SOLELY OR
JOINTLY WITH ANY OTHER PERSON, AT ANY TIME DURING THE TERM OF HIS EMPLOYMENT,
WHETHER DURING WORKING HOURS OR AT CINERGY'S FACILITIES OR AT ANY OTHER TIME OR
LOCATION, AND WHETHER UPON THE REQUEST OR SUGGESTION OF CINERGY OR OTHERWISE,
THAT RELATE TO OR ARE USEFUL IN ANY WAY IN CONNECTION WITH ANY BUSINESS CARRIED
ON BY CINERGY (COLLECTIVELY, "INTELLECTUAL WORK PRODUCT") WILL BE THE SOLE AND
EXCLUSIVE PROPERTY OF CINERGY.
THE EXECUTIVE WILL PROMPTLY AND FULLY DISCLOSE
ALL INTELLECTUAL WORK PRODUCT TO CINERGY.
ANY INTELLECTUAL WORK PRODUCT NOT
GENERALLY KNOWN TO AND AVAILABLE FOR USE BY THE PUBLIC SHALL BE CONSIDERED TO BE
CONFIDENTIAL INFORMATION AS DEFINED HEREIN.
THE EXECUTIVE ACKNOWLEDGES THAT ALL
INTELLECTUAL WORK PRODUCT THAT IS COPYRIGHTABLE WILL BE CONSIDERED A WORK MADE
FOR HIRE UNDER UNITED STATES COPYRIGHT LAW.
TO THE EXTENT THAT ANY
COPYRIGHTABLE INTELLECTUAL WORK PRODUCT MAY NOT BE CONSIDERED A WORK MADE FOR
HIRE UNDER THE APPLICABLE PROVISIONS OF THE COPYRIGHT LAW, OR TO THE EXTENT
THAT, NOTWITHSTANDING THE FOREGOING PROVISIONS, THE EXECUTIVE MAY RETAIN AN
INTEREST IN ANY INTELLECTUAL WORK PRODUCT THAT IS NOT COPYRIGHTABLE, THE
EXECUTIVE HEREBY IRREVOCABLY ASSIGNS AND TRANSFERS TO CINERGY ANY AND ALL RIGHT,
TITLE, OR INTEREST THAT THE EXECUTIVE MAY HAVE IN THE INTELLECTUAL WORK PRODUCT
UNDER COPYRIGHT, PATENT, TRADE SECRET AND TRADEMARK LAW, IN PERPETUITY OR FOR
THE LONGEST PERIOD OTHERWISE PERMITTED BY LAW, WITHOUT THE NECESSITY OF FURTHER
CONSIDERATION.
CINERGY WILL BE ENTITLED TO OBTAIN AND HOLD IN ITS OWN NAME ALL
COPYRIGHTS, PATENTS, TRADE SECRETS AND TRADEMARKS WITH RESPECT THERETO.
AT THE
SOLE REQUEST AND EXPENSE OF CINERGY, THE EXECUTIVE WILL ASSIST CINERGY IN
ACQUIRING AND MAINTAINING COPYRIGHT, PATENT, TRADE SECRET AND TRADEMARK
PROTECTION UPON, AND CONFIRMING ITS TITLE TO, SUCH INTELLECTUAL WORK PRODUCT.
THE EXECUTIVE'S ASSISTANCE WILL INCLUDE SIGNING ALL APPLICATIONS
6
FOR COPYRIGHT AND PATENT APPLICATIONS AND OTHER PAPERS, COOPERATING IN LEGAL
PROCEEDINGS AND TAKING ANY OTHER STEPS CONSIDERED DESIRABLE BY CINERGY.
12.
BREACH OF THIS AGREEMENT.
BECAUSE THE EXECUTIVE'S SERVICES ARE
UNIQUE AND BECAUSE THE EXECUTIVE HAS ACCESS TO CONFIDENTIAL INFORMATION AND
INTELLECTUAL WORK PRODUCT, THE PARTIES AGREE THAT CINERGY WOULD BE DAMAGED
IRREPARABLY IN THE EVENT ANY OF THE PROVISIONS OF SECTIONS 8, 9, 10, 11 AND 13
WERE NOT PERFORMED IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE OTHERWISE
BREACHED AND THAT MONEY DAMAGES WOULD BE AN INADEQUATE REMEDY FOR ANY SUCH
NON-PERFORMANCE OR BREACH.
IN THE EVENT THAT THE EXECUTIVE BREACHES OR
THREATENS TO BREACH ANY PROVISION OF THIS AGREEMENT OR THE WAIVER AND RELEASE,
THE EXECUTIVE AGREES THAT CINERGY SHALL BE ENTITLED TO SEEK ANY AND ALL
EQUITABLE AND LEGAL RELIEF PROVIDED BY LAW, SPECIFICALLY INCLUDING IMMEDIATE AND
PERMANENT INJUNCTIVE RELIEF TO PREVENT ANY BREACH OR THREATENED BREACH OF ANY OF
SUCH PROVISIONS AND TO ENFORCE SUCH PROVISIONS SPECIFICALLY (WITHOUT POSTING A
BOND OR OTHER SECURITY).
THE EXECUTIVE HEREBY WAIVES ANY CLAIM THAT CINERGY HAS
AN ADEQUATE REMEDY AT LAW.
IN ADDITION, AND TO THE EXTENT NOT PROHIBITED BY
LAW, THE EXECUTIVE AGREES THAT