| document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order. 2. (b) Need for Restrictions. Executive acknowledges and agrees that each of the restrictive covenants contained in this Section 6 is reasonable and necessary to protect the legitimate business interests of the Company, including, without limitation, the need to protect the Company’s trade secrets and Confidential Information and the need to protect its relationships with its customers, prospective customers, vendors and agents. 3. (c) Proprietary Rights. (i) Ownership. The Company shall own all right, title and interest in and to all documentation, manuals, materials, creative works, methods, techniques, compositions, ideas, recipes, creations, improvements, inventions, computer programs and data, system documentation, special hardware, product hardware, related software development, correspondence, letters, notes, notebooks, reports, flowcharts, proposals, know-how and other information, in any medium whatsoever (including, without limitation, any Confidential Information, trade secrets and all software, software code, processes, copyrights, patents, technologies and inventions (collectively, “Inventions”), including, without limitation, new contributions, improvements, ideas and discoveries, whether patentable or not, conceived, developed, invented or made by Executive during his employment by the Company (including his employment with the Company prior to the date hereof), provided that such Inventions grew out of Executive’s work with the Company, are related in any manner to the Business, as such term is defined in the Recitals, or are conceived or made on the Company’s time or with the use of the Company’s facilities or materials). Executive acknowledges and agrees that any of his work product created, produced, or conceived in connection with his association with the Company shall be deemed work for hire and shall be deemed owned exclusively by the Company. (ii) Executive’s Obligations. Executive shall (i) promptly disclose such Inventions to the Company; (ii) assign to the Company, without additional compensation, all patent and other rights to such Inventions for the United States and foreign countries; (iii) execute and deliver all documents required by the Company to document or perfect the Company’s proprietary rights in and to the Company’s work product; and (iv) give testimony in support of his inventorship. Executive shall deliver all Confidential Information, trade secrets and/or Inventions to the Company upon the Company’s request, and, in any event, immediately upon termination of Executive’s employment by the Company. (iii) Executive's Restrictions. Executive acknowledges that the Confidential Information, trade secrets and/or Inventions constitute valuable trade secrets of the Company. Executive shall not infringe or violate any trade secret or other proprietary right of the Company related to the Confidential Information, trade secrets and/or Inventions, and shall not own, apply for, or otherwise attempt to obtain, on behalf of Executive or others, any proprietary right in any Confidential Information, trade secrets and/or Inventions, which the Company owns or has a right to own, in which the Company has an interest and/or to which the Company has title. (d) Breach of Restrictive Covenants. In the event of a breach or threatened breach by Executive of any restrictive covenant set forth in Section 6, Executive agrees that such a breach or threatened breach would cause irreparable injury to the Company, and that, if the Company shall bring legal proceedings against Executive to enforce any restrictive covenant, the Company shall be entitled to seek all available civil remedies, at law or in equity, including, without limitation, an injunction without posting a bond, damages, attorneys’ fees, and costs. 5. (e) Successors and Assigns. The Company and its successors and assigns may enforce these restrictive covenants. 6. (f) Construction, Survival. To the extent that the covenants provided for in this Section 6 may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular DocuSign Envelope ID: DF28E932-560E-446A-9C4A-D37665CBD65D |