9 IN ANY OTHER RESPECT,
OR OF ANY OTHER PROVISION OF THIS AGREEMENT.
IN THE EVENT THAT ANY PROVISION OF
THIS SECTION 9 SHALL BE HELD INVALID OR
9
UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION BY REASON OF THE GEOGRAPHIC
OR BUSINESS SCOPE OR THE DURATION THEREOF OR FOR ANY OTHER REASON, SUCH
INVALIDITY OR UNENFORCEABILITY SHALL ATTACH ONLY TO THE PARTICULAR ASPECTS OF
SUCH PROVISION FOUND INVALID OR UNENFORCEABLE AS APPLIED AND SHALL NOT AFFECT OR
RENDER INVALID OR UNENFORCEABLE ANY OTHER PROVISION OF THIS SECTION 9 OR THE
ENFORCEMENT OF SUCH PROVISION IN OTHER CIRCUMSTANCES, AND THIS SECTION 9 SHALL
BE CONSTRUED AS IF THE GEOGRAPHIC OR BUSINESS SCOPE OR THE DURATION OF SUCH
PROVISION OR OTHER BASIS ON WHICH SUCH PROVISION HAS BEEN CHALLENGED HAD BEEN
MORE NARROWLY DRAFTED SO AS NOT TO BE INVALID OR UNENFORCEABLE.
10.
BUSINESS OPPORTUNITIES.
DURING THE EMPLOYMENT PERIOD, THE
EMPLOYEE AGREES TO BRING ALL BUSINESS OPPORTUNITIES TO THE COMPANY RELATING TO
OR OTHERWISE ASSOCIATED WITH THE BUSINESS OR BUSINESSES THEN CONDUCTED BY THE
COMPANY OR EACH AFFILIATE THEREOF, OR BUSINESS OR BUSINESSES PROPOSED TO BE
CONDUCTED BY THE COMPANY.
11.
RIGHTS TO WORK PRODUCT. THE EMPLOYEE AGREES THAT ALL WORK
PERFORMED BY THE EMPLOYEE PURSUANT HERETO SHALL BE THE SOLE AND EXCLUSIVE
PROPERTY OF THE COMPANY, IN WHATEVER STAGE OF DEVELOPMENT OR COMPLETION.
WITH
RESPECT TO ANY COPYRIGHTABLE WORKS PREPARED IN WHOLE OR IN PART BY THE EMPLOYEE
PURSUANT TO THIS AGREEMENT, INCLUDING COMPILATIONS OF LISTS OR DATA, THE
EMPLOYEE AGREES THAT ALL SUCH WORKS WILL BE PREPARED AS "WORK-FOR-HIRE" WITHIN
THE MEANING OF THE COPYRIGHT ACT OF 1976, AS AMENDED (THE "ACT"), OF WHICH THE
COMPANY SHALL BE CONSIDERED THE "AUTHOR" WITHIN THE MEANING OF THE ACT.
IN THE
EVENT (AND TO THE EXTENT) THAT SUCH WORKS OR ANY PART OR ELEMENT THEREOF IS
FOUND AS A MATTER OF LAW NOT TO BE A "WORK-FOR-HIRE" WITHIN THE MEANING OF THE
ACT, THE EMPLOYEE HEREBY ASSIGNS TO THE COMPANY THE SOLE AND EXCLUSIVE RIGHT,
TITLE AND INTEREST IN AND TO ALL SUCH WORKS, AND ALL COPIES OF ANY OF THEM,
WITHOUT FURTHER CONSIDERATION, AND AGREES, TO THE EXTENT REASONABLE UNDER THE
CIRCUMSTANCES, TO COOPERATE WITH THE COMPANY TO REGISTER, AND FROM TIME TO TIME
TO ENFORCE, ALL PATENTS, COPYRIGHTS AND OTHER RIGHTS AND PROTECTIONS RELATING TO
SUCH WORKS IN ANY AND ALL COUNTRIES.
TO THAT END, THE EMPLOYEE AGREES TO
EXECUTE AND DELIVER ALL DOCUMENTS REQUESTED BY THE COMPANY IN CONNECTION
THEREWITH, AND THE EMPLOYEE HEREBY IRREVOCABLY DESIGNATES AND APPOINTS THE
COMPANY AS THE EMPLOYEE'S AGENT AND ATTORNEY-IN-FACT TO ACT FOR AND ON BEHALF OF
THE EMPLOYEE AND IN THE EMPLOYEE'S STEAD TO EXECUTE, REGISTER AND FILE ANY SUCH
APPLICATIONS, AND TO DO ALL OTHER LAWFULLY PERMITTED ACTS TO FURTHER THE
REGISTRATION, PROTECTION AND ISSUANCE OF PATENTS, COPYRIGHTS OR SIMILAR
PROTECTIONS WITH THE SAME LEGAL FORCE AND EFFECT AS IF EXECUTED BY THE
EMPLOYEE.
THE COMPANY SHALL REIMBURSE THE EMPLOYEE FOR ALL REASONABLE COSTS AND
EXPENSES INCURRED BY THE