TO HAVE THE PROVISIONS OF SECTION 8 OF THIS AGREEMENT SPECIFICALLY
ENFORCED BY AN COURT
3
HAVING EQUITY JURISDICTION, IT BEING ACKNOWLEDGED AND AGREED THAT AY SUCH BREACH
OR THREATENED BREACH WILL CAUSE IRREPARABLE INJURY TO THE COMPANY AND MONEY
DAMAGES WILL NOT PROVIDE AN ADEQUATE REMEDY TO THE COMPANY; AND
II.
IN THE EVENT OF AN ACTUAL BREACH, THE RIGHT TO RECOVER DAMAGES
FOR ALL LOSSES, ACTUAL AND CONTINGENT, AND THE RIGHT TO REQUIRE THE OPTIONEE TO
ACCOUNT FOR AND PAY OVER TO THE COMPANY ALL PROFITS OR OTHER BENEFITS
(COLLECTIVELY "BENEFITS") DERIVED OR RECEIVED BY THE OPTIONEE AS THE RESULT OF
ANY TRANSACTIONS CONSTITUTING SUCH A BREACH, AND THE OPTIONEE HEREBY AGREES TO
ACCOUNT FOR AND PAY OVER SUCH BENEFITS TO THE COMPANY.
(E)
EACH OF THE RIGHTS AND REMEDIES ENUMERATED ABOVE SHALL BE
INDEPENDENT OF THE OTHER, AND SHALL BE SEVERALLY ENFORCEABLE, AND ALL OF SUCH
RIGHTS AND REMEDIES SHALL BE IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER
RIGHTS AND REMEDIES AVAILABLE TO THE COMPANY AT LAW OR IN EQUITY.
IF ANY OF THE
COVENANTS CONTAINED IN PARAGRAPHS (A), (B), OR (C) OF THIS SECTION 8, OR ANY
PART THEREOF, IS HEREAFTER CONSTRUED TO BE INVALID OR UNENFORCEABLE, THE SAME
SHALL NOT AFFECT THE REMAINDER OF THE COVENANT OR COVENANTS, WHICH SHALL BE
GIVEN FULL EFFECT, WITHOUT REGARD TO THE INVALID PORTIONS.
IF ANY OF THE
COVENANTS CONTAINED IN PARAGRAPHS (A), (B), OR (C) OF THIS SECTION 8, OR ANY
PART THEREOF, IS HELD TO BE UNENFORCEABLE BECAUSE OF THE DURATION OF SUCH
PROVISION OR THE SCOPE OF THE SUBJECT MATTER THEREOF OR THE AREA COVERED
THEREBY, THE PARTIES, AGREE THAT THE COURT MAKING SUCH DETERMINATION SHALL HAVE
THE POWER TO REDUCE THE DURATION, SCOPE AND/OR AREA OF SUCH PROVISION AND, IN
ITS REDUCED FORM, SAID PROVISION SHALL THEN BE ENFORCEABLE.
(F)
FOR AVOIDANCE OF DOUBT, THE COVENANTS CONTAINED IN THIS SECTION 8
WILL APPLY (OR CONTINUE TO APPLY) FOLLOWING ANY CESSATION OF THE OPTIONEE'S
SERVICE, WITHOUT REGARD TO WHETHER THAT CESSATION IS INITIATED BY THE COMPANY OR
BY THE OPTIONEE AND WITHOUT REGARD TO THE REASON FOR THAT CESSATION.
9.
INTELLECTUAL PROPERTY.
THE COMPANY SHALL BE THE SOLE OWNER OF ALL THE
PRODUCTS AND PROCEEDS OF THE OPTIONEE'S SERVICES, INCLUDING, BUT NOT LIMITED TO,
ALL MATERIALS, IDEAS, CONCEPTS, FORMATS, SUGGESTIONS, DEVELOPMENTS,
ARRANGEMENTS, PACKAGES, COMPUTER PROGRAMS AND OTHER INTELLECTUAL PROPERTIES THAT
THE OPTIONEE MAY ACQUIRE, OBTAIN, DEVELOP, OR CREATE IN CONNECTION WITH THE
OPTIONEE'S EMPLOYMENT OR SERVICE, FREE AND CLEAR OF ANY CLAIMS BY THE OPTIONEE
(OR ANYONE CLAIMING UNDER THE OPTIONEE) OF ANY KIND OR CHARACTER WHATSOEVER.
THE OPTIONEE SHALL, AT THE REQUEST OF THE COMPANY, EXECUTE SUCH ASSIGNMENTS,
CERTIFICATES OR OTHER INSTRUMENTS AS THE COMPANY MAY FROM TIME TO TIME DEEM
NECESSARY OR DESIRABLE TO EVIDENCE ESTABLISH, MAINTAIN, PERFECT, PROTECT,
ENFORCE, OR DEFEND ITS RIGHT, OR TITLE AND INTEREST IN OR TO ANY SUCH
PROPERTIES.
10.
THE PLAN.
THE OPTIONEE HAS RECEIVED A COPY OF THE PLAN IN ITS PRESENT
FORM,