Common use of Other Duties of Executive During and After Term Clause in Contracts

Other Duties of Executive During and After Term. (a) The Executive recognizes and acknowledges that all information pertaining to the affairs, business, clients, or customers of the Company or any of its subsidiaries or affiliates (any or all of such entities being hereinafter referred to as the "Business"), as such information may exist from time to time, other than information that the Company has previously made publicly available, is confidential information and is a unique and valuable asset of the Business, access to and knowledge of which are essential to the performance of the Executive's duties under this Agreement. In consideration of the payments made to him hereunder, the Executive shall not, except to the extent reasonably necessary in the performance of his duties under this Agreement, divulge to any person, firm, association, corporation, or governmental agency, any information concerning the affairs, businesses, clients, or customers of the Business (except such information as is required by law to be divulged to a government agency or pursuant to lawful process), or make use of any such information for his own purposes or for the benefit of any person, firm, association or corporation (except the Business) and shall use his reasonable best efforts to prevent the disclosure of any such information by others. All records, memoranda, letters, books, papers, reports, accountings, experience or other data, and other records and documents relating to the Business, whether made by the Executive or otherwise coming into his possession, are confidential information and are, shall be, and shall remain the property of the Business. No copies thereof shall be made which are not retained by the Business, and the Executive agrees, on termination of his employment or on demand of the Company, to deliver the same to the Company. (b) The Executive recognizes and acknowledges that the Company shall own all Work Product created by the Executive during the Term. As used herein, "Work Product" includes, but is not limited to, all intellectual property rights, U.S. and international copyrights, patentable inventions, creations, discoveries and improvements, works of authorship and ideas, whether or not patentable or copyrightable and regardless of their form or state of development. All Work Product shall be considered work made for hire by the Executive and shall be owned by the Company. If any of the Work Product may not, by operation of law, be considered a work made for hire by the Executive for the Company, or if ownership of all right, title and interest of the intellectual property rights therein shall not otherwise vest exclusively in the Company, the Executive shall assign, and upon creation thereof shall be deemed to have automatically assigned, without further consideration, the ownership of all such Work Product to the Company and its successors and assigns. The Company, its successors and assigns shall have the right to obtain and hold in its or their own name copyrights, patents, registrations and other protections available to the Work Product. The Executive shall, at the Company's expense, assist the Company in obtaining and maintaining patent, copyright, trademark and other appropriate protection for all Work Product in all countries. The Executive hereby irrevocably relinquishes for the benefit of the Company, its successors and assigns any moral rights in the Work Product recognized under applicable law. The Executive shall disclose all Work Product promptly to the Company and shall not disclose the Work Product to anyone other than authorized Company personnel without the Company's prior written consent. The Executive shall not disclose to the Company or induce the Company to use any secret or confidential information or material belonging to others. The provisions of this Section 6(b) cover Work Product of any kind that is conceived or made by the Executive that (i) results from tasks assigned to the Executive by the Company, its subsidiaries and affiliates, or (ii) are conceived or made with the use of facilities or materials provided by the Company, its subsidiaries and affiliates. (c) In consideration of the payments made to him hereunder, during the one-year period commencing on the effective date of the termination of his employment for any reason, the Executive shall not, without express prior written approval of the Board, directly or indirectly, own or hold any proprietary interest in, or be employed by or receive remuneration from, any corporation, limited liability company, business trust, partnership, sole proprietorship or other entity engaged in competition with the Company or any of its affiliates (a "Competitor"), other than severance-type or retirement-type benefits from entities constituting prior employers of the Executive. The Executive also shall not, during such one-year period, solicit for the account of any Competitor, any customer or client of the Company or its affiliates, or any entity or individual that was such a customer or client during the one-year period immediately preceding the termination of the Executive's employment. The Executive also shall not, during such one-year period, act on behalf of any Competitor to interfere with the relationship between the Company or its subsidiaries and affiliates and their respective employees.

Other Duties of Executive During and After Term. (a) The Executive recognizes and acknowledges that all information pertaining to the affairs, business, clients, or customers of the Company or any of its subsidiaries or affiliates (any or all of such entities being hereinafter referred to as the "Business"), as such information may exist from time to time, other than information that the Company has previously made publicly available, is confidential information and is a unique and valuable asset of the Business, access to and knowledge of which are essential to the performance of the Executive's duties under this Agreement. In consideration of the payments made to him hereunder, the Executive shall not, except to the extent reasonably necessary in the performance of his duties under this Agreement, divulge to any person, firm, association, corporation, or governmental agency, any information concerning the affairs, businesses, clients, or customers of the Business (except such information as is required by law to be divulged to a government agency or pursuant to lawful process), or make use of any such information for his own purposes or for the benefit of any person, firm, association or corporation (except the Business) and shall use his reasonable best efforts to prevent the disclosure of any such information by others. All records, memoranda, letters, books, papers, reports, accountings, experience or other data, and other records and documents relating to the Business, whether made by the Executive or otherwise coming into his possession, are confidential information and are, shall be, and shall remain the property of the Business. No copies thereof shall be made which are not retained by the Business, and the Executive agrees, on termination of his employment or on demand of the Company, to deliver the same to the Company. (b) The Executive recognizes and acknowledges