9.
NOTICE OF UNAUTHORIZED DISCLOSURE
The Consultant shall promptly advise the Company in writing if it learns of any unauthorized use or
disclosure of Proprietary Information by any current or former Consultant Personnel or any other third
party.
10.
ASSIGNMENT OF RIGHTS
a.
The Consultant shall have no proprietary interest in the Product or the work product developed
by the Consultant during the course of its engagement with the Company, and the Consultant
agrees that the Product and such work product is work made for hire and that the Company
shall have all proprietary rights in the Product and such work product, including all patent,
copyright and trade secret rights inherent therein and appurtenant thereto. The Consultant
hereby assigns and agrees to assign to the Company and its successors, assigns or nominees all
right, title and interest of the Consultant in the Product and any developments, designs,
inventions, improvements, trade secrets, trademarks, algorithms, computer routines, programs,
copyrightable subject matter or proprietary information which the Consultant has made or
conceived, or may make or conceive, either solely or jointly with others while providing the
Services to the Company or with the use of the time, materials or facilities of the Company or
relating to any of the Company's actual or anticipated business, research, development,
product, service or activity, or suggested by or resulting from any task assigned to the
Consultant or work performed by the Consultant for or on behalf of the Company.
b.
The parties further agree that the Consultant will, at its sole cost and expense, execute and
deliver all such further papers as may be necessary, including original applications and
applications for renewal, extensions or reissues or patents, trademark registrations or copyright
registrations, in any and all countries, to vest title thereto in the Company and its successors,
assigns or nominees.
11.
NON-COMPETITION
In recognition of the considerations described in Paragraph 5 and the fact that the Services are of a
special, unique, unusual, extraordinary and intellectual character and that the Consultant's position with
the Company and its expertise are such that it would be capable of competing with the Company, the
Consultant covenants and agrees that it shall not market or participate in the marketing of any
Proprietary Information and shall not consult or provide any services or products to any person or
organization in connection with a product performing functions substantially similar to those performed
by the Product, in each case for a period of [NUMBER] years after the end of the Term or the earlier
termination of the Consultant's engagement with the Company.
12.
SPECIFIC REMEDIES
If the Consultant commits a breach of any of the provisions of Paragraphs 5, 6 or 11, the Company shall
have (1) the right and remedy to have such provisions specifically enforced by any court having equity
jurisdiction, it being acknowledged and agreed that any such breach will cause irreparable injury to the
Company and that money damages will not provide an adequate remedy and (ii) the right and remedy
to require the Consultant to account for and pay over to the Company all compensation, profits, monies,
©
C
o
p
y
r
i
g
h
t
B
i
z
T
r
e
e
.
2
0
0
6
.