ASSOCIATION, CONSULTANT OR OTHERWISE.
(C)
AGREEMENT NOT TO SOLICIT CUSTOMERS AND OTHER BUSINESS RELATIONS.
DURING EMPLOYEE'S EMPLOYMENT WITH THE COMPANY OR ANY AFFILIATES AND FOR A PERIOD
OF TWENTY-FOUR (24) CONSECUTIVE MONTHS FROM AND AFTER THE TERMINATION OF
EMPLOYEE'S EMPLOYMENT, WHETHER SUCH TERMINATION IS WITH OR WITHOUT CAUSE, OR
WHETHER SUCH TERMINATION IS AT THE INSTANCE OF EMPLOYEE OR THE COMPANY, EMPLOYEE
WILL NOT, DIRECTLY OR INDIRECTLY, SOLICIT, REQUEST, ADVISE OR INDUCE ANY CURRENT
OR POTENTIAL CUSTOMER, SUPPLIER OR OTHER BUSINESS CONTACT OF THE COMPANY TO
CANCEL, CURTAIL OR OTHERWISE ADVERSELY CHANGE ITS RELATIONSHIP WITH THE COMPANY,
IN ANY MANNER OR CAPACITY, INCLUDING WITHOUT LIMITATION AS A PROPRIETOR,
PRINCIPAL, AGENT, PARTNER, OFFICER, DIRECTOR, STOCKHOLDER, EMPLOYEE, MEMBER OF
ANY ASSOCIATION, CONSULTANT OR OTHERWISE.
(D)
ACKNOWLEDGMENT.
EMPLOYEE HEREBY ACKNOWLEDGES THAT THE PROVISIONS
OF THIS SECTION 7 ARE REASONABLE AND NECESSARY TO PROTECT THE LEGITIMATE
INTERESTS OF THE COMPANY AND THAT ANY VIOLATION OF THIS SECTION 7 BY EMPLOYEE
WILL CAUSE SUBSTANTIAL AND IRREPARABLE HARM TO THE COMPANY TO SUCH AN EXTENT
THAT MONETARY DAMAGES ALONE WOULD BE AN INADEQUATE REMEDY THEREFORE.
(E)
BLUE PENCIL DOCTRINE.
IF THE DURATION OF, THE SCOPE OF, OR ANY
BUSINESS ACTIVITY COVERED BY ANY PROVISION OF THIS SECTION 7 IS IN EXCESS OF
WHAT IS DETERMINED TO BE VALID AND ENFORCEABLE UNDER APPLICABLE LAW, SUCH
PROVISION WILL BE CONSTRUED TO COVER ONLY THAT DURATION, SCOPE OR ACTIVITY THAT
IS DETERMINED TO BE VALID AND ENFORCEABLE.
EMPLOYEE HEREBY ACKNOWLEDGES THAT
THIS SECTION 7 WILL BE GIVEN THE CONSTRUCTION WHICH RENDERS ITS PROVISIONS VALID
AND ENFORCEABLE TO THE MAXIMUM EXTENT, NOT EXCEEDING ITS EXPRESS TERMS, POSSIBLE
UNDER APPLICABLE LAW.
8.
PATENTS, COPYRIGHTS AND RELATED MATTERS.
(A)
DISCLOSURE AND ASSIGNMENT.
EMPLOYEE AGREES TO IMMEDIATELY
DISCLOSE TO THE COMPANY ANY AND ALL IMPROVEMENTS AND INVENTIONS THAT EMPLOYEE
MAY CONCEIVE AND/OR REDUCE TO PRACTICE INDIVIDUALLY OR JOINTLY WITH OTHERS WHILE
EMPLOYEE IS EMPLOYED WITH THE COMPANY OR ANY OF ITS AFFILIATES.
ANY SUCH
IMPROVEMENTS AND INVENTIONS WILL BE THE SOLE AND EXCLUSIVE PROPERTY OF THE
COMPANY AND EMPLOYEE SHALL IMMEDIATELY ASSIGN, TRANSFER AND SET OVER TO THE
COMPANY EMPLOYEE'S ENTIRE RIGHT, TITLE AND INTEREST IN AND TO ANY AND ALL OF
SUCH IMPROVEMENT AND INVENTIONS AS ARE SPECIFIED IN THIS SECTION 8(A), AND IN
AND TO ANY AND ALL APPLICATIONS FOR LETTERS PATENT THAT MAY BE FILED ON SUCH
INVENTIONS, AND IN AND TO ANY AND ALL LETTERS PATENT THAT MAY ISSUE, OR BE
ISSUED, UPON SUCH
APPLICATIONS.
IN CONNECTION THEREWITH AND FOR NO ADDITIONAL COMPENSATION
THEREFOR, BUT AT NO EXPENSE TO EMPLOYEE, EMPLOYEE WILL SIGN ANY AND ALL
INSTRUMENTS DEEMED NECESSARY BY THE COMPANY FOR PATENT PROTECTION OF SUCH
INVENTIONS.
(B)
COPYRIGHTABLE MATERIAL.
ALL RIGHT, TITLE AND INTEREST IN ALL
COPYRIGHTABLE MATERIAL THAT EMPLOYEE SHALL CONCEIVE OR ORIGINATE INDIVIDUALLY OR
JOINTLY WITH OTHERS, AND THAT ARISE IN CONNECTION WITH EMPLOYEE'S SERVICES
HEREUNDER OR KNOWLEDGE OF CONFIDENTIAL AND PROPRIETARY INFORMATION OF THE
COMPANY, WILL BE THE PROPERTY OF THE COMPANY AND ARE HEREBY ASSIGNED BY EMPLOYEE
TO THE COMPANY OF ITS