THEREIN, IN ALL MEDIA NOW KNOWN OR
HEREINAFTER DEVISED, THROUGHOUT THE UNIVERSE AND IN PERPETUITY WITHOUT ANY
FURTHER OBLIGATIONS TO EXECUTIVE. IF THE INTELLECTUAL PROPERTY, OR ANY PORTION
THEREOF, IS DEEMED NOT TO BE WORK FOR HIRE, EXECUTIVE HEREBY IRREVOCABLY
CONVEYS, TRANSFERS AND ASSIGNS TO THE COMPANY OR AN AFFILIATE, ALL RIGHTS, IN
ALL MEDIA NOW KNOWN OR HEREINAFTER DEVISED, THROUGHOUT THE UNIVERSE AND IN
PERPETUITY, IN AND TO THE INTELLECTUAL PROPERTY, INCLUDING WITHOUT LIMITATION,
ALL OF EXECUTIVE'S RIGHT, TITLE AND INTEREST IN THE COPYRIGHTS (AND ALL
RENEWALS, REVIVALS AND EXTENSIONS THEREOF) TO THE INTELLECTUAL PROPERTY,
INCLUDING WITHOUT LIMITATION, ALL RIGHTS OF ANY KIND OR ANY NATURE NOW OR
HEREAFTER RECOGNIZED, INCLUDING WITHOUT LIMITATION, THE UNRESTRICTED RIGHT TO
MAKE MODIFICATIONS, ADAPTATIONS AND REVISIONS TO THE INTELLECTUAL PROPERTY, TO
EXPLOIT AND ALLOW OTHERS TO EXPLOIT THE INTELLECTUAL PROPERTY AND ALL RIGHTS TO
SUE AT LAW OR IN EQUITY FOR ANY INFRINGEMENT, OR OTHER UNAUTHORIZED USE OR
CONDUCT IN DEROGATION OF THE INTELLECTUAL PROPERTY, KNOWN OR UNKNOWN, PRIOR TO
THE DATE HEREOF, INCLUDING WITHOUT LIMITATION THE RIGHT TO RECEIVE ALL PROCEEDS
AND DAMAGES THEREFROM. IN ADDITION, EXECUTIVE HEREBY WAIVES ANY SO-CALLED "MORAL
RIGHTS" WITH RESPECT TO THE INTELLECTUAL PROPERTY. EXECUTIVE HEREBY WAIVES ANY
AND ALL CURRENTLY EXISTING AND FUTURE MONETARY RIGHTS IN AND TO THE INTELLECTUAL
PROPERTY AND ALL PATENTS, TRADEMARKS, AND/OR COPYRIGHTS THAT MAY ISSUE THEREON,
INCLUDING, WITHOUT LIMITATION, ANY RIGHTS THAT WOULD OTHERWISE ACCRUE TO
EXECUTIVE'S BENEFIT BY VIRTUE OF EXECUTIVE BEING AN EMPLOYEE OF OR OTHER SERVICE
PROVIDER TO THE COMPANY OR AN AFFILIATE.
8
(E)
FURTHER, EXECUTIVE RECOGNIZES AND
ACKNOWLEDGES THE VALIDITY OF THE COMPANY OR AN AFFILIATE'S RIGHTS IN THE
INTELLECTUAL PROPERTY AND ALL APPLICATIONS AND REGISTRATIONS SECURED AND TO BE
SECURED THEREFORE, AND THAT THE COMPANY OR AN AFFILIATE IS THE OWNER THEREOF.
EXECUTIVE FURTHER AGREES NOT TO CHALLENGE THE VALIDITY OF OR THE COMPANY OR AN
AFFILIATE'S TITLE IN THE INTELLECTUAL PROPERTY AND WILL NOT OPPOSE, PETITION TO
CANCEL, OR REQUEST RE-EXAMINATION OF ANY APPLICATIONS FILED OR ISSUED OR
REGISTRATIONS RECEIVED IN RESPECT OF THE INTELLECTUAL PROPERTY.
9.
NON-COMPETE, NON-SOLICITATION,
NON-DISPARAGEMENT; COOPERATION.
(A)
IN FURTHER CONSIDERATION OF THE
COMPENSATION TO BE PAID TO EXECUTIVE HEREUNDER, EXECUTIVE ACKNOWLEDGES THAT IN
THE COURSE OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY EXECUTIVE SHALL BECOME
FAMILIAR WITH THE COMPANY'S TRADE SECRETS AND WITH OTHER CONFIDENTIAL
INFORMATION CONCERNING THE COMPANY AND AFFILIATES. THEREFORE, EXECUTIVE AGREES
THAT DURING THE EMPLOYMENT PERIOD AND FOR TWO YEARS THEREAFTER (THE "NONCOMPETE
PERIOD"), EXECUTIVE SHALL NOT, WITHOUT THE EXPRESS WRITTEN CONSENT OF THE
COMPANY, DIRECTLY OR INDIRECTLY OWN ANY INTEREST IN, MANAGE, CONTROL,
PARTICIPATE IN, CONSULT WITH, ADVISE, RENDER SERVICES FOR, OR IN ANY MANNER
ENGAGE IN ANY ACTIVITY COMPETING WITH THE BUSINESS OF THE COMPANY OR AFFILIATES
WITHIN ANY GEOGRAPHICAL AREA IN WHICH THE COMPANY OR AFFILIATES ENGAGE OR PLAN
TO ENGAGE IN SUCH BUSINESSES AS OF THE DATE OF THE TERMINATION OF EXECUTIVE'S
EMPLOYMENT. NOTHING HEREIN SHALL PROHIBIT EXECUTIVE FROM BEING A PASSIVE OWNER
OF NOT MORE THAN 1% OF THE OUTSTANDING STOCK