AND INTEREST IN
AND TO THE WORK PRODUCT, AND ALL COPIES THEREOF, AND THE COPYRIGHT, PATENT,
TRADEMARK, TRADE SECRET AND ALL THEIR PROPRIETARY RIGHTS IN THE WORK PRODUCT,
WITHOUT FURTHER CONSIDERATION, FREE FROM ANY CLAIM, LIEN FOR BALANCE DUE OR
RIGHTS OF RETENTION THERETO ON THE PART OF EXECUTIVE.
(A)
EACH OF THE COMPANIES HEREBY NOTIFIES EXECUTIVE THAT THE PRECEDING
PARAGRAPH DOES NOT APPLY TO ANY INVENTIONS FOR WHICH NO EQUIPMENT, SUPPLIES,
FACILITY, OR TRADE SECRET INFORMATION OF ANY OF THE COMPANIES WAS USED AND WHICH
WAS DEVELOPED ENTIRELY ON THE EXECUTIVE'S OWN TIME, UNLESS:
(I) THE INVENTION
RELATES (A) TO THE BUSINESS OF ANY OF THE COMPANIES, OR (B) TO ACTUAL OR
DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT OF ANY OF THE COMPANIES, OR
(II) THE INVENTION RESULTS FROM ANY WORK PERFORMED BY THE EXECUTIVE FOR ANY OF
THE COMPANIES.
(B)
EXECUTIVE AGREES THAT UPON DISCLOSURE OF WORK PRODUCT TO THE
COMPANIES, EXECUTIVE WILL, DURING HIS EMPLOYMENT AND AT ANY TIME THEREAFTER, AT
THE REQUEST AND COST OF THE COMPANIES, EXECUTE ALL SUCH DOCUMENTS AND PERFORM
ALL SUCH ACTS ANY OF THE COMPANIES OR ANY OF THEIR DULY AUTHORIZED AGENTS MAY
REASONABLY REQUIRE:
(I) TO APPLY FOR, OBTAIN AND VEST IN THE NAME OF ONE OR
MORE OF THE COMPANIES ALONE (UNLESS THE
28
COMPANIES OTHERWISE DIRECT) LETTERS PATENT, COPYRIGHTS OR OTHER ANALOGOUS
PROTECTION IN ANY COUNTRY THROUGHOUT THE WORLD, AND WHEN SO OBTAINED OR VESTED
TO RENEW AND RESTORE THE SAME; AND (II) TO DEFEND ANY OPPOSITION PROCEEDINGS IN
RESPECT OF SUCH APPLICATIONS AND ANY OPPOSITION PROCEEDINGS OR PETITIONS OR
APPLICATIONS FOR REVOCATION OF SUCH LETTERS PATENT, COPYRIGHT OR OTHER ANALOGOUS
PROTECTION.
(C)
IN THE EVENT THAT ALL OF THE COMPANIES ARE UNABLE, AFTER
REASONABLE EFFORT, TO SECURE EXECUTIVE'S SIGNATURE ON ANY LETTERS PATENT,
COPYRIGHT OR OTHER ANALOGOUS PROTECTION RELATING TO WORK PRODUCT, WHETHER
BECAUSE OF EXECUTIVE'S PHYSICAL OR MENTAL INCAPACITY OR FOR ANY OTHER REASON
WHATSOEVER, EXECUTIVE HEREBY IRREVOCABLY DESIGNATES AND APPOINTS EACH OF THE
COMPANIES AND EACH OF THEIR DULY AUTHORIZED OFFICERS AND AGENTS AS HIS AGENT AND
ATTORNEY-IN-FACT, TO ACT FOR AND ON HIS BEHALF TO EXECUTE AND FILE ANY SUCH
APPLICATION OR APPLICATIONS AND TO DO ALL OTHER LAWFULLY PERMITTED ACTS TO
FURTHER THE PROSECUTION AND ISSUANCE OF LETTERS PATENT, COPYRIGHT AND OTHER
ANALOGOUS PROTECTION WITH THE SAME LEGAL FORCE AND EFFECT AS IF PERSONALLY
EXECUTED BY EXECUTIVE.
9.5
REASONABLENESS OF RESTRICTIVE COVENANTS.
(A)
EXECUTIVE ACKNOWLEDGES THAT THE COVENANTS CONTAINED IN SECTIONS
9.1, 9.2, 9.3 AND 9.4 ARE REASONABLE IN THE SCOPE OF THE ACTIVITIES RESTRICTED,
THE GEOGRAPHIC AREA COVERED BY THE RESTRICTIONS, AND THE DURATION OF THE
RESTRICTIONS, AND THAT SUCH COVENANTS ARE REASONABLY NECESSARY TO PROTECT THE
LEGITIMATE INTERESTS OF EACH OF THE COMPANIES IN THEIR RESPECTIVE CONFIDENTIAL
INFORMATION AND THEIR RELATIONSHIPS WITH THEIR EMPLOYEES, CUSTOMERS AND
SUPPLIERS. EXECUTIVE FURTHER ACKNOWLEDGES SUCH COVENANTS ARE ESSENTIAL ELEMENTS
OF THIS AGREEMENT AND THAT, BUT FOR SUCH COVENANTS, THE COMPANY WOULD NOT HAVE
ENTERED INTO THIS AGREEMENT.
(B)
EACH OF THE COMPANIES AND EXECUTIVE HAVE