NOT, DIRECTLY OR INDIRECTLY FOR ANY REASON WHATSOEVER, DISCLOSE OR USE
5
ANY SUCH CONFIDENTIAL MATERIAL AT ANY TIME DURING THE CONSULTING TERM OR
THEREAFTER.
ALL RECORDS, FILES, DRAWINGS, DOCUMENTS, EQUIPMENT AND OTHER
TANGIBLE ITEMS, WHEREVER LOCATED, RELATING IN ANY WAY TO THE CONFIDENTIAL
MATERIAL OR OTHERWISE TO ZENITH'S BUSINESS, WHICH TICKNER SHALL PREPARE, USE OR
ENCOUNTER, SHALL BE AND REMAIN ZENITH'S SOLE AND EXCLUSIVE PROPERTY AND SHALL BE
INCLUDED IN THE CONFIDENTIAL MATERIAL.
UPON OR AT ANY TIME FOLLOWING THE
TERMINATION OF THE CONSULTING TERM, OR SOONER IF REQUESTED BY ZENITH, TICKNER
SHALL PROMPTLY DELIVER TO ZENITH ANY AND ALL OF THE CONFIDENTIAL MATERIAL, NOT
PREVIOUSLY DELIVERED TO ZENITH, THAT MAY BE IN THE POSSESSION OR UNDER THE
CONTROL OF TICKNER.
(B)
ONCE TICKNER HAS DISCLOSED TO ZENITH PROCESSES, DEVELOPMENTS AND
DISCOVERIES CONCEIVED BY TICKNER (COLLECTIVELY, THE "TICKNER WORK PRODUCT"), IN
ANY WAY RELATED TO THE CONFIDENTIAL MATERIAL OR THE DEVELOPMENT, PRODUCTION,
FINANCING OR MARKETING ACTIVITY CARRIED ON BY ZENITH, WHETHER CONCEIVED ALONE OR
WITH OTHERS DURING THE PERFORMANCE OF TICKNER'S DUTIES, AND WHETHER OR NOT
CONCEIVED DURING THE REGULAR WORKING HOURS OF ZENITH, SUCH TICKNER WORK PRODUCT
SHALL BECOME THE SOLE AND EXCLUSIVE PROPERTY OF ZENITH, AND TICKNER HEREBY
ASSIGNS TO ZENITH TICKNER'S ENTIRE RIGHT, TITLE AND INTEREST IN AND TO THE
TICKNER WORK PRODUCT. ZENITH SHALL ALSO HAVE THE RIGHT TO KEEP ANY AND ALL OF
THE TICKNER WORK PRODUCT AS ZENITH'S CONFIDENTIAL MATERIAL.
(C)
DURING THE TERM OF THIS AGREEMENT, AND FOR A PERIOD OF TWENTY FOUR
MONTHS AFTER THE CONCLUSION OF TICKNER'S SERVICES PURSUANT TO THIS AGREEMENT,
TICKNER SHALL NOT, DIRECTLY OR INDIRECTLY, SOLICIT ANY EMPLOYEE OR CONSULTANT OF
ZENITH, ENCOURAGE ANY SUCH EMPLOYEE OR CONSULTANT TO LEAVE THE EMPLOYMENT OF
ZENITH, OR HAVE ANY INVOLVEMENT IN THE HIRING (OR RETENTION) OF ANY SUCH
EMPLOYEE OR CONSULTANT WITHOUT ZENITH'S PRIOR WRITTEN CONSENT; PROVIDED,
HOWEVER, THAT THIS LIMITATION SHALL NOT APPLY IN ANY EVENT WITH REGARD TO THE
HIRING OF ANY INDIVIDUAL WHO HAS NOT BEEN EMPLOYED BY, OR CONSULTED WITH, ZENITH
FOR AT LEAST ONE YEAR.
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(D)
THE PARTIES ACKNOWLEDGE THAT DAMAGES WOULD NOT ADEQUATELY
COMPENSATE ZENITH FOR ANY BREACH BY TICKNER OF ANY OF THE PROVISIONS OF THIS
PARAGRAPH 2 OF THIS AGREEMENT; THAT ANY SUCH BREACH WILL IRREPARABLY HARM
ZENITH; AND THAT IN THE EVENT OF ALLEGATIONS OF IRREPARABLE INJURY FROM THIS OR
ANY OTHER TYPE OF CONDUCT, ANY COURT OF COMPETENT JURISDICTION MAY GRANT TO
ZENITH PROVISIONAL RELIEF, INCLUDING A TEMPORARY RESTRAINING ORDER OR
INJUNCTION, PENDING ARBITRATION, TO PROTECT ZENITH OR ITS CONFIDENTIAL
MATERIAL.
SIMILARLY, IN THE EVENT ANY ALLEGED BREACH BY ZENITH SHALL THREATEN
IRREPARABLE HARM TO THE TICKNER, TICKNER MAY SEEK FROM ANY COURT WITH
APPROPRIATE VENUE, PROVISIONAL RELIEF, INCLUDING A TEMPORARY RESTRAINING ORDER
OR INJUNCTION, TO PROTECT HIS INTERESTS, PENDING ARBITRATION.
THE PARTIES
FURTHER AGREE THAT THEIR RIGHTS AND REMEDIES TO SEEK PROVISIONAL RELIEF FROM A
COURT AND INJUNCTIVE RELIEF FROM AN ARBITRATOR SHALL BE IN ADDITION TO ANY OTHER
RIGHTS, INCLUDING THE RIGHT TO SUSPEND