REGISTER COPYRIGHTS OR OBTAIN ANY OTHER FORMS OF PROTECTION FOR
DEVELOPMENTS IN THE UNITED STATES AND IN OTHER COUNTRIES. IN THE EVENT RESO IS
UNABLE, AFTER REASONABLE EFFORT, TO SECURE EXECUTIVE'S SIGNATURE ON ANY LETTERS
PATENT, COPYRIGHT OR OTHER ANALOGOUS PROTECTION RELATING TO A DEVELOPMENT,
WHETHER BECAUSE OF EXECUTIVE'S PHYSICAL OR MENTAL INCAPACITY OR FOR ANY OTHER
REASON WHATSOEVER, EXECUTIVE IRREVOCABLY DESIGNATES AND APPOINTS RESO AND ITS
DULY AUTHORIZED OFFICERS AND AGENTS AS HIS AGENTS AND ATTORNEYS-IN-FACT TO ACT
FOR AND IN HIS BEHALF AND STEAD TO EXECUTE AND FILE ANY SUCH APPLICATION OR
APPLICATIONS AND TO DO ALL OTHER LAWFULLY PERMITTED ACTS TO FURTHER THE
PROSECUTION AND ISSUANCE OF LETTERS PATENT, COPYRIGHT OR OTHER ANALOGOUS
PROTECTION THEREON, WITH THE SAME LEGAL FORCE AND EFFECT AS IF EXECUTED BY
EXECUTIVE. RESO, ITS SUBSIDIARIES, LICENSEES, SUCCESSORS AND ASSIGNS (DIRECT OR
INDIRECT), ARE NOT REQUIRED TO DESIGNATE EXECUTIVE AS THE INVENTOR OR AUTHOR OF
ANY DEVELOPMENT, WHEN SUCH DEVELOPMENT IS DISTRIBUTED PUBLICLY OR OTHERWISE.
EXECUTIVE WAIVES AND RELEASES, TO THE EXTENT PERMITTED BY LAW, ALL OF HIS RIGHTS
TO SUCH DESIGNATION AND ANY RIGHTS CONCERNING FUTURE MODIFICATIONS OF SUCH
DEVELOPMENTS.
12.
POSSESSION OF OTHER MATERIALS.
EXECUTIVE
REPRESENTS THAT HE WILL NOT USE IN THE PERFORMANCE OF EXECUTIVE'S
RESPONSIBILITIES FOR RESO, ANY MATERIALS OR DOCUMENTS OF A FORMER EMPLOYER WHICH
ARE NOT GENERALLY AVAILABLE TO THE PUBLIC OR WHICH DID NOT BELONG TO EXECUTIVE,
UNLESS EXECUTIVE HAS OBTAINED WRITTEN AUTHORIZATION FROM THE FORMER EMPLOYER OR
OTHER OWNER FOR THEIR POSSESSION AND USE AND PROVIDED RESO WITH A COPY THEREOF.
13.
INDEMNIFICATION.
EXECUTIVE AGREES TO
INDEMNIFY, DEFEND AND HOLD HARMLESS RESO, CGI, AND EACH OF THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES AND SHAREHOLDERS FROM AND AGAINST ALL
LIABILITIES, OBLIGATIONS, LOSSES, EXPENSES, COSTS (INCLUDING ATTORNEYS FEES),
CLAIMS, DEFICIENCIES AND DAMAGES INCURRED OR SUFFERED BY RESO, CGI, AND EACH OF
THEIR RESPECTIVE OFFICERS, DIRECTORS AND SHAREHOLDERS, RESULTING FROM:
(A) EXECUTIVE'S BREACH OF THE TERMS OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED
TO ANY BREACH OF EXECUTIVE'S REPRESENTATIONS, WARRANTIES AND COVENANTS,
(B) EXECUTIVE'S BREACH OF ANY
6
AGREEMENT WITH A THIRD PARTY RESTRICTING COMPETITION, INTELLECTUAL PROPERTY,
CONFIDENTIAL INFORMATION OR DISCLOSURE, (C) EXECUTIVE'S GROSSLY NEGLIGENT ACTS,
OR (D) EXECUTIVE'S IMPROPER WILLFUL ACTS, WITHOUT ANY LIMITATIONS OR
QUALIFICATIONS WHATSOEVER, AND AS AN EXPRESS INDUCEMENT TO RESO AND CGI TO ENTER
INTO THIS AGREEMENT, EXECUTIVE WAIVES ANY AND ALL ARGUMENTS, GROUNDS, FACTS,
CIRCUMSTANCES, REASONS, BASIS, AND DEFENSES WHATSOEVER, WHETHER BASED IN LAW OR
IN EQUITY, REGARDING THE FULL FORCE AND EFFECT AND LEGALLY BINDING NATURE OF
THIS AGREEMENT OF EXECUTIVE TO INDEMNIFY AND HOLD HARMLESS RESO, CGI, AND EACH
OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND SHAREHOLDERS, AS
AFORESAID. THIS INDEMNIFICATION PROVISION SHALL SURVIVE ANY TERMINATION OF
EXECUTIVE'S EMPLOYMENT RELATIONSHIP WITH RESO.
14.
ASSIGNMENT.
THIS AGREEMENT MAY NOT BE
ASSIGNED BY EXECUTIVE UNDER ANY CIRCUMSTANCES. THIS AGREEMENT MAY BE ASSIGNED BY
RESO, OR TO ANY SUCCESSOR OF RESO IN CONNECTION WITH A MERGER, CONSOLIDATION, OR
SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF RESO OR CGI, SO LONG