(B)
UPON THE COMPANY'S REQUEST AT ANY TIME AND FOR ANY REASON,
COLATOSTI SHALL IMMEDIATELY DELIVER TO THE COMPANY ALL MATERIALS (INCLUDING ALL
COPIES) IN COLATOSTI'S POSSESSION WHICH CONTAIN OR RELATE TO CONFIDENTIAL
INFORMATION.
(C)
ALL INVENTIONS, DEVELOPMENTS OR IMPROVEMENTS MADE BY COLATOSTI,
EITHER ALONE OR IN CONJUNCTION WITH OTHERS, AT ANY TIME OR AT ANY PLACE DURING
THE TERM, WHETHER OR NOT REDUCED TO WRITING OR PRACTICE DURING SUCH TERM, WHICH
RELATE TO THE BUSINESS IN WHICH THE COMPANY OR ANY SUBSIDIARY OR AFFILIATE IS
ENGAGED OR IN WHICH THE COMPANY OR ANY SUBSIDIARY OR AFFILIATE INTENDS TO
ENGAGE, SHALL BE THE EXCLUSIVE PROPERTY OF THE COMPANY.
COLATOSTI SHALL
PROMPTLY DISCLOSE ANY SUCH INVENTION, DEVELOPMENT OR IMPROVEMENT TO THE COMPANY,
AND, AT THE REQUEST AND EXPENSE OF THE COMPANY, SHALL ASSIGN ALL OF COLATOSTI'S
RIGHTS TO THE SAME TO THE COMPANY.
COLATOSTI SHALL SIGN ALL INSTRUMENTS
NECESSARY FOR THE FILING AND PROSECUTION OF ANY APPLICATIONS FOR OR EXTENSION OR
RENEWALS OF LETTERS PATENT OF THE UNITED STATES OR ANY FOREIGN COUNTRY WHICH THE
COMPANY DESIRES TO FILE. ALL COPYRIGHTABLE WORK BY COLATOSTI RELATING TO THE
COMPANY'S BUSINESS OR ANY SUBSIDIARY'S BUSINESS DURING THE TERM IS INTENDED TO
BE "WORK MADE FOR HIRE" AS DEFINED IN SECTION 101 OF THE COPYRIGHT ACT OF 1976,
AND SHALL BE THE PROPERTY OF THE COMPANY.
IF THE COPYRIGHT TO ANY SUCH
COPYRIGHTABLE WORK IS NOT THE PROPERTY OF THE COMPANY BY OPERATION OF LAW,
COLATOSTI WILL, WITHOUT FURTHER CONSIDERATION, ASSIGN TO THE COMPANY ALL RIGHT,
TITLE AND INTEREST IN SUCH COPYRIGHTABLE WORK AND WILL ASSIST THE COMPANY AND
ITS NOMINEES IN EVERY WAY, AT THE COMPANY'S EXPENSE, TO SECURE, MAINTAIN AND
DEFEND FOR THE COMPANY'S BENEFIT COPYRIGHTS AND ANY EXTENSIONS AND RENEWALS
THEREOF ON ANY AND ALL SUCH WORK INCLUDING TRANSLATIONS THEREOF IN ANY AND ALL
COUNTRIES, SUCH WORK TO BE AND TO REMAIN THE PROPERTY OF THE COMPANY WHETHER
COPYRIGHTED OR NOT.
5.
REMEDIES.
WITHOUT LIMITING THE
REMEDIES AVAILABLE TO THE COMPANY, COLATOSTI ACKNOWLEDGES THAT A BREACH OF ANY
OF THE COVENANTS CONTAINED IN SECTION 4 HEREIN COULD RESULT IN IRREPARABLE
INJURY TO THE COMPANY FOR WHICH THERE MIGHT BE NO ADEQUATE REMEDY AT LAW, AND
THAT, IN THE EVENT OF SUCH A BREACH OR THREAT THEREOF, THE COMPANY SHALL BE
ENTITLED TO OBTAIN A TEMPORARY RESTRAINING ORDER AND/OR A PRELIMINARY INJUNCTION
AND A PERMANENT INJUNCTION RESTRAINING COLATOSTI FROM ENGAGING IN ANY ACTIVITIES
PROHIBITED BY SECTION 4 HEREIN OR SUCH OTHER EQUITABLE RELIEF AS MAY BE REQUIRED
TO ENFORCE SPECIFICALLY ANY OF THE COVENANTS OF SECTION 4.
THE FOREGOING
PROVISIONS AND THE PROVISIONS OF SECTION 4 HEREIN SHALL SURVIVE THE TERM OF THIS
AGREEMENT AND THE TERMINATION OF COLATOSTI'S SERVICES WITH THE COMPANY, AND
SHALL CONTINUE THEREAFTER IN FULL FORCE AND EFFECT IN ACCORDANCE WITH THEIR
TERMS.
6.
TERMINATION.
COLATOSTI'S ENGAGEMENT BY
THE COMPANY HEREUNDER MAY BE TERMINATED AT ANY TIME BY THE COMPANY WITH OR
WITHOUT CAUSE, OR BY COLATOSTI UPON AT LEAST THIRTY (30) DAYS' PRIOR WRITTEN
NOTICE TO THE