REDUCED TO PRACTICE,
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DEVELOPED OR MADE USING ANY EQUIPMENT, SUPPLIES, FACILITIES, ASSETS, INFORMATION
OR RESOURCES OF ANY OF THE COMPANY PARTIES (INCLUDING, WITHOUT LIMITATION, ANY
INTELLECTUAL PROPERTY RIGHTS).
(B)
DISCLOSURE.
THE EXECUTIVE SHALL PROMPTLY
DISCLOSE WORK PRODUCT TO THE CHIEF EXECUTIVE OFFICER AND PERFORM ALL ACTIONS
REASONABLY REQUESTED BY THE COMPANY (WHETHER DURING OR AFTER THE EMPLOYMENT
PERIOD) TO ESTABLISH AND CONFIRM THE OWNERSHIP AND PROPRIETARY INTEREST OF ANY
OF THE COMPANY PARTIES IN ANY WORK PRODUCT (INCLUDING, WITHOUT LIMITATION, THE
EXECUTION OF ASSIGNMENTS, CONSENTS, POWERS OF ATTORNEY, APPLICATIONS AND OTHER
INSTRUMENTS).
THE EXECUTIVE SHALL NOT FILE ANY PATENT OR COPYRIGHT APPLICATIONS
RELATED TO ANY WORK PRODUCT EXCEPT WITH THE WRITTEN CONSENT OF THE CHIEF
EXECUTIVE OFFICER.
5.3
NON-COMPETITION AND NON-SOLICITATION.
(A)
IN CONSIDERATION OF THE CONFIDENTIAL
INFORMATION BEING PROVIDED TO THE EXECUTIVE AS STATED IN SECTION 5.1 HEREOF, AND
OTHER GOOD AND VALUABLE NEW CONSIDERATION AS STATED IN THIS AGREEMENT,
INCLUDING, WITHOUT LIMITATION, EMPLOYMENT AND/OR CONTINUED EMPLOYMENT WITH THE
COMPANY, AND THE BUSINESS RELATIONSHIPS, COMPANY GOODWILL, WORK EXPERIENCE,
CLIENT, CUSTOMER AND/OR VENDOR RELATIONSHIPS AND OTHER FRUITS OF EMPLOYMENT THAT
THE EXECUTIVE WILL HAVE THE OPPORTUNITY TO OBTAIN, USE AND DEVELOP UNDER THIS
AGREEMENT, THE EXECUTIVE AGREES TO THE RESTRICTIVE COVENANTS STATED IN THIS
SECTION 5.3.
(B)
DURING THE EMPLOYMENT PERIOD AND UNTIL THE
END OF THE RESTRICTED PERIOD (AS DEFINED IN SECTION 5.4(G) HEREOF), THE
EXECUTIVE AGREES THAT THE EXECUTIVE WILL NOT, DIRECTLY OR INDIRECTLY, ON THE
EXECUTIVE'S OWN BEHALF OR ON THE BEHALF OF ANY OTHER PERSON, WITHIN THE UNITED
STATES OF AMERICA OR IN ANY OTHER COUNTRY OR TERRITORY IN WHICH THE BUSINESSES
OF THE COMPANY ARE CONDUCTED:
(I)
ENGAGE IN A COMPETING BUSINESS (AS
DEFINED IN SECTION 5.4(C) HEREOF), INCLUDING, WITHOUT LIMITATION, BY OWNING,
MANAGING, OPERATING, CONTROLLING, BEING EMPLOYED BY, PROVIDING SERVICES AS A
CONSULTANT OR INDEPENDENT CONTRACTOR TO OR PARTICIPATING IN THE OWNERSHIP,
MANAGEMENT, OPERATION OR CONTROL OF ANY COMPETING BUSINESS;
(II)
INDUCE OR ATTEMPT TO INDUCE ANY CUSTOMER,
VENDOR, SUPPLIER, LICENSOR OR OTHER PERSON IN A BUSINESS RELATIONSHIP WITH ANY
COMPANY PARTY, FOR OR WITH WHICH THE EXECUTIVE OR EMPLOYEES WORKING UNDER THE
EXECUTIVE'S SUPERVISION HAD ANY DIRECT OR INDIRECT RESPONSIBILITY OR CONTACT
DURING THE EMPLOYMENT PERIOD, (A) TO DO BUSINESS WITH A COMPETING BUSINESS OR
(B) TO CEASE, RESTRICT, TERMINATE OR OTHERWISE REDUCE BUSINESS WITH THE COMPANY
FOR THE BENEFIT OF A COMPETING BUSINESS, REGARDLESS OF WHETHER THE EXECUTIVE
INITIATES CONTACT; OR
(III)
(A) SOLICIT, RECRUIT, PERSUADE, INFLUENCE OR
INDUCE, OR ATTEMPT TO SOLICIT, RECRUIT, PERSUADE, INFLUENCE OR INDUCE ANYONE
EMPLOYED OR OTHERWISE RETAINED BY ANY OF THE COMPANY PARTIES (INCLUDING ANY
INDEPENDENT CONTRACTOR OR CONSULTANT), TO CEASE OR LEAVE THEIR EMPLOYMENT OR
CONTRACTUAL OR
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CONSULTING RELATIONSHIP WITH ANY COMPANY PARTY, REGARDLESS OF WHETHER THE
EXECUTIVE INITIATES CONTACT FOR SUCH PURPOSES OR (B) HIRE, EMPLOY OR OTHERWISE
ATTEMPT TO ESTABLISH, FOR ANY PERSON, ANY EMPLOYMENT, AGENCY, CONSULTING,
INDEPENDENT CONTRACTOR OR OTHER BUSINESS RELATIONSHIP WITH ANY PERSON WHO IS OR
WAS EMPLOYED OR OTHERWISE RETAINED BY ANY OF THE COMPANY