ANY MANNER PERSUADE OR ATTEMPT TO PERSUADE ANY SUCH
PERSON OR ENTITY (A) TO DISCONTINUE ITS BUSINESS RELATIONSHIP WITH SOFTBRANDS OR
ITS
8
AFFILIATES, OR (B) TO ENTER INTO A BUSINESS RELATIONSHIP WITH ANY ENTITY OR
PERSON THE LOSS OF WHICH THE EXECUTIVE SHOULD REASONABLY ANTICIPATE WOULD BE
DETRIMENTAL TO SOFTBRANDS OR ITS AFFILIATES IN ANY RESPECT.
THE COVENANTS AND
RESTRICTIONS CONTAINED IN THIS SECTION 5.3 (I) SHALL ONLY APPLY TO CLIENTS,
CUSTOMERS OR AGENTS FOR SOFTWARE PRODUCTS AND RELATED TECHNOLOGIES AND SERVICES
DEVELOPED, DESIGNED, MANUFACTURED, PROVIDED AND/OR SOLD FOR THE HOSPITALITY AND
MANUFACTURING SOFTWARE MARKETS, AND (II) SHALL NOT, FOR THE AVOIDANCE OF DOUBT,
APPLY TO CLIENTS, CUSTOMERS OR AGENTS WHO ENTER INTO RELATIONSHIPS, DIRECTLY OR
INDIRECTLY, WITH THE EXECUTIVE RELATING TO, OR WITH ANY BUSINESS WITH WHICH
EXECUTIVE MAY BECOME ASSOCIATED AFTER THE EXECUTIVE TERM THAT IS ENGAGED IN,
DEVELOPING, MARKETING, SELLING, LICENSING OR SERVICING SOFTWARE AND RELATED
TECHNOLOGIES FOR SUPPLY CHAIN MANAGEMENT, AND (III) SHALL NOT APPLY TO THE
EXTENT THAT SOFTBRANDS IS IN DEFAULT IN THE PAYMENT OF ANY OBLIGATION OWED TO
THE EXECUTIVE.
Nothing in this Section 5.3 shall limit Executive's fiduciary obligations as a
director after December 31, 2007.
5.4
NON-SOLICITATION OF EMPLOYEES.
THE EXECUTIVE AND ANY ENTITY
CONTROLLED BY HIM OR WITH WHICH HE IS ASSOCIATED (AS THE TERMS "CONTROL" AND
"ASSOCIATE" ARE DEFINED IN THE EXCHANGE ACT) SHALL NOT, THROUGH DECEMBER 31,
2007, DIRECTLY OR INDIRECTLY SOLICIT, INTERFERE WITH, OFFER TO HIRE OR INDUCE
ANY PERSON WHO IS OR WAS AN OFFICER OR EMPLOYEE OF SOFTBRANDS OR ANY AFFILIATE
(AS THE TERM "AFFILIATE" IS DEFINED IN THE EXCHANGE ACT) (OTHER THAN SECRETARIAL
PERSONNEL WHO WORKED DIRECTLY WITH EXECUTIVE DURING HIS EMPLOYMENT) TO
DISCONTINUE HIS OR HER RELATIONSHIP WITH SOFTBRANDS OR AN AFFILIATE OF
SOFTBRANDS,.
(THESE ACTS ARE HEREINAFTER REFERRED TO AS THE "PROHIBITED ACTS OF
SOLICITATION.").
Nothing in this Section 5.4 shall limit Executive's fiduciary obligations as a
director after December 31, 2007
5.5
RETURN OF PROPERTY.
UPON TERMINATION OF EMPLOYMENT, AND AT THE
REQUEST OF SOFTBRANDS, THE EXECUTIVE AGREES TO PROMPTLY DELIVER TO SOFTBRANDS
ALL SOFTBRANDS' COMPANY OR AFFILIATE MEMORANDA, NOTES, RECORDS, REPORTS MANUALS,
DRAWINGS, DESIGNS, COMPUTER FILES IN ANY MEDIA, AND OTHER DOCUMENTS (INCLUDING
EXTRACTS AND COPIES THEREOF) RELATING TO SOFTBRANDS OR ITS AFFILIATES, AND ALL
OTHER PROPERTY OF SOFTBRANDS.
5.6
INVENTIONS.
ALL PROCESSES, INVENTIONS, PATENTS, COPYRIGHTS,
TRADEMARKS AND OTHER INTANGIBLE RIGHTS THAT MAY BE CONCEIVED OR DEVELOPED BY THE
EXECUTIVE, EITHER ALONE OR WITH OTHERS, DURING THE EXECUTIVE TERM, WHETHER OR
NOT CONCEIVED OR DEVELOPED DURING EXECUTIVE'S WORKING HOURS, AND WITH RESPECT TO
WHICH THE EQUIPMENT, SUPPLIES, FACILITIES OR TRADE SECRET INFORMATION OF
SOFTBRANDS WAS USED, OR THAT RELATE AT THE TIME OF CONCEPTION OR REDUCTION TO
PRACTICE OF THE INVENTION TO THE BUSINESS OF SOFTBRANDS, OR TO SOFTBRANDS'
ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT, OR THAT RESULT FROM
ANY WORK PERFORMED BY EXECUTIVE FOR SOFTBRANDS, SHALL BE THE SOLE PROPERTY OF
SOFTBRANDS.
UPON THE REQUEST OF SOFTBRANDS, EXECUTIVE SHALL DISCLOSE TO
SOFTBRANDS ALL INVENTIONS OR IDEAS