NOTICE FROM THE TAXING AUTHORITY OF SUCH
OFFSET.
7.
EACH OF YOU AND WMP CONSULTING LLC, A
CONNECTICUT LLC ("CONSULTANT"), HEREBY AGREE THAT ALL TANGIBLE AND INTANGIBLE
MATERIAL AND WORK PRODUCT DELIVERED BY CONSULTANT AND/OR YOU AS PART OF OR IN
CONNECTION WITH THE CONSULTING SERVICES PROVIDED BY CONSULTANT AND/OR YOU TO THE
COMPANY AND/OR ITS AFFILIATES (INCLUDING BUT NOT LIMITED TO ALL SUCH MATERIAL
AND WORK PRODUCT DELIVERED PRIOR TO THE DATE HEREOF) (INCLUDING ANY SOURCE CODE
AND OBJECT CODE) (COLLECTIVELY, THE "DELIVERABLES") IS THE PROPERTY OF THE
COMPANY.
CONSULTANT AND YOU EACH AGREE THAT ALL RIGHT, TITLE AND INTEREST
(INCLUDING WITHOUT LIMITATION COPYRIGHT, PATENT AND TRADE SECRET RIGHTS) IN AND
TO THE DELIVERABLES OR ANY ASPECT THEREOF (INCLUDING WITHOUT LIMITATION ANY AND
ALL TECHNICAL INFORMATION, SPECIFICATIONS, DRAWINGS, DIAGRAMS, RECORDS, SCREEN
LAYOUTS AND LOOK AND FEEL) SHALL BELONG EXCLUSIVELY TO THE COMPANY.
THE PARTIES
AGREE THAT THE DELIVERABLES, INSOFAR AS THEY CONSTITUTE WORKS OF AUTHORSHIP OR
CONTRIBUTIONS TO WORKS OF AUTHORSHIP, SHALL BE DEEMED WORKS SPECIALLY ORDERED
AND COMMISSIONED BY THE COMPANY AND "WORKS MADE FOR HIRE" UNDER THE UNITED
STATES COPYRIGHT LAWS (17 U.S.C. §§ 101 ET SEQ.).
IF FOR ANY REASON THE
DELIVERABLES, OR ANY PART OF THEM, CANNOT AS A MATTER OF LAW CONSTITUTE "WORKS
MADE FOR HIRE" UNDER THE UNITED STATES COPYRIGHT LAWS, CONSULTANT AND YOU EACH
HEREBY ASSIGN AND AGREE TO ASSIGN THE ENTIRE COPYRIGHT THEREIN (AND ALL RIGHTS
COMPRISING SAID COPYRIGHT) TO THE COMPANY.
INDEPENDENT OF THE PRECEDING
SENTENCE, CONSULTANT AND YOU EACH ASSIGN AND AGREE TO ASSIGN ALL OTHER
INTELLECTUAL PROPERTY RIGHTS, INCLUDING WITHOUT LIMITATION PATENT AND TRADE
SECRET RIGHTS, AND ALL RIGHT, TITLE AND INTEREST IN AND TO THE DELIVERABLES, OR
ANY ASPECT THEREOF, TO THE COMPANY.
CONSULTANT AND YOU
5
EACH HEREBY AGREE TO EXECUTE, UPON REQUEST BY THE COMPANY, ANY AND ALL
ADDITIONAL DOCUMENTS, INCLUDING ASSIGNMENTS, NECESSARY TO EFFECTUATE THE INTENT
OF THE PRECEDING SENTENCES OF THIS SECTION 7 OR TO CONFIRM OR REGISTER THE
COMPANY'S RIGHTS IN THE DELIVERABLES.
THE DELIVERABLES, OR THE CONTENT THEREOF,
SHALL NOT BE USED, SOLD, LICENSED OR DISCLOSED BY CONSULTANT OR YOU UNDER ANY
CIRCUMSTANCES.
8.
ALL NOTICES, DEMANDS OR OTHER
COMMUNICATIONS TO BE GIVEN OR DELIVERED UNDER OR BY REASON OF THIS AGREEMENT
SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN PROPERLY SERVED IF
DELIVERED PERSONALLY, BY COURIER, OR BY CERTIFIED OR REGISTERED MAIL, RETURN
RECEIPT REQUESTED AND FIRST CLASS POSTAGE PREPAID, IN CASE OF NOTICE TO THE
COMPANY, TO THE ATTENTION OF THE CEO AT THE ADDRESS SET FORTH ON THE FIRST
PAGE OF THIS AGREEMENT (WITH A COPY TO MYRON OLESNYCKYJ, MONSTER
WORLDWIDE, INC., 622 THIRD AVENUE, 39TH FLOOR, NEW YORK, NY 10017) AND IN THE
CASE OF NOTICES TO YOU TO YOUR OFFICE OR RESIDENCE ADDRESS, OR SUCH OTHER
ADDRESSES AS THE RECIPIENT PARTY HAS SPECIFIED BY PRIOR WRITTEN NOTICE TO THE
SENDING PARTY.
ALL SUCH NOTICES AND COMMUNICATIONS SHALL BE DEEMED RECEIVED
UPON THE ACTUAL DELIVERY THEREOF IN ACCORDANCE WITH THE FOREGOING.
9.
YOU