that the Company shall own all Work Product created by the Executive during the TermTerm and all Work Product created by the Executive as a consultant of the Company prior to the Effective Date. As used herein, "Work Product" includes, but is not limited to, all intellectual property rights, U.S. US and international copyrights, patentable inventions, creations, discoveries and improvements, works of authorship and ideas, whether or not patentable or copyrightable and regardless of their form or state of development. All Work Product shall be considered work made for hire by the Executive and shall be owned by the Company. . (i) If any of the Work Product may not, by operation of law, be considered a work made for hire by the Executive for the Company, or if ownership of all right, title and interest of the intellectual property rights therein shall not otherwise vest exclusively in the Company, the Executive shall assign, and upon creation thereof shall be deemed to have automatically assigned, without further consideration, the ownership of all such Work Product to the Company and its successors and assigns. The Company, its successors and assigns shall have the right to obtain and hold in its or their own name copyrights, patents, registrations and other protections available to the Work Product. The Executive shall, at the Company's expense, shall assist the Company in obtaining and maintaining patent, copyright, trademark and other appropriate protection for all Work Product in all countries, at the Company's expense. The Executive hereby irrevocably relinquishes for the benefit of the Company, its successors and assigns any moral rights in the Work Product recognized under applicable law. . (ii) The Executive shall disclose all Work Product promptly to the Company and shall not disclose the Work Product to anyone other than authorized Company personnel without the Company's prior written consent. The Executive shall not disclose to the Company or induce the Company to use any secret or confidential information or material belonging to others. . (iii) The provisions of this Section 6(b) cover Work Product of any kind that is conceived or made by the Executive during the term of this Agreement (and during the period prior to the Effective Date that the Executive provided consulting services to the Company) that (i) relates specifically to the business of the Company or its subsidiaries and affiliates, (ii) results from tasks assigned to the Executive by the Company, Company or its subsidiaries and affiliates, or (iiiii) are conceived or made with the use of facilities or materials provided by the Company, Company or its subsidiaries and affiliates. (c) In consideration of the payments to be made to him hereunder, during the one-year period (the "Restrictive Period") commencing on the effective date of the termination of his employment for any reasonreason and ending one (1) year thereafter, the Executive shall not, without express prior written approval of the BoardCompany, directly or indirectly, own (i) solicit or hold assist any proprietary interest in, or be third party in soliciting for employment any person then currently employed by or receive remuneration from, any corporation, limited liability company, business trust, partnership, sole proprietorship or other entity engaged in competition with the Company or any of its subsidiaries and affiliates (a "Competitor"), other than severance-type or retirement-type benefits from entities constituting prior employers of the Executive. The Executive also shall not, during such one-year period, solicit for the account of any Competitor, any customer or client of who was employed by the Company or any of its affiliates, or any entity or individual that was such a customer or client subsidiaries and affiliates during the onethree-year month period immediately preceding the termination of the Executive's employment. The Executive also shall notemployment (collectively, during such one-year period"Employees"), (ii) employ, attempt to employ or materially assist any third party in employing or attempting to employ any Employee, or (iii) otherwise act on behalf of any Competitor to interfere with the relationship between the Company or any of its subsidiaries and affiliates and their respective employeesEmployees. (d) The Executive acknowledges that the restrictions contained in this Section 6 are reasonable and necessary to protect the legitimate interests of the Company and that any breach by the Executive of any provision contained in this Section 6 will result in irreparable injury to the Company for which a remedy at law would be inadequate. Accordingly, the Executive acknowledges that the Company shall be entitled to temporary, preliminary and permanent injunctive relief against the Executive in the event of any breach or threatened breach by the Executive of the provisions of this Section 6, in addition to any other remedy that may be available to the Company whether at law or in equity. With respect to any provision of this Section 6 finally determined by a court of competent jurisdiction to be unenforceable, such court shall be authorized to reform this Agreement or any provision hereof so that it is enforceable to the maximum extent permitted by law. The parties hereto shall abide by such court's determination. If the covenants of Section 6(c) are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company's right to enforce such covenants in any other jurisdiction. (e) The Company's obligation to make payments, or provide for any benefits under this Agreement (except to the extent vested or exercisable), shall cease upon a violation by the Executive of the provisions of this Section 6. The provisions of this Section 6 shall survive any termination of the Executive's employment with the Company. The Company shall not be required to post any bond or other security in connection with any proceeding to enforce the provisions of this Section 6.

Other Duties of Executive During and After Term. (a) The Executive recognizes and acknowledges that all information pertaining to the affairs, business, clients, or customers of the Company or any of its subsidiaries or affiliates (any or all of such entities being hereinafter referred to as the "Business"), as such information may exist from time to time, other than information that the Company has previously made publicly available, is confidential information and is a unique and valuable asset of the Business, access to and knowledge of which are essential to the performance of the Executive's duties under this Agreement. In consideration of the payments made to him hereunder, the Executive shall not, except to the extent reasonably necessary in the performance of his duties under this Agreement, divulge to any person, firm, association, corporation, or governmental agency, any information concerning the affairs, businesses, clients, or customers of the Business (except such information as is required by law to be divulged to a government agency or pursuant to lawful process), or make use of any such information for his own purposes or for the benefit of any person, firm, association or corporation (except the Business) and shall use his reasonable best efforts to prevent the disclosure of any such information by others. All