Common use of Covenants of XXXX Clause in Contracts

Covenants of XXXX. 10.1 Xxxx acknowledges that as a result of the services to be rendered to the Company hereunder, Xxxx will be brought into close contact with many confidential affairs of the Company, its subsidiaries and affiliates, not readily available to the public. Xxxx further acknowledges that the services to be performed under this Agreement are of a special, unique, unusual, extraordinary and intellectual character; that the business of the Company is international in scope; that its goods and services are marketed throughout the United States and various parts of the world and that the Company competes with other organizations that are or could be located in nearly any part of the United States and in various parts of the world. 10.2 In recognition of the foregoing, Xxxx covenants and agrees that, except as is necessary in providing services under this Agreement or to the extent necessary to comply with law or the valid order of a court or government agency of competent jurisdiction, Xxxx will not knowingly use for his own benefit nor knowingly divulge any Confidential Information and Trade Secrets of the Company, its subsidiaries and affiliated entities, which are not otherwise in the public domain and, so long as they remain Confidential Information and Trade Secrets not in the public domain, will not intentionally disclose them to anyone outside of the Company either during or after his employment. For the purposes of this Agreement, "Confidential Information and Trade Secrets" of the Company means information which is secret to the Company, its subsidiaries and affiliated entities. It may include, but is not limited to, information relating to the magazines, books, publications, products, services, television stations, integrated marketing, interactive media, electronic commerce, new and future concepts and business of the Company, its subsidiaries and affiliates, in the form of memoranda, reports, computer software and data banks, customer lists, employee lists, books, records, financial statements, manuals, papers, contracts and strategic plans. As a guide, Xxxx is to consider information originated, owned, controlled or possessed by the Company, its subsidiaries or affiliated entities which is not disclosed in printed publications stated to be available for distribution outside the Company, its subsidiaries and affiliated entities as being secret and confidential. In instances where doubt does or should reasonably be understood to exist in Xxxx'x mind as to whether information is secret and confidential to the Company, its subsidiaries and affiliated entities, Xxxx agrees to request an opinion, in writing, from the Board of Directors. 10.3 Anything to the contrary in this Section 10 notwithstanding, Xxxx shall disclose to the public and discuss such information as is customary or legally required to be disclosed by a Company whose stock is publicly traded, or that is otherwise legally required to disclose, or that is in the best interests of the Company to do so. 10.4 Xxxx will deliver promptly to the Company on the termination of his employment with the Company, or at any other time the Company may so request, all memoranda, notes, records, reports and other documents relating to the Company, its subsidiaries and affiliated entities, and all property owned by the Company, its subsidiaries and affiliated entities, which Xxxx obtained while employed by the Company, and which Xxxx may then possess or have under his control. 10.5 During and for a period of twenty-four (24) months after the termination of employment with the Company (except that the time period of such restrictions shall be extended by any period during which Xxxx is in violation of this Section 10.5), Xxxx will not knowingly interfere with, disrupt or attempt to disrupt, any then existing relationship, contractual or otherwise between the Company, its subsidiaries or affiliated entities, and any customer, client, supplier, or agent, or knowingly solicit, or assist any other entity in soliciting for employment, any person known to Xxxx to be an agent or executive employee of the Company, its subsidiaries, or affiliated entities, it being understood that the right to seek or enter into contractual arrangements with independent contractors, including, without limitation, consultants, professionals, authors, advertisers and the like, shall not be abridged by reason of this Section 10. In addition, in the event of a voluntary termination under Section 9.5, during and for a period of twenty-four (24) months after the termination of employment with the Company, Xxxx will not render services directly or indirectly as an employee, officer, director, consultant, independent contractor or in any other capacity to any person or entity that is a competitor of the Company. 