PORTION OF THE CONSULTING FEE THROUGH THE DATE OF TERMINATION AND AN
AMOUNT EQUAL TO SUCH REASONABLE AND NECESSARY UNREIMBURSED BUSINESS EXPENSES
INCURRED BY YOU ON BEHALF OF COMPANY ON OR PRIOR TO THE DATE OF TERMINATION.
(C)
IN THE EVENT THAT THE COMPANY TERMINATES YOUR ENGAGEMENT HEREUNDER
WITHOUT CAUSE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 2(A)(II) HEREOF, YOU
SHALL BE ENTITLED TO CONTINUATION OF YOUR CONSULTING FEE UNTIL JUNE 30, 2006;
PROVIDED, HOWEVER, THAT YOU COMPLY WITH YOUR OBLIGATIONS UNDER SECTIONS 3, 4 AND
5 HEREOF.
3.
ASSIGNMENT OF INTELLECTUAL PROPERTY
RIGHTS
(A)
ASSIGNMENT.
YOU HEREBY ASSIGN ALL OF YOUR RIGHTS, TITLE AND
INTEREST TO AND IN ALL INTELLECTUAL PROPERTY RIGHTS (AS DEFINED BELOW)
CONCEIVED, DEVELOPED, INVENTED, MADE BY YOU OR OTHERWISE OWNED BY YOU AT ANY
TIME DURING YOUR EMPLOYMENT OR ENGAGEMENT BY THE COMPANY AND DIRECTLY OR
INDIRECTLY RELATING TO THE COMPANY'S BUSINESS AND YOU AGREE AND ACKNOWLEDGE
THAT, ON THE DATE HEREOF, SUCH RIGHTS TO AND IN SUCH INTELLECTUAL PROPERTY
RIGHTS SHALL BECOME THE SOLE PROPERTY OF, AND BELONG TO, THE COMPANY.
2
(B)
INTELLECTUAL PROPERTY RIGHTS.
FOR THE PURPOSES OF THIS AGREEMENT,
THE TERM "INTELLECTUAL PROPERTY RIGHT" SHALL MEAN ALL PROPRIETARY AND OTHER
RIGHTS IN AND TO: (I) TRADEMARKS, SERVICE MARKS, BRAND NAMES, CERTIFICATION
MARKS, TRADE DRESS, ASSUMED NAMES, TRADE NAMES AND OTHER INDICATIONS OF ORIGIN;
(II) PATENTS, INVENTORS' CERTIFICATES AND INVENTION DISCLOSURES; (III) TRADE
SECRETS AND OTHER CONFIDENTIAL OR NON-PUBLIC BUSINESS INFORMATION, INCLUDING
IDEAS, FORMULAE, COMPOSITIONS, INVENTIONS, DISCOVERIES AND IMPROVEMENTS,
KNOW-HOW, MANUFACTURING AND PRODUCTION PROCESSES AND TECHNIQUES, AND RESEARCH
AND DEVELOPMENT INFORMATION (WHETHER PATENTABLE OR NOT); DRAWINGS,
SPECIFICATIONS, DESIGNS, PLANS, PROPOSALS AND TECHNICAL DATA; AND FINANCIAL,
MARKETING AND BUSINESS DATA, PRICING AND COST INFORMATION, BUSINESS AND
MARKETING PLANS AND CUSTOMER AND SUPPLIER LISTS AND INFORMATION; (IV) WRITINGS
AND OTHER WORKS OF AUTHORSHIP, WHETHER COPYRIGHTABLE OR NOT, INCLUDING COMPUTER
PROGRAMS, DATA BASES AND DOCUMENTATION THEREFOR, AND ALL COPYRIGHTS TO ANY OF
THE FOREGOING; (V) MASK WORKS; (VI) RIGHTS, TITLE AND INTEREST IN KNOW-HOW,
TECHNICAL INFORMATION, PROCESSES, PRACTICES AND SYSTEMS, WHETHER OR NOT
PROTECTABLE BY PATENT, COPYRIGHT OR TRADE SECRET LAW; (VII) MORAL RIGHTS; (VIII)
RIGHTS TO LIMIT THE USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION BY ANY PERSON;
(IX) ANY SIMILAR TANGIBLE OR INTANGIBLE INTELLECTUAL PROPERTY OR PROPRIETARY
RIGHTS, INFORMATION AND TECHNOLOGY; (X) REGISTRATIONS OF, AND APPLICATIONS TO
REGISTER, ANY OF THE FOREGOING WITH ANY GOVERNMENTAL AGENCY OR AUTHORITY AND ANY
RENEWALS OR EXTENSIONS THEREOF, (XI) THE GOODWILL ASSOCIATED WITH EACH OF THE
FOREGOING AND (XII) ANY CLAIMS OR CAUSES OF ACTION ARISING OUT OF OR RELATED TO
ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY OF THE FOREGOING; IN EACH CASE IN
ANY JURISDICTION.
4.
NON-DISCLOSURE
(A)
IN VIEW OF THE FACT THAT YOUR WORK FOR THE COMPANY WILL BRING YOU
INTO CLOSE CONTACT WITH MANY CONFIDENTIAL AFFAIRS OF AND THE COMPANY AND ITS
AFFILIATES NOT READILY AVAILABLE TO THE PUBLIC, AS WELL AS PLANS FOR FUTURE
DEVELOPMENTS, YOU AGREE DURING YOUR ENGAGEMENT HEREUNDER BY THE COMPANY AND
THEREAFTER:
(I)
TO KEEP SECRET AND RETAIN