records, memoranda, letters, books, papers, reports, accountings, experience or other data, and other records and documents relating to the Business, whether made by the Executive or otherwise coming into his possession, are confidential information and are, shall be, and shall remain the property of the Business. No copies thereof shall be made which are not retained by the Business, and the Executive agrees, on termination of his employment or on demand of the Company, to deliver the same to the Company. (b) The Executive recognizes and acknowledges that the Company shall own all Work Product created or contributed to by the Executive during the TermTerm and all Work Product created or contributed to by the Executive as an employee or consultant of the Company (or its subsidiaries or affiliates) prior to the Effective Date (including, without limitation, during the term of the Original Employment Agreement). As used herein, "Work Product" includes, but is not limited to, all intellectual property rights, U.S. US and international copyrights, patentable inventions, creations, discoveries and improvements, works of authorship and ideas, whether or not patentable or copyrightable and regardless of their form or state of development. All Work Product or contributed to by the Executive as an employee or consultant of the Company (or its subsidiaries or affiliates) shall be considered work made for hire by the Executive and shall be owned by the Company. . (i) If any of the Work Product created or contributed to by the Executive as an employee or consultant of the Company (or its subsidiaries or affiliates) may not, by operation of law, be considered a work made for hire by the Executive for the Company, or if ownership of all right, title and interest of the intellectual property rights therein shall not otherwise vest exclusively in the Company, the Executive shall assign, and upon creation thereof or contribution thereto shall be deemed to have automatically assigned, without further consideration, the ownership of all such Work Product to the Company and its successors and assigns. The Company, its successors and assigns shall have the right to obtain and hold in its or their own name copyrights, patents, registrations and other protections available to the Work Product. The Executive shall, at shall assist the Company's expense, assist during and after the Company Term, in obtaining and maintaining patent, copyright, trademark and other appropriate protection for all Work Product in all countriescountries and jurisdictions, at the Company's expense. The Executive hereby irrevocably relinquishes for the benefit of the Company, its successors and assigns any moral rights in the Work Product recognized under applicable law. . (ii) The Executive shall disclose all Work Product created or contributed to by the Executive as an employee or consultant of the Company or its subsidiaries or affiliates (before, during and after the Term) promptly to the Company and shall not disclose the Work Product to anyone other than authorized Company personnel without the Company's prior written consent. The Executive shall not disclose to the Company or induce the Company to use any secret or confidential information or material belonging to others. . (iii) The provisions of this Section 6(b) cover Work Product of any kind that is conceived conceived, created, contributed to or made by the Executive during the term of this Agreement (and during the period prior to the Effective Date that the Executive provided employment or consulting services to the Company or its subsidiaries or affiliates) that (i) relates specifically to the business of the Company or its subsidiaries and affiliates, (ii) results from tasks assigned to the Executive by the Company, Company or its subsidiaries and affiliates, or (iiiii) are conceived or made with the use of facilities or materials materials, or confidential or proprietary information or trade secrets, provided by the Company, Company or its subsidiaries and affiliates. (c) In consideration of the payments to be made to him hereunder, during the one-year period (the "RESTRICTIVE PERIOD") commencing on the effective date of the termination of his employment for any reasonreason and ending one (1) year thereafter, the Executive shall not, without express prior written approval of the BoardCompany, directly or indirectly, own (i) solicit or hold assist any proprietary interest in, or be third party in soliciting for employment any person then currently employed by or receive remuneration from, any corporation, limited liability company, business trust, partnership, sole proprietorship or other entity engaged in competition with the Company or any of its subsidiaries and affiliates (a "Competitor"), other than severance-type or retirement-type benefits from entities constituting prior employers of the Executive. The Executive also shall not, during such one-year period, solicit for the account of any Competitor, any customer or client of who was employed by the Company or any of its affiliates, or any entity or individual that was such a customer or client subsidiaries and affiliates during the onethree-year month period immediately preceding the termination of the Executive's employment. The Executive also shall notemployment (collectively, during such one-year period"EMPLOYEES"), (ii) employ, attempt to employ or materially assist any third party in employing or attempting to employ any Employee, or (iii) otherwise act on behalf of any Competitor to interfere with the relationship between the Company or any of its subsidiaries and affiliates and their respective employeesEmployees. (d) The Executive acknowledges that the restrictions contained in this Section 6 are reasonable and necessary to protect the legitimate interests of the Company and that any breach by the Executive of any provision contained in this Section 6 will result in irreparable injury to the Company for which a remedy at law would be inadequate. Accordingly, the Executive acknowledges that the Company shall be entitled to temporary, preliminary and permanent injunctive relief against the Executive in the event of any breach or threatened breach by the Executive of the provisions of this Section 6, in addition to any other remedy that may be available to the Company whether at law or in equity. With respect to any provision of this Section 6 finally determined by a court of competent jurisdiction to be unenforceable, such court shall be authorized to reform this Agreement or any provision hereof so that it is enforceable to the maximum extent permitted by law. The parties hereto shall abide by such court's determination. If the covenants of Section 6(c) are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company's right to enforce such covenants in any other jurisdiction. (e) The Company's obligation to make payments, or provide for any benefits under this Agreement (except to the extent vested or exercisable), shall cease upon a violation by the Executive of the provisions of this Section 6. The provisions of this Section 6 shall survive any termination of the Executive's employment with the Company. The Company shall not be required to post any bond or other security in connection with any proceeding to enforce the provisions of this Section 6.