10.6 Xxxx will promptly disclose to the Company all inventions, processes, original works of authorship, trademarks, patents, improvements and discoveries related to the business of the Company, its subsidiaries and affiliated entities (collectively "Developments"), conceived or developed during Xxxx'x employment with the Company and based upon information to which he had access during the term of employment, whether or not conceived during regular working hours, through the use of the Company time, material or facilities or otherwise. All such Developments shall be the sole and exclusive property of the Company, and upon request Xxxx shall deliver to the Company all outlines, descriptions and other data and records relating to such Developments, and shall execute any documents deemed necessary by the Company to protect the Company's rights hereunder. Xxxx agrees upon request to assist the Company to obtain United States or foreign letters patent and copyright registrations covering inventions and original works of authorship belonging to the Company hereunder. If the Company is unable because of Xxxx'x mental or physical incapacity to secure Xxxx'x signature to apply for or to pursue any application for any United States or foreign letters patent or copyright registrations covering inventions and original works of authorship belonging to the Company hereunder, then Xxxx hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney in fact, to act for and in his behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by him. Xxxx hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that he may hereafter have for infringement of any patents or copyright resulting from any such application for letters patent or copyright registrations belonging to the Company hereunder. 10.7 Xxxx agrees that the remedy at law for any breach or threatened breach of any covenant contained in this Section 10 may be inadequate and that the Company, in addition to such other remedies as may be available to it, in law or in equity, shall be entitled to injunctive relief without bond or other security. 10.8 Although the restrictions contained in Sections 10.1, 10.2, 10.4 and 10.5 above are considered by the parties hereto to be fair and reasonable in the circumstances, it is recognized that restrictions of such nature may fail for technical reasons, and accordingly it is hereby agreed that if any of such restrictions shall be adjudged to be void or unenforceable for whatever reason, but would be valid if part of the wording thereof were deleted, or the period thereof reduced or the area dealt with thereby reduced in scope, the restrictions contained in Section 10.1, 10.2, 10.4 and 10.5 shall be enforced to the maximum extent permitted by law, and the parties consent and agree that such scope or wording may be accordingly judicially modified in any proceeding brought to enforce such restrictions. 10.9 Notwithstanding that Xxxx'x employment hereunder may expire or be terminated as provided in Sections 2 or 9 above, this Agreement shall continue in full force and effect insofar as is necessary to enforce the covenants and agreements of Xxxx contained in this Section 10. In addition, the Company obligations under Sections 9, 11 and 19 shall continue in full force and effect with respect to Xxxx or his estate.

Covenants of XXXX. 10.1 (a) Xxxx acknowledges that as a result of the services to be rendered to his employment by the Company hereunder, Xxxx has brought him and will be brought throughout the Term of this Agreement continue to bring him into close contact with many confidential affairs of the Company, its subsidiaries including information about costs, profits, markets, sales, key personnel, pricing policies, operational methods and affiliatesother business affairs, methods and information, including plans for future developments, not readily available or generally known to the public. Xxxx further acknowledges that the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary and intellectual character; that the business of the Company is international in scope; that its goods and services are marketed throughout the United States and various parts of the world , and that the Company currently competes or intends to compete with other organizations that are or could be located in nearly any part all of the states of the United States and in various parts of the world. 