AND TO ANY AND ALL OF
SUCH IMPROVEMENT AND INVENTIONS AS ARE SPECIFIED IN THIS SECTION 8(A), AND IN
AND TO ANY AND ALL APPLICATIONS FOR LETTERS PATENT THAT MAY BE FILED ON SUCH
INVENTIONS, AND IN AND TO ANY AND ALL LETTERS PATENT THAT MAY ISSUE, OR BE
ISSUED, UPON SUCH APPLICATIONS.
IN CONNECTION THEREWITH AND FOR NO ADDITIONAL
COMPENSATION THEREFOR, BUT AT NO EXPENSE TO EMPLOYEE, EMPLOYEE WILL SIGN ANY AND
ALL INSTRUMENTS DEEMED NECESSARY BY THE COMPANY FOR PATENT PROTECTION OF SUCH
INVENTIONS.
(B)
COPYRIGHTABLE MATERIAL.
ALL RIGHT, TITLE AND INTEREST IN ALL
COPYRIGHTABLE MATERIAL THAT EMPLOYEE SHALL CONCEIVE OR ORIGINATE INDIVIDUALLY OR
JOINTLY WITH OTHERS, AND THAT ARISE IN CONNECTION WITH EMPLOYEE'S SERVICES
HEREUNDER OR KNOWLEDGE OF CONFIDENTIAL AND PROPRIETARY INFORMATION OF THE
COMPANY, WILL BE THE PROPERTY OF THE COMPANY AND ARE HEREBY ASSIGNED BY EMPLOYEE
TO THE COMPANY OF ITS AFFILIATES, ALONG WITH OWNERSHIP OF ANY AND ALL COPYRIGHTS
IN THE COPYRIGHTABLE MATERIAL.
WHERE APPLICABLE, WORKS OF AUTHORSHIP CREATED BY
EMPLOYEE RELATING TO THE COMPANY OR ITS AFFILIATES AND ARISING OUT OF EMPLOYEE'S
KNOWLEDGE OF CONFIDENTIAL AND PROPRIETARY INFORMATION OF THE COMPANY SHALL BE
CONSIDERED "WORKS MADE FOR HIRE," AS DEFINED IN THE U.S. COPYRIGHT ACT, AS
AMENDED.
9.
RETURN OF RECORDS AND PROPERTY.
UPON TERMINATION OF EMPLOYEE'S
EMPLOYMENT OR AT ANY TIME UPON THE COMPANY'S REQUEST, EMPLOYEE WILL PROMPTLY
DELIVER TO THE COMPANY ANY AND ALL COMPANY AND AFFILIATE RECORDS AND ANY AND ALL
COMPANY AND AFFILIATE PROPERTY IN EMPLOYEE'S POSSESSION OR UNDER EMPLOYEE'S
CONTROL, INCLUDING WITHOUT LIMITATION MANUALS, BOOKS, BLANK FORMS, DOCUMENTS,
LETTERS, MEMORANDA, NOTES, NOTEBOOKS, REPORTS, PRINTOUTS, COMPUTER DISKS,
COMPUTER TAPES, SOURCE CODES, DATA, TABLES OR CALCULATIONS AND ALL COPIES
THEREOF, DOCUMENTS THAT IN WHOLE OR IN PART CONTAIN ANY TRADE SECRETS OR
CONFIDENTIAL, PROPRIETARY OR OTHER SECRET INFORMATION OF THE COMPANY OR ITS
AFFILIATES AND ALL COPIES THEREOF, AND KEYS, ACCESS CARDS, ACCESS CODES,
PASSWORDS, CREDIT CARDS, PERSONAL COMPUTERS, TELEPHONES AND OTHER ELECTRONIC
EQUIPMENT BELONGING TO THE COMPANY OR ITS AFFILIATES.
10.
REMEDIES.
EMPLOYEE ACKNOWLEDGES THAT IT WOULD BE DIFFICULT TO FULLY
COMPENSATE THE COMPANY FOR MONETARY DAMAGES RESULTING FROM ANY BREACH BY HIM OF
THE PROVISIONS HEREOF.
ACCORDINGLY, IN THE EVENT OF ANY ACTUAL OR THREATENED
BREACH OF ANY SUCH PROVISIONS, THE COMPANY WILL, IN ADDITION TO ANY OTHER
REMEDIES IT MAY HAVE, BE ENTITLED TO INJUNCTIVE AND OTHER EQUITABLE RELIEF TO
ENFORCE SUCH PROVISIONS, AND SUCH RELIEF MAY BE GRANTED WITHOUT THE NECESSITY OF
PROVING ACTUAL MONETARY DAMAGES.
IN THE EVENT THAT A COURT OF COMPETENT
JURISDICTION CONCLUDES THAT EMPLOYEE HAS VIOLATED EMPLOYEE'S OBLIGATIONS UNDER
PARAGRAPHS 5, 6, 7, 8 OR 9 OF THIS AGREEMENT, EMPLOYEE SHALL ALSO BE LIABLE TO
THE COMPANY FOR THE REASONABLE COSTS AND ATTORNEYS' FEES THAT IT INCURS IN ANY
LEGAL ACTION IN WHICH IT ENFORCES ITS LEGAL RIGHTS UNDER THOSE PARAGRAPHS.
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11.
TERMINATION OF EMPLOYMENT.
THE EMPLOYEE'S EMPLOYMENT WITH THE COMPANY
WILL TERMINATE IMMEDIATELY UPON:
A.
EMPLOYEE'S RECEIPT OF WRITTEN NOTICE FROM THE COMPANY OF THE
TERMINATION OF EMPLOYEE'S EMPLOYMENT,