Other Duties of Executive During and After Term. (a) The Executive recognizes and acknowledges that all information pertaining to the affairs, business, clients, or customers of the Company Company, CGII or any of its their respective subsidiaries or affiliates (any or all of such entities being hereinafter referred to as the "Business"), as such information may exist from time to time, other than information that the Company or CGII has previously made publicly available, is confidential information and is a unique and valuable asset of the Business, access to and knowledge of which are essential to the performance of the Executive's duties under this Agreement. In consideration of the payments made to him hereunder, the Executive shall not, except to the extent reasonably necessary in the performance of his duties under this Agreement, divulge to any person, firm, association, corporation, or governmental agency, any information concerning the affairs, businesses, clients, or customers of the Business (except such information as is required by law to be divulged to a government agency or pursuant to lawful process), or make use of any such information for his own purposes or for the benefit of any person, firm, association or corporation (except the Business) and shall use his reasonable best efforts to prevent the disclosure of any such information by others. All records, memoranda, letters, books, papers, reports, accountings, experience or other data, and other records and documents relating to the Business, whether made by the Executive or otherwise coming into his possession, are confidential information and are, shall be, and shall remain the property of the Business. No copies thereof shall be made which are not retained by the Business, and the Executive agrees, on termination of his employment or on demand of the Company, to deliver the same to the Company. (bi) The Executive recognizes and acknowledges that the Company shall own all Work Product created by the Executive during the Term, subject to the limitations set forth in Section 6(b)(iv) below. As used herein, "Work Product" includes, but is not limited to, all intellectual property rights, U.S. and international copyrights, patentable inventions, creations, discoveries and improvements, works of authorship and ideas, whether or not patentable or copyrightable and regardless of their form or state of development. All Work Product shall be considered work made for hire by the Executive and shall be owned by the Company. If any of the Work Product may not, by operation of law, be considered a work made for hire by the Executive for the Company, or if ownership of all right, title and interest of the intellectual property rights therein shall not otherwise vest exclusively in the Company, the Executive shall assign, and upon creation thereof shall be deemed to have automatically assigned, without further consideration, the ownership of all such Work Product to the Company and its successors and assigns. The Company, its successors and assigns shall have the right to obtain and hold in its or their own name copyrights, patents, registrations and other protections available to the Work Product. The Executive shall, at the Company's expense, assist the Company in obtaining and maintaining patent, copyright, trademark and other appropriate protection for all Work Product in all countries. The Executive hereby irrevocably relinquishes for the benefit of the Company, its successors and assigns any moral rights in the Work Product recognized under applicable law. The Executive shall disclose all Work Product promptly to the Company and shall not disclose the Work Product to anyone other than authorized Company personnel without the Company's prior written consent. The Executive shall not disclose to the Company or induce the Company to use any secret or confidential information or material belonging to others. The provisions of this Section 6(b) cover Work Product of any kind that is conceived or made by the Executive that (i) results from tasks assigned to the Executive by the Company, its subsidiaries and affiliates, or (ii) are conceived or made with the use of facilities or materials provided by the Company, its subsidiaries and affiliates. (c) In consideration of the payments made to him hereunder, during the one-year period commencing on the effective date of the termination of his employment for any reason, the Executive shall not, without express prior written approval of the Board, directly or indirectly, own or hold any proprietary interest in, or be employed by or receive remuneration from, any corporation, limited liability company, business trust, partnership, sole proprietorship or other entity engaged in competition with the Company or any of its affiliates (a "Competitor"), other than severance-type or retirement-type benefits from entities constituting prior employers of the Executive. The Executive also shall not, during such one-year period, solicit for the account of any Competitor, any customer or client of the Company or its affiliates, or any entity or individual that was such a customer or client during the one-year period immediately preceding the termination of the Executive's employment. The Executive also shall not, during such one-year period, act on behalf of any Competitor to interfere with the relationship between the Company or its subsidiaries and affiliates and their respective employees.

Other Duties of Executive During and After Term. (a) The Executive recognizes and acknowledges that all information pertaining to the affairs, business, clients, or customers of the Company or any of its subsidiaries or affiliates (any or all of such entities being hereinafter referred to as the "Business"), as such information may exist from time to time, other than information that the Company has previously made publicly available, is confidential information and is a unique and valuable asset of the Business, access to and knowledge of which are essential to the performance of the Executive's duties under this Agreement. In consideration of the payments made to him Vertical hereunder, the Executive shall not, except to the extent reasonably necessary in the performance of his duties under this Agreement, divulge to any person, firm, association, corporation, or governmental agency, any information concerning the affairs, businesses, clients, or customers of the Business (except such information as is required by law to be divulged to a government agency or pursuant to lawful process), or make use of any such information for his own purposes or for the benefit of any person, firm, association or corporation (except the Business) and shall use his reasonable best efforts to prevent the disclosure of any such information by others. All records, memoranda, letters, books, papers, reports, accountings, experience or other data, and other records and documents relating to the Business, whether made by the Executive or otherwise coming into his possession, are confidential information and are, shall be, and shall remain the property of the Business. No copies thereof shall be made which are not retained by the Business, and the Executive agrees, on termination of his employment or on demand of the Company, to deliver the same to the Company. (b) The Executive recognizes and acknowledges that the Company shall own all Work Product created by the Executive during the Term. As used herein, "Work Product" includes, but is not limited to, all intellectual property rights, U.S. and international copyrights, patentable inventions, creations, discoveries and improvements, works of authorship and ideas, whether or not patentable or copyrightable and regardless of their form or state of development. All Work Product shall be considered work made for hire by the Executive and shall be owned by the Company. If any of the Work Product may not, by operation of law, be considered a work made for hire by the Executive for the Company, or if ownership of all right, title and interest of the intellectual property rights therein shall not otherwise vest exclusively in the Company, the Executive shall assign, and upon creation thereof shall be deemed to have automatically assigned, without further consideration, the ownership of all such Work Product to the Company and its successors and assigns. The Company, its successors and assigns shall have the right to obtain and hold in its or their own name copyrights, patents, registrations and other protections available to the Work Product. The Executive shall, at the Company's expense, assist the Company in obtaining and maintaining patent, copyright, trademark and other appropriate protection for all Work Product in all countries. The Executive hereby irrevocably relinquishes for the benefit of the Company, its successors and assigns any moral rights in the Work Product recognized under applicable law. The Executive shall disclose all Work Product promptly to the Company and shall not disclose the Work Product to anyone other than authorized Company personnel without the Company's prior written consent. The Executive shall not disclose to the Company or induce the Company to use any secret or confidential information or material belonging to others. The provisions of this Section 6(b) cover Work Product of any kind that is conceived or made by the Executive that (i) results from tasks assigned to the Executive by the Company, its subsidiaries and affiliates, or (ii) are conceived or made with the use of facilities or materials provided by the Company, its subsidiaries and affiliates. (c) In consideration of the payments made to him Vertical hereunder, during the one-year period (the "Restricted Period") commencing on the effective date of the termination of his the Executive's employment for any reason(the "Termination Date") and ending on the earlier of the second anniversary of the Termination Date or upon the occurrence of a Termination Transaction (as hereafter defined), the Executive shall not, without express prior written approval of the Board, directly or indirectly, own or hold any proprietary interest in, or be employed by or receive remuneration from, any corporation, limited liability company, business trust, partnership, sole proprietorship or other entity engaged in competition with the Company or any of its affiliates (a "Competitor"), other than severance-type or retirement-type benefits from entities constituting prior employers of the Executive. The Executive also shall not, during such one-year periodthe Restricted Period, solicit for the account of any Competitor, any customer or client of the Company or its affiliates, or or, any entity or individual that was such a customer or client during the onetwelve-year month period immediately preceding the termination of the Executive's employmentTermination Date. The Executive also shall not, during such one-year periodthe Restricted Period, act on behalf of any Competitor to interfere with the relationship between the Company or its subsidiaries and affiliates and their respective employees.

