PURSUANT TO SECTION 4 ABOVE, THROUGH THE EFFECTIVE DATE OF
TERMINATION.
10.
COMMUNICATION OF CONFIDENTIAL MATTERS.
MR.
WENNER AGREES THAT HE SHALL NOT, DURING THE TERM OF THIS AGREEMENT OR
THEREAFTER, USE FOR THE BENEFIT OF HIMSELF OR ANOTHER, OR COMMUNICATE OR DIVULGE
TO ANY OTHER PERSON, FIRM, ASSOCIATION OR CORPORATION, WITHOUT THE PRIOR CONSENT
OF THE COMPANY, ANY INFORMATION CONCERNING ANY INVENTIONS, DISCOVERIES,
IMPROVEMENTS, TRADE SECRETS, RESEARCH, SECRET DATA, TECHNICAL KNOW-HOW,
COMPETITIVE INFORMATION, PRICE LISTS, CUSTOMER LISTS OR OTHER CONFIDENTIAL
MATTERS POSSESSED, OWNED OR USED BY THE COMPANY OF WHICH HE IS CURRENTLY AWARE
OR THAT MAY BE COMMUNICATED TO, ACQUIRED BY OR LEARNED BY MR. WENNER AT ANY
TIME, SO LONG AS SUCH MATTERS REMAIN SECRET, CONFIDENTIAL OR OTHERWISE
PROTECTABLE, EITHER DURING OR AFTER THE TERM OF THIS AGREEMENT.
11.
OWNERSHIP OF DOCUMENTATION.
ALL ORIGINALS AND
COPIES OF CORRESPONDENCE, RECORDS, DOCUMENTS, COMPUTATIONS, CHARTS, REPORTS,
MEMORANDA, NOTES AND OTHER DOCUMENTATION PREPARED, RETAINED, COMPILED OR
RECEIVED BY MR. WENNER SHALL AT ALL TIMES BE AND REMAIN THE SOLE AND EXCLUSIVE
PROPERTY OF THE COMPANY AND MR. WENNER SHALL TURN OVER SAME TO THE COMPANY UPON
THE TERMINATION OF THIS AGREEMENT OR AT ANY EARLIER TIME UPON THE COMPANY'S
REQUEST.
12.
UNIQUE SERVICES.
THE PARTIES MUTUALLY AGREE
THAT MR. WENNERS'S SERVICES ARE SPECIAL, UNIQUE, UNUSUAL AND EXTRAORDINARY,
GIVING THEM PECULIAR VALUE, THE LOSS OF WHICH CANNOT BE REASONABLY OR ADEQUATELY
COMPENSATED IN DAMAGES IN AN ACTION AT LAW AND THAT UPON ANY BREACH BY MR.
WENNER, THE PARTIES INTEND THAT THE COMPANY SHALL BE ENTITLED TO SEEK EQUITABLE
RELIEF BY INJUNCTION OR OTHERWISE.
13.
RIGHTS.
ALL RESULTS AND PROCEEDS OF MR.
WENNER'S GRANTS AND SERVICES HEREUNDER SHALL BE OWNED EXCLUSIVELY BY THE
COMPANY, SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
MR. WENNER
HEREBY ASSIGNS TO THE COMPANY ALL RIGHT, TITLE AND INTEREST IN AND TO ANY
INTELLECTUAL PROPERTY CREATED PURSUANT TO THE PERFORMANCE OF THIS AGREEMENT.
14.
RIGHTS IN MARKS; INFRINGEMENT.
(A)
MR. WENNER HEREBY ACKNOWLEDGES THAT FOR
GOOD AND VALUABLE CONSIDERATION, MR. WENNER HAS PREVIOUSLY ASSIGNED UNTO THE
COMPANY ALL RIGHT, TITLE AND INTEREST IN AND TO ALL TRADEMARKS ASSOCIATED WITH
THE PRODUCTS OR THE COMPANY, INCLUDING BUT NOT LIMITED TO THOSE SET FORTH ON
EXHIBIT A HERETO (ALL OF WHICH MARKS,
3
WHETHER SET FORTH ON EXHIBIT A OR OTHERWISE, SHALL BE REFERRED TO HEREIN AS THE
"MARKS"), TOGETHER WITH THE GOODWILL OF THE BUSINESS SYMBOLIZED BY THE MARKS AND
THE REGISTRATIONS THEREOF.
(B)
MR. WENNER AGREES THAT HE WILL NOT ATTACK OR
CONTEST, OR ASSIST OTHERS IN ATTACKING OR CONTESTING, THE COMPANY'S RIGHT, TITLE
AND INTEREST IN AND TO THE MARKS OR THE VALIDITY OF THIS AGREEMENT.
OWNERSHIP
OF THE MARKS AND THE GOODWILL ASSOCIATED THEREWITH SHALL AT ALL TIMES REMAIN IN
THE COMPANY.
(c)
In the event that the Company desires to
obtain or further secure any additional rights or interests in any existing or
future trademark or trademarks for the Products or the Company, Mr. Wenner
agrees to execute any and all documents