WHILE SHE SERVES AS A MANAGER OF THE
COMPANY AND/OR A DIRECTOR OF ANY OF ITS SUBSIDIARIES (INCLUDING ANY OF THE
FOREGOING THAT CONSTITUTES ANY PROPRIETARY INFORMATION OR RECORDS) ("WORK
PRODUCT") BELONG TO THE COMPANY, SOLERA, INC. OR SUCH SUBSIDIARY OR AFFILIATE
AND PURCHASER HEREBY ASSIGNS, AND AGREES TO ASSIGN, ALL OF THE ABOVE WORK
PRODUCT TO THE COMPANY, SOLERA, INC. OR TO SUCH SUBSIDIARY OR AFFILIATE.
ANY
COPYRIGHTABLE WORK PREPARED IN WHOLE OR IN PART BY PURCHASER IN THE COURSE OF
HER WORK FOR ANY OF THE FOREGOING ENTITIES SHALL BE DEEMED A "WORK MADE FOR
HIRE" UNDER THE COPYRIGHT LAWS, AND THE COMPANY, SOLERA, INC. OR SUCH SUBSIDIARY
OR AFFILIATE SHALL OWN ALL RIGHTS THEREIN.
TO THE EXTENT THAT ANY SUCH
COPYRIGHTABLE WORK IS NOT A "WORK MADE FOR HIRE," PURCHASER HEREBY ASSIGNS AND
AGREES TO ASSIGN TO THE COMPANY, SOLERA, INC. OR SUCH SUBSIDIARY OR AFFILIATE
ALL RIGHT, TITLE, AND INTEREST, INCLUDING WITHOUT LIMITATION, COPYRIGHT IN AND
TO SUCH COPYRIGHTABLE WORK.
PURCHASER SHALL PROMPTLY DISCLOSE SUCH WORK PRODUCT
AND COPYRIGHTABLE WORK TO THE BOARD AND PERFORM ALL ACTIONS REASONABLY REQUESTED
BY THE BOARD (WHETHER DURING OR AFTER THE
8
SERVICE PERIOD) TO ESTABLISH AND CONFIRM THE COMPANY'S, SOLERA, INC.'S OR SUCH
SUBSIDIARY'S OR AFFILIATE'S OWNERSHIP (INCLUDING, WITHOUT LIMITATION,
ASSIGNMENTS, CONSENTS, POWERS OF ATTORNEY, AND OTHER INSTRUMENTS).
PURCHASER
UNDERSTANDS, HOWEVER, THAT THERE IS NO OBLIGATION BEING IMPOSED ON HER TO ASSIGN
TO THE COMPANY OR ANY SUBSIDIARY OR AFFILIATE, ANY INVENTION FALLING WITHIN THE
DEFINITION OF WORK PRODUCT FOR WHICH NO EQUIPMENT, SUPPLIES, FACILITY, OR TRADE
SECRET INFORMATION OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES WAS
USED AND THAT WAS DEVELOPED ENTIRELY ON HER OWN TIME, UNLESS:
(I) SUCH WORK
PRODUCT RELATES (A) TO THE COMPANY'S, OR ITS SUBSIDIARIES' OR AFFILIATES'
BUSINESSES OR (B) TO THEIR ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR
DEVELOPMENT, OR (II) THE WORK PRODUCT RESULTS FROM ANY WORK PERFORMED BY HER FOR
THEM UNDER THIS AGREEMENT.
PURCHASER HAS IDENTIFIED ON THE SIGNATURE PAGE TO
THIS AGREEMENT ALL WORK PRODUCT THAT IS OR WAS OWNED BY HER OR WAS WRITTEN,
DISCOVERED, MADE, CONCEIVED OR FIRST REDUCED TO PRACTICE BY HER ALONE OR JOINTLY
WITH ANOTHER PERSON PRIOR TO THE DATE HEREOF.
IF NO SUCH WORK PRODUCT IS
LISTED, PURCHASER REPRESENTS TO THE COMPANY THAT SHE DOES NOT NOW NOR HAS SHE
EVER OWNED, NOR HAS SHE MADE, ANY SUCH WORK PRODUCT.
7.
RESTRICTIVE COVENANTS.
PURCHASER ACKNOWLEDGES THAT IN THE
COURSE OF HER SERVICE FOR THE COMPANY AND/OR ANY OF ITS SUBSIDIARIES SHE WILL
BECOME FAMILIAR WITH THE COMPANY'S, SOLERA, INC.'S AND THEIR RESPECTIVE
SUBSIDIARIES' TRADE SECRETS AND WITH OTHER CONFIDENTIAL INFORMATION CONCERNING
THE COMPANY, SOLERA, INC. AND SUCH SUBSIDIARIES AND THAT HER SERVICES WILL BE OF
SPECIAL, UNIQUE AND EXTRAORDINARY VALUE TO THE COMPANY, SOLERA, INC. AND SUCH
SUBSIDIARIES.
THEREFORE, PURCHASER AGREES THAT:
(A)
NONSOLICITATION.
DURING THE SERVICE PERIOD AND FOR A PERIOD OF TWO
YEARS THEREAFTER, PURCHASER SHALL NOT DIRECTLY OR INDIRECTLY THROUGH ANOTHER
ENTITY (I) INDUCE OR ATTEMPT TO