Burger King 2009 Annual Report Download - page 154

(b) Non−Competition. Executive agrees that during his employment with the Company, Executive shall devote all of his skill,
knowledge, commercial efforts and business time to the conscientious and good faith performance of his duties and responsibilities to the
Company to the best of his ability and Executive shall not, directly or indirectly, be employed by, render services for, engage in business with
or serve as an agent or consultant to any Person other than the Company. Executive further agrees that during his employment with the
Company and for the period of one (1) year following Executive’s Separation from Service with the Company, Executive shall not directly or
indirectly engage in any activities that are competitive with the quick service restaurant business conducted by the Company, and Executive
shall not, directly or indirectly, become employed by, render services for, engage in business with, serve as an agent or consultant to, or
become a partner, member, principal, stockholder or other owner of, any Person or entity that engages in the quick serve restaurant business,
provided that Executive shall be permitted to hold a one percent (1%) or less interest in the equity or debt securities of any publicly traded
company. Executive’s duties and responsibilities involve, and/or will affect, the operation and management of the Company on a worldwide
basis. Executive will obtain Confidential Information that will affect the Company’s operations throughout the world. Accordingly, Executive
acknowledges that the Company has legitimate business interests in requiring a worldwide geographic scope and application of this
non−compete provision, and agrees that this non−compete provision applies on a worldwide basis.
(c) Non−Solicitation of Employees and Franchisees. During the period of Executive’s employment with the Company and for the one
(1)−year period following Executive’s Separation from Service with the Company, Executive shall not, directly or indirectly, by himself or
through any third party, whether on Executive’s own behalf or on behalf of any other Person or entity, (i) solicit or induce or endeavor to solicit
or induce, divert, employ or retain, (ii) interfere with the relationship of the Company or any of its Affiliates with, or (iii) attempt to establish a
business relationship of a nature that is competitive with the business of the Company with any Person that is or was (during the last twelve
(12) months of Executive’s employment with the Company) (A) an employee of the Company or engaged to provide services to it, or (B) a
franchisee of the Company or any of its Affiliates.
10. Work Product. Executive agrees that all of Executive’s work product (created solely or jointly with others, and including any
intellectual property or moral rights in such work product), given, disclosed, created, developed or prepared in connection with Executive’s
employment with the Company, whether ensuing during or after Executive’s employment with the Company (“Work Product”) shall exclusively
vest in and be the sole and exclusive property of the Company and shall constitute “work made for hire” (as that term is defined under
Section 101 of the U.S. Copyright Act, 17 U.S.C. § 101) with the Company being the person for whom the work was prepared. In the event
that any such Work Product is deemed not to be a “work made for hire” or does not vest by operation of law in the Company, Executive
hereby irrevocably assigns, transfers and conveys to the Company, exclusively and perpetually, all right, title and interest which Executive
may have or acquire in and to such Work Product 11