any ShieldZone Trademarks. Any use by Distributor of the
ShieldZone Trademarks and any goodwill or benefit arising therefrom shall inure
to the sole and exclusive benefit of ShieldZone. Distributor shall have no right
to assign or sublicense the use of any ShieldZone Trademark. In the event any
ownership rights relating to any ShieldZone Trademark become vested in
Distributor, Distributor hereby assigns and agrees to assign any such rights to
ShieldZone and shall execute all documents and perform all actions reasonably
necessary to effectuate and record such ownership and assignment(s) free of
additional consideration. In the event that Distributor uses any Trademark other
than a ShieldZone Trademark ("Other Trademarks") in conjunction with a
ShieldZone Trademark or on or in connection with a ShieldZone Product, without
ShieldZone' written consent, such Other Trademark shall be the sole and
exclusive property of ShieldZone, unless Distributor ceases such unauthorized
use within 10 days following written Notice from ShieldZone.
4.9
Ownership of Works. All works that are copyrighted, copyrightable or
otherwise subject to intellectual property protection ("Works"), including,
without limitation, translations, promotional, advertising, marketing, packaging
and sales materials, used by Distributor on or in connection with the ShieldZone
Products, shall be deemed a "work made for hire" and shall be owned exclusively
by ShieldZone pursuant to this written instrument. To the extent that any such
Works are not a "work made for hire" under applicable law, Distributor hereby
assigns and agrees to assign to ShieldZone, all right, title, and interest in
all intellectual property, such as copyright protection, relating to such Works.
Distributor shall execute all documents and perform all actions reasonably
necessary to effectuate and record such ownership and assignment(s) free of
additional consideration.
4.10
Confidential Information. Distributor shall maintain the confidentiality
of all information that is received from ShieldZone, including, without
limitation, information relating to new products, trade secrets, business plans
and relationships, strategic marketing plans, financial matters, manufacturing
methods, sources of supply, customers, and other information that is proprietary
to ShieldZone (collectively known as "Confidential Information"). Distributor
shall not use Confidential Information in any way detrimental to ShieldZone and
shall not directly or indirectly disclose Confidential Information outside of
Distributor. Distributor hereby assigns to ShieldZone, all rights, title, and
interest, in and to all work product conceived, produced, or otherwise generated
by Distributor in connection with Distributor's receipt of Confidential
Information, including, but not limited to any ideas, inventions, copyrights,
discoveries and/or improvements generated by Distributor. Distributor shall
execute all documents and perform all actions reasonably necessary to effectuate
and record such ownership and assignment(s) free of additional consideration.
Distributor shall maintain as confidential: (i) this Agreement; and (ii) all
information relating to the terms of this Agreement. Information received from
ShieldZone shall cease to be Confidential Information when it is: (i) in the
public
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domain; or (ii) is received by Distributor from a source other than ShieldZone,
as shown by Distributor's records, that does not have a confidentiality
agreement with ShieldZone.
4.11
Cooperation. Upon ShieldZone' request, Distributor shall provide to