OR SUPPLIER OF THE COMPANY.
(D)
NON-DISPARAGEMENT.
THE EXECUTIVE AGREES THAT, EXCEPT AS REQUIRED
BY APPLICABLE LAW, OR COMPELLED BY PROCESS OF LAW, AT ANY TIME FOLLOWING THE
DATE HEREOF, NEITHER HE, NOR ANYONE ACTING ON HIS BEHALF, SHALL HEREAFTER
(I) MAKE ANY DEROGATORY, DISPARAGING OR CRITICAL STATEMENT ABOUT THE COMPANY, OR
ANY OF THE COMPANY'S CURRENT OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS OR
LENDERS OR ANY PERSONS WHO WERE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS OR
LENDERS OF THE COMPANY; OR (II)
WITHOUT THE COMPANY'S PRIOR WRITTEN CONSENT,
COMMUNICATE, DIRECTLY OR INDIRECTLY, WITH THE PRESS OR OTHER MEDIA, CONCERNING
THE PAST OR PRESENT EMPLOYEES OR BUSINESS OF THE COMPANY.
(E)
RETURN OF DOCUMENTS.
IN THE EVENT OF THE TERMINATION OF
EXECUTIVE'S EMPLOYMENT FOR ANY REASON, THE EXECUTIVE SHALL DELIVER TO THE
COMPANY ALL OF (I) THE PROPERTY OF THE COMPANY AND (II) THE DOCUMENTS AND DATA
OF ANY NATURE AND IN WHATEVER MEDIUM OF THE COMPANY IN HIS POSSESSION, AND HE
SHALL NOT TAKE WITH HIM ANY SUCH PROPERTY, DOCUMENTS OR DATA OR ANY REPRODUCTION
THEREOF, OR ANY DOCUMENTS CONTAINING OR PERTAINING TO ANY CONFIDENTIAL
INFORMATION.
(F)
WORKS FOR HIRE.
THE EXECUTIVE AGREES THAT THE COMPANY SHALL OWN
ALL RIGHT, TITLE AND INTEREST (INCLUDING PATENT RIGHTS, COPYRIGHTS, TRADE SECRET
RIGHTS, MASK WORK RIGHTS AND OTHER RIGHTS THROUGHOUT THE WORLD) IN ANY
INVENTIONS, WORKS OF AUTHORSHIP, MASK WORKS, IDEAS OR INFORMATION MADE OR
CONCEIVED OR REDUCED TO PRACTICE, IN WHOLE OR IN PART, BY THE EXECUTIVE (EITHER
ALONE OR WITH OTHERS) DURING THE EMPLOYMENT TERM ("DEVELOPMENTS"); PROVIDED,
HOWEVER, THAT THE COMPANY SHALL NOT OWN DEVELOPMENTS FOR WHICH NO EQUIPMENT,
SUPPLIES, FACILITY, TRADE SECRET INFORMATION OR CONFIDENTIAL INFORMATION OF THE
COMPANY WAS USED AND WHICH WERE DEVELOPED ENTIRELY ON EXECUTIVE'S TIME, AND
WHICH DO NOT RELATE (A) TO THE BUSINESS OF THE COMPANY OR ITS AFFILIATES OR (B)
TO THE COMPANY'S OR ITS AFFILIATES ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH
OR DEVELOPMENT, AND (II) WHICH DO NOT RESULT FROM ANY WORK PERFORMED BY THE
EXECUTIVE FOR THE COMPANY.
SUBJECT TO THE FOREGOING, EXECUTIVE WILL PROMPTLY
AND FULLY
7
DISCLOSE TO THE COMPANY, OR ANY PERSONS DESIGNATED BY IT, ANY AND ALL
DEVELOPMENTS MADE OR CONCEIVED OR REDUCED TO PRACTICE OR LEARNED BY THE
EXECUTIVE, EITHER ALONE OR JOINTLY WITH OTHERS DURING THE EMPLOYMENT TERM.
THE
EXECUTIVE HEREBY ASSIGNS ALL RIGHT, TITLE AND INTEREST IN AND TO ANY AND ALL OF
THESE DEVELOPMENTS TO THE COMPANY.
THE EXECUTIVE AGREES TO ASSIST THE COMPANY,
AT THE COMPANY'S EXPENSE, TO FURTHER EVIDENCE, RECORD AND PERFECT SUCH
ASSIGNMENTS, AND TO PERFECT, OBTAIN, MAINTAIN, ENFORCE, AND DEFEND ANY RIGHTS
SPECIFIED TO BE SO OWNED OR ASSIGNED.
THE EXECUTIVE HEREBY IRREVOCABLY
DESIGNATES AND APPOINTS THE COMPANY AND ITS AGENTS AS ATTORNEYS-IN-FACT TO ACT
FOR AND ON THE EXECUTIVE'S BEHALF TO EXECUTE AND FILE ANY DOCUMENT AND TO DO ALL
OTHER LAWFULLY PERMITTED ACTS TO FURTHER THE PURPOSES OF THE FOREGOING WITH THE
SAME LEGAL FORCE AND EFFECT AS IF EXECUTED BY THE EXECUTIVE.
IN ADDITION, AND
NOT IN CONTRAVENTION OF ANY