10.2 States. In recognition of the foregoing, Xxxx covenants and agrees that, except as is necessary in providing services under : (i) he will not during the Term of this Agreement or to following the extent necessary to comply with law expiration of this Agreement or the valid order termination of a court this Agreement for any reason (the date of such expiration or government agency of competent jurisdictiontermination being hereinafter referred to as the "Termination Date") divulge, Xxxx will not knowingly disclose, publish or use (other than for his own the benefit nor knowingly divulge any Confidential Information and Trade Secrets of the Company, its subsidiaries ) any matter relating to the Company which is not publicly available and affiliated entities, which are not otherwise in the public domain and, so long as they remain Confidential Information generally known and Trade Secrets not in the public domain, will not intentionally disclose them such matter to anyone outside (other than to executives or employees of the Company either during or after his employment. For the purposes who are required to have knowledge of this Agreementsuch matter), "Confidential Information and Trade Secrets" of except that Xxxx may make such disclosure as may be required by law, provided the Company means information which is secret notified by Xxxx in writing of such requirement not less than ten (10) business days prior to the Company, its subsidiaries date such disclosure is so required and affiliated entities. It may include, but is not limited to, information relating to the magazines, books, publications, products, services, television stations, integrated marketing, interactive media, electronic commerce, new and future concepts and business of the Company, its subsidiaries and affiliates, in the form of memoranda, reports, computer software and data banks, customer lists, employee lists, books, records, financial statements, manuals, papers, contracts and strategic plans. As a guide, Xxxx is to consider information originated, owned, controlled or possessed by the Company, its subsidiaries or affiliated entities which is not disclosed in printed publications stated to be available for distribution outside the Company, its subsidiaries and affiliated entities as being secret and confidential. In instances where doubt does or should reasonably be understood to exist in Xxxx'x mind as to whether information is secret and confidential to the Company, its subsidiaries and affiliated entities, Xxxx agrees to request an opinion, in writing, from the Board of Directors. 10.3 Anything to the contrary in this Section 10 notwithstanding, Xxxx shall disclose to the public and discuss such information as is customary or legally required to be disclosed by a Company whose stock is publicly traded, or that is otherwise legally required to disclose, or that is in the best interests of the Company has not obtained an order or ruling to do so.prevent such disclosure; 10.4 Xxxx (ii) he will deliver promptly to the Company on at the termination end of his employment with the CompanyTerm of this Agreement, or at any other time the Company may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to the Company, its subsidiaries and affiliated entities, and all property owned by business of the Company, its subsidiaries and affiliated entities, Company which Xxxx he obtained while employed by or otherwise serving or acting on behalf of, the Company, as a consultant or otherwise, and which Xxxx he may then possess or have under his control.; 10.5 During (iii) during the Term of this Agreement and any additional period during which Xxxx may be employed or retained by the Company as a consultant or otherwise (whether or not such employment or retention shall be pursuant to a written agreement), he will not, unless the Board shall otherwise consent in writing, alone or together with any other person, firm, partnership, corporation or other entity whatsoever (except a subsidiary or affiliate of the Company), directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, employee, representative, public relations or advertising representative, management consultant or otherwise, engage in, or have any material financial or monetary interest in, or have any financial or monetary association with, any other person, corporation, firm, partnership or other entity engaged in, the composite materials or seafood business or any other business which is competitive with any business conducted or contemplated by the Company; and (iv) for a period of twenty-four (24) months after following the termination of employment with the Company Termination Date, he will not: (except that the time period of such restrictions shall be extended by any period during which Xxxx is in violation of this Section 10.5)A) solicit, Xxxx will not knowingly interfere with, disrupt or attempt to disrupt, any then existing relationship, contractual or otherwise between the Company, its subsidiaries or affiliated entities, and any customer, client, supplier, or agent, or knowingly solicit, or assist any other entity in soliciting for employment, any person known to Xxxx to be an agent or executive employee of the Company, its subsidiaries, or affiliated entities, it being understood that the right to seek or enter into contractual arrangements with independent contractors, including, without limitation, consultants, professionals, authors, advertisers and the like, shall not be abridged by reason of this Section 10. In addition, in the event of a voluntary termination under Section 9.5, during and for a period of twenty-four (24) months after the termination of employment with the Company, Xxxx will not render services directly or indirectly as an employee, officer, director, consultant, independent contractor or in any other capacity to any person or entity that who or which is a competitor customer of the Company (as of the Termination Date or at any time prior thereto) as a customer for any person or entity engaged in the composite materials or seafood business, or any other business which is competitive with any business conducted or contemplated by the Company; or (B) otherwise disrupt or interfere with, or attempt to disrupt or interfere with, the Company's relations with any actual or potential customer or supplier or any other relationship of the Company. 