LEGAL PROCESS; PROVIDED, THAT EMPLOYEE IMMEDIATELY NOTIFIES EMPLOYER IF
DISCLOSURE OF CONFIDENTIAL INFORMATION IS REQUIRED BY COURT ORDER OR OTHER LEGAL
PROCESS TO ALLOW
3
EMPLOYER SUFFICIENT TIME TO OBTAIN A PROTECTIVE ORDER OR OTHERWISE OBTAIN THE
FULLEST PROTECTION PERMITTED BY APPLICABLE LAW. IN ADDITION, NOTWITHSTANDING THE
FOREGOING, NOTHING CONTAINED IN THIS SECTION 8 SHALL SERVE AS A RESTRAINT OR
LIMITATION UPON THE EMPLOYEE FROM EXERCISING THE EMPLOYEE'S GENERAL KNOWLEDGE
AND EXPERTISE IN THE EMPLOYEE'S FIELD OR FROM EARNING A LIVELIHOOD IN SAID
FIELD, SO LONG AS THE EMPLOYEE COMPLIES WITH THE FOREGOING RESTRICTIONS.
(B)
EMPLOYEE AGREES THAT ALL COPYRIGHTS, PATENTS, TRADE SECRETS OR
OTHER INTELLECTUAL PROPERTY RIGHTS ASSOCIATED WITH ANY IDEAS, CONCEPTS,
TECHNIQUES, INVENTIONS, PROCESSES, OR WORKS OF AUTHORSHIP DEVELOPED OR CREATED
BY HIM DURING HIS EMPLOYMENT BY THE COMPANY THAT (I) RELATE, WHETHER DIRECTLY OR
INDIRECTLY, TO THE COMPANY'S ACTUAL OR ANTICIPATED BUSINESS, RESEARCH OR
DEVELOPMENT OR (II) ARE SUGGESTED BY OR AS A RESULT OF ANY WORK PERFORMED BY
EMPLOYEE ON THE COMPANY'S BEHALF, SHALL, TO THE EXTENT POSSIBLE, BE CONSIDERED
WORKS MADE FOR HIRE WITHIN THE MEANING OF THE COPYRIGHT ACT (17 U.S.C. § 101 ET.
SEQ.) (THE "WORK PRODUCT"). ALL WORK PRODUCT SHALL BE AND REMAIN THE PROPERTY OF
THE COMPANY. TO THE EXTENT THAT ANY SUCH WORK PRODUCT MAY NOT, UNDER APPLICABLE
LAW, BE CONSIDERED WORKS MADE FOR HIRE, EMPLOYEE HEREBY GRANTS, TRANSFERS,
ASSIGNS, CONVEYS AND RELINQUISHES, AND AGREES TO GRANT, TRANSFER, ASSIGN, CONVEY
AND RELINQUISH FROM TIME TO TIME, ON AN EXCLUSIVE BASIS, ALL OF HIS RIGHT, TITLE
AND INTEREST IN AND TO THE WORK PRODUCT TO THE COMPANY IN PERPETUITY OR FOR THE
LONGEST PERIOD OTHERWISE PERMITTED BY LAW. CONSISTENT WITH HIS RECOGNITION OF
THE COMPANY'S ABSOLUTE OWNERSHIP OF ALL WORK PRODUCT, EMPLOYEE AGREES THAT HE
SHALL (I) NOT USE ANY WORK PRODUCT FOR THE BENEFIT OF ANY PARTY OTHER THAN THE
COMPANY AND (II) PERFORM SUCH ACTS AND EXECUTE SUCH DOCUMENTS AND INSTRUMENTS AS
THE COMPANY MAY NOW OR HEREAFTER DEEM REASONABLY NECESSARY OR DESIRABLE TO
EVIDENCE THE TRANSFER OF ABSOLUTE OWNERSHIP OF ALL WORK PRODUCT TO THE COMPANY;
PROVIDED, HOWEVER, IF FOLLOWING TEN (10) DAYS' WRITTEN NOTICE FROM THE COMPANY,
EMPLOYEE REFUSES, OR IS UNABLE, DUE TO DISABILITY, INCAPACITY, OR DEATH, TO
EXECUTE SUCH DOCUMENTS RELATING TO THE WORK PRODUCT, HE HEREBY APPOINTS ANY OF
THE COMPANY'S OFFICERS AS HIS ATTORNEY-IN-FACT TO EXECUTE SUCH DOCUMENTS ON HIS
BEHALF. THIS AGENCY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE WITHOUT THE
COMPANY'S PRIOR WRITTEN CONSENT.
9.
NON-SOLICITATION AND NON-INTERFERENCE WITH BUSINESS OPERATIONS.
THE EMPLOYEE AGREES THAT, FOR A PERIOD OF ONE (1) YEAR FOLLOWING THE SEPARATION
DATE, THE EMPLOYEE WILL NOT:
(A)
DIRECTLY OR INDIRECTLY EMPLOY, SOLICIT OR ENTICE AWAY ANY
DIRECTOR, OFFICER OR EMPLOYEE OF THE COMPANY OR ANY OF ITS AFFILIATED COMPANIES;
(B)
TAKE ANY ACTION TO DIMINISH, DIRECTLY OR INDIRECTLY, THE GOODWILL
OF THE COMPANY OR ANY OF ITS AFFILIATED COMPANIES, OR INDUCE OR ATTEMPT TO
INDUCE ANY PERSON OR ENTITY KNOWN BY THE EMPLOYEE TO BE