TWELVE (12) MONTHS AFTER
THE TERMINATION DATE, EMPLOYEE WILL NOT IN ANY MANNER (OTHER THAN AS AN EMPLOYEE
OF OR AS A CONSULTANT TO COMPANY), DIRECTLY OR BY ASSISTING OTHERS, ENGAGE IN OR
PERFORM ANY OF THE SPECIFIC DUTIES OR ACTIVITIES WHICH EMPLOYEE PERFORMED FOR
COMPANY DURING HIS OR HER EMPLOYMENT FOR ANY COMPETING BUSINESS IN THE
TERRITORY.
EMPLOYEE FURTHER AGREES THAT DURING THE PERIOD OF HIS OR HER
EMPLOYMENT WITH COMPANY AND CONTINUING FOR A PERIOD OF TWELVE (12) MONTHS AFTER
THE TERMINATION DATE, EMPLOYEE WILL NOT OWN OR INVEST IN ANY COMPETING BUSINESS;
EXCEPT THAT EMPLOYEE MAY OWN SECURITIES OF THE COMPANY OR ACQUIRE EITHER
DIRECTLY OR INDIRECTLY AND SOLELY AS AN INVESTMENT, UP TO FIVE PERCENT (5%) OF
THE SECURITIES OF ANY COMPETING BUSINESS ISSUER THAT IS PUBLICLY TRADED ON ANY
UNITED STATES NATIONAL SECURITIES EXCHANGE OR QUOTED ON THE NASDAQ SYSTEM.
(H)
PRIOR AGREEMENTS.
EMPLOYEE WARRANTS THAT EMPLOYEE IS NOT UNDER
ANY OBLIGATION, CONTRACTUAL OR OTHERWISE, LIMITING OR AFFECTING EMPLOYEE'S
ABILITY OR RIGHT TO RENDER TO COMPANY THE SERVICES FOR WHICH EMPLOYEE HAS BEEN
OR IS BEING HIRED. UPON EXECUTION OF THIS AGREEMENT, EMPLOYEE WILL GIVE COMPANY
A COPY OF ANY AGREEMENT, OR NOTIFY COMPANY IN WRITING OF ANY AGREEMENT IF A
WRITTEN AGREEMENT IS NOT AVAILABLE, WITH A PRIOR EMPLOYER OR OTHER PERSON
PURPORTING TO LIMIT OR AFFECT EMPLOYEE'S ABILITY OR RIGHT TO RENDER TO COMPANY
THE SERVICES FOR WHICH EMPLOYEE HAS BEEN OR IS BEING HIRED, TO SOLICIT CUSTOMERS
OR POTENTIAL CUSTOMERS, OR TO USE ANY TYPE OF INFORMATION.
12.
WORK FOR HIRE ACKNOWLEDGMENT; ASSIGNMENT.
EMPLOYEE ACKNOWLEDGES
THAT EMPLOYEE'S WORK ON AND CONTRIBUTIONS TO DOCUMENTS, PROGRAMS, AND OTHER
EXPRESSIONS IN ANY TANGIBLE MEDIUM THAT RELATE TO THE COMPANY'S BUSINESS OR THE
COMPANY'S PRODUCTS (COLLECTIVELY, "WORKS") SINCE THE DATE OF EMPLOYMENT AND
THEREAFTER THROUGH THE TERMINATION DATE ARE WITHIN THE SCOPE OF EMPLOYEE'S
EMPLOYMENT AND PART OF EMPLOYEE'S DUTIES AND RESPONSIBILITIES. EMPLOYEE'S WORK
ON AND CONTRIBUTIONS TO THE WORKS WILL BE RENDERED AND MADE BY EMPLOYEE FOR, AT
THE INSTIGATION OF, AND UNDER THE OVERALL DIRECTION OF, COMPANY, AND ARE AND AT
ALL TIMES SHALL BE REGARDED, TOGETHER WITH THE WORKS, AS "WORK MADE FOR HIRE" AS
THAT TERM IS USED IN THE UNITED STATES COPYRIGHT LAWS. WITHOUT LIMITING THIS
ACKNOWLEDGMENT, EMPLOYEE ASSIGNS, GRANTS, AND DELIVERS EXCLUSIVELY TO COMPANY
ALL RIGHTS, TITLES, AND INTERESTS IN AND TO ANY WORKS, AND ALL COPIES AND
VERSIONS, INCLUDING ALL COPYRIGHTS AND RENEWALS. EMPLOYEE WILL EXECUTE AND
DELIVER TO COMPANY, ITS SUCCESSORS AND ASSIGNS, ANY ASSIGNMENTS AND DOCUMENTS
COMPANY REQUESTS FOR THE PURPOSE OF ESTABLISHING, EVIDENCING, AND ENFORCING OR
DEFENDING ITS COMPLETE, EXCLUSIVE, PERPETUAL, AND WORLDWIDE OWNERSHIP OF ALL
RIGHTS, TITLES, AND INTERESTS OF EVERY KIND AND NATURE, INCLUDING ALL
COPYRIGHTS, IN AND TO THE WORKS, AND EMPLOYEE CONSTITUTES AND APPOINTS COMPANY
AS HIS OR HER AGENT TO EXECUTE AND DELIVER ANY SUCH ASSIGNMENTS OR DOCUMENTS
EMPLOYEE FAILS OR REFUSES TO EXECUTE AND DELIVER, THIS POWER AND AGENCY BEING
COUPLED WITH AN INTEREST AND BEING IRREVOCABLE.
13.
INVENTIONS, IDEAS