10.6 (b) Xxxx will promptly disclose to recognizes that the Company all inventions, processes, original works territorial and time limitations in this paragraph 9 are reasonable and properly required for the adequate protection of authorship, trademarks, patents, improvements and discoveries related to the business of the Company, its subsidiaries and affiliated entities (collectively "Developments")that in the event that any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, conceived Xxxx agrees to a reduction of said such territorial or developed during Xxxx'x employment with time limitation, as the Company and based upon information case may be, to which he had access during such area or period as such court deems reasonable. In the term event that Xxxx shall be in violation of employment, whether or not conceived during regular working hours, through the use any of the Company timecovenants contained in this paragraph 9, material or facilities or otherwise. All such Developments the time limitation thereof shall be the sole and exclusive property extended for a period of the Company, and upon request Xxxx shall deliver time equal to the Company all outlines, descriptions and other data and records relating to period of time during which such Developments, and shall execute any documents deemed necessary by the Company to protect the Company's rights hereunder. Xxxx agrees upon request to assist the Company to obtain United States breach or foreign letters patent and copyright registrations covering inventions and original works of authorship belonging to the Company hereunder. If the Company is unable because of Xxxx'x mental or physical incapacity to secure Xxxx'x signature to apply for or to pursue any application for any United States or foreign letters patent or copyright registrations covering inventions and original works of authorship belonging to the Company hereunder, then Xxxx hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney in fact, to act for and in his behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by him. Xxxx hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that he may hereafter have for infringement of any patents or copyright resulting from any such application for letters patent or copyright registrations belonging to the Company hereunderbreaches should exist. 10.7 (c) Xxxx further agrees that the remedy at law for any breach or threatened breach of any covenant of the covenants contained in this Section 10 may paragraph 9 will be inadequate and that the Company, in addition to such other remedies as may be available to it, in at law or in equity, shall be entitled to injunctive relief without bond or other security. 10.8 Although . This paragraph 9 constitutes independent and severable covenants and, if any or all of the restrictions contained in Sections 10.1, 10.2, 10.4 and 10.5 above provisions of this paragraph 9 is or are considered by the parties hereto held to be fair and reasonable in the circumstances, it is recognized that restrictions of such nature may fail for technical reasons, and accordingly it is hereby agreed that if any of such restrictions shall be adjudged to be void invalid or unenforceable for whatever any reason, but would be valid if part such invalidity or unenforceability shall not in any way invalidate or affect the remainder of the wording thereof were deleted, this paragraph 9 or the period thereof reduced or remainder of this Agreement, as the area dealt with thereby reduced in scopecase may be, the restrictions contained in Section 10.1, 10.2, 10.4 and 10.5 which shall be enforced to the maximum extent permitted by law, and the parties consent and agree that such scope or wording may be accordingly judicially modified in any proceeding brought to enforce such restrictions. 10.9 Notwithstanding that Xxxx'x employment hereunder may expire or be terminated as provided in Sections 2 or 9 above, this Agreement shall continue remain in full force and effect insofar as is necessary to enforce the covenants and agreements of Xxxx contained in this Section 10. In addition, the Company obligations under Sections 9, 11 and 19 shall continue in full force and effect with respect to Xxxx or his estateeffect.

