FROM OR RELATE TO ANY WORK
PERFORMED FOR THE COMPANY; OR (III) ARE DEVELOPED THROUGH THE USE OF
CONFIDENTIAL INFORMATION AND/OR COMPANY RESOURCES OR IN CONSULTATION WITH
COMPANY PERSONNEL (COLLECTIVELY REFERRED TO AS "DEVELOPMENTS").
EMPLOYEE HEREBY
ASSIGNS ALL RIGHT, TITLE AND INTEREST IN AND TO ANY AND ALL OF THESE
DEVELOPMENTS TO THE COMPANY.
EMPLOYEE AGREES TO ASSIST THE COMPANY, AT THE
COMPANY'S EXPENSE, TO FURTHER EVIDENCE, RECORD AND PERFECT SUCH ASSIGNMENTS, AND
TO PERFECT, OBTAIN, MAINTAIN, ENFORCE, AND DEFEND ANY RIGHTS SPECIFIED TO BE SO
OWNED OR ASSIGNED.
EMPLOYEE HEREBY IRREVOCABLY DESIGNATES AND APPOINTS THE
COMPANY AND ITS AGENTS AS ATTORNEYS-IN-FACT TO ACT FOR AND ON EMPLOYEE'S BEHALF
TO EXECUTE AND FILE ANY DOCUMENT AND TO DO ALL OTHER LAWFULLY PERMITTED ACTS TO
FURTHER THE PURPOSES OF THE FOREGOING WITH THE SAME LEGAL FORCE AND EFFECT AS IF
EXECUTED BY EMPLOYEE.
IN ADDITION, AND NOT IN CONTRAVENTION OF ANY OF THE
FOREGOING, EMPLOYEE ACKNOWLEDGES THAT ALL ORIGINAL WORKS OF AUTHORSHIP WHICH ARE
MADE BY HIM (SOLELY OR JOINTLY WITH OTHERS) WITHIN THE SCOPE OF EMPLOYMENT AND
WHICH ARE PROTECTABLE BY COPYRIGHT ARE "WORKS MADE FOR HIRE," AS THAT TERM IS
DEFINED IN THE UNITED STATES COPYRIGHT ACT (17 USC SEC. 101).
TO THE EXTENT
ALLOWED BY LAW, THIS INCLUDES ALL RIGHTS OF PATERNITY, INTEGRITY, DISCLOSURE AND
WITHDRAWAL AND ANY OTHER RIGHTS THAT MAY BE KNOWN AS OR REFERRED TO AS "MORAL
RIGHTS."
TO THE EXTENT EMPLOYEE RETAINS ANY SUCH MORAL RIGHTS UNDER APPLICABLE
LAW, EMPLOYEE HEREBY WAIVES SUCH MORAL RIGHTS AND CONSENTS TO ANY ACTION
CONSISTENT WITH THE TERMS OF THIS AGREEMENT WITH RESPECT TO SUCH MORAL RIGHTS,
IN EACH CASE, TO THE FULL EXTENT OF SUCH APPLICABLE LAW.
EMPLOYEE WILL CONFIRM
ANY SUCH WAIVERS AND CONSENTS FROM TIME TO TIME AS REQUESTED BY THE COMPANY.
(F)
BLUE PENCIL.
IF ANY COURT OF COMPETENT JURISDICTION SHALL AT ANY
TIME DEEM THE DURATION OR THE GEOGRAPHIC SCOPE OF ANY OF THE PROVISIONS OF THIS
SECTION ENTITLED "RESTRICTIVE COVENANTS" UNENFORCEABLE, THE OTHER PROVISIONS OF
THIS SECTION ENTITLED "RESTRICTIVE COVENANTS" SHALL NEVERTHELESS STAND AND THE
DURATION AND/OR GEOGRAPHIC SCOPE SET FORTH HEREIN SHALL BE DEEMED TO BE THE
LONGEST PERIOD AND/OR GREATEST SIZE PERMISSIBLE BY LAW UNDER THE CIRCUMSTANCES,
AND THE PARTIES HERETO AGREE THAT SUCH COURT SHALL REDUCE THE TIME PERIOD AND/OR
GEOGRAPHIC SCOPE TO PERMISSIBLE DURATION OR SIZE.
SECTION 11.
INJUNCTIVE RELIEF.
Without limiting the remedies available to the Company, Employee acknowledges
that a breach or threatened breach of any of the covenants contained this
Section 10 hereof may result in material irreparable injury to the Company or
its subsidiaries or affiliates for which there is no adequate remedy at law,
that it will not be possible to measure damages for such injuries precisely and
that, in the event of such a breach or threat thereof, the Company shall be
entitled to obtain a temporary restraining order and/or a preliminary or
permanent injunction, without the necessity of proving irreparable harm or
injury as a result of such breach or threatened