ALL
COPIES THEREOF) EMBODYING OR RELATING TO THIRD PARTY INFORMATION, CONFIDENTIAL
INFORMATION,
14
WORK PRODUCT (AS DEFINED BELOW) OR THE BUSINESS OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES WHICH HE MAY THEN POSSESS OR HAVE UNDER HIS CONTROL.
(II)
THE EXECUTIVE SHALL BE PROHIBITED IN THE
COURSE OF PERFORMING HIS DUTIES FOR THE COMPANY FROM USING OR DISCLOSING ANY
CONFIDENTIAL INFORMATION OR TRADE SECRETS THAT THE EXECUTIVE MAY HAVE LEARNED
THROUGH ANY PRIOR EMPLOYMENT.
(C)
INTELLECTUAL PROPERTY, INVENTIONS AND
PATENTS.
THE EXECUTIVE ACKNOWLEDGES THAT ALL DISCOVERIES, CONCEPTS, IDEAS,
INVENTIONS, INNOVATIONS, IMPROVEMENTS, DEVELOPMENTS, METHODS, DESIGNS, ANALYSES,
DRAWINGS, REPORTS, PATENT APPLICATIONS, COPYRIGHTABLE WORK AND MASK WORK
(WHETHER OR NOT INCLUDING ANY CONFIDENTIAL INFORMATION) AND ALL REGISTRATIONS OR
APPLICATIONS RELATED THERETO, ALL OTHER PROPRIETARY INFORMATION AND ALL SIMILAR
OR RELATED INFORMATION (WHETHER OR NOT PATENTABLE) WHICH RELATE TO THE COMPANY'S
OR ANY OF ITS SUBSIDIARIES' ACTUAL OR ANTICIPATED BUSINESS, RESEARCH AND
DEVELOPMENT OR EXISTING OR FUTURE PRODUCTS OR SERVICES AND WHICH ARE CONCEIVED,
DEVELOPED OR MADE BY THE EXECUTIVE (WHETHER ALONE OR JOINTLY WITH OTHERS) WHILE
EMPLOYED BY THE COMPANY, WHETHER BEFORE OR AFTER THE DATE OF THIS AGREEMENT
("WORK PRODUCT"), BELONG TO THE COMPANY AND/OR ONE OR MORE OF ITS SUBSIDIARIES.
THE EXECUTIVE SHALL PROMPTLY DISCLOSE SUCH WORK PRODUCT TO THE BOARD AND, AT THE
COMPANY'S EXPENSE, PERFORM ALL ACTIONS REASONABLY REQUESTED BY THE BOARD
(WHETHER DURING OR AFTER THE TERM OF EMPLOYMENT) TO ESTABLISH AND CONFIRM SUCH
OWNERSHIP (INCLUDING, WITHOUT LIMITATION, ASSIGNMENTS, CONSENTS, POWERS OF
ATTORNEY AND OTHER INSTRUMENTS).
THE EXECUTIVE ACKNOWLEDGES THAT ALL WORK
PRODUCT SHALL BE DEEMED TO CONSTITUTE "WORKS MADE FOR HIRE" UNDER THE U.S.
COPYRIGHT ACT OF 1976, AS AMENDED.
14.
EXECUTIVE'S COOPERATION.
DURING THE TERM OF
EMPLOYMENT AND THEREAFTER, THE EXECUTIVE SHALL COOPERATE WITH THE COMPANY IN ANY
INTERNAL INVESTIGATION, ANY ADMINISTRATIVE, REGULATORY OR JUDICIAL PROCEEDING OR
ANY DISPUTE WITH A THIRD PARTY AS REASONABLY REQUESTED BY THE COMPANY
(INCLUDING, WITHOUT LIMITATION, THE EXECUTIVE BEING AVAILABLE TO THE COMPANY
UPON REASONABLE NOTICE FOR INTERVIEWS AND FACTUAL INVESTIGATIONS, APPEARING AT
THE COMPANY'S REQUEST TO GIVE TESTIMONY WITHOUT REQUIRING SERVICE OF A SUBPOENA
OR OTHER LEGAL PROCESS, VOLUNTEERING TO THE COMPANY ALL PERTINENT INFORMATION
AND TURNING OVER TO THE COMPANY ALL RELEVANT DOCUMENTS WHICH ARE OR MAY COME
INTO THE EXECUTIVE'S POSSESSION, ALL AT TIMES AND ON SCHEDULES THAT ARE
REASONABLY CONSISTENT WITH EXECUTIVE'S OTHER PERMITTED ACTIVITIES AND
COMMITMENTS).
IN THE EVENT THE COMPANY REQUIRES THE EXECUTIVE'S COOPERATION IN
ACCORDANCE WITH THIS SECTION 14, THE COMPANY SHALL REIMBURSE THE EXECUTIVE
SOLELY FOR REASONABLE TRAVEL EXPENSES (INCLUDING LODGING AND MEALS) UPON
SUBMISSION OF RECEIPTS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, UPON TERMINATION OF THE TERM OF EMPLOYMENT HEREUNDER, THE EXECUTIVE
SHALL, IF APPLICABLE, AUTOMATICALLY BE DEEMED TO HAVE RESIGNED AS A DIRECTOR OF
THE BOARD AND OF ANY BOARD OF DIRECTORS (OR SIMILAR GOVERNING BODY) OF ANY
SUBSIDIARY OF THE COMPANY.
15.
RESOLUTION OF DISPUTES.
EXCEPT AS
SPECIFICALLY CONTEMPLATED IN THIS AGREEMENT, ANY CLAIM ARISING OUT OF OR
RELATING TO THIS AGREEMENT, THE EXECUTIVE'S EMPLOYMENT WITH