THE COMPANY, AND IN ANY WAY RELATING TO THE BUSINESS ACTIVITIES
WHICH ARE THE SAME AS OR SUBSTANTIALLY SIMILAR TO BUSINESS ACTIVITIES CARRIED ON
BY THE COMPANY GROUP OR BEING DEFINITELY PLANNED BY THE COMPANY GROUP (THE
"BUSINESS"), OR THE PRODUCTS OR SERVICES OF THE COMPANY GROUP, WHETHER OR NOT
SUBJECT TO PATENT, COPYRIGHT OR OTHER PROTECTION AND WHETHER OR NOT REDUCED TO
TANGIBLE FORM ("DEVELOPMENTS"), SHALL BE THE SOLE AND EXCLUSIVE PROPERTY OF THE
COMPANY.
THE EXECUTIVE AGREES TO, AND HEREBY DOES, ASSIGN TO THE COMPANY,
WITHOUT ANY FURTHER CONSIDERATION, ALL OF THE EXECUTIVE'S RIGHT, TITLE AND
INTEREST THROUGHOUT THE WORLD IN AND TO ALL DEVELOPMENTS.
THE EXECUTIVE AGREES
THAT ALL SUCH DEVELOPMENTS THAT ARE COPYRIGHTABLE MAY CONSTITUTE WORKS MADE FOR
HIRE UNDER THE COPYRIGHT LAWS OF THE UNITED STATES AND, AS SUCH, ACKNOWLEDGES
THAT THE COMPANY OR ONE OF THE MEMBERS OF THE COMPANY GROUP, AS THE CASE MAY BE,
IS THE AUTHOR OF SUCH DEVELOPMENTS AND OWNS ALL OF THE RIGHTS COMPRISED IN THE
COPYRIGHT OF SUCH DEVELOPMENTS AND THE EXECUTIVE HEREBY ASSIGNS TO THE COMPANY
WITHOUT ANY FURTHER CONSIDERATION ALL OF THE RIGHTS COMPRISED IN THE COPYRIGHT
AND OTHER PROPRIETARY RIGHTS THE EXECUTIVE MAY HAVE IN ANY SUCH DEVELOPMENT TO
THE EXTENT THAT IT MIGHT NOT BE CONSIDERED A WORK MADE FOR HIRE.
THE EXECUTIVE
SHALL MAKE AND MAINTAIN ADEQUATE AND CURRENT WRITTEN RECORDS OF ALL DEVELOPMENTS
AND SHALL DISCLOSE ALL DEVELOPMENTS PROMPTLY, FULLY AND IN WRITING TO THE
COMPANY PROMPTLY AFTER DEVELOPMENT OF THE SAME, AND AT ANY TIME UPON REQUEST.
(F)
ENFORCEMENT.
THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE
COMPANY'S REMEDIES AT LAW FOR A BREACH OR THREATENED BREACH OF ANY OF THE
PROVISIONS OF SECTIONS 9(A), (B), (C) AND (D) HEREIN WOULD BE INADEQUATE AND, IN
RECOGNITION OF THIS FACT, THE EXECUTIVE AGREES THAT, IN THE EVENT OF SUCH A
BREACH OR THREATENED BREACH, IN ADDITION TO ANY REMEDIES AT LAW, THE COMPANY
SHALL BE ENTITLED TO OBTAIN EQUITABLE RELIEF IN THE FORM OF SPECIFIC
PERFORMANCE, TEMPORARY RESTRAINING ORDER, TEMPORARY OR PERMANENT INJUNCTION OR
ANY OTHER EQUITABLE REMEDY WHICH MAY THEN BE AVAILABLE.
IN ADDITION, THE
COMPANY SHALL BE ENTITLED TO IMMEDIATELY CEASE PAYING ANY AMOUNTS REMAINING DUE
OR PROVIDING ANY BENEFITS TO THE EXECUTIVE PURSUANT TO SECTION 8 IN THE EVENT
THAT THE EXECUTIVE HAS VIOLATED ANY PROVISION OF SECTION 9(A) OR HAS MATERIALLY
BREACHED ANY OF HIS OBLIGATIONS UNDER SECTIONS 9(B), (C), (D) AND (E) OF THIS
AGREEMENT.
THE EXECUTIVE
12
UNDERSTANDS THAT THE PROVISIONS OF SECTIONS 9(A) AND 9(B) MAY LIMIT HIS ABILITY
TO EARN A LIVELIHOOD IN A BUSINESS SIMILAR TO THE BUSINESS BUT HE NEVERTHELESS
AGREES AND HEREBY ACKNOWLEDGES THAT (I) SUCH PROVISIONS DO NOT IMPOSE A GREATER
RESTRAINT THAN IS NECESSARY TO PROTECT THE GOODWILL OR OTHER BUSINESS INTERESTS
OF THE COMPANY, (II) SUCH PROVISIONS CONTAIN REASONABLE LIMITATIONS AS TO TIME
AND SCOPE OF ACTIVITY TO BE RESTRAINED, (III) SUCH PROVISIONS ARE NOT HARMFUL TO
THE GENERAL PUBLIC, (IV) SUCH PROVISIONS ARE NOT UNDULY BURDENSOME TO