Code of Conduct,
Defining Excellence (including any addenda applicable to my position),
and all applicable rules, policies, and practices as may be adopted by
Dell from time to time. Although the Code of Conduct provides that
employment at Dell is terminable at will, the terms this Agreement will
control over any contrary provisions in the Code of Conduct.
10. I agree that my name, voice, picture, and likeness may be used in
Dell's advertising, training aids and other materials without payment
of separate compensation to me.
11. When my employment with Dell ends, I will promptly deliver to a
designated Dell representative all originals and copies of all
materials, documents and property of Dell which are in my possession or
control. I also will cooperate in conducting an exit interview with a
designated Dell representative.
12. If I accept new employment within one year of leaving Dell's employ, I
will give written notice to the new employer of my obligations
regarding Intellectual Property, Copyrightable Works and Confidential
and Proprietary Information. Furthermore, for a period of two years
from the separation of my employment with Dell, I agree promptly to
inform Dell, in writing, of the name and address of my subsequent
employers. I consent to Dell providing my subsequent employers
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with information, including a copy of this Agreement, regarding my
ongoing obligations under this Agreement.
13. I agree that Dell and I will submit any disputes arising under this
Agreement or any other aspect of my employment (including contract or
tort claims, or claims arising under statute or regulation) to binding
arbitration pursuant to the Commercial Arbitration Rules of the
American Arbitration Association.
14. This Agreement, together with the attached offer letter and addenda,
which have been signed by me and a Dell representative, as well as the
Certification and Agreement portion of my Application for Employment
with Dell, constitute my entire agreement with Dell concerning the
topics covered. These documents replace completely any earlier or
contemporaneous communication or agreement with Dell about these
topics. The laws of the State of Texas govern this agreement and all
disputes will be resolved in Travis County, Texas. This Agreement may
be changed only by a written document signed by me and by the Chairman
of Dell.
Accepted and agreed on behalf of Dell Computer Corporation:
/s/ Mort Topfer
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Michael Dell
Chairman and Chief Executive Officer
I have carefully read this Agreement, I understand and accept its terms. I agree
that I will continue to be bound by the provisions of this Agreement after my
employment with Dell has ended.
/s/ J. T. Vanderslice
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Employee's Signature
J. T. Vanderslice
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