Other Duties of Executive During and After Term. (a) The Executive recognizes and acknowledges that all information pertaining to the affairs, business, clients, or customers of the Company or any of its subsidiaries or affiliates (any or all of such entities being hereinafter referred to as the "Business"), as such information may exist from time to time, other than information that the Company has previously made publicly available, is confidential information and is a unique and valuable asset of the Business, access to and knowledge of which are essential to the performance of the Executive's duties under this Agreement. In consideration of the payments made to him hereunder, the Executive shall not, except to the extent reasonably necessary in the performance of his duties under this Agreement, divulge to any person, firm, association, corporation, or governmental agency, any information concerning the affairs, businesses, clients, or customers of the Business (except such information as is required by law to be divulged to a government agency or pursuant to lawful process), or make use of any such information for his own purposes or for the benefit of any person, firm, association or corporation (except the Business) and shall use his reasonable best efforts to prevent the disclosure of any such information by others. All records, memoranda, letters, books, papers, reports, accountings, experience or other data, and other records and documents relating to the Business, whether made by the Executive or otherwise coming into his possession, are confidential information and are, shall be, and shall remain the property of the Business. No copies thereof shall be made which are not retained by the Business, and the Executive agrees, on termination of his employment or on demand of the Company, to deliver the same to the Company. (b) The Executive recognizes and acknowledges that the Company shall own all Work Product created by the Executive during the Term. As used herein, "Work Product" includes, but is not limited to, all intellectual property rights, U.S. and international copyrights, patentable inventions, creations, discoveries and improvements, works of authorship and ideas, whether or not patentable or copyrightable and regardless of their form or state of development. All Work Product shall be considered work made for hire by the Executive and shall be owned by the Company. If any of the Work Product may not, by operation of law, be considered a work made for hire by the Executive for the Company, or if ownership of all right, title and interest of the intellectual property rights therein shall not otherwise vest exclusively in the Company, the Executive shall assign, and upon creation thereof shall be deemed to have automatically assigned, without further consideration, the ownership of all such Work Product to the Company and its successors and assigns. The Company, its successors and assigns shall have the right to obtain and hold in its or their own name copyrights, patents, registrations and other protections available to the Work Product. The Executive shall, at the Company's expense, assist the Company in obtaining and maintaining patent, copyright, trademark and other appropriate protection for all Work Product in all countries. The Executive hereby irrevocably relinquishes for the benefit of the Company, its successors and assigns any moral rights in the Work Product recognized under applicable law. The Executive shall disclose all Work Product promptly to the Company and shall not disclose the Work Product to anyone other than authorized Company personnel without the Company's prior written consent. The Executive shall not disclose to the Company or induce the Company to use any secret or confidential information or material belonging to others. The provisions of this Section 6(b) cover Work Product of any kind that is conceived or made by the Executive that (i) results from tasks assigned to the Executive by the Company, its subsidiaries and affiliates, or (ii) are conceived or made with the use of facilities or materials provided by the Company, its subsidiaries and affiliates. (c) In consideration of the payments made to him hereunder, during the onetwo-year period commencing on the effective date of the termination of his employment for any reasonemployment, the Executive shall not, without express prior written approval of the Board, directly or indirectly, own or hold any proprietary interest in, or be employed by or receive remuneration from, any corporation, limited liability company, business trust, partnership, sole proprietorship or other entity engaged in competition with the Company or any production and sale of its affiliates food and animal feed products (a "Competitor"), other than severance-type or retirement-type benefits from entities constituting prior employers of the Executive. The Executive also shall not, during such onetwo-year period, solicit for the account of any Competitor, any customer or client of the Company or its affiliates, or or, in the event of the Executive's termination of his employment, any entity or individual that was such a customer or client during the onetwelve-year month period immediately preceding the Executive's termination of the Executive's employment. The Executive also shall not, during such onetwo-year period, act on behalf of any Competitor to interfere with the relationship between the Company or its subsidiaries and affiliates and their respective employees.

