THE SOLE AND EXCLUSIVE PROPERTY OF THE COMPANY AND ITS
SUBSIDIARIES AND HEREBY ASSIGNS ALL RIGHT, TITLE AND INTEREST IN AND TO SUCH
INTELLECTUAL PROPERTY TO THE COMPANY AND ITS SUBSIDIARIES.
ANY COPYRIGHTABLE
WORK PREPARED IN WHOLE OR IN PART BY THE EXECUTIVE WILL BE DEEMED "A WORK MADE
FOR HIRE" UNDER SECTION 201(B) OF THE 1976 COPYRIGHT ACT, AND THE COMPANY AND
ITS SUBSIDIARIES SHALL OWN ALL OF THE RIGHTS COMPRISED IN THE COPYRIGHT
THEREIN.
THE EXECUTIVE SHALL PROMPTLY AND FULLY DISCLOSE ALL INTELLECTUAL
PROPERTY TO THE COMPANY AND SHALL COOPERATE WITH THE COMPANY AND ITS
SUBSIDIARIES TO PROTECT THE COMPANY'S AND ITS SUBSIDIARIES' INTERESTS IN AND
RIGHTS TO SUCH INTELLECTUAL PROPERTY (INCLUDING, WITHOUT LIMITATION, PROVIDING
REASONABLE ASSISTANCE IN SECURING PATENT PROTECTION AND COPYRIGHT REGISTRATIONS
AND EXECUTING ALL DOCUMENTS AS REASONABLY REQUESTED BY THE COMPANY, WHETHER SUCH
REQUESTS OCCUR PRIOR TO OR AFTER TERMINATION OF THE EXECUTIVE'S EMPLOYMENT WITH
THE COMPANY).
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, THE OBLIGATIONS
OF EXECUTIVE SHALL BE LIMITED TO AND SUBJECT TO THE TERMS AND PROVISIONS OF
CALIFORNIA LABOR CODE SECTION 2870, A COPY OF WHICH IS ATTACHED HERETO AS
EXHIBIT A.
1.8
DELIVERY OF MATERIALS UPON TERMINATION OF EMPLOYMENT.
AS
REQUESTED BY THE COMPANY FROM TIME TO TIME AND UPON THE TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY FOR ANY REASON, THE EXECUTIVE SHALL
PROMPTLY DELIVER TO THE COMPANY ALL COPIES AND EMBODIMENTS, IN WHATEVER FORM, OF
ALL CONFIDENTIAL INFORMATION, INTELLECTUAL PROPERTY AND PROPERTY OF THE COMPANY
AND ITS SUBSIDIARIES IN THE EXECUTIVE'S POSSESSION OR WITHIN HER CONTROL
(INCLUDING, BUT NOT LIMITED TO, OFFICE KEYS, ACCESS CARDS, WRITTEN RECORDS,
NOTES, PHOTOGRAPHS, MANUALS, NOTEBOOKS, DOCUMENTATION, PROGRAM LISTINGS, FLOW
CHARTS, MAGNETIC MEDIA, DISKS, DISKETTES, TAPES AND ANY OTHER MATERIALS
CONTAINING ANY CONFIDENTIAL INFORMATION OR INTELLECTUAL PROPERTY) IRRESPECTIVE
OF THE LOCATION OR FORM OF SUCH MATERIAL AND, IF REQUESTED BY THE COMPANY, SHALL
PROVIDE THE COMPANY WITH WRITTEN CONFIRMATION THAT ALL SUCH MATERIALS HAVE BEEN
DELIVERED TO THE COMPANY.
1.9
NON-COMPETE, NON-SOLICITATION.
(A)
THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE'S
SERVICES TO HOLDINGS, THE COMPANY AND ITS SUBSIDIARIES ARE UNIQUE IN NATURE AND
THAT HOLDINGS, THE COMPANY AND ITS SUBSIDIARIES WOULD BE IRREPARABLY DAMAGED IF
THE EXECUTIVE WERE TO PROVIDE SIMILAR SERVICES TO ANY PERSON COMPETING WITH THE
COMPANY AND ITS SUBSIDIARIES OR ENGAGED IN THE BUSINESS.
THE EXECUTIVE FURTHER
ACKNOWLEDGES THAT, IN THE COURSE OF HER EMPLOYMENT WITH THE COMPANY, SHE WILL
BECOME FAMILIAR WITH HOLDINGS', THE COMPANY'S AND ITS SUBSIDIARIES' TRADE
SECRETS AND WITH OTHER CONFIDENTIAL INFORMATION.
DURING THE NONCOMPETE PERIOD
OTHER THAN AS AN EMPLOYEE OF THE COMPANY, SHE SHALL NOT, DIRECTLY OR INDIRECTLY,
WHETHER FOR HERSELF OR FOR ANY OTHER PERSON, PERMIT HER NAME TO BE USED BY OR
PARTICIPATE IN ANY BUSINESS OR ENTERPRISE (INCLUDING, WITHOUT LIMITATION, ANY
DIVISION, GROUP OR FRANCHISE OF A LARGER ORGANIZATION) THAT ENGAGES OR PROPOSES
TO ENGAGE IN THE BUSINESS IN THE RESTRICTED TERRITORIES.
FOR PURPOSES OF THIS
7
AGREEMENT, THE TERM "PARTICIPATE IN" SHALL INCLUDE, WITHOUT LIMITATION, HAVING
ANY DIRECT OR