terminate your obligations under this paragraph 6(a) in exchange for
your waiving your right to certain compensation and benefits.
(B)
CONFIDENTIAL INFORMATION.
YOU AGREE THAT, DURING THE TERM AND AT
ANY TIME THEREAFTER, (I) YOU SHALL NOT USE FOR ANY PURPOSE OTHER THAN THE DULY
AUTHORIZED BUSINESS OF CBS, OR DISCLOSE TO ANY THIRD PARTY, ANY INFORMATION
RELATING TO CBS, OR ANY OF CBS'S AFFILIATED COMPANIES WHICH IS NON-PUBLIC,
CONFIDENTIAL OR PROPRIETARY TO CBS OR ANY OF CBS'S AFFILIATED COMPANIES
("CONFIDENTIAL INFORMATION"), INCLUDING ANY TRADE SECRET OR ANY WRITTEN
(INCLUDING IN ANY ELECTRONIC FORM) OR ORAL COMMUNICATION INCORPORATING
CONFIDENTIAL INFORMATION IN ANY WAY (EXCEPT AS MAY BE REQUIRED BY LAW OR IN THE
PERFORMANCE OF YOUR DUTIES UNDER THIS AGREEMENT CONSISTENT WITH CBS'S POLICIES);
AND (II) YOU WILL COMPLY WITH ANY AND ALL CONFIDENTIALITY OBLIGATIONS OF CBS TO
A THIRD PARTY, WHETHER ARISING UNDER A WRITTEN AGREEMENT OR OTHERWISE.
INFORMATION SHALL NOT BE DEEMED CONFIDENTIAL INFORMATION WHICH (X) IS OR BECOMES
GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS A RESULT OF A DISCLOSURE BY YOU
OR AT YOUR DIRECTION OR BY ANY OTHER PERSON WHO DIRECTLY OR INDIRECTLY RECEIVES
SUCH INFORMATION FROM YOU, OR (Y) IS OR BECOMES AVAILABLE TO YOU ON A
NON-CONFIDENTIAL BASIS FROM A SOURCE WHICH IS ENTITLED TO DISCLOSE IT TO YOU.
Joseph R. Ianniello
As of November 17, 2008
Page 4
(C)
NO SOLICITATION, ETC.
YOU AGREE THAT, WHILE EMPLOYED BY CBS AND
FOR THE GREATER OF TWELVE (12) MONTHS THEREAFTER OR FOR SO LONG AS CBS IS MAKING
ANY PAYMENTS TO YOU PURSUANT TO PARAGRAPH 8(D), YOU SHALL NOT, DIRECTLY OR
INDIRECTLY:
(I)
EMPLOY OR SOLICIT THE EMPLOYMENT OF ANY PERSON WHO IS THEN OR HAS
BEEN WITHIN TWELVE (12) MONTHS PRIOR THERETO, AN EMPLOYEE OF CBS,
OR ANY OF
CBS'S AFFILIATED COMPANIES; OR
(II)
DO ANY ACT OR THING TO CAUSE, BRING ABOUT, OR INDUCE ANY
INTERFERENCE WITH, DISTURBANCE TO, OR INTERRUPTION OF ANY OF THE THEN-EXISTING
RELATIONSHIPS (WHETHER OR NOT SUCH RELATIONSHIPS HAVE BEEN REDUCED TO FORMAL
CONTRACTS) OF CBS, OR ANY OF CBS'S AFFILIATED COMPANIES WITH ANY CUSTOMER,
EMPLOYEE, CONSULTANT OR SUPPLIER.
(D)
CBS OWNERSHIP.
THE RESULTS AND PROCEEDS OF YOUR SERVICES UNDER
THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WORKS OF AUTHORSHIP RESULTING
FROM YOUR SERVICES DURING YOUR EMPLOYMENT WITH CBS, AND/OR ANY OF CBS'S
AFFILIATED COMPANIES AND ANY WORKS IN PROGRESS RESULTING FROM SUCH SERVICES,
SHALL BE WORKS-MADE-FOR-HIRE AND CBS SHALL BE DEEMED THE SOLE OWNER THROUGHOUT
THE UNIVERSE OF ANY AND ALL RIGHTS OF EVERY NATURE IN SUCH WORKS, WHETHER SUCH
RIGHTS ARE NOW KNOWN OR HEREAFTER DEFINED OR DISCOVERED, WITH THE RIGHT TO USE
THE WORKS IN PERPETUITY IN ANY MANNER CBS DETERMINES IN ITS SOLE DISCRETION
WITHOUT ANY FURTHER PAYMENT TO YOU.
IF, FOR ANY REASON, ANY OF SUCH RESULTS AND
PROCEEDS ARE NOT LEGALLY DEEMED A WORK-MADE-FOR-HIRE AND/OR THERE ARE ANY RIGHTS
IN SUCH RESULTS AND PROCEEDS WHICH DO NOT ACCRUE TO CBS UNDER THE PRECEDING
SENTENCE, THEN YOU HEREBY IRREVOCABLY ASSIGN AND AGREE