GNC 2010 Annual Report Download - page 216

5.2 Work Product/Intellectual Property.
(a) Assignment. The Executive hereby assigns to the Company all right, title and interest to all "Work Product" (as defined in
Section 5.4(h) hereof) that (i) relates to any of the Company Parties' actual or anticipated business, research and development or existing or
future products or services, or (ii) is conceived, reduced to practice, developed or made using any equipment, supplies, facilities, assets,
information or resources of any of the Company Parties (including, without limitation, any intellectual property rights).
(b) Disclosure. The Executive shall promptly disclose Work Product to the Chief Executive Officer and perform all actions