of the parties that this Section 5.2 shall be so enforced);
provided, however,
that the restrictive covenant set forth herein shall
automatically terminate or expire upon a Change in Control event and shall not
be of any further force or effect whatsoever following said Change in Control
event.
5.3
NON-SOLICITATION.
WITHOUT PRIOR WRITTEN CONSENT OF THE BOARD OF
DIRECTORS OF EMPLOYER, EXECUTIVE AGREES THAT HE WILL NOT, AT ANY TIME DURING THE
TWO-YEAR PERIOD FOLLOWING THE EXPIRATION OF THE TERM OF EMPLOYMENT FOR
NON-RENEWAL AS SET FORTH IN SECTION 4.1 OR THE TERMINATION OF THE TERM OF
EMPLOYMENT FOR ANY REASON AS SET FORTH ABOVE IN SECTIONS 4.4 THROUGH 4.7:
18
(A)
HIRE OR ATTEMPT TO HIRE, OR ASSIST IN HIRING, ANY EMPLOYEES OF
EMPLOYER OR ANY OF ITS AFFILIATES, OR SOLICIT, ENCOURAGE OR INDUCE ANY SUCH
EMPLOYEE TO TERMINATE HIS OR HER RELATIONSHIP WITH EMPLOYER OR ANY SUCH
AFFILIATE; OR
(B)
SOLICIT, ENCOURAGE OR INDUCE ANY CUSTOMER OR CLIENT OF EMPLOYER OR
ANY OF ITS AFFILIATES TO TERMINATE HIS OR ITS RELATIONSHIP WITH EMPLOYER OR ANY
SUCH AFFILIATE OR TO DO BUSINESS WITH ANYONE OTHER THAN EMPLOYER AND ITS
AFFILIATES.
5.4
INTELLECTUAL PROPERTY.
EXECUTIVE WILL, DURING THE PERIOD OF HIS
EMPLOYMENT, DISCLOSE TO EMPLOYER PROMPTLY AND FULLY ALL INTELLECTUAL PROPERTY
(AS DEFINED BELOW) MADE OR CONCEIVED BY EXECUTIVE (EITHER SOLELY OR JOINTLY WITH
OTHERS) INCLUDING BUT NOT LIMITED TO INTELLECTUAL PROPERTY WHICH RELATE TO THE
BUSINESS OF EMPLOYER OR RESULT FROM WORK PERFORMED BY HIM FOR EMPLOYER. ALL
INTELLECTUAL PROPERTY AND ALL RECORDS RELATED TO INTELLECTUAL PROPERTY, WHETHER
OR NOT PATENTABLE, SHALL BE AND REMAIN THE SOLE AND EXCLUSIVE PROPERTY OF
EMPLOYER AND EMPLOYER SHALL HAVE THE EXCLUSIVE WORLDWIDE AND PERPETUAL RIGHT TO
USE, MAKE, AND SELL PRODUCTS AND/OR SERVICES DERIVED THEREFROM.
INTELLECTUAL
PROPERTY MEANS ALL COPYRIGHTS, TRADEMARKS, TRADE NAMES, TRADE SECRETS,
PROPRIETARY INFORMATION, INVENTIONS, DESIGNS, DEVELOPMENTS, AND IDEAS, AND ALL
KNOW-HOW RELATED THERETO. EXECUTIVE HEREBY ASSIGNS AND AGREES TO ASSIGN TO
EMPLOYER ALL HIS RIGHTS TO INTELLECTUAL PROPERTY AND ANY PATENTS, TRADEMARKS, OR
COPYRIGHTS WHICH MAY BE ISSUED WITH RESPECT TO INTELLECTUAL PROPERTY.
EXECUTIVE
FURTHER ACKNOWLEDGES THAT ALL WORK SHALL BE WORK MADE FOR HIRE. DURING AND AFTER
THE TERM OF EMPLOYMENT, EXECUTIVE AGREES TO ASSIST EMPLOYER, WITHOUT CHARGE TO
EMPLOYER BUT AT ITS REQUEST AND EXPENSE, TO OBTAIN AND RETAIN RIGHTS IN
INTELLECTUAL PROPERTY, AND WILL EXECUTE ALL APPROPRIATE RELATED DOCUMENTS AT THE
REQUEST OF EMPLOYER. EXECUTIVE AND EMPLOYER AGREE THAT THIS SECTION 5.4 SHALL
NOT APPLY TO ANY INTELLECTUAL PROPERTY FOR WHICH NO EQUIPMENT, SUPPLIES,
FACILITIES, TRADE SECRET, OR OTHER CONFIDENTIAL INFORMATION OF EMPLOYER WAS USED
AND WHICH WAS DEVELOPED ENTIRELY ON HIS OWN TIME, PROVIDED THAT IT DOES NOT
RELATE TO THE BUSINESS OF EMPLOYER OR AND DOES NOT RESULT FROM ANY WORK
PERFORMED BY HIM FOR EMPLOYER.
5.5
RETURN OF MATERIALS.
UPON THE TERMINATION OF EXECUTIVE'S
EMPLOYMENT, EXECUTIVE WILL RETURN TO EMPLOYER ALL EMPLOYER PROPERTY, INCLUDING
ALL MATERIALS FURNISHED TO EXECUTIVE DURING THE TERM OF EMPLOYMENT (INCLUDING
BUT NOT LIMITED TO KEYS, COMPUTERS,