ONLY IF ALL THE MATERIAL
FEATURES COMPRISING SUCH INFORMATION HAVE BEEN PUBLISHED IN COMBINATION.
7.
INTELLECTUAL PROPERTY.
IN THE EVENT THAT EMPLOYEE, AS A PART OF
EMPLOYEE'S ACTIVITIES ON BEHALF OF THE COMPANY, GENERATES, AUTHORS OR
CONTRIBUTES TO ANY INVENTION, NEW DEVELOPMENT OR METHOD, WHETHER OR NOT
PATENTABLE AND WHETHER OR NOT REDUCED TO PRACTICE, ANY COPYRIGHTABLE WORK, ANY
TRADE SECRET, ANY OTHER CONFIDENTIAL INFORMATION, OR ANY INFORMATION THAT GIVES
ANY OF THE COMPANY AND ITS SUBSIDIARIES AN ADVANTAGE OVER ANY COMPETITOR, OR
SIMILAR OR RELATED DEVELOPMENTS OR INFORMATION RELATED TO THE PRESENT OR FUTURE
BUSINESS OF ANY OF THE COMPANY AND ITS SUBSIDIARIES (COLLECTIVELY "DEVELOPMENTS
AND INFORMATION"), EMPLOYEE ACKNOWLEDGES THAT ALL DEVELOPMENTS AND INFORMATION
ARE "WORK FOR HIRE" AND THE EXCLUSIVE PROPERTY OF THE COMPANY.
EMPLOYEE HEREBY
ASSIGNS TO THE COMPANY, ITS NOMINEES, SUCCESSORS OR ASSIGNS, ALL RIGHTS, TITLE
AND INTEREST TO DEVELOPMENTS AND INFORMATION.
EMPLOYEE SHALL COOPERATE WITH THE
COMPANY'S BOARD OF DIRECTORS TO PROTECT THE INTERESTS OF THE COMPANY AND ITS
SUBSIDIARIES IN DEVELOPMENTS AND INFORMATION.
EMPLOYEE SHALL EXECUTE AND FILE
ANY DOCUMENT RELATED TO ANY DEVELOPMENTS AND INFORMATION REQUESTED BY THE
COMPANY'S BOARD OF DIRECTORS INCLUDING APPLICATIONS, POWERS OF ATTORNEY,
ASSIGNMENTS OR OTHER INSTRUMENTS WHICH THE COMPANY'S BOARD OF DIRECTORS DEEMS
NECESSARY TO APPLY FOR ANY PATENT, COPYRIGHT OR OTHER PROPRIETARY RIGHT IN ANY
AND ALL COUNTRIES OR TO CONVEY ANY RIGHT, TITLE OR INTEREST THEREIN TO ANY OF
THE COMPANY'S NOMINEES, SUCCESSORS OR ASSIGNS.
8.
NO CONFLICTS.
(A)
EMPLOYEE AGREES THAT IN HER INDIVIDUAL CAPACITY SHE WILL NOT ENTER
INTO ANY AGREEMENT, ARRANGEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH
ANY SUPPLIER, CONTRACTOR, DISTRIBUTOR, WHOLESALER, SALES REPRESENTATIVE,
REPRESENTATIVE GROUP OR CUSTOMER, RELATING TO THE BUSINESS OF THE COMPANY OR ANY
OF ITS SUBSIDIARIES, WITHOUT THE EXPRESS WRITTEN CONSENT OF THE BOARD.
(B)
AS LONG AS EMPLOYEE IS EMPLOYED BY THE COMPANY OR ANY OF ITS
SUBSIDIARIES, EMPLOYEE AGREES THAT EMPLOYEE WILL NOT, EXCEPT WITH THE EXPRESS
WRITTEN CONSENT OF THE BOARD, BECOME ENGAGED IN, RENDER SERVICES FOR, OR PERMIT
HER NAME TO BE USED IN CONNECTION WITH, ANY FOR-
PROFIT BUSINESS OTHER THAN THE BUSINESS OF THE COMPANY, ANY OF ITS SUBSIDIARIES
OR ANY CORPORATION OR PARTNERSHIP IN WHICH THE COMPANY OR ANY OF ITS
SUBSIDIARIES HAVE AN EQUITY INTEREST.
9.
NON-COMPETITION AGREEMENT.
(A)
EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE'S SERVICES ARE OF A SPECIAL,
UNIQUE AND EXTRAORDINARY VALUE TO THE COMPANY AND THAT EMPLOYEE HAS ACCESS TO
THE COMPANY'S TRADE SECRETS, CONFIDENTIAL INFORMATION AND STRATEGIC PLANS OF THE
MOST VALUABLE NATURE AND DEVELOPS GOODWILL ON BEHALF OF THE COMPANY.
ACCORDINGLY, EMPLOYEE AGREES THAT DURING THE RESTRICTED TERM (AS DEFINED BELOW),
EMPLOYEE SHALL NOT DIRECTLY OR INDIRECTLY OWN, MANAGE, CONTROL, PARTICIPATE IN,
CONSULT WITH, RENDER STRATEGIC, MANAGERIAL SALES, MARKETING, INVESTMENT,
FINANCIAL, OR OTHER NON-ADMINISTRATIVE SERVICES FOR, OR IN ANY MANNER ENGAGE IN
ANY BUSINESS COMPETING (AS DEFINED BELOW) WITH THE BUSINESSES OF THE COMPANY OR
ANY OF ITS SUBSIDIARIES AS SUCH BUSINESSES EXIST OR ARE IN PROCESS OF
DEVELOPMENT ON THE TERMINATION DATE (AS EVIDENCED BY