SUPPLEMENTARY WORK, AS A COMPILATION, OR AS AN INSTRUCTIONAL
TEXT, OR IS CREATED USING ANY RESOURCES OR PROPERTY OF 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
8
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.
10.
NO EXCLUSIONS.
EMPLOYEE HEREBY REPRESENTS THAT EMPLOYEE HAS NOT
HERETOFORE MADE ANY DISCOVERIES OR PREPARED ANY WORK WHICH IS THE SUBJECT OF
COPYRIGHTS THAT EMPLOYEE WISHES TO EXCLUDE FROM THE PROVISIONS OF SECTIONS 8 AND
9 ABOVE.
11.
NONCOMPETITION. THE BUSINESS OF THE COMPANY IS RELATIVELY UNIQUE
AND EMPLOYEE ACKNOWLEDGES THAT HE IS BEING PROVIDED AND WILL CONTINUE TO 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