Covenants of XXXX. 10.1 Xxxx Kerr acknowledges that as a result of the services to be rendered bx xxndered to the xxx Company hereunder, Xxxx Kerr will be brought into close contact with many confidential affairs of affaixx xf the Company, its subsidiaries and affiliates, not readily available to the public. Xxxx Kerr further acknowledges that the services to be performed under this Agreement thxx Xgreement are of a special, unique, unusual, extraordinary and intellectual character; that the business of the Company is international national in scope; that its goods and services are marketed throughout the United States and various parts of the world States; and that the Company competes with other organizations that are or could be located in nearly any part of the United States and in various parts of the worldStates. 10.2 In recognition of the foregoing, Xxxx Kerr covenants and agrees that, except as is necessary in providing services xxxxices under this Agreement or to the extent necessary to comply with law or the valid order of a court or government agency of competent jurisdiction, Xxxx Kerr will not knowingly use for his own benefit nor knowingly divulge any divulgx xxy Confidential Information and Trade Secrets of the Company, its subsidiaries and affiliated entities, which are not otherwise in the public domain and, so long as they remain Confidential Information and Trade Secrets not in the public domain, will not intentionally disclose them to anyone outside of the Company either during or after his employment. For the purposes of this Agreement, "Confidential Information and Trade Secrets" of the Company means information which is secret to the Company, its subsidiaries and affiliated entities. It may include, but is not limited to, information relating to the magazines, books, publications, products, services, television stations, integrated marketing, interactive media, electronic commercereal estate franchise operations, new and future concepts and business of the Company, its subsidiaries and affiliates, in the form of memoranda, reports, computer software and data banks, customer lists, employee lists, books, records, financial statements, manuals, papers, contracts and strategic plans. As a guide, Xxxx Kerr is to consider information originated, owned, controlled or possessed posxxxxed by the Company, its subsidiaries or affiliated entities which is not disclosed in printed publications stated to be available for distribution outside the Company, its subsidiaries and affiliated entities as being secret and confidential. In instances where doubt does or should reasonably be understood to exist in Xxxx'x Kerr's mind as to whether information is secret and confidential to the Companyxxx Xxmpany, its subsidiaries and affiliated entities, Xxxx Kerr agrees to request an opinion, in writing, from the Board of DirectorsCompany. 10.3 10.0 Anything to the contrary in this Section 10 notwithstanding, Xxxx Kerr shall disclose to the public and discuss such information as is customary xxxtomary or legally required to be disclosed by a Company whose stock is publicly traded, or that is otherwise legally required to disclose, or that is in the best interests of the Company to do so. 10.4 Xxxx Kerr will deliver promptly to the Company on the termination of his employment xxxxoyment with the Company, or at any other time the Company may so request, all memoranda, notes, records, reports and other documents relating to the Company, its subsidiaries and affiliated entities, and all property owned by the Company, its subsidiaries and affiliated entities, which Xxxx Kerr obtained while employed by the Company, and which Xxxx Kerr may then possess xxxsess or have under his control. 10.5 During and for a fxx x period of twenty-four one (241) months year after the termination of employment with the Company (except that the time period of such restrictions shall be extended by any period during which Xxxx Kerr is in violation of this Section 10.5), Xxxx Kerr will not knowingly not: (a) knowxxxxy interfere with, disrupt or attempt to disruptxxxxupt, any then existing relationship, contractual or otherwise between the Company, its subsidiaries or affiliated entities, and any customer, client, supplier, or agent, or knowingly solicit, or assist any other entity in soliciting for employment, any person known to Xxxx to be an agent or executive employee of the Company, its subsidiaries, or affiliated entities, it being understood that the right to seek or enter into contractual arrangements with independent contractors, including, without limitation, consultants, professionals, authors, advertisers and the like, shall not be abridged by reason of this Section 10. In addition; or (b) knowingly solicit, in the event of a voluntary termination under Section 9.5, during and for a period of twenty-four (24) months after the termination of employment with the Company, Xxxx will not render services directly or indirectly as an employee, officer, director, consultant, independent contractor or in assist any other capacity to entity in soliciting for employment, any person known to Kerr to be an agent or entity that is a competitor of the Company. 