DEVELOPED ENTIRELY ON THE EXECUTIVE'S OWN
TIME UNLESS:
(1) THE INVENTION RELATES (A) TO THE BUSINESS OF THE COMPANY OR
(B) TO THE COMPANY'S ACTUAL DEMONSTRATIVELY ANTICIPATED RESEARCH AND
DEVELOPMENT, OR (2) THE INVENTION RESULTS FROM ANY WORK PERFORMED BY THE
EXECUTIVE FOR THE COMPANY.
(C)
EXECUTIVE RECOGNIZES AND UNDERSTANDS THAT
EXECUTIVE'S DUTIES AT THE COMPANY WHILE IN ITS EMPLOY OR DURING THE RESTRICTED
PERIOD, MAY HAVE INCLUDED, OR MAY INCLUDE, THE PREPARATION OF MATERIALS,
INCLUDING WRITTEN OR GRAPHIC MATERIALS AND OTHER DEVELOPMENTS, AND THAT ANY SUCH
MATERIALS CONCEIVED OR
3
WRITTEN BY EXECUTIVE ARE DEEMED TO BE "WORK MADE FOR HIRE" AS DEFINED AND USED
IN THE FEDERAL COPYRIGHT ACT, 17 U.S.C. § 101.
IN THE EVENT OF PUBLICATION OF
SUCH MATERIALS, EXECUTIVE UNDERSTANDS THAT SINCE SUCH WORK IS "WORK MADE FOR
HIRE," THE COMPANY SHALL SOLELY RETAIN AND OWN ALL RIGHTS IN SUCH MATERIALS,
INCLUDING ANY RIGHT OF COPYRIGHT.
5.
MUTUAL RELEASE OF CLAIMS.
(A)
IN CONSIDERATION OF THE PAYMENTS PROVIDED
FOR IN PARAGRAPH 2 ABOVE, AND OTHER GOOD AND VALUABLE CONSIDERATION, THE
RECEIPT, ADEQUACY, AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, EXECUTIVE
AND HIS HEIRS, EXECUTORS, ADMINISTRATORS, AGENTS, ASSIGNS, RECEIVERS, ATTORNEYS,
SERVANTS, LEGAL REPRESENTATIVES, PREDECESSORS AND SUCCESSORS IN INTEREST,
REGARDLESS OF FORM, TRUSTEES IN BANKRUPTCY OR OTHERWISE, WARDS, AND ANY OTHER
REPRESENTATIVE OR ENTITY ACTING ON HIS OR THEIR BEHALF, PURSUANT TO, OR BY
VIRTUE OF THE RIGHTS OF ANY OF THEM, DO HEREBY NOW AND FOREVER UNCONDITIONALLY
RELEASE, DISCHARGE, ACQUIT AND HOLD HARMLESS THE COMPANY AND ANY PARENT,
SUBSIDIARY OR RELATED COMPANIES, AND ANY AND ALL OF THEIR OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, ADMINISTRATORS, ASSIGNS, RECEIVERS, ATTORNEYS, SERVANTS,
LEGAL REPRESENTATIVES, AFFILIATES, INSURERS, PREDECESSORS AND SUCCESSORS IN
INTEREST, REGARDLESS OF FORM, TRUSTEES IN BANKRUPTCY OR OTHERWISE, INSURANCE
BENEFIT PLANS, AND ANY OTHER REPRESENTATIVE OR ENTITY ACTING ON ITS OR THEIR
BEHALF (COLLECTIVELY, THE "RELEASED PARTIES"), FROM ANY AND ALL CLAIMS, RIGHTS,
DEMANDS, ACTIONS, SUITS, DAMAGES, LOSSES, EXPENSES, LIABILITIES, INDEBTEDNESS,
AND CAUSES OF ACTION, OF WHATEVER KIND OR NATURE RELATED TO THE COMPANY THAT
EXISTED FROM THE BEGINNING OF TIME THROUGH THE DATE OF EXECUTION OF THIS
AGREEMENT, REGARDLESS OF WHETHER KNOWN OR UNKNOWN, AND REGARDLESS OF WHETHER
ASSERTED BY EXECUTIVE TO DATE, INCLUDING, BUT NOT LIMITED TO, ALL CLAIMS FOR OR
RELATING TO ASSAULT, BATTERY, NEGLIGENCE, NEGLIGENT HIRING, NEGLIGENT RETENTION,
NEGLIGENT SUPERVISION, NEGLIGENT TRAINING, NEGLIGENT OR INTENTIONAL INFLICTION
OF EMOTIONAL DISTRESS, FALSE IMPRISONMENT, DEFAMATION (WHETHER LIBEL OR
SLANDER), PERSONAL INJURY, BODILY INJURY, BAD FAITH, PAIN AND SUFFERING, MEDICAL
EXPENSES, WAGE AND HOUR, LOST INCOME AND EARNINGS (INCLUDING, BUT NOT LIMITED
TO, BACK PAY, FRONT PAY AND ANY OTHER FORM OF PRESENT OR FUTURE INCOME, BENEFITS
AND/OR EARNINGS), EQUITABLE REINSTATEMENT, BREACH OF ANY EXPRESS OR IMPLIED
CONTRACT, BREACH OF THE COVENANT OF GOOD FAITH AND FAIR DEALING, WORKERS'
COMPENSATION, WRONGFUL TERMINATION, WRONGFUL DEMOTION, WRONGFUL FAILURE TO
PROMOTE, WRONGFUL DEPRIVATION OF A CAREER OPPORTUNITY, DISCRIMINATION (INCLUDING
DISPARATE TREATMENT AND DISPARATE IMPACT), HOSTILE WORK ENVIRONMENT, QUID PRO
QUO SEXUAL HARASSMENT, RETALIATION, ANY REQUEST TO SUBMIT TO A DRUG OR POLYGRAPH