10. POST-EMPLOYMENT ASSIGNMENT
Employee will disclose to the Company any and all computer programs, inventions, improvements or discoveries actually made, or copyright registration or patent applications filed, within [NUMBER] months after [HIS/HER] employment with the Company ends. Employee hereby assigns to the Company [HIS/HER] entire right, title and interest in such programs, inventions, improvements and discoveries, whether made individually or jointly, which relate to the subject matter of [HIS/HER] employment with the Company during the [NUMBER] month period immediately preceding the termination of [HIS/HER] employment.
11. EXECUTION OF DOCUMENTS
Both while employed by the Company and afterwards, Employee agrees to execute and aid in the preparation of any papers that the Company may consider necessary or helpful to obtain or maintain any patents, copyrights, trademarks or other proprietary rights at no charge to the Company, but at its expense.
If the Company is unable to secure [HIS/HER] signature on any document necessary to obtain or maintain any patent, copyright, trademark or other proprietary rights, whether due to [HIS/HER] mental or physical capacity or any other cause, Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as [HIS/HER] agents and attorneys-in-fact to execute and file such documents and do all other lawfully permitted acts to further the prosecution, issuance and enforcement of patents, copyrights and other proprietary rights with the same force and effect as if executed by Employee.
12. PRIOR DEVELOPMENTS
As a matter of record, Employee has identified all prior developments relevant to the subject matter of [HIS/HER] employment by the Company ("Prior Developments") that have been conceived or reduced to practice or learned by Employee, alone or jointly with others, before [HIS/HER] employment with the Company, which Employee desires to remove from the operation of this Agreement. The Prior Developments consist of:
[LIST ALL PRIOR DEVELOPMENTS OR "None."]
Employee represents and warrants that this list is complete. If there is no such list, Employee represents that [HE/SHE] has made no such Prior Developments at the time of signing this Agreement.
13. CONFLICT OF INTEREST
During [HIS/HER] employment by the Company, Employee will not engage in any business activity competitive with the Company's business activities. Nor will Employee engage in any other activities that conflict with the Company's best interests.
14. POST-EMPLOYMENT NONCOMPETITION AGREEMENT
Employee understand that during [HIS/HER] employment by the Company Employee may becoEmployee familiar with confidential information of the Company. Therefore, it is possible that Employee could gravely harm the Company if Employee worked for a competitor. Accordingly, Employee agrees for [TIME PERIOD] following the end of [HIS/HER] employment with the Company not to compete, directly or indirectly, with the Company in any of its business if the duties of such competitive employment inherently require that Employee use or disclose any of the Company's confidential information. Competition includes the design, development, production, promotion or sale of products or services competitive with those of the Company. Employee agrees not to engage in, or contribute [HIS/HER] knowledge to, any work that is competitive with or functionally similar to a product, process, apparatus or service on which Employee worked while at the Company. The following post-employment noncompetition terms shall apply also:
A. Diversion of Company Business: For a period of [TIME PERIOD] months from the date [HIS/HER] employment ends, Employee will not divert or attempt to divert from the Company any business the Company enjoyed or solicited from its customers during the [NUMBER] months prior to the termination of [HIS/HER] employment.
B. Geographic Restrictions: Employee acknowledges and agrees that the products/services developed by the Company are, or are intended to be, distributed to customers nationally throughout [COUNTRY]. According, Employee agrees that these restrictions on [HIS/HER] post-employment competitive activity shall apply throughout the entire [COUNTRY].
A. Written Consent: Employee understand that Employee will be permitted to engage in the work or activity described in this Agreement if Employee provide the Company with clear and convincing written evidence, including assurances from [HIS/HER] new employer and me, that the contribution of [HIS/HER] knowledge to that work or activity will not cause Employee to disclose, base judgment upon or use any of the Company's confidential information. The Company will furnish Employee a written consent to that effect if Employee provide the required written evidence. Employee agree not to engage in such work or activity until Employee receive such written consent from the Company.
B. Inability to Secure Employment: If, solely as a result of this noncompetition agreement, Employee am unable to secure employment appropriate to [HIS/HER] abilities and training, despite [HIS/HER] diligent efforts to do so, the Company shall either: (1) release Employee from [HIS/HER] noncompetition obligations to the extent necessary to allow Employee to obtain such employment, or (2) pay Employee a periodic amount equal to [HIS/HER] monthly base pay at termination for the balance of the term of this noncompetition agreement.
If and while the Company elects to pay Employee the amounts described above, Employee promise to diligently pursue other employment opportunities consistent with [HIS/HER] general skills and interests. Employee understand that the Company's obligation to make or continue the payments specified above will end upon [HIS/HER] obtaining employment, and Employee will promptly give the Company written notice of such employment.
15. NONINTERFERENCE WITH COMPANY EMPLOYEES
While employed by the Company and for [TIME PERIOD] afterwards, Employee will not:
A. Induce, or attempt to induce, any Company employee to quit the Company's employ,
B. Recruit or hire away any Company employee, or
C. Hire or engage any Company employee or former employee whose employment with the Company ended less than one year before the date of such hiring or engagement.
Employee agree that in the event of a breach or threatened breach of this Agreement, money damages would be an inadequate remedy and extremely difficult to measure. Employee agree, therefore, that the Company shall be entitled to an injunction to restrain Employee from such breach or threatened breach. Nothing in this Agreement shall be construed as preventing the Company from pursuing any remedy at law or in equity for any breach or threatened breach.
The rights and obligations under this Agreement shall survive the termination of [HIS/HER] service to the Company in any capacity and shall inure to the benefit and shall be binding upon: (1) [HIS/HER] heirs and personal representatives, and (2) the successors and assigns of the Company.
18. GOVERNING LAW
This Agreement shall be construed and enforced in accordance with the laws of the State of [STATE/PROVINCE].