and shall not acquire, whether by operation of law, or otherwise, any right,
title, or interest in or to any ShieldZone Trademarks. Any use by Distributor of
the ShieldZone Trademarks and any goodwill or benefit arising therefrom shall
inure to the sole and exclusive benefit of ShieldZone. Distributor shall have no
right to assign or sublicense the use of any ShieldZone Trademark. In the event
any ownership rights relating to any ShieldZone Trademark become vested in
Distributor, Distributor hereby assigns and agrees to assign any such rights to
ShieldZone and shall execute all documents and perform all actions reasonably
necessary to effectuate and record such ownership and assignment(s) free of
additional consideration. In the event that Distributor uses any Trademark other
than a ShieldZone Trademark ("Other Trademarks") in conjunction with a
ShieldZone Trademark or on or in connection with a ShieldZone Product, without
ShieldZone' written consent, such Other Trademark shall be the sole and
exclusive property of ShieldZone, unless Distributor ceases such unauthorized
use within 10 days following written Notice from ShieldZone.
4.9
Ownership of Works. All works that are copyrighted, copyrightable or
otherwise subject to intellectual property protection ("Works"), including,
without limitation, translations, promotional, advertising, marketing, packaging
and sales materials, used by Distributor on or in connection with the ShieldZone
Products, shall be deemed a "work made for hire" and shall be owned exclusively
by ShieldZone pursuant to this written instrument. To the extent that any such
Works are not a "work made for hire" under applicable law, Distributor hereby
assigns and agrees to assign to ShieldZone, all right, title, and interest in
all intellectual property, such as copyright protection, relating to such Works.
Distributor shall execute all documents and perform all actions reasonably
necessary to effectuate and record such ownership and assignment(s) free of
additional consideration.
4.10
Confidential Information. Distributor shall maintain the
confidentiality of all information that is received from ShieldZone, including,
without limitation, information relating to new products, trade secrets,
business plans and relationships, strategic marketing plans, financial matters,
manufacturing methods, sources of supply, customers, and other information that
is proprietary to ShieldZone (collectively known as "Confidential Information").
Distributor shall not use Confidential Information in any way detrimental to
ShieldZone and shall not directly or indirectly disclose Confidential
Information outside of Distributor. Distributor hereby assigns to ShieldZone,
all rights, title, and interest, in and to all work product conceived, produced,
or otherwise generated by Distributor in connection with Distributor's receipt
of Confidential Information, including, but not limited to any ideas,
inventions, copyrights, discoveries and/or improvements generated by
Distributor. Distributor shall execute all documents and perform all actions
reasonably necessary to effectuate and record such ownership and assignment(s)
free of additional consideration. Distributor shall maintain as confidential:
(i) this Agreement; and (ii) all information relating to the terms of this
Agreement. Information received from ShieldZone shall cease to be Confidential
Information when it is: (i) in the public
4
domain; or (ii) is received by Distributor from a source other than ShieldZone,
as shown by Distributor's