2. Intellectual Property. For purposes of this Agreement, “Company Intellectual Property” or “Company IP” shall mean any and all creations, inventions, methods or processes, designs, works of authorship, information or materials, improvements, developments, or any other innovations or technology that Executive, at any time during his employment at the Company (whether alone or with any other person), discover, conceive, create, reduce to practice, produce, make, or develop: (a)(i) with the use of, or based on, any Confidential Information or any supplies, equipment, property, or systems, or at any facilities or on any property, of the Company, or (ii) that arises or results from Executive’s employment or work at or for the Company or relates to any of its business, operations, methods or processes, products (including software), services, or solutions (collectively, “Technology”), and (b) all intellectual property rights arising or resulting therefrom (“IPR”). Executive agrees and acknowledges that all Technology shall be considered a “work made for hire” as provided under the United States Copyright Act, 17 U.S.C. Section 101, et seq., and together with the IPR, is exclusively owned by and the sole and exclusive property of the Company. Executive hereby irrevocably assigns to the Company all Company IP. Executive shall immediately disclose all Technology to the Company in writing. Executive agrees to provide the Company with all assistance reasonably required to perfect and support the Company’s ownership and rights in, and to maintain, protect, and enforce, its rights, title and interests in and to the Company IP, including signing any related documentation. Executive agrees and acknowledges that, except as provided by law, no remuneration, compensation, any other right or obligation is or may become due to Executive in respect to his compliance with the terms of this Section.
3. Restrictive Covenants.
(a) Pursuant to Executive’s employment with the Company, Executive will have access to, and knowledge of, Confidential Information not known to, or readily ascertainable by, the public and the Company’s competitors and that gives the Company a competitive advantage. Executive acknowledges that, whether for his own benefit or the benefit of others, any unauthorized use, transfer, or disclosure of the Confidential Information can place the Company at a competitive disadvantage and cause damage, financial and otherwise, to its business. Executive further acknowledges that, because of his access to and knowledge of the Confidential Information, Executive will be in a position to compete unfairly with the Company following the termination of his employment.
(b) For the purpose of protecting the Company’s business interests, including the Confidential Information, goodwill and stable trained workforce of the Company, Executive agrees that, during his employment or service with the Company and for a three (3) year period following the termination date of Executive’s employment or service for any reason (the “Termination Date” and such period, the “Restricted Period”), Executive will not, without the prior written consent of the Company’s Board of Directors:
(i) Non-Recruit/Hire - Directly or indirectly (including by assisting third parties) recruit, hire or solicit, or attempt to recruit, hire or solicit any person who is on, or within six (6) months before, the date of such prohibited conduct an employee of the Company with whom Executive had contact to terminate such employee’s employment with the Company (each a “Covered Employee”), or otherwise interfere with the relationship between the Company and any Covered Employee; provided, however, that nothing in this Section shall preclude Executive or any other person or entity with whom Executive is associated from conducting any general solicitation or general advertisement of employment for employees in newspapers, trade publications, websites or other media, so long as such advertisements are not targeted specifically at Covered Employees, or engaging recruiters to conduct general employee search activities so long as such recruiters have been instructed not to, and do not, specifically solicit any Covered Employees.
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