5.1 ERMUSR 06-14-2022 - Laserfiche WebLink

Home Browse Search

Employee agrees to execute all the instruments deemed necessary by the Utilities or its designee for the filing and prosecution of any applications for Letters Patent and/or copyright registration (or their equivalent in countries other than the United States) on Inventions and agrees to perform any and all acts deemed necessary by the Utilities to aid the Utilities in securing the allowance of such applications or registrations. At the Utilities’s expense, and without additional compensation to the Employee, the Employee agrees to assign, and Employee hereby does assign to the Utilities, Employee’s entire right, title, and interest in and to all of the Inventions that relate to the business of the Utilities and in and to all applications for Letters Patent and/or copyright registration (or their equivalent in countries other than the United States) that may be filed upon, and Employee agrees to execute any documents necessary to make such assignments. Notwithstanding the foregoing, Employee understands that this assignment of inventions does not apply to any work of authorship for which no equipment, supplies, facility, or trade-secret information of the Utilities was used and which was developed entirely on Employee’s own time, and (a) which does not relate (i) directly to the business of the Utilities, or (ii) to the Utilities’s actual or demonstrably anticipated research or development; or (b) which does not result from any work performed by Employee for the Utilities. 7.3. Pre-existing Inventions. Employee has identified on Exhibit A attached hereto a complete list of all inventions or improvements which have been made or conceived or first reduced to practice by Employee alone or jointly with others prior to Employee’s employment by the Utilities and which Employee desires to exclude from the operation of this Agreement. If there is no such list on Exhibit A, Employee represents that Employee has made no such inventions or improvements at the time of signing of this Agreement. 8. Non-Competition. 8.1. Acknowledgement. Employee acknowledges that (a) Employee’s services to be performed for Utilities are of a special and unique nature; (b) the Utilities operates in a highly competitive environment and would be substantially harmed if Employee were to compete with Utilities or divulge its confidential information; (c) Employee has received valuable and sufficient consideration for entering into this Agreement, including but not limited to the Utilities’s offer of employment to Employee under this Agreement and the payments and benefits associated with that employment, and receipt of the Utilities’s Confidential Information; and (d) the provisions of this Section 9, including all of its subparts, are reasonable and necessary to protect the Utilities’s business. 8.2. Covenant Not to Compete. Employee agrees that during Employee’s employment with the Utilities and for an additional period of 12 months following the end of Employee’s employment with the Utilities for any reason (the “Noncompete Period”), Employee will not, within any geographic area in which the Utilities is engaged in developing, manufacturing, marketing, distributing, or selling its products and services, directly or indirectly, hold any ownership interest in (except a stockholder of a public company in which Employee owns less than five percent (5%) of the issued and outstanding capital stock of such company), manage, control, serve on the Board of Directors of, or render services of any kind in any capacity to any 8 48943343v3 148