OF THE FOREGOING, THE EXECUTIVE ACKNOWLEDGES THAT
ALL ORIGINAL WORKS OF AUTHORSHIP WHICH ARE MADE BY HIM (SOLELY OR JOINTLY WITH
OTHERS) WITHIN THE SCOPE OF EMPLOYMENT AND WHICH ARE PROTECTABLE BY COPYRIGHT
ARE "WORKS MADE FOR HIRE," AS THAT TERM IS DEFINED IN THE UNITED STATES
COPYRIGHT ACT (17 USC § 101).
TO THE EXTENT ALLOWED BY LAW, THIS SECTION 7(F)
INCLUDES ALL RIGHTS OF PATERNITY, INTEGRITY, DISCLOSURE AND WITHDRAWAL AND ANY
OTHER RIGHTS THAT MAY BE KNOWN AS OR REFERRED TO AS "MORAL RIGHTS" ("MORAL
RIGHTS").
TO THE EXTENT EXECUTIVE RETAINS ANY SUCH MORAL RIGHTS UNDER
APPLICABLE LAW, THE EXECUTIVE HEREBY WAIVES SUCH MORAL RIGHTS AND CONSENTS TO
ANY ACTION CONSISTENT WITH THE TERMS OF THIS AGREEMENT WITH RESPECT TO SUCH
MORAL RIGHTS, IN EACH CASE, TO THE FULL EXTENT OF SUCH APPLICABLE LAW.
THE
EXECUTIVE WILL CONFIRM ANY SUCH WAIVERS AND CONSENTS FROM TIME TO TIME AS
REQUESTED BY THE COMPANY.
(G)
BLUE PENCIL.
IF ANY COURT OF COMPETENT JURISDICTION SHALL AT ANY
TIME DEEM THE DURATION OR THE GEOGRAPHIC SCOPE OF ANY OF THE PROVISIONS OF THIS
SECTION 7 UNENFORCEABLE, THE OTHER PROVISIONS OF THIS SECTION 7 SHALL
NEVERTHELESS STAND AND THE DURATION AND/OR GEOGRAPHIC SCOPE SET FORTH HEREIN
SHALL BE DEEMED TO BE THE LONGEST PERIOD AND/OR GREATEST SIZE PERMISSIBLE BY LAW
UNDER THE CIRCUMSTANCES, AND THE PARTIES HERETO AGREE THAT SUCH COURT SHALL
REDUCE THE TIME PERIOD AND/OR GEOGRAPHIC SCOPE TO PERMISSIBLE DURATION OR SIZE.
SECTION 8.
INJUNCTIVE RELIEF.
WITHOUT INTENDING TO LIMIT THE
REMEDIES AVAILABLE TO THE COMPANY, THE EXECUTIVE ACKNOWLEDGES THAT A BREACH OF
ANY OF THE COVENANTS CONTAINED IN SECTION 7 HEREOF MAY RESULT IN MATERIAL
IRREPARABLE INJURY TO THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES FOR WHICH
THERE IS NO ADEQUATE REMEDY AT LAW, THAT IT WILL NOT BE POSSIBLE TO MEASURE
DAMAGES FOR SUCH INJURIES PRECISELY AND THAT, IN THE EVENT OF SUCH A BREACH OR
THREAT THEREOF, THE COMPANY SHALL BE ENTITLED TO OBTAIN A TEMPORARY RESTRAINING
ORDER AND/OR A PRELIMINARY OR PERMANENT INJUNCTION, WITHOUT THE NECESSITY OF
PROVING IRREPARABLE HARM OR INJURY AS A RESULT OF SUCH BREACH OR THREATENED
BREACH OF SECTION 7 HEREOF, RESTRAINING THE EXECUTIVE FROM ENGAGING IN
ACTIVITIES PROHIBITED BY SECTION 7 HEREOF OR SUCH OTHER RELIEF AS MAY BE
REQUIRED SPECIFICALLY TO ENFORCE ANY OF THE COVENANTS IN SECTION 7 HEREOF.
NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY, THE RESTRICTED PERIOD SHALL
BE TOLLED DURING ANY PERIOD OF VIOLATION OF ANY OF THE COVENANTS IN SECTION 7(B)
OR SECTION 7(C) HEREOF AND DURING ANY OTHER PERIOD REQUIRED FOR LITIGATION
DURING WHICH THE COMPANY SEEKS TO ENFORCE THIS COVENANT AGAINST THE EXECUTIVE IF
IT IS ULTIMATELY DETERMINED THAT SUCH PERSON WAS IN BREACH OF SUCH COVENANTS.
8
SECTION 9.
REPRESENTATIONS AND WARRANTIES OF THE EXECUTIVE.
THE
EXECUTIVE REPRESENTS THAT:
(A)
THE EXECUTIVE IS ENTERING INTO THIS AGREEMENT VOLUNTARILY AND THAT
HIS EMPLOYMENT HEREUNDER AND COMPLIANCE WITH THE TERMS AND CONDITIONS HEREOF
WILL NOT CONFLICT WITH OR RESULT IN THE BREACH BY HIM