HIRE" AS THAT TERM IS
DEFINED IN SECTION 101 OF THE COPYRIGHT ACT (17 U.S.C. § 101) AND THAT ALL
RIGHT, TITLE AND INTEREST IN SUCH INTELLECTUAL PROPERTY WILL BE THE SOLE AND
EXCLUSIVE PROPERTY OF THE COMPANY.
TO THE EXTENT THAT ANY OF THE INTELLECTUAL
PROPERTY MAY NOT BY LAW BE CONSIDERED A WORK MADE FOR HIRE, OR TO THE EXTENT
THAT, NOTWITHSTANDING THE FOREGOING, THE EMPLOYEE RETAINS ANY INTEREST IN THE
INTELLECTUAL PROPERTY, THE EMPLOYEE HEREBY IRREVOCABLY ASSIGNS AND TRANSFERS TO
THE COMPANY ANY AND ALL RIGHT, TITLE, OR INTEREST THAT THE EMPLOYEE MAY NOW OR
IN THE FUTURE HAVE IN THE INTELLECTUAL PROPERTY UNDER PATENT, COPYRIGHT, TRADE
SECRET, TRADEMARK OR OTHER LAW, IN PERPETUITY OR FOR THE LONGEST PERIOD
OTHERWISE PERMITTED BY LAW, WITHOUT THE NECESSITY OF FURTHER CONSIDERATION.
THE
COMPANY WILL BE ENTITLED TO OBTAIN AND HOLD IN ITS OWN NAME ALL COPYRIGHTS,
PATENTS, TRADE SECRETS, TRADEMARKS AND OTHER SIMILAR REGISTRATIONS WITH RESPECT
TO SUCH INTELLECTUAL PROPERTY.
THE EMPLOYEE FURTHER AGREES TO EXECUTE ANY AND
ALL DOCUMENTS AND PROVIDE ANY FURTHER COOPERATION OR ASSISTANCE REASONABLY
REQUIRED BY THE COMPANY TO PERFECT, MAINTAIN OR OTHERWISE PROTECT ITS RIGHTS IN
THE
9
INTELLECTUAL PROPERTY.
IF THE COMPANY IS UNABLE AFTER REASONABLE EFFORTS TO
SECURE THE EMPLOYEE'S SIGNATURE, COOPERATION OR ASSISTANCE IN ACCORDANCE WITH
THE PRECEDING SENTENCE, WHETHER BECAUSE OF THE EMPLOYEE'S INCAPACITY OR ANY
OTHER REASON WHATSOEVER, THE EMPLOYEE HEREBY DESIGNATES AND APPOINTS THE COMPANY
OR ITS DESIGNEE AS THE EMPLOYEE'S AGENT AND ATTORNEY-IN-FACT, TO ACT ON HIS OR
HER BEHALF, TO EXECUTE AND FILE DOCUMENTS AND TO DO ALL OTHER LAWFULLY PERMITTED
ACTS NECESSARY OR DESIRABLE TO PERFECT, MAINTAIN OR OTHERWISE PROTECT THE
COMPANY'S RIGHTS IN THE INTELLECTUAL PROPERTY.
THE EMPLOYEE ACKNOWLEDGES AND
AGREES THAT SUCH APPOINTMENT IS COUPLED WITH AN INTEREST AND IS THEREFORE
IRREVOCABLE.
6.4.
ACKNOWLEDGMENTS.
THE EMPLOYEE ACKNOWLEDGES THAT THE RESTRICTIVE COVENANTS
ARE REASONABLE AND NECESSARY TO PROTECT THE LEGITIMATE INTERESTS OF THE COMPANY
AND ITS AFFILIATES AND THAT THE DURATION AND GEOGRAPHIC SCOPE OF THE RESTRICTIVE
COVENANTS ARE REASONABLE GIVEN THE NATURE OF THIS AGREEMENT AND THE POSITION THE
EMPLOYEE HOLDS WITHIN THE COMPANY.
THE EMPLOYEE FURTHER ACKNOWLEDGES THAT THE
RESTRICTIVE COVENANTS ARE INCLUDED HEREIN IN ORDER TO INDUCE THE COMPANY TO
ENTER INTO THIS AGREEMENT AND THAT THE COMPANY WOULD NOT HAVE ENTERED INTO THIS
AGREEMENT IN THE ABSENCE OF THE RESTRICTIVE COVENANTS.
6.5.
REMEDIES AND ENFORCEMENT UPON BREACH.
6.5.1.
SPECIFIC ENFORCEMENT. THE EMPLOYEE ACKNOWLEDGES THAT ANY
BREACH BY HIM OR HER, WILLFULLY OR OTHERWISE, OF THE RESTRICTIVE COVENANTS WILL
CAUSE CONTINUING AND IRREPARABLE INJURY TO THE COMPANY FOR WHICH MONETARY
DAMAGES WOULD NOT BE AN ADEQUATE REMEDY.
THE EMPLOYEE SHALL NOT, IN ANY ACTION
OR PROCEEDING TO ENFORCE ANY OF THE PROVISIONS OF THIS AGREEMENT, ASSERT THE
CLAIM OR DEFENSE THAT SUCH AN ADEQUATE REMEDY AT LAW EXISTS.
IN THE EVENT OF
ANY SUCH BREACH BY THE EMPLOYEE, THE COMPANY SHALL HAVE THE RIGHT TO ENFORCE THE
RESTRICTIVE COVENANTS BY SEEKING INJUNCTIVE OR OTHER RELIEF IN ANY COURT,
WITHOUT ANY