Other Duties of Executive During and After Term. (a) The Executive recognizes and acknowledges that all information pertaining to the affairs, business, clients, or customers of the Company or any of its subsidiaries or affiliates (any or all of such entities being hereinafter referred to as the "Business"), as such information may exist from time to time, other than information that the Company has previously made publicly available, is confidential information and is a unique and valuable asset of the Business, access to and knowledge of which are essential to the performance of the Executive's duties under this Agreement. In consideration of the payments made to him hereunder, the Executive shall not, except to the extent reasonably necessary in the performance of his duties under this Agreement, divulge to any person, firm, association, corporation, or governmental agency, any information concerning the affairs, businesses, clients, or customers of the Business (except such information as is required by law to be divulged to a government agency or pursuant to lawful process), or make use of any such information for his own purposes or for the benefit of any person, firm, association or corporation (except the Business) and shall use his reasonable best efforts to prevent the disclosure of any such information by others. All records, memoranda, letters, books, papers, reports, accountings, experience or other data, and other records and documents relating to the Business, whether made by the Executive or otherwise coming into his possession, are confidential information and are, shall be, and shall remain the property of the Business. No copies thereof shall be made which are not retained by the Business, and the Executive agrees, on termination of his employment or on demand of the Company, to deliver the same to the Company. (b) The Executive recognizes and acknowledges that the Company shall own all Work Product created by the Executive during the Term. As used herein, "Work Product" includes, but is not limited to, all intellectual property rights, U.S. and international copyrights, patentable inventions, creations, discoveries and improvements, works of authorship and ideas, whether or not patentable or copyrightable and regardless of their form or state of development. All Work Product shall be considered work made for hire by the Executive and shall be owned by the Company. If any of the Work Product may not, by operation of law, be considered a work made for hire by the Executive for the Company, or if ownership of all right, title and interest of the intellectual property rights therein shall not otherwise vest exclusively in the Company, the Executive shall assign, and upon creation thereof shall be deemed to have automatically assigned, without further consideration, the ownership of all such Work Product to the Company and its successors and assigns. The Company, its successors and assigns shall have the right to obtain and hold in its or their own name copyrights, patents, registrations and other protections available to the Work Product. The Executive shall, at the Company's expense, assist the Company in obtaining and maintaining patent, copyright, trademark and other appropriate protection for all Work Product in all countries. The Executive hereby irrevocably relinquishes for the benefit of the Company, its successors and assigns any moral rights in the Work Product recognized under applicable law. The Executive shall disclose all Work Product promptly to the Company and shall not disclose the Work Product to anyone other than authorized Company personnel without the Company's prior written consent. The Executive shall not disclose to the Company or induce the Company to use any secret or confidential information or material belonging to others. The provisions of this Section 6(b) cover Work Product of any kind that is conceived or made by the Executive that (i) results from tasks assigned to the Executive by the Company, its subsidiaries and affiliates, or (ii) are conceived or made with the use of facilities or materials provided by the Company, its subsidiaries and affiliates. (c) In consideration of the payments made to him hereunder, during the one-year period (the "Restricted Period") commencing on the effective date of the termination of his employment for any reason(the "Termination Date") and ending on the earlier of the second anniversary of the Termination Date or upon the occurrence of a Termination Transaction (as hereafter defined), the Executive shall not, without express prior written approval of the Board, directly or indirectly, own or hold any proprietary interest in, or be employed by or receive remuneration from, any corporation, limited liability company, business trust, partnership, sole proprietorship or other entity engaged in competition with the Company or any of its affiliates (a "Competitor"), other than severance-type or retirement-type benefits from entities constituting prior employers of the Executive. The Executive also shall not, during such one-year periodthe Restricted Period, solicit for the account of any Competitor, any customer or client of the Company or its affiliates, or or, any entity or individual that was such a customer or client during the onetwelve-year month period immediately preceding the termination of the Executive's employmentTermination Date. The Executive also shall not, during such one-year periodthe Restricted Period, act on behalf of any Competitor to interfere with the relationship between the Company or its subsidiaries and affiliates and their respective employees.

Other Duties of Executive During and After Term. (a) The Executive recognizes and acknowledges that all information pertaining to the affairs, business, clients, or customers of the Company or any of its subsidiaries or affiliates (any or all of such entities being hereinafter referred to as the "Business"), as such information may exist from time to time, other than information that the Company has previously made publicly available, is confidential information and is a unique and valuable asset of the Business, access to and knowledge of which are essential to the performance of the Executive's duties under this Agreement. In consideration of the payments made to him hereunder, the Executive shall not, except to the extent reasonably necessary in the performance of his duties under this Agreement, divulge to any person, firm, association, corporation, or governmental agency, any information concerning the affairs, businesses, clients, or customers of the Business (except such information as is required by law to be divulged to a government agency or pursuant to lawful process), or make use of any such information for his own purposes or for the benefit of any person, firm, association or corporation (except the Business) and shall use his reasonable best efforts to prevent the disclosure of any such information by others. All records, memoranda, letters, books, papers, reports, accountings, experience or other data, and other records and documents relating to the Business, whether made by the Executive or otherwise coming into his possession, are confidential information and are, shall be, and shall remain the property of the Business. No copies thereof shall be made which are not retained by the Business, and the Executive agrees, on termination of his employment or on demand of the Company, to deliver the same to the Company. (b) The Executive recognizes and acknowledges that the Company shall own all Work Product created by the Executive during the Term. As used herein, "Work Product" includes, but is not limited to, all intellectual property rights, U.S. and international copyrights, patentable inventions, creations, discoveries and improvements, works of authorship and ideas, whether or not patentable or copyrightable and regardless of their form or state of development. All Work Product shall be considered work made for hire by the Executive and shall be owned by the Company. If any of the Work Product may not, by operation of law, be considered a work made for hire by the Executive for the Company, or if ownership of all right, title and interest of the intellectual property rights therein shall not otherwise vest exclusively in the Company, the Executive shall assign, and upon creation thereof shall be deemed to have automatically assigned, without further consideration, the ownership of all such Work Product to the Company and its successors and assigns. The Company, its successors and assigns shall have the right to obtain and hold in its or their own name copyrights, patents, registrations and other protections available to the Work Product. The Executive shall, at the Company's expense, assist the Company in obtaining and maintaining patent, copyright, trademark and other appropriate protection for all Work Product in all countries. The Executive hereby irrevocably relinquishes for the benefit of the Company, its successors and assigns any moral rights in the Work Product recognized under applicable law. The Executive shall disclose all Work Product promptly to the Company and shall not disclose the Work Product to anyone other than authorized Company personnel without the Company's prior written consent. The Executive shall not disclose to the Company or induce the Company to use any secret or confidential information or material belonging to others. The provisions of this Section 6(b) cover Work Product of any kind that is conceived or made by the Executive that (i) results from tasks assigned to the Executive by the Company, its subsidiaries and affiliates, or (ii) are conceived or made with the use of facilities or materials provided by the Company, its subsidiaries and affiliates. (c) In consideration of the payments made to him hereunder, during the one-year period commencing on the effective date of the termination of his employment for any reasonemployment, the Executive shall not, without express prior written approval of the Board, directly or indirectly, own or hold any proprietary interest in, or be employed by or receive remuneration from, any corporation, limited liability company, business trust, partnership, sole proprietorship or other entity engaged in competition with the business of developing, producing, marketing or selling products of the kind or type developed or being developed, produced, marketed or sold by the Company or any of its affiliates while the Executive was employed by the Company (a "Competitor"), other than severance-type or retirement-type benefits from entities constituting prior employers of the Executive. The Executive also shall not, during such one-year period, solicit for the account of any Competitor, any customer or client of the Company or its affiliates, or or, in the event of the Executive's termination of his employment, any entity or individual that was such a customer or client during the onetwelve-year month period immediately preceding the Executive's termination of the Executive's employment. The Executive also shall not, during such one-year period, act on behalf of any Competitor to interfere with the relationship between the Company or its subsidiaries and affiliates and their respective employees.

Other Duties of Executive During and After Term. (a) The Executive recognizes and acknowledges that all information pertaining to the affairs, business, clients, or customers of the Company or any of its subsidiaries or affiliates (any or all of such entities being hereinafter referred to as the "Business"), as such information may exist from time to time, other than information that the Company has previously made publicly available, is confidential information and is a unique and valuable asset of the Business, access to and knowledge of which are essential to the performance of the Executive's duties under this Agreement. In consideration of the payments made to him hereunder, the Executive shall not, except to the extent reasonably necessary in the performance of his duties under this Agreement, divulge to any person, firm, association, corporation, or governmental agency, any information concerning the affairs, businesses, clients, or customers of the Business (except such information as is required by law to be divulged to a government agency or pursuant to lawful process), or make use of any such information for his own purposes or for the benefit of any person, firm, association or corporation (except the Business) and shall use his reasonable best efforts to prevent the disclosure of any such information by others. All records, memoranda, letters, books, papers, reports, accountings, experience or other data, and other records and documents relating to the Business, whether made by the Executive or otherwise coming into his possession, are confidential information and are, shall be, and shall remain the property of the Business. No copies thereof shall be made which are not retained by the Business, and the Executive agrees, on termination of his employment or on demand of the Company, to deliver the same to the Company. (b) The Executive recognizes and acknowledges that the Company shall own all Work Product created by the Executive during the Term. As used herein, "Work Product" includes, but is not limited to, all intellectual property rights, U.S. and international copyrights, patentable inventions, creations, discoveries and improvements, works of authorship and ideas, whether or not patentable or copyrightable and regardless of their form or state of development. All Work Product shall be considered work made for hire by the Executive and shall be owned by the Company. If any of the Work Product may not, by operation of law, be considered a work made for hire by the Executive for the Company, or if ownership of all right, title and interest of the intellectual property rights therein shall not otherwise vest exclusively in the Company, the Executive shall assign, and upon creation thereof shall be deemed to have automatically assigned, without further consideration, the ownership of all such Work Product to the Company and its successors and assigns. The Company, its successors and assigns shall have the right to obtain and hold in its or their own name copyrights, patents, registrations and other protections available to the Work Product. The Executive shall, at the Company's expense, assist the Company in obtaining and maintaining patent, copyright, trademark and other appropriate protection for all Work Product in all countries. The Executive hereby irrevocably relinquishes for the benefit of the Company, its successors and assigns any moral rights in the Work Product recognized under applicable law. The Executive shall disclose all Work Product promptly to the Company and shall not disclose the Work Product to anyone other than authorized Company personnel without the Company's prior written consent. The Executive shall not disclose to the Company or induce the Company to use any secret or confidential information or material belonging to others. The provisions of this Section 6(b7(b) cover Work Product of any kind that is conceived or made by the Executive that (i) results from tasks assigned to the Executive by the Company, its subsidiaries and affiliates, or (ii) are conceived or made with the use of facilities or materials provided by the Company, its subsidiaries and affiliates. (c) In consideration of the payments made to him hereunder, during the onetwo-year period commencing on the effective date of the termination of his employment for any reason, the Executive shall not, without express prior written approval of the Board, directly or indirectly, own or hold any proprietary interest in, or be employed by or receive remuneration from, any corporation, limited liability company, business trust, partnership, sole proprietorship or other entity engaged in competition with the Company or any of its affiliates (a "Competitor"), other than severance-type or retirement-type benefits from entities constituting prior employers of the Executive. The Executive also shall not, during such onetwo-year period, solicit for the account of any Competitor, any customer or client of the Company or its affiliates, or any entity or individual that was such a customer or client during the onetwelve-year month period immediately preceding the termination of the Executive's employment. The Executive also shall not, during such onetwo-year period, act on behalf of any Competitor to interfere with the relationship between the Company or its subsidiaries and affiliates and their respective employees.

Other Duties of Executive During and After Term. (a) The Executive recognizes and acknowledges that all information pertaining to the affairs, business, clients, or customers of the Company or any of its subsidiaries or affiliates (any or all of such entities being hereinafter referred to as the "BusinessBUSINESS"), as such information may exist from time to time, other than information that the Company has previously made publicly available, is confidential information and is a unique and valuable asset of the Business, access to and knowledge of which are essential to the performance of the Executive's duties under this Agreement. In consideration of the payments made to him hereunder, the Executive shall not, except to the extent reasonably necessary in the performance of his duties under this Agreement, divulge to any person, firm, association, corporation, or governmental agency, any information concerning the affairs, businesses, clients, or customers of the Business (except such information as is required by law to be divulged to a government agency or pursuant to lawful process), or make use of any such information for his own purposes or for the benefit of any person, firm, association or corporation (except the Business) and shall use his reasonable best efforts to prevent the disclosure of any such information by others. All records, memoranda, letters, books, papers, reports, accountings, experience or other data, and other records and documents relating to the Business, whether made by the Executive or otherwise coming into his possession, are confidential information and are, shall be, and shall remain the property of the Business. No copies thereof shall be made which are not retained by the Business, and the Executive agrees, on termination of his employment or on demand of the Company, to deliver the same to the Company. (b) The Executive recognizes and acknowledges that the Company shall own all Work Product created or contributed to by the Executive during the TermTerm and all Work Product created or contributed to by the Executive as an employee or consultant of the Company (or its subsidiaries or affiliates) prior to the Effective Date (including, without limitation, during the term of the Original Employment Agreement and the First Amended and Restated Employment Agreement). As used herein, "Work Product" includes, but is not limited to, all intellectual property rights, U.S. US and international copyrights, patentable inventions, creations, discoveries and improvements, works of authorship and ideas, whether or not patentable or copyrightable and regardless of their form or state of development. All Work Product or contributed to by the Executive as an employee or consultant of the Company (or its subsidiaries or affiliates) shall be considered work made for hire by the Executive and shall be owned by the Company. . (i) If any of the Work Product created or contributed to by the Executive as an employee or consultant of the Company (or its subsidiaries or affiliates) may not, by operation of law, be considered a work made for hire by the Executive for the Company, or if ownership of all right, title and interest of the intellectual property rights therein shall not otherwise vest exclusively in the Company, the Executive shall assign, and upon creation thereof or contribution thereto shall be deemed to have automatically assigned, without further consideration, the ownership of all such Work Product to the Company and its successors and assigns. The Company, its successors and assigns shall have the right to obtain and hold in its or their own name copyrights, patents, registrations and other protections available to the Work Product. The Executive shall, at shall assist the Company's expense, assist during and after the Company Term, in obtaining and maintaining patent, copyright, trademark and other appropriate protection for all Work Product in all countriescountries and jurisdictions, at the Company's expense. The Executive hereby irrevocably relinquishes for the benefit of the Company, its successors and assigns any moral rights in the Work Product recognized under applicable law. . (ii) The Executive shall disclose all Work Product created or contributed to by the Executive as an employee or consultant of the Company or its subsidiaries or affiliates (before, during and after the Term) promptly to the Company and shall not disclose the Work Product to anyone other than authorized Company personnel without the Company's prior written consent. The Executive shall not disclose to the Company or induce the Company to use any secret or confidential information or material belonging to others. . (iii) The provisions of this Section 6(b) cover Work Product of any kind that is conceived conceived, created, contributed to or made by the Executive during the term of this Agreement (and during the period prior to the Effective Date that the Executive provided employment or consulting services to the Company or its subsidiaries or affiliates) that (i) relates specifically to the business of the Company or its subsidiaries and affiliates, (ii) results from tasks assigned to the Executive by the Company, Company or its subsidiaries and affiliates, or (iiiii) are conceived or made with the use of facilities or materials materials, or confidential or proprietary information or trade secrets, provided by the Company, Company or its subsidiaries and affiliates. (c) In consideration of the payments to be made to him hereunder, during the one-year period (the "RESTRICTIVE PERIOD") commencing on the effective date of the termination of his employment for any reasonreason and ending one (1) year thereafter, the Executive shall not, without express prior written approval of the BoardCompany, directly or indirectly, own (i) solicit or hold assist any proprietary interest in, or be third party in soliciting for employment any person then currently employed by or receive remuneration from, any corporation, limited liability company, business trust, partnership, sole proprietorship or other entity engaged in competition with the Company or any of its subsidiaries and affiliates (a "Competitor"), other than severance-type or retirement-type benefits from entities constituting prior employers of the Executive. The Executive also shall not, during such one-year period, solicit for the account of any Competitor, any customer or client of who was employed by the Company or any of its affiliates, or any entity or individual that was such a customer or client subsidiaries and affiliates during the onethree-year month period immediately preceding the termination of the Executive's employment. The Executive also shall notemployment (collectively, during such one-year period"EMPLOYEES"), (ii) employ, attempt to employ or materially assist any third party in employing or attempting to employ any Employee, or (iii) otherwise act on behalf of any Competitor competitor to interfere with the relationship between the Company or any of its subsidiaries and affiliates and their respective employeesEmployees. (d) The Executive acknowledges that the restrictions contained in this Section 6 are reasonable and necessary to protect the legitimate interests of the Company and that any breach by the Executive of any provision contained in this Section 6 will result in irreparable injury to the Company for which a remedy at law would be inadequate. Accordingly, the Executive acknowledges that the Company shall be entitled to temporary, preliminary and permanent injunctive relief against the Executive in the event of any breach or threatened breach by the Executive of the provisions of this Section 6, in addition to any other remedy that may be available to the Company whether at law or in equity. With respect to any provision of this Section 6 finally determined by a court of competent jurisdiction to be unenforceable, such court shall be authorized to reform this Agreement or any provision hereof so that it is enforceable to the maximum extent permitted by law. The parties hereto shall abide by such court's determination. If the covenants of Section 6(c) are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company's right to enforce such covenants in any other jurisdiction. (e) The Company's obligation to make payments, or provide for any benefits under this Agreement (except to the extent vested or exercisable), shall cease upon a violation by the Executive of the provisions of this Section 6. The provisions of this Section 6 shall survive any termination of the Executive's employment with the Company. The Company shall not be required to post any bond or other security in connection with any proceeding to enforce the provisions of this Section 6.