ACQUIRED DURING THE TERM.
TO THE EXTENT THE EMPLOYEE MAY, BY
OPERATION OF LAW OR OTHERWISE, ACQUIRE ANY RIGHT, TITLE OR INTEREST IN OR TO ANY
CONFIDENTIAL INFORMATION OR EMPLOYEE DEVELOPMENT, THE EMPLOYEE HEREBY ASSIGNS TO
THE COMPANY ALL SUCH PROPRIETARY RIGHTS.
THE EMPLOYEE SHALL, BOTH DURING AND
AFTER THE TERM, UPON THE COMPANY'S REQUEST, PROMPTLY EXECUTE AND DELIVER TO THE
COMPANY ALL SUCH ASSIGNMENTS, CERTIFICATES AND INSTRUMENTS, AND SHALL PROMPTLY
PERFORM SUCH OTHER ACTS, AS THE COMPANY MAY FROM TIME TO TIME IN ITS DISCRETION
DEEM NECESSARY OR DESIRABLE TO EVIDENCE, ESTABLISH, MAINTAIN, PERFECT, ENFORCE
OR DEFEND THE COMPANY'S RIGHTS IN CONFIDENTIAL INFORMATION AND EMPLOYEE
DEVELOPMENTS.
(E)
COMPLIANCE WITH POLICIES AND PROCEDURES.
DURING THE TERM, EMPLOYEE SHALL ADHERE TO THE POLICIES AND STANDARDS OF
PROFESSIONALISM SET FORTH IN THE COMPANY'S POLICIES AND PROCEDURES AS THEY MAY
EXIST FROM TIME TO TIME.
(F)
REMEDIES FOR BREACH.
EMPLOYEE EXPRESSLY
AGREES AND UNDERSTANDS THAT EMPLOYEE WILL NOTIFY THE COMPANY IN WRITING OF ANY
ALLEGED BREACH OF THIS AGREEMENT BY THE COMPANY, AND THE COMPANY WILL HAVE 30
DAYS FROM RECEIPT OF EMPLOYEE'S NOTICE TO CURE ANY SUCH BREACH.
EMPLOYEE EXPRESSLY AGREES AND UNDERSTANDS THAT THE REMEDY AT LAW FOR ANY BREACH
BY EMPLOYEE OF THIS SECTION 2 WILL BE INADEQUATE AND THAT DAMAGES FLOWING FROM
SUCH BREACH ARE
4
NOT USUALLY SUSCEPTIBLE TO BEING MEASURED IN MONETARY TERMS.
ACCORDINGLY, IT IS
ACKNOWLEDGED THAT UPON EMPLOYEE'S VIOLATION OF ANY PROVISION OF THIS SECTION 2
THE COMPANY SHALL BE ENTITLED TO OBTAIN FROM ANY COURT OF COMPETENT JURISDICTION
IMMEDIATE INJUNCTIVE RELIEF AND OBTAIN A TEMPORARY ORDER RESTRAINING ANY
THREATENED OR FURTHER BREACH AS WELL AS AN EQUITABLE ACCOUNTING OF ALL PROFITS
OR BENEFITS ARISING OUT OF SUCH VIOLATION.
NOTHING IN THIS SECTION 2 SHALL BE
DEEMED TO LIMIT THE COMPANY'S REMEDIES AT LAW OR IN EQUITY FOR ANY BREACH BY
EMPLOYEE OF ANY OF THE PROVISIONS OF THIS SECTION 2, WHICH MAY BE PURSUED BY OR
AVAILABLE TO THE COMPANY.
(G)
SURVIVAL OF PROVISIONS.
THE OBLIGATIONS
CONTAINED IN THIS SECTION 2 SHALL, TO THE EXTENT PROVIDED IN THIS SECTION 2,
SURVIVE THE TERMINATION OR EXPIRATION OF EMPLOYEE'S EMPLOYMENT WITH THE COMPANY
AND, AS APPLICABLE, SHALL BE FULLY ENFORCEABLE THEREAFTER IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT.
IF IT IS DETERMINED BY A COURT OF COMPETENT
JURISDICTION IN ANY STATE THAT ANY RESTRICTION IN THIS SECTION 2 IS EXCESSIVE IN
DURATION OR SCOPE OR IS UNREASONABLE OR UNENFORCEABLE UNDER THE LAWS OF THAT
STATE, IT IS THE INTENTION OF THE PARTIES THAT SUCH RESTRICTION MAY BE MODIFIED
OR AMENDED BY THE COURT TO RENDER IT ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED
BY THE LAW OF THAT STATE.
3.
TERMINATION OF PRIOR AGREEMENTS.
THIS
AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND TERMINATES
AND SUPERSEDES ANY AND ALL PRIOR AGREEMENTS AND UNDERSTANDINGS (WHETHER WRITTEN
OR ORAL) BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER OF THIS
AGREEMENT.
EMPLOYEE ACKNOWLEDGES AND AGREES THAT NEITHER THE COMPANY NOR ANYONE
ACTING ON ITS BEHALF HAS