SUCH DEVELOPMENT.
EXECUTIVE
SHALL SIGN ALL INSTRUMENTS NECESSARY FOR THE FILING AND PROSECUTION OF ANY
APPLICATIONS FOR, OR EXTENSION OR RENEWALS OF, LETTERS PATENT (OR OTHER
INTELLECTUAL PROPERTY REGISTRATIONS OR FILINGS) OF THE UNITED STATES OR ANY
FOREIGN COUNTRY WHICH THE COMPANY DESIRES TO FILE AND RELATES TO ANY
DEVELOPMENT.
EXECUTIVE HEREBY IRREVOCABLY DESIGNATES AND APPOINTS THE COMPANY
AND ITS DULY AUTHORIZED OFFICERS AND AGENTS AS HIS AGENT AND ATTORNEY-IN-FACT
(WHICH DESIGNATION AND APPOINTMENT SHALL BE DEEMED COUPLED WITH AN INTEREST AND
SHALL SURVIVE THE EXECUTIVE'S DEATH OR INCAPACITY), TO ACT FOR AND IN HIS BEHALF
TO EXECUTE AND FILE ANY SUCH APPLICATIONS, EXTENSIONS OR RENEWALS AND TO DO ALL
OTHER LAWFULLY PERMITTED ACTS TO FURTHER THE PROSECUTION AND ISSUANCE OF SUCH
LETTERS PATENT, OTHER INTELLECTUAL PROPERTY REGISTRATIONS OR FILINGS, OR SUCH
OTHER SIMILAR DOCUMENTS WITH THE SAME LEGAL FORCE AND EFFECT AS IF EXECUTED BY
EXECUTIVE.
(E)
PRIOR INVENTIONS.
ATTACHED HERETO AS EXHIBIT A IS A LIST OF ALL
INVENTIONS, MODIFICATIONS, DISCOVERIES, DESIGNS, DEVELOPMENTS, IMPROVEMENTS,
PROCESSES, SOFTWARE PROGRAMS, WORKS OF AUTHORSHIP, DOCUMENTATION, FORMULAE,
DATA, TECHNIQUES, KNOW-HOW, SECRETS OR INTELLECTUAL PROPERTY RIGHTS OR ANY
INTEREST THEREIN MADE BY EXECUTIVE PRIOR TO HIS EMPLOYMENT WITH THE COMPANY,
WHICH BELONG TO EXECUTIVE, RELATE TO THE BUSINESS OF THE COMPANY, WERE NOT
PREVIOUSLY IRREVOCABLY AND UNCONDITIONALLY ASSIGNED TO BLUE CHIP TECHNOLOGIES,
AND ARE NOT ASSIGNED TO THE COMPANY HEREUNDER (COLLECTIVELY, THE "PRIOR
INVENTIONS"); OR, IF NO SUCH LIST IS ATTACHED, EXECUTIVE REPRESENTS THAT THERE
ARE NO SUCH PRIOR INVENTIONS.
IF IN THE COURSE OF EXECUTIVE'S EMPLOYMENT WITH
THE COMPANY, EXECUTIVE INCORPORATES INTO A COMPANY PRODUCT, PROCESS, SERVICE, OR
MACHINE A PRIOR INVENTION OWNED BY EXECUTIVE OR IN WHICH EXECUTIVE HAS AN
INTEREST, THE COMPANY IS HEREBY GRANTED AND SHALL HAVE A NON-EXCLUSIVE,
ROYALTY-FREE, IRREVOCABLE, PERPETUAL, TRANSFERABLE, WORLDWIDE LICENSE TO MAKE,
HAVE MADE, MODIFY, USE, SELL AND OTHERWISE EXPLOIT SUCH PRIOR INVENTION AS PART
OF OR IN CONNECTION WITH SUCH PRODUCT, PROCESS, SERVICE, OR MACHINE, OR ANY
ENHANCEMENTS OR EXTENSIONS THEREOF.
SECTION 8.
NONCOMPETITION AND NONSOLICITATION:
(A)
RESTRICTIONS.
THE EXECUTIVE AGREES THAT DURING THE RESTRICTED
PERIOD HE WILL NOT, DIRECTLY OR INDIRECTLY, IN ANY CAPACITY WHATSOEVER,
INDIVIDUALLY OR JOINTLY WITH OTHERS, WHETHER AS AN OWNER, EMPLOYEE, OFFICER,
DIRECTOR, PARTNER, MEMBER, TRUSTEE, BENEFICIARY, CONSULTANT, INDEPENDENT
CONTRACTOR, SHAREHOLDER, OR OTHERWISE:
(I)
CARRY ON OR PARTICIPATE IN OR ENGAGE IN, WITHIN THE RESTRICTED
TERRITORY, ANY BUSINESS THAT COMPETES, DIRECTLY OR INDIRECTLY, WITH THE PRODUCTS
OR SERVICES BEING CREATED, DEVELOPED, MANUFACTURED, MARKETED, DISTRIBUTED OR
SOLD BY THE COMPANY AS OF THE DATE OF TERMINATION OF EXECUTIVE'S EMPLOYMENT WITH
THE COMPANY; PROVIDED, THAT WITH RESPECT TO PRODUCTS AND SERVICES UNDER
DEVELOPMENT THE EXECUTIVE KNOWS GENERALLY OF THE COMPANY HAS PLANNED FOR OR IS
ENGAGED IN SUCH DEVELOPMENT;
(II)
SOLICIT OR ENDEAVOR TO ENTICE AWAY FROM THE COMPANY OR OTHERWISE
MATERIALLY INTERFERE WITH THE BUSINESS RELATIONSHIP OF THE COMPANY WITH, ANY
PERSON OR ENTITY WHO IS, OR WAS WITHIN THE ONE-YEAR PERIOD IMMEDIATELY PRIOR
THERETO, A CUSTOMER OR CLIENT OF, DISTRIBUTOR OF, RESELLER OR OEM PARTNER OF,
SUPPLIER TO, OR