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6. | Right to Inventions.With respect to all Inventions made or conceived by the Employee, whether or not during the hours of Employee’s employment or with the use of Company facilities, materials or personnel, either solely or jointly with others, during the term of Employee’s employment by the Company and for a period of two (2) years after any termination of such employment, and without royalty or any other consideration. Employee shall: |
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| A. | Reports.The Employee shall inform the Company promptly and fully of such Inventions by a written report, setting forth in detail the structures, procedures, and methodology employed and the result achieved. A report shall also be submitted by the Employee upon completion of any study or research project undertaken on the Company’s behalf, whether or not in the Employee’s opinion a given study or project has resulted in an Invention. |
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| B. | Assignment.The Employee hereby assigns and agrees to assign to the Company all of Employee’s rights to such Inventions and to all proprietary right therein, based thereon or related thereto, including, but not limited to, applications for United States and foreign letters patent and resulting letters patent. |
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| C. | Patents.At the Company’s request and expense, the Employee shall execute such documents and provide such assistance as may be deemed necessary by the Company to apply for, defend or enforce any United States or foreign letters of patent based on or related to such Inventions. |
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7. | Waiver.The Employee waives any and all rights to claim that any Inventions not disclosed to the Company in writing within thirty days after signing this Agreement are not subject to the terms and conditions of this Agreement, as having been made, acquired, conceived or reduced to practice to him prior to his employment with Company. |
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8. | Disclosure of Confidential Information. |
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| a. | Confidentiality. Except as required in the performance of Employee’s duties during the term of Employee’s employment by the Company, the Employee shall treat as confidential and shall not, directly or indirectly, use, disseminate, disclose, publish, or otherwise make available any Confidential Information or any portion thereof. |
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| b. | Return of Confidential Information. Upon termination of Employee’s employment with the Company, Employee shall return to Company all documents, records, notebooks, and similar repositories containing Confidential Information or copies thereof. |
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9. | Non-Solicitation.For a period of one (1) year after the termination of this Agreement, except for termination without cause or Employer’s breach, the Employee shall not solicit anyone who was an employee or customer of the Company and\or Intecon when the Employee’s employment with the Company or Intecon terminated or solicit anyone then employed by the Company and \or Intecon or customer of the Company and\or Intecon to terminate or refrain from renewing his or her employment or ongoing business with the Company and\or Intecon. |
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10. | Certain Provisions to Survive Termination.Notwithstanding termination of this employment, except for termination without cause or Employer’s breach, under this Agreement, the Employee, in consideration of Employee’s employment hereunder to the date of such termination, shall remain bound by the provisions of Sections 6, 8,&9. It is acknowledged that the Company would be irrevocably damaged if the Employee were to violate the provisions of Sections 8 & 9 and consequently, in addition to all other remedies that may be available to it, the Company shall be entitled to injunctive relief for any actual or threatened violation of such Sections. |
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11. | Notices.Any notices required under this Agreement or otherwise concerning a legal matter shall be made to the addresses above and marked “Important Legal Notice” on the outer envelope. Any notice shall be sent by both first class mail and certified mail, return receipt requested. Any notices given under this Agreement shall be deemed received when delivered to the United States Postal Service. |
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12. | Waiver.Failure to insist upon a strict compliance with any of the terms or conditions of this Agreement shall not be deemed waiver of such terms or conditions, |
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13. | Severability.The invalidity or enforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. |
