property of GIP. For purposes of this Agreement, Work Product includes, but is not limited to, GIP information, including plans, publications, research, strategies, techniques, agreements, documents, contracts, terms of agreements, negotiations,know-how, computer programs, software design, web design, work in process, databases, manuals, results, developments, reports, graphics, drawings, sketches, market studies, formulae, notes, communications, algorithms, product plans, product designs, styles, models, audiovisual programs, inventions, original works of authorship, discoveries, specifications, customer information, client information, customer lists, client lists, marketing information, advertising information, and sales information.
(b) Work Made for Hire; Assignment. Employee acknowledges that, by reason of being employed by GIP at the relevant times, to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter is “work made for hire” as defined in 17 U.S.C. § 101 and such copyrights are therefore owned by GIP. To the extent that the foregoing does not apply, Employee hereby irrevocably assigns to GIP, for no additional consideration, Employee’s entire right, title and interest in and to all Work Product and Intellectual Property Rights therein, including the right to sue, counterclaim and recover for all past, present and future infringement, misappropriation or dilution thereof, and all rights corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit GIP’s rights, title or interest in any Work Product or Intellectual Property Rights so as to be less in any respect than that GIP would have had in the absence of this Agreement.
(c) Further Assurances; Power of Attorney. During and after Employee’s employment, Employee agrees to reasonably cooperate with GIP to (a) apply for, obtain, perfect and transfer to GIP the Work Product as well as any Intellectual Property Right in the Work Product in any jurisdiction in the world; and (b) maintain, protect and enforce the same, including, without limitation, executing and delivering to GIP any and all applications, oaths, declarations, affidavits, waivers, assignments and other documents and instruments as shall be requested by GIP. Employee hereby irrevocably grants GIP power of attorney to execute and deliver any such documents on Employee’s behalf in Employee’s name and to do all other lawfully permitted acts to transfer the Work Product to GIP and further the transfer, issuance, prosecution and maintenance of all Intellectual Property Rights therein, to the full extent permitted by law, if Employee does not promptly cooperate with GIP’s request (without limiting the rights GIP shall have in such circumstances by operation of law). The power of attorney is coupled with an interest and shall not be affected by Employee’s subsequent incapacity.
(d) No License. Employee understands that this Agreement does not, and shall not be construed to, grant Employee any license or right of any nature with respect to any Work Product or Intellectual Property Rights or any Confidential Information, materials, software or other tools made available to Employee by GIP.
11. Remedies Upon Breach. Employee acknowledges that damages at law will be difficult, if not impossible, to accurately measure in the event that Employee violates the terms of the confidentiality,non-solicitation,non-acceptance and/or intellectual property covenants as set
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