CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS
YOUR POSITION
INVOLVES A CLOSE AND CONFIDENTIAL RELATIONSHIP IN WHICH YOU WILL BE PRIVY TO
PROPRIETARY INFORMATION OF THE COMPANY, INCLUDING WITHOUT LIMITATION STRATEGIC
PLANNING, ACQUISITION AND INVESTMENT ANALYSIS, RESEARCH, CONSULTING REPORTS,
COMPUTER PROGRAMS AND SALES, TECHNICAL, FINANCIAL AND PROGRAMMING PRACTICES AND
DATA, ALL OF WHICH YOU AGREE WILL BE HELD IN THE STRICTEST CONFIDENCE AT ALL
TIMES.
ALL COPYRIGHT, TRADEMARK AND/OR OTHER INTELLECTUAL PROPERTY RIGHTS OF
ANY KIND DEVELOPED DURING THE TERM OF THIS AGREEMENT AND RELATING TO OR USEFUL
IN THE COMPANY'S BUSINESS, OR TO YOUR DUTIES HEREUNDER ("WORKS") SHALL BE DEEMED
A "WORK FOR HIRE" AND SHALL BE AND REMAIN THE SOLE AND EXCLUSIVE PROPERTY OF THE
COMPANY, AND YOU SHALL, TO THE EXTENT DEEMED NECESSARY OR DESIRABLE BY THE
COMPANY, COOPERATE AND ASSIST THE COMPANY IN PERFECTING, FILING AND RECORDING
ANY SUCH RIGHTS.
TO THE EXTENT THAT ANY WORKS ARE NOT DEEMED "WORK FOR HIRE",
EMPLOYEE HEREBY ASSIGNS ALL OF THE EMPLOYEE'S RIGHTS IN SUCH WORKS TO THE
COMPANY AND WAIVES ANY AND ALL MORAL RIGHTS THE EMPLOYEE MAY HAVE IN SUCH
WORKS.
EMPLOYEE'S OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION
OR TERMINATION OF THIS AGREEMENT.
11.
No Restrictions
In making this Agreement you represent and warrant
that you are free to enter into and perform this Agreement and are not and will
not be under any disability, restriction or prohibition, contractual or
otherwise, with respect to (a) your right to execute this Agreement; (b) your
right to make the covenants contained herein; and (c) your right to fully
perform each and every term and obligation hereunder.
You further agree not to
do or attempt to do, or suffer to be done, during or after the term hereof, any
act in derogation of or inconsistent with the obligations under this Agreement.
12.
MISCELLANEOUS
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT AND
UNDERSTANDING BETWEEN YOU AND THE COMPANY CONCERNING THE COMPENSATION TO BE PAID
TO YOU AND ALL OF THE TERMS AND CONDITIONS OF YOUR EMPLOYMENT AND SUPERCEDES ALL
PRIOR AGREEMENTS CONCERNING SAME, WHETHER WRITTEN OR ORAL, INCLUDING WITHOUT
LIMITATION THE EMPLOYMENT AGREEMENT DATED AS OF DECEMBER 31, 2004.
EACH PARTY
AGREES TO PAY REASONABLE ATTORNEY'S FEES AND COSTS INCURRED BY THE OTHER IF THE
OTHER PARTY IS SUCCESSFUL IN ENFORCING ITS RIGHTS UNDER THIS AGREEMENT IN ANY
COURT ACTION, ARBITRATION OR OTHER PROCEEDING.
THIS AGREEMENT SUPERSEDES ANY
PRIOR UNDERSTANDINGS, REPRESENTATIONS OR AGREEMENTS, WHETHER ORAL OR WRITTEN,
CONCERNING THE SUBJECT MATTER HEREOF. THIS AGREEMENT MAY NOT BE MODIFIED OR
AMENDED EXCEPT BY WRITTEN INSTRUMENT DULY EXECUTED BY EACH OF THE PARTIES.
A
WAIVER BY EITHER PARTY OF ANY TERM OR CONDITION OF THIS AGREEMENT OR THE BREACH
THEREOF SHALL NOT BE DEEMED TO
CONSTITUTE A WAIVER OF ANY OTHER TERM OR CONDITION OF THIS AGREEMENT OR OF ANY
SUBSEQUENT BREACH OF ANY TERM OR CONDITION HEREOF.
SIGNATURE PAGE FOLLOWS
IN WITNESS WHEREOF, intending to be legally bound hereby, the parties have
affixed their hands and seals as of the date