Common use of Covenants of Xxxxx Clause in Contracts

Covenants of Xxxxx. 8.1 Xxxxx acknowledges that as a result of the services to be rendered to the Company hereunder, Xxxxx will be brought into close contact with many confidential affairs of the Company, its subsidiaries and affiliates, not readily available to the public. Xxxxx 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 regional in scope; that its goods and services are marketed throughout a nine-state region, and that the Company competes with other organizations that are or could be located in any of the states in which the Company does business. 8.2 In recognition of the foregoing, Xxxxx 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, Xxxxx 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, and 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 possible store locations or acquisitions, current or possible new products or services to be offered for sale in Company stores, operating methods or procedures used in the business of the Company, its subsidiaries and affiliates, and other matters or details not otherwise publicly disclosed in the Company’s filings with the U. S. Securities and Exchange Commission (“SEC”) whether in the form of memoranda, reports, computer software and data banks, customer lists, employee lists, books, records, financial statements, manuals, papers, contracts or strategic plans. As a guide, Xxxxx is to consider all information originated, owned, controlled or possessed by the Company, its subsidiaries or affiliated entities which is not disclosed in SEC filings of the Company as being secret and confidential. In instances where doubt does or should reasonably be understood to exist in Xxxxx’ mind as to whether information is secret and confidential to the Company, its subsidiaries and affiliated entities, Xxxxx agrees to request an opinion, in writing, from the Company. 8.3 Xxxxx 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 Xxxxx obtained while employed by the Company, and which Xxxxx may then possess or have under his control. 8.4 During his employment and for a period of ten year(s) after the voluntary or involuntary termination of Xxxxx’ employment with the Company (except that the time period of such restrictions shall be extended by any period during which Xxxxx is in violation of this Section 8.4) (“Restricted Period”), Xxxxx 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 Xxxxx to be an agent or executive employee of the Company, its subsidiaries, or affiliated entities. Furthermore, Xxxxx agrees, that in order to protect the necessary business interests of the Company, during the Restricted Period he 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. Notwithstanding anything in this Agreement to the contrary, the Company shall be entitled to terminate the payments being made to (or for the benefit of) Xxxxx under Sections 4.3 and 5 in the event of any breach by Xxxxx of this Section 8.4. 8.5 Xxxxx 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 Xxxxx’ 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 Xxxxx 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. Xxxxx 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 Xxxxx’ mental or physical incapacity to secure Xxxxx’ 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 Xxxxx 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 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. Xxxxx 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. 8.6 Xxxxx agrees that the remedy at law for any breach or threatened breach of any covenant contained in this Section 8 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. 8.7 Although the obligations and restrictions contained in this Section 8 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 obligations and restrictions contained in this Section 8 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. 8.8 Notwithstanding that Xxxxx’ employment hereunder may expire or be terminated as provided in Sections 2 or 7 above, this Agreement shall continue in full force and effect insofar as is necessary to enforce the covenants and agreements of Xxxxx contained in this Section 8.

Covenants of Xxxxx. 8.1 Xxxxx acknowledges that as a result of the services to be rendered to the Company hereunder, Xxxxx will be brought into close contact with many confidential affairs of the Company, its subsidiaries and affiliates, not readily available to the public. Xxxxx 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 regional in scope; that its goods and services are marketed throughout a nine-state region, and that the Company competes with other organizations that are or could be located in any of the states in which the Company does business. 8.2 In recognition of the foregoing, Xxxxx 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, Xxxxx 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, and 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 possible store locations or acquisitions, current or possible new products or services to be offered for sale in Company stores, operating methods or procedures used in the business of the Company, its subsidiaries and affiliates, and other matters or details not otherwise publicly disclosed in the Company’s filings with the U. S. Securities and Exchange Commission (“SEC”) whether in the form of memoranda, reports, computer software and data banks, customer lists, employee lists, books, records, financial statements, manuals, papers, contracts or strategic plans. As a guide, Xxxxx is to consider all information originated, owned, controlled or possessed by the Company, its subsidiaries or affiliated entities which is not disclosed in SEC filings of the Company as being secret and confidential. In instances where doubt does or should reasonably be understood to exist in Xxxxx’ mind as to whether information is secret and confidential to the Company, its subsidiaries and affiliated entities, Xxxxx agrees to request an opinion, in writing, from the Company. 8.3 Xxxxx 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 Xxxxx obtained while employed by the Company, and which Xxxxx may then possess or have under his control. 8.4 During his employment and for a period of ten year(s) after the voluntary or involuntary termination of Xxxxx’ employment with the Company (except that the time period of such restrictions shall be extended by any period during which Xxxxx is in violation of this Section 8.47.4) (“Restricted Period”), Xxxxx 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 Xxxxx to be an agent or executive employee of the Company, its subsidiaries, or affiliated entities. Furthermore, Xxxxx agrees, that in order to protect the necessary business interests of the Company, during the Restricted Period he 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. Notwithstanding anything in this Agreement to the contrary, the Company shall be entitled to terminate the payments being made to (or for the benefit of) Xxxxx under Sections 4.3 and 5 5.1 in the event of any breach by Xxxxx of this Section 8.4. 8.5 Xxxxx 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 Xxxxx’ 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 Xxxxx 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. Xxxxx 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 Xxxxx’ mental or physical incapacity to secure Xxxxx’ 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 Xxxxx 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 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. Xxxxx 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. 8.6 Xxxxx agrees that the remedy at law for any breach or threatened breach of any covenant contained in this Section 8 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. 8.7 Although the obligations and restrictions contained in this Section 8 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 obligations and restrictions contained in this Section 8 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. 8.8 Notwithstanding that Xxxxx’ employment hereunder may expire or be terminated as provided in Sections 2 or 7 above, this Agreement shall continue in full force and effect insofar as is necessary to enforce the covenants and agreements of Xxxxx contained in this Section 8.

Covenants of Xxxxx. 8.1 Xxxxx acknowledges that as a result of the services to be rendered to the Company hereunder, Xxxxx will be brought into close contact with many confidential affairs of the Company, its subsidiaries and affiliates, not readily available to the public. Xxxxx 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 regional in scope; that its goods and services are marketed throughout a nine-state region, and that the Company competes with other organizations that are or could be located in any of the states in which the Company does business. 8.2 In recognition of the foregoing, Xxxxx 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, Xxxxx 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, and 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 possible store locations or acquisitions, current or possible new products or services to be offered for sale in Company stores, operating methods or procedures used in the business of the Company, its subsidiaries and affiliates, and other matters or details not otherwise publicly disclosed in the Company’s 's filings with the U. S. Securities and Exchange Commission (“"SEC”") whether in the form of memoranda, reports, computer software and data banks, customer lists, employee lists, books, records, financial statements, manuals, papers, contracts or strategic plans. As a guide, Xxxxx is to consider all information originated, owned, controlled or possessed by the Company, its subsidiaries or affiliated entities which is not disclosed in SEC filings of the Company as being secret and confidential. In instances where doubt does or should reasonably be understood to exist in Xxxxx’ ' mind as to whether information is secret and confidential to the Company, its subsidiaries and affiliated entities, Xxxxx agrees to request an opinion, in writing, from the Company. 8.3 Xxxxx 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 Xxxxx obtained while employed by the Company, and which Xxxxx may then possess or have under his control. 8.4 During his employment and for a period of ten year(s) after the voluntary or involuntary termination of Xxxxx’ ' employment with the Company (except that the time period of such restrictions shall be extended by any period during which Xxxxx is in violation of this Section 8.4) (“"Restricted Period”"), Xxxxx 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 Xxxxx to be an agent or executive employee of the Company, its subsidiaries, or affiliated entities. Furthermore, Xxxxx agrees, that in order to protect the necessary business interests of the Company, during the Restricted Period he 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. Notwithstanding anything in this Agreement to the contrary, the Company shall be entitled to terminate the payments being made to (or for the benefit of) Xxxxx under Sections 4.3 and 5 in the event of any breach by Xxxxx of this Section 8.4. 8.5 Xxxxx 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 Xxxxx’ ' 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 Xxxxx 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 's rights hereunder. Xxxxx 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 Xxxxx’ ' mental or physical incapacity to secure Xxxxx’ ' 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 Xxxxx 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 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. Xxxxx 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. 8.6 Xxxxx agrees that the remedy at law for any breach or threatened breach of any covenant contained in this Section 8 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. 8.7 Although the obligations and restrictions contained in this Section 8 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 obligations and restrictions contained in this Section 8 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. 8.8 Notwithstanding that Xxxxx’ ' employment hereunder may expire or be terminated as provided in Sections 2 or 7 above, this Agreement shall continue in full force and effect insofar as is necessary to enforce the covenants and agreements of Xxxxx contained in this Section 8.

Covenants of Xxxxx. 8.1 9.1 Xxxxx acknowledges that as a result of the services to be rendered to the Company hereunder, Xxxxx will be brought into close contact with many confidential affairs of the Company, its subsidiaries and affiliates, not readily available to the public. Xxxxx 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 regional international in scope; that its goods and services are marketed throughout a nine-state region, 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 states United States and in which various parts of the Company does business.world 8.2 9.2 In recognition of the foregoing, Xxxxx 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, Xxxxx 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, and 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 possible store locations or acquisitionsmagazines, current or possible books, publications, products, services, television stations, real estate franchise operations, new products or services to be offered for sale in Company stores, operating methods or procedures used in the and future concepts and business of the Company, its subsidiaries and affiliates, and other matters or details not otherwise publicly disclosed in the Company’s filings with the U. S. Securities and Exchange Commission (“SEC”) whether in the form of memoranda, reports, computer software and data banks, customer lists, employee lists, books, records, financial statements, manuals, papers, contracts or and strategic plans. As a guide, Xxxxx is to consider all information originated, owned, controlled or possessed by the Company, its subsidiaries or affiliated entities which is not disclosed in SEC filings of printed publications stated to be available for distribution outside the Company Company, its subsidiaries and affiliated entities as being secret and confidential. In instances where doubt does or should reasonably be understood to exist in Xxxxx’ Xxxxx'x mind as to whether information is secret and confidential to the Company, its subsidiaries and affiliated entities, Xxxxx agrees to request an opinion, in writing, from the Company. Notwithstanding the above, (a) Xxxxx understands that he has immunity from criminal or civil liability for disclosure of a trade secret: (1) made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (2) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (3) in a lawsuit against Meredith for retaliation for reporting a suspected violation of law, Xxxxx may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, if Xxxxx files under seal any document containing the trade secret, and does not disclose the trade secret except pursuant to court order. 8.3 (b) Nothing in this Section 9.2 prohibits Xxxxx from reporting possible violations of law or regulation to any governmental agency or entity or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. (c) Xxxxx 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. (d) Xxxxx 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 Xxxxx obtained while employed by the Company, and which Xxxxx may then possess or have under his control. 8.4 During 9.3 Xxxxx agrees that during his employment and with Meredith and, provided any applicable termination payments have been paid pursuant to Section 8, for a period of ten year(stwenty-four (24) months after the voluntary his employment ends (whether his employment is ended voluntarily or involuntary termination of Xxxxx’ employment with the Company (except that the time period of such restrictions shall be extended involuntarily by any period during which Xxxxx is in violation of this Section 8.4) (“Restricted Period”or Meredith), Xxxxx will not knowingly not, directly or indirectly, whether as a sole proprietor, partner, venture, stockholder, director, officer, employee, consultant, or in any other capacity as a principal or agent or through any person, subsidiary, affiliate, or employee acting as nominee or agent, engage in any of the following activities: a) Knowingly interfere with, disrupt or attempt to disrupt, any then existing relationship, contractual or otherwise otherwise, between the Company, its subsidiaries or affiliated entities, and any customer, client, supplier, or agent; b) Hire, solicit or knowingly solicit, attempt to hire or assist any other entity in soliciting for employment, solicit any person known who is employed by Meredith or attempt to influence any such person to terminate employment with Meredith. 9.4 Xxxxx to be an agent or executive employee further agrees that during his employment with Meredith and for a period of the Company, its subsidiaries, or affiliated entities. Furthermoretwenty-four (24) months after he voluntary resigns his employment under Section 8.3 above, Xxxxx agrees, that in order to protect the necessary business interests of the Company, during the Restricted Period he will shall not render services directly or indirectly as an employee, officer, director, consultant, independent contractor or in any other capacity to to, conduct or engage in any activities for the benefit of, or be interested in or associated with, any of the entities listed on Exhibit C or with any person or other entity that is a competitor of the Company. Notwithstanding anything in this Agreement Meredith (“Competitor”) or take any action to the contrary, the Company shall be entitled finance or guarantee or knowingly to terminate the payments being made provide other material assistance to (or for the benefit of) Xxxxx under Sections 4.3 and 5 in the event of any breach by Xxxxx of this Section 8.4Competitor. 8.5 9.5 Xxxxx 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 Xxxxx’ Xxxxx'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 Xxxxx 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 's rights hereunder. Xxxxx 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 Xxxxx’ Xxxxx'x mental or physical incapacity to secure Xxxxx’ Xxxxx'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 Xxxxx 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. Xxxxx 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. 8.6 9.6 Xxxxx agrees to cooperate with Meredith in the truthful and honest prosecution and/or defense of any claim in which Xxxxxxxx xxx have an interest (with the right of reimbursement for reasonable expenses actually incurred) which may include, without limitation, being available to participate in any proceeding involving Meredith, permitting interviews with representatives of Meredith, appearing for depositions and trial testimony, and producing and/or providing any documents or names of other persons with relevant information in Xxxxx’x possession or control arising out of his employment in a reasonable time, place and manner. 9.7 Xxxxx agrees that the remedy at law for any breach or threatened breach of any covenant contained in this Section 8 9 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. 8.7 9.8 Although the obligations and restrictions contained in this Section 8 9 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 obligations and restrictions contained in this Section 8 Sections 9 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. 8.8 9.9 Notwithstanding that Xxxxx’ Xxxxx'x employment hereunder may expire or be terminated as provided in Sections 2 or 7 Section 8 above, this Agreement shall continue in full force and effect insofar as is necessary to enforce the covenants and agreements of Xxxxx contained in this Section 89.