PRIOR WORKS
AND COMPANY WORKS AS SET FORTH IN THIS SECTION 9.
IF EMPLOYER IS UNABLE FOR ANY
OTHER REASON TO SECURE OFFICER'S SIGNATURE ON ANY DOCUMENT FOR THIS PURPOSE,
THEN OFFICER HEREBY IRREVOCABLY DESIGNATES AND APPOINTS EMPLOYER AND ITS DULY
AUTHORIZED OFFICERS AND AGENTS AS OFFICER'S AGENT AND ATTORNEY IN FACT, TO ACT
FOR AND IN OFFICER'S BEHALF AND STEAD TO EXECUTE ANY DOCUMENTS AND TO DO ALL
OTHER LAWFULLY PERMITTED ACTS IN CONNECTION WITH THE FOREGOING.
(E)
EXCEPT AS MAY OTHERWISE BE REQUIRED UNDER SECTION 4(A) ABOVE,
OFFICER SHALL NOT IMPROPERLY USE FOR THE BENEFIT OF, BRING TO ANY PREMISES OF,
DIVULGE, DISCLOSE, COMMUNICATE, REVEAL, TRANSFER OR PROVIDE ACCESS TO, OR SHARE
WITH EMPLOYER ANY CONFIDENTIAL, PROPRIETARY OR NON-PUBLIC INFORMATION OR
INTELLECTUAL PROPERTY RELATING TO A FORMER EMPLOYER OR OTHER THIRD PARTY WHICH
OFFICER KNOWS OR REASONABLY SHOULD HAVE KNOWN IS CONFIDENTIAL, PROPRIETARY OR
NON-PUBLIC INFORMATION OR INTELLECTUAL PROPERTY OF SUCH THIRD PARTY WITHOUT THE
PRIOR WRITTEN PERMISSION OF SUCH THIRD PARTY.
OFFICER HEREBY INDEMNIFIES, HOLDS
HARMLESS AND AGREES TO DEFEND EMPLOYER AND ITS OFFICERS, DIRECTORS, PARTNERS,
OFFICERS, AGENTS AND REPRESENTATIVES FROM ANY BREACH OF THE FOREGOING COVENANT.
OFFICER SHALL COMPLY WITH ALL RELEVANT POLICIES AND GUIDELINES OF EMPLOYER,
INCLUDING REGARDING THE PROTECTION OF CONFIDENTIAL INFORMATION AND INTELLECTUAL
PROPERTY AND POTENTIAL CONFLICTS OF INTEREST.
OFFICER ACKNOWLEDGES THAT
EMPLOYER MAY AMEND ANY SUCH POLICIES AND GUIDELINES FROM TIME TO TIME, AND THAT
OFFICER REMAINS AT ALL TIMES BOUND BY THEIR MOST CURRENT VERSION.
13
10.
PROPERTY OF EMPLOYER.
OFFICER AGREES THAT, UPON THE TERMINATION
OF OFFICER'S EMPLOYMENT WITH EMPLOYER, OFFICER WILL IMMEDIATELY SURRENDER TO
EMPLOYER ALL PROPERTY, EQUIPMENT, FUNDS, LISTS, BOOKS, RECORDS AND OTHER
MATERIALS OF EMPLOYER OR ITS CONTROLLED SUBSIDIARIES OR AFFILIATES IN THE
POSSESSION OF OR PROVIDED TO OFFICER, PROVIDED, HOWEVER, OFFICER SHALL BE
ENTITLED TO RETAIN INDIVIDUALIZED BOUND VOLUMES OF TRANSACTION DOCUMENTS IN
WHICH OFFICER PROVIDED SERVICES.
11.
GOVERNING LAW.
THIS AGREEMENT AND ALL ISSUES RELATING TO THE
VALIDITY, INTERPRETATION AND PERFORMANCE WILL BE GOVERNED BY AND INTERPRETED
UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.
12.
REMEDIES.
OFFICER ACKNOWLEDGES AND AGREES THAT IN THE COURSE OF
OFFICER'S EMPLOYMENT WITH EMPLOYER, OFFICER WILL BE PROVIDED WITH ACCESS TO
CONFIDENTIAL INFORMATION, AND WILL BE PROVIDED WITH THE OPPORTUNITY TO DEVELOP
RELATIONSHIPS WITH CLIENTS, PROSPECTIVE CLIENTS, EMPLOYEES AND OTHER AGENTS OF
EMPLOYER, AND OFFICER FURTHER ACKNOWLEDGES THAT SUCH CONFIDENTIAL INFORMATION
AND RELATIONSHIPS ARE EXTREMELY VALUABLE ASSETS OF EMPLOYER IN WHICH EMPLOYER
HAS INVESTED AND WILL CONTINUE TO INVEST SUBSTANTIAL TIME, EFFORT AND EXPENSE.
ACCORDINGLY, OFFICER ACKNOWLEDGES AND AGREES THAT EMPLOYER'S REMEDIES AT LAW FOR
A BREACH OR THREATENED BREACH OF ANY OF THE PROVISIONS OF SECTION 8, 9 OR 10
WOULD BE INADEQUATE AND, IN RECOGNITION OF THIS FACT, OFFICER AGREES THAT, IN
THE EVENT OF SUCH A BREACH OR THREATENED BREACH, IN ADDITION TO ANY REMEDIES AT
LAW, EMPLOYER, WITHOUT POSTING ANY BOND, SHALL BE ENTITLED TO CEASE MAKING ANY
PAYMENTS OR PROVIDING ANY BENEFIT OTHERWISE REQUIRED TO BE PAID OR PROVIDED BY
EMPLOYER (OTHER THAN