10.6 Xxxx will promptly disclose to the Company all inventions, processes, original works of authorship, trademarks, patents, improvements and discoveries related to the business executive employee of the Company, its subsidiaries and subsidxxxxes or affiliated entities (collectively "Developments"), conceived or developed during Xxxx'x employment with the Company and based upon information to which he had access during the term of employment, whether or not conceived during regular working hours, through the use of the Company time, material or facilities or otherwise. All such Developments shall be the sole and exclusive property of the Company, and upon request Xxxx shall deliver to the Company all outlines, descriptions and other data and records relating to such Developments, and shall execute any documents deemed necessary by the Company to protect the Company's rights hereunder. Xxxx agrees upon request to assist the Company to obtain United States or foreign letters patent and copyright registrations covering inventions and original works of authorship belonging to the Company hereunder. If the Company is unable because of Xxxx'x mental or physical incapacity to secure Xxxx'x signature to apply for or to pursue any application for any United States or foreign letters patent or copyright registrations covering inventions and original works of authorship belonging to the Company hereunder, then Xxxx hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney in fact, to act for and in his behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by him. Xxxx hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that he may hereafter have for infringement of any patents or copyright resulting from any such application for letters patent or copyright registrations belonging to the Company hereunderentities. 10.7 Xxxx Kerr agrees that the remedy at law for any breach or threatened breach of breaxx xf any covenant contained in this Section 10 may be inadequate and that the Company, in addition to such other remedies as may be available to it, in law or in equity, shall be entitled to injunctive relief without bond or other security. 10.8 Although the restrictions contained in Sections Section 10.1, 10.2, 10.4 and 10.5 above are considered by the parties hereto to be fair and reasonable in the circumstances, it is recognized that restrictions of such nature may fail for technical reasons, and accordingly it is hereby agreed that if any of such restrictions shall be adjudged to be void or unenforceable for whatever reason, but would be valid if part of the wording thereof were deleted, or the period thereof reduced or the area dealt with thereby reduced in scope, the restrictions contained in Section 10.1, 10.2, 10.4 and 10.5 shall be enforced to the maximum extent extend permitted by law, and the parties consent and agree that such scope or wording may be accordingly judicially modified in any proceeding brought to enforce such restrictions. 10.9 Notwithstanding that Xxxx'x Kerr's employment hereunder may expire or be terminated as provided in Sections xx Xxxtions 2 or 9 above, this Agreement shall continue in full force and effect insofar as is necessary to enforce the covenants and agreements of Xxxx Kerr contained in this Section 10. In addition, the Company obligations under Sections 9, 11 and 19 shall continue in full force and effect with respect to Xxxx or his estate.

Covenants of XXXX. 10.1 Xxxx acknowledges that as a result of the services to be rendered to the Company hereunder, Xxxx will be brought into close contact with many confidential affairs of the Company, its subsidiaries and affiliates, not readily available to the public. Xxxx further acknowledges that the services to be performed under this Agreement are of a special, unique, unusual, extraordinary and intellectual character; that the business of the Company is international national in scope; that its goods and services are marketed throughout the United States and various parts of the world States; and that the Company competes with other organizations that are or could be located in nearly any part of the United States and in various parts of the world. 10.2 States. In recognition of the foregoing, Xxxx covenants and agrees that, except as is necessary in providing services under this Agreement or to the extent necessary to comply with law or the valid order of a court or government agency of competent jurisdiction, Xxxx will not knowingly use for his own benefit nor knowingly divulge any Confidential Information and Trade Secrets of the Company, its subsidiaries and affiliated entities, which are not otherwise in the public domain and, so long as they remain Confidential Information and Trade Secrets not in the public domain, will not intentionally disclose them to anyone outside of the Company either during or after his employment. For the purposes of this Agreement, "Confidential Information and Trade Secrets" of the Company means information which is secret to the Company, its subsidiaries and affiliated entities. It may include, but is not limited to, information relating to the magazines, books, publications, products, services, television stations, integrated marketing, interactive media, electronic commercereal estate franchise operations, new and future concepts and business of the Company, its subsidiaries and affiliates, in the form of memoranda, reports, computer software and data banks, customer lists, employee lists, books, records, financial statements, manuals, papers, contracts and strategic plans. As a guide, Xxxx is to consider information originated, owned, controlled or possessed by the Company, its subsidiaries or affiliated entities which is not disclosed in printed publications stated to be available for distribution outside the Company, its subsidiaries and affiliated entities as being secret and confidential. In instances where doubt does or should reasonably be understood to exist in Xxxx'x mind as to whether information is secret and confidential to the Company, its subsidiaries and affiliated entities, Xxxx agrees to request an opinion, in writing, from the Board of Directors. 