"DEVELOPMENTS"),
TOGETHER WITH ALL PRODUCTS OR SERVICES WHICH EMBODY OR EMULATE SUCH
DEVELOPMENTS, SHALL BE THE SOLE PROPERTY OF THE COMPANY.
CONSULTANT AND
GALLIERS-PRATT AGREE TO, AND HEREBY DO ASSIGN TO THE COMPANY, ALL THEIR
RESPECTIVE RIGHT, TITLE AND INTEREST THROUGHOUT THE WORLD IN AND TO ALL
DEVELOPMENTS AND TO ANYTHING TANGIBLE WHICH EVIDENCES, INCORPORATES,
CONSTITUTES, REPRESENTS OR RECORDS ANY SUCH DEVELOPMENTS.
CONSULTANT AND
GALLIERS-PRATT AGREE THAT ALL SUCH DEVELOPMENTS SHALL CONSTITUTE WORKS MADE FOR
HIRE UNDER THE COPYRIGHT LAWS OF THE UNITED STATES AND HEREBY ASSIGN AND, TO THE
EXTENT ANY SUCH ASSIGNMENT CANNOT BE MADE AT PRESENT, CONSULTANT AND
GALLIERS-PRATT HEREBY AGREE TO ASSIGN TO THE COMPANY ALL COPYRIGHTS, PATENTS,
AND OTHER PROPRIETARY RIGHTS HE MAY HAVE IN ANY SUCH DEVELOPMENTS, TOGETHER WITH
THE
7
RIGHT TO FILE FOR AND/OR OWN WHOLLY WITHOUT RESTRICTION UNITED STATES AND
FOREIGN PATENTS, TRADEMARKS, AND COPYRIGHTS.
CONSULTANT AND GALLIERS-PRATT
AGREE TO WAIVE, AND HEREBY WAIVE, ALL MORAL RIGHTS OR PROPRIETARY RIGHTS IN OR
TO ANY DEVELOPMENTS AND, TO THE EXTENT THAT SUCH RIGHTS MAY NOT BE WAIVED, AGREE
NOT TO ASSERT SUCH RIGHTS AGAINST ANY AFFILIATED COMPANY OR ITS LICENSEES,
SUCCESSORS OR ASSIGNS.
8.
MISCELLANEOUS
(A)
CONSULTANT AND GALLIERS-PRATT EACH REPRESENT AND WARRANT THAT THEY
ARE NOT SUBJECT TO ANY AGREEMENT, ORDER, JUDGMENT OR DECREE OF ANY KIND WHICH
WOULD PREVENT THEM FROM ENTERING INTO THIS AGREEMENT OR PERFORMING FULLY THEIR
RESPECTIVE OBLIGATIONS HEREUNDER. CONSULTANT AND GALLIERS-PRATT EACH ACKNOWLEDGE
BEING INSTRUCTED:
(A) THAT IT IS THE COMPANY'S POLICY NOT TO SEEK ACCESS TO OR
MAKE USE OF TRADE SECRETS OR CONFIDENTIAL BUSINESS INFORMATION BELONGING TO
OTHER PERSONS OR ORGANIZATIONS, INCLUDING BUT NOT LIMITED TO COMPETITORS OR
FORMER EMPLOYERS; AND (B) THAT CONSULTANT AND GALLIERS-PRATT SHOULD NOT, UNDER
ANY CIRCUMSTANCES, REVEAL TO THE COMPANY OR ANY AFFILIATED COMPANY OR MAKE USE
OF TRADE SECRETS OR CONFIDENTIAL BUSINESS INFORMATION BELONGING TO ANY OTHER
PERSON OR ORGANIZATION.
CONSULTANT AND GALLIERS-PRATT EACH REPRESENT AND
WARRANT THAT THEY HAVE NOT VIOLATED AND SHALL NOT VIOLATE SUCH INSTRUCTIONS.
(B)
ALL RIGHTS AND REMEDIES OF ANY PARTY UNDER THIS AGREEMENT ARE
CUMULATIVE AND IN ADDITION TO ALL OTHER RIGHTS AND REMEDIES WHICH MAY BE
AVAILABLE TO THAT PARTY FROM TIME TO TIME, WHETHER UNDER ANY OTHER AGREEMENT, AT
LAW, OR IN EQUITY.
(C)
THE TERMINATION OF THE ENGAGEMENT HEREUNDER (FOR ANY REASON) SHALL
NOT RELIEVE ANY PARTY OF ANY OF THAT PARTY'S OBLIGATIONS UNDER THIS AGREEMENT
EXISTING AT, ARISING AS A RESULT OF, OR RELATING TO ACTS OR OMISSIONS OCCURRING
PRIOR TO, SUCH TERMINATION.
WITHOUT LIMITING THE GENERALITY OF THE PRECEDING
SENTENCE, IN NO EVENT SHALL THE TERMINATION OF SUCH ENGAGEMENT MODIFY OR AFFECT
ANY OBLIGATIONS OF CONSULTANT AND GALLIERS-PRATT OR RIGHTS OF THE COMPANY UNDER
SECTIONS 6, 7 AND 8 OF THIS AGREEMENT, ALL OF WHICH SHALL SURVIVE THE
TERMINATION OF SUCH ENGAGEMENT.
(D)
ALL NOTICES AND OTHER COMMUNICATIONS UNDER THIS AGREEMENT TO ANY
PARTY SHALL BE IN WRITING AND SHALL BE DEEMED GIVEN WHEN DELIVERED PERSONALLY,
TELECOPIED (WHICH IS CONFIRMED) TO THAT PARTY AT THE TELECOPY