THE COMPANY, THE WORK
SHALL BE CONSIDERED A WORK MADE FOR HIRE, AND THE COMPANY SHALL BE THE AUTHOR OF
THE WORK..
IF SUCH WORK IS NEITHER PREPARED BY EMPLOYEE WITHIN THE SCOPE OF
EMPLOYMENT, NOR AS A WORK MADE FOR HIRE, EMPLOYEE HEREBY ASSIGNS TO THE COMPANY
ALL OF EMPLOYEE'S WORLD-WIDE RIGHT, TITLE AND INTEREST IN AND TO SUCH WORK AND
ALL RIGHTS OF COPYRIGHT THEREIN.
EMPLOYEE AGREES TO, UPON THE REQUEST OF THE
COMPANY, WHETHER DURING OR AFTER THE PERIOD OF EMPLOYEE'S EMPLOYMENT BY THE
COMPANY, ASSIST THE COMPANY IN THE PROTECTION OF THE COMPANY'S WORLD-WIDE RIGHT,
TITLE AND INTEREST IN AND TO THE WORK AND ALL RIGHTS OF COPYRIGHT THEREIN,
INCLUDING, WITHOUT LIMITATION, THE EXECUTION OF ALL FORMAL ASSIGNMENT DOCUMENTS
REQUESTED BY THE COMPANY, AND THE EXECUTION OF ALL LAWFUL OATHS AND APPLICATIONS
FOR REGISTRATION OF COPYRIGHT IN THE UNITED STATES AND FOREIGN COUNTRIES.
THE
OBLIGATIONS OF THE PARTIES UNDER THIS SECTION 9 SHALL SURVIVE THE TERMINATION OF
THIS AGREEMENT.
8
10.
NONCOMPETITION. THE BUSINESS OF THE COMPANY IS RELATIVELY UNIQUE
AND EMPLOYEE ACKNOWLEDGES THAT HE WILL BE PROVIDED BY THE COMPANY WITH
SIGNIFICANT INFORMATION, TRADE SECRETS AND OPPORTUNITIES, WHICH ARE CONFIDENTIAL
AND PROPRIETARY IN NATURE.
EMPLOYEE FURTHER ACKNOWLEDGES THAT SUCH INFORMATION
AND OPPORTUNITIES WOULD HAVE SIGNIFICANT VALUE TO ANY CURRENT OR PROSPECTIVE
COMPETITOR OF THE COMPANY.
IN RECOGNITION OF THE COMPANY'S AGREEMENT TO PROVIDE
TO EMPLOYEE SUCH INFORMATION AND OPPORTUNITIES, OF THE NEED TO FULLY PROTECT
SUCH INFORMATION AND OPPORTUNITIES FROM UNAUTHORIZED DISCLOSURE OR USE, AND IN
CONSIDERATION OF THE NUMEROUS MUTUAL PROMISES CONTAINED IN THIS AGREEMENT
BETWEEN THE COMPANY AND THE EMPLOYEE, INCLUDING, WITHOUT LIMITATION, THOSE
INVOLVING CONFIDENTIAL INFORMATION, COMPENSATION, TERMINATION AND ARBITRATION,
AND IN ORDER TO PROTECT THE COMPANY'S CONFIDENTIAL INFORMATION AND TO REDUCE THE
LIKELIHOOD OF IRREPARABLE DAMAGE WHICH WOULD OCCUR IN THE EVENT SUCH INFORMATION
IS PROVIDED TO OR USED BY A COMPETITOR OF THE COMPANY,
DURING THE EMPLOYMENT
PERIOD AND FOR AN ADDITIONAL PERIOD OF ONE YEAR IMMEDIATELY FOLLOWING THE
EMPLOYMENT PERIOD (THE "NONCOMPETITION TERM"), EMPLOYEE WILL NOT, DIRECTLY OR
INDIRECTLY, EITHER THROUGH ANY FORM OF OWNERSHIP OR AS A DIRECTOR, OFFICER,
PRINCIPAL, AGENT, EMPLOYEE, EMPLOYER, ADVISER, CONSULTANT, SHAREHOLDER, PARTNER,
OR IN ANY OTHER INDIVIDUAL OR REPRESENTATIVE CAPACITY WHATSOEVER, EITHER FOR HIS
OWN BENEFIT OR FOR THE BENEFIT OF ANY OTHER PERSON, FIRM, CORPORATION,
GOVERNMENTAL OR PRIVATE ENTITY, OR ANY OTHER ENTITY OF WHATEVER KIND, WITHOUT
THE PRIOR WRITTEN CONSENT OF THE COMPANY (WHICH CONSENT MAY BE WITHHELD IN ITS
SOLE DISCRETION), COMPETE WITH THE COMPANY OR ITS AFFILIATES, IN NORTH AND SOUTH
AMERICA, MEXICO, WESTERN AND EASTERN EUROPE, THE MIDDLE EAST, AND THE FAR EAST
INCLUDING JAPAN, MALAYSIA, SOUTH KOREA, CHINA, TAIWAN OR ASIA ("NONCOMPETITION
TERRITORY") IN ANY BUSINESS ACTIVITY OF THE COMPANY EXISTING OR CONTEMPLATED AS
OF, OR CONDUCTED OR CONTEMPLATED BY THE COMPANY PRIOR TO, THE DATE OF THIS
AGREEMENT, AND/OR DURING THE EMPLOYMENT PERIOD.
ANY SUCH ACTS DURING THE
NONCOMPETITION TERM IN THE NONCOMPETITION TERRITORY SHALL BE CONSIDERED BREACHES
AND VIOLATIONS OF THIS AGREEMENT.
ADDITIONALLY, DURING