10.3 Company. Anything to the contrary in this Section 10 notwithstanding, Xxxx shall disclose to the public and discuss such information as is customary or legally required to be disclosed by a Company whose stock is publicly traded, or that is otherwise legally required to disclose, or that is in the best interests of the Company to do so. 10.4 . Xxxx will deliver promptly to the Company on the termination of his employment with the Company, or at any other time the Company may so request, all memoranda, notes, records, reports and other documents relating to the Company, its subsidiaries and affiliated entities, and all property owned by the Company, its subsidiaries and affiliated entities, which Xxxx obtained while employed by the Company, and which Xxxx may then possess or have under his control. 10.5 . During and for a period of twenty-four one (241) months year after the termination of employment with the Company (except that the time period of such restrictions shall be extended by any period during which Xxxx is in violation of this Section 10.5), Xxxx will not not: (a) knowingly interfere with, disrupt or attempt to disrupt, any then existing relationship, contractual or otherwise between the Company, its subsidiaries or affiliated entities, and any customer, client, supplier, or agent, or knowingly solicit, or assist any other entity in soliciting for employment, any person known to Xxxx to be an agent or executive employee of the Company, its subsidiaries, or affiliated entities, it being understood that the right to seek or enter into contractual arrangements with independent contractors, including, without limitation, consultants, professionals, authors, advertisers and the like, shall not be abridged by reason of this Section 10. In addition; or (b) knowingly solicit, or assist any other entity in the event soliciting for employment, any person known to Xxxx to be an agent or executive employee of a voluntary termination under Section 9.5, during and for a period of twenty-four (24) months after the termination of employment with the Company, Xxxx will not render services directly its subsidiaries or indirectly as an employee, officer, director, consultant, independent contractor or in any other capacity to any person or entity that is a competitor of the Company. 10.6 affiliated entities. Xxxx will promptly disclose to the Company all inventions, processes, original works of authorship, trademarks, patents, improvements and discoveries related to the business of the Company, its subsidiaries and affiliated entities (collectively "Developments"), conceived or developed during Xxxx'x employment with the Company and based upon information to which he had access during the term of employment, whether or not conceived during regular working hours, through the use of the Company time, material or facilities or otherwise. All such Developments shall be the sole and exclusive property of the Company, and upon request Xxxx shall deliver to the Company all outlines, descriptions and other data and records relating to such Developments, and shall execute any documents deemed necessary by the Company to protect the Company's rights hereunder. Xxxx agrees upon request to assist the Company to obtain United States or foreign letters patent and copyright registrations covering inventions and original works of authorship belonging to the Company hereunder. If the Company is unable because of Xxxx'x mental or physical incapacity to secure Xxxx'x signature to apply for or to pursue any application for any United States or foreign letters patent or copyright registrations covering inventions and original works of authorship belonging to the Company hereunder, then Xxxx hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney in fact, to act for and in his behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by him. Xxxx hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that he may hereafter have for infringement of any patents or copyright resulting from any such application for letters patent or copyright registrations belonging to the Company hereunder. 10.7 . Xxxx agrees that the remedy at law for any breach or threatened breach of any covenant contained in this Section 10 may be inadequate and that the Company, in addition to such other remedies as may be available to it, in law or in equity, shall be entitled to injunctive relief without bond or other security. 10.8 . Although the restrictions contained in Sections 10.1, 10.2, 10.4 and 10.5 above are considered by the parties hereto to be fair and reasonable in the circumstances, it is recognized that restrictions of such nature may fail for technical reasons, and accordingly it is hereby agreed that if any of such restrictions shall be adjudged to be void or unenforceable for whatever reason, but would be valid if part of the wording thereof were deleted, or the period thereof reduced or the area dealt with thereby reduced in scope, the restrictions contained in Section 10.1, 10.2, 10.4 and 10.5 shall be enforced to the maximum extent extend permitted by law, and the parties consent and agree that such scope or wording may be accordingly judicially modified in any proceeding brought to enforce such restrictions. 10.9 . Notwithstanding that Xxxx'x employment hereunder may expire or be terminated as provided in Sections 2 or 9 above, this Agreement shall continue in full force and effect insofar as is necessary to enforce the covenants and agreements of Xxxx contained in this Section 10. In addition, the Company obligations under Sections 9, 11 and 19 Section 9 shall continue in full force and effect with respect to Xxxx or his estate.