Common use of Business Opportunities and Intellectual Property; Non-Compete; Non-Solicitation Clause in Contracts

Business Opportunities and Intellectual Property; Non-Compete; Non-Solicitation. Employee acknowledges that in the course of his employment hereunder and under his predecessor agreement with BEE and performance of services on behalf of the Company he will have access to confidential and proprietary business opportunities, economic and trade secrets and relationships of the Company. Therefore, in consideration of this Agreement, Employee hereby agrees as provided below in this Section 6. (a) Employee hereby assigns and agrees to assign to the Company and its successors, assigns or designees, all of Employee’s right, title and interest in and to all Business Opportunities and Intellectual Property (as defined below), and further acknowledges and agrees that all Business Opportunities and Intellectual Property constitute the exclusive property of the Company. For purposes hereof “Business Opportunities” will mean all business ideas, prospects, proposals, products or other opportunities pertaining to solicitation, service and retention of clients of the Company that are developed by Employee during the Employment Term, or originated by any third party and brought to the attention of Employee during the Employment Term, together with information relating thereto. For purposes hereof “Intellectual Property” will mean all ideas, inventions, discoveries, processes, designs, methods, substances, articles, computer programs and improvements (including, without limitation, enhancements to, or further interpretation or processing of, information that was in the possession of Employee prior to the date of this Agreement), whether or not patentable or copyrightable, which do not fall within the definition of Business Opportunities, which the Employee discovers, conceives, invents, creates or develops, alone or with others, during the Employment Term, if such discovery, conception, invention, creation or development (A) occurs in the course of the Employee’s employment with the Company, or (B) occurs with the use of any of the Company’ time, materials or facilities, or (C) in the opinion of the Board, relates or pertains in any material way to the Company’ purposes, activities or affairs.

Business Opportunities and Intellectual Property; Non-Compete; Non-Solicitation. Employee acknowledges that in the course of his employment hereunder and under his predecessor agreement with BEE and performance of services on behalf of the Company he will have access to confidential and proprietary business opportunities, economic and trade secrets and relationships of the Company. Therefore, in consideration of this Agreement, Employee hereby agrees as provided below in this Section 6. (a) Employee hereby assigns and agrees to assign to the Company and its successors, assigns or designees, all of Employee’s right, title and interest in and to all Business Opportunities and Intellectual Property (as defined below), and further acknowledges and agrees that all Business Opportunities and Intellectual Property constitute the exclusive property of the Company. For purposes hereof “Business Opportunities” will mean all business ideas, prospects, proposals, products or other opportunities pertaining to solicitation, service and retention of clients of the Company that are developed by Employee during the Employment Term, or originated by any third party and brought to the attention of Employee during the Employment Term, together with information relating thereto. For purposes hereof “Intellectual Property” will mean all ideas, inventions, discoveries, processes, designs, methods, substances, articles, computer programs and improvements (including, without limitation, enhancements to, or further interpretation or processing of, information that was in the possession of Employee prior to the date of this Agreement), whether or not patentable or copyrightable, which do not fall within the definition of Business Opportunities, which the Employee discovers, conceives, invents, creates or develops, alone or with others, during the Employment Term, if such discovery, conception, invention, creation or development (A) occurs in the course of the Employee’s employment with the Company, or (B) occurs with the use of any of the Company’ time, materials or facilities, or (C) in the opinion of the Board, relates or pertains in any material way to the Company’ purposes, activities or affairs.

Business Opportunities and Intellectual Property; Non-Compete; Non-Solicitation. Employee acknowledges that in the course of his employment hereunder and under his predecessor agreement with BEE and performance of services on behalf of the Company he will have access to confidential and proprietary business opportunities, economic and trade secrets and relationships of the Company. Therefore, in consideration of this Agreement, Employee hereby agrees as provided below in this Section 6. (a) Employee hereby assigns and agrees to assign to the Company and its successors, assigns or designees, all of Employee’s right, title and interest in and to all Business Opportunities and Intellectual Property (as defined below), and further acknowledges and agrees that all Business Opportunities and Intellectual Property constitute the exclusive property of the Company. For purposes hereof “Business Opportunities” will mean all business ideas, prospects, proposals, products or other opportunities pertaining to solicitation, service and retention of clients of the Company that are developed by Employee during the Employment Term, or originated by any third party and brought to the attention of Employee during the Employment Term, together with information relating thereto. For purposes hereof “Intellectual Property” will mean all ideas, inventions, discoveries, processes, designs, methods, substances, articles, computer programs and improvements (including, without limitation, enhancements to, or further interpretation or processing of, information that was in the possession of Employee prior to the date of this Agreement), whether or not patentable or copyrightable, which do not fall within the definition of Business Opportunities, which the Employee discovers, conceives, invents, creates or develops, alone or with others, during the Employment Term, if such discovery, conception, invention, creation or development (A) occurs in the course of the Employee’s employment with the Company, or (B) occurs with the use of any of the Company’ time, materials or facilities, or (C) in the opinion of the Board, relates or pertains in any material way to the Company’ purposes, activities or affairs.