DISCONTINUE THEIR EMPLOYMENT WITH THE COMPANY.
(C)
NON-DISPARAGEMENT.
DURING EXECUTIVE'S EMPLOYMENT WITH THE COMPANY
AND FOR A PERIOD OF ONE (1) YEAR FOLLOWING EXECUTIVE'S TERMINATION, OR FOR A
PERIOD OF TWO (2) YEARS IF EXECUTIVE RECEIVES A SEVERANCE PAYMENT DUE TO A
TERMINATION DATE THAT OCCURS WITHIN (1) YEAR FOLLOWING A CHANGE IN CONTROL,
EXECUTIVE AGREES NOT TO MAKE ANY STATEMENTS OR TAKE ANY ACTIONS THAT ARE
INTENDED TO OR THAT WOULD REASONABLY BE EXPECTED TO HARM OR ADVERSELY AFFECT THE
REPUTATION OF THE COMPANY OR THE PERSONAL OR PROFESSIONAL REPUTATION OF ANY OF
THE COMPANY'S DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES.
(D)
DISCLOSURE AND ASSIGNMENT TO THE COMPANY OF INVENTIONS AND
INNOVATIONS.
(I)
EXECUTIVE AGREES THAT ALL MATERIALS, INVENTIONS, DISCOVERIES,
IMPROVEMENTS OR THE LIKE THAT EXECUTIVE, INDIVIDUALLY OR WITH OTHERS, MAY
ORIGINATE, DEVELOP OR REDUCE TO PRACTICE WHILE EMPLOYED WITH THE COMPANY
RELATING TO THE BUSINESS OR PRODUCTS OF THE COMPANY, THE COMPANY'S ACTUAL OR
DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT OR ANY WORK PERFORMED BY
EXECUTIVE FOR THE COMPANY (INDIVIDUALLY, A "CREATION" AND COLLECTIVELY, THE
"CREATIONS") SHALL, AS BETWEEN THE COMPANY AND EXECUTIVE, BELONG TO AND BE THE
SOLE PROPERTY OF COMPANY.
EXECUTIVE HEREBY WAIVES ANY AND ALL "MORAL RIGHTS,"
INCLUDING, BUT NOT LIMITED TO, ANY RIGHT TO IDENTIFICATION OF AUTHORSHIP, RIGHT
OF APPROVAL ON MODIFICATIONS OR LIMITATION ON SUBSEQUENT MODIFICATION, THAT
EXECUTIVE MAY HAVE IN RESPECT OF ANY CREATION.
EXECUTIVE FURTHER AGREES,
WITHOUT FURTHER CONSIDERATION, TO PROMPTLY DISCLOSE EACH SUCH CREATION TO THE
COMPANY AND TO SUCH OTHER INDIVIDUALS AS THE COMPANY MAY DIRECT.
EXECUTIVE
FURTHER AGREES TO EXECUTE AND TO JOIN OTHERS IN EXECUTING SUCH APPLICATIONS,
ASSIGNMENTS AND OTHER DOCUMENTS AS MAY BE NECESSARY OR CONVENIENT TO VEST IN THE
COMPANY OR ANY CLIENT OF THE COMPANY, AS APPROPRIATE, FULL TITLE TO EACH SUCH
CREATION AND AS MAY BE REASONABLY NECESSARY OR CONVENIENT TO OBTAIN UNITED
STATES AND FOREIGN PATENTS OR COPYRIGHTS THEREON TO THE EXTENT THE COMPANY OR
ANY CLIENT OF THE COMPANY, AS APPROPRIATE, MAY CHOOSE.
EXECUTIVE FURTHER AGREES
TO TESTIFY IN ANY LEGAL OR ADMINISTRATIVE PROCEEDING RELATIVE TO ANY SUCH
CREATION WHENEVER REQUESTED TO DO SO BY THE
8
COMPANY, PROVIDED THAT THE COMPANY AGREES TO REIMBURSE EXECUTIVE FOR ANY
REASONABLE EXPENSES INCURRED IN PROVIDING SUCH TESTIMONY.
(II)
THE FOREGOING COVENANT SHALL NOT APPLY TO ANY CREATION FOR WHICH
NO EQUIPMENT, SUPPLIES, FACILITIES, OR TRADE SECRET INFORMATION OF THE COMPANY
WAS USED AND WHICH WAS DEVELOPED ENTIRELY ON EXECUTIVE'S OWN TIME, UNLESS
(I) THE CREATION RELATES TO (A) THE BUSINESS OF THE COMPANY OR (B) ANY ACTUAL OR
REASONABLY ANTICIPATED RESEARCH OR DEVELOPMENT OF THE COMPANY OR (II) THE
CREATION RESULTS FROM ANY WORK PERFORMED BY EXECUTIVE FOR THE COMPANY.
(E)
REMEDIES NOT EXCLUSIVE.
IN THE EVENT THAT EXECUTIVE BREACHES ANY
TERMS OF THIS SECTION 7, EXECUTIVE ACKNOWLEDGES AND AGREES THAT SAID BREACH MAY
RESULT IN THE IMMEDIATE AND IRREPARABLE HARM TO THE BUSINESS AND GOODWILL OF THE
COMPANY AND THAT DAMAGES, IF ANY, AND REMEDIES OF LAW FOR SUCH BREACH MAY BE
INADEQUATE