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) BUSINESS DAYS' WRITTEN NOTICE FROM THE COMPANY, EXECUTIVE
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.
C.
WARRANTY.
EXECUTIVE REPRESENTS AND WARRANTS TO THE
COMPANY THAT (I) THERE ARE NO CLAIMS THAT WOULD ADVERSELY AFFECT HIS ABILITY TO
ASSIGN ALL RIGHT, TITLE AND INTEREST IN AND TO THE WORK PRODUCT TO THE COMPANY;
(II) THE WORK PRODUCT DOES NOT VIOLATE ANY PATENT, COPYRIGHT OR OTHER
PROPRIETARY RIGHT OF ANY THIRD PARTY;
9
(III) EXECUTIVE HAS THE LEGAL RIGHT TO GRANT THE COMPANY THE ASSIGNMENT OF HIS
INTEREST IN THE WORK PRODUCT AS SET FORTH IN THIS AGREEMENT; AND (IV) HE HAS NOT
BROUGHT AND WILL NOT BRING TO HIS EMPLOYMENT HEREUNDER, OR USE IN CONNECTION
WITH SUCH EMPLOYMENT, ANY TRADE SECRET, CONFIDENTIAL OR PROPRIETARY INFORMATION
OF ANOTHER, OR COMPUTER SOFTWARE, EXCEPT FOR SOFTWARE THAT HE HAS A RIGHT TO USE
FOR THE PURPOSE FOR WHICH IT SHALL BE USED, IN HIS EMPLOYMENT HEREUNDER.
9.03.
INJUNCTIVE RELIEF.
EXECUTIVE ACKNOWLEDGES THAT A BREACH OR
THREATENED BREACH OF ANY OF THE TERMS SET FORTH IN THIS SECTION 9 SHALL RESULT
IN AN IRREPARABLE AND CONTINUING HARM TO THE COMPANY FOR WHICH THERE SHALL BE NO
ADEQUATE REMEDY AT LAW.
THE COMPANY SHALL, WITHOUT POSTING A BOND, BE ENTITLED
TO OBTAIN INJUNCTIVE AND OTHER EQUITABLE RELIEF, IN ADDITION TO ANY OTHER
REMEDIES AVAILABLE TO THE COMPANY.
9.04.
ESSENTIAL AND INDEPENDENT AGREEMENTS.
IT IS UNDERSTOOD BY THE
PARTIES HERETO THAT EXECUTIVE'S OBLIGATIONS AND THE RESTRICTIONS AND REMEDIES
SET FORTH IN THIS SECTION 9 ARE ESSENTIAL ELEMENTS OF THIS AGREEMENT AND THAT
BUT FOR HIS AGREEMENT TO COMPLY WITH AND/OR AGREE TO SUCH OBLIGATIONS,
RESTRICTIONS AND REMEDIES, THE COMPANY WOULD NOT HAVE ENTERED INTO THIS
AGREEMENT OR EMPLOYED HIM.
EXECUTIVE'S OBLIGATIONS AND THE RESTRICTIONS AND
REMEDIES SET FORTH IN THIS SECTION 9 ARE INDEPENDENT AGREEMENTS AND THE
EXISTENCE OF ANY CLAIM OR CLAIMS BY HIM AGAINST THE COMPANY UNDER THIS AGREEMENT
OR OTHERWISE WILL NOT EXCUSE HIS BREACH OF ANY OF HIS OBLIGATIONS OR AFFECT THE
RESTRICTIONS AND REMEDIES SET FORTH UNDER THIS SECTION 9.
9.05.
SURVIVAL OF TERMS; REPRESENTATIONS.
OBLIGATIONS UNDER THIS SECTION
9 HEREOF SHALL REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING THE TERMINATION
OF EXECUTIVE'S EMPLOYMENT.
EXECUTIVE ACKNOWLEDGES THAT HE IS SOPHISTICATED IN
BUSINESS, AND THAT THE RESTRICTIONS AND REMEDIES SET FORTH IN THIS SECTION 9 DO
NOT CREATE AN UNDUE HARDSHIP ON HIM AND WILL NOT PREVENT HIM FROM EARNING A
LIVELIHOOD.
HE FURTHER ACKNOWLEDGES THAT HE HAS HAD A SUFFICIENT PERIOD OF TIME
WITHIN WHICH TO REVIEW THIS AGREEMENT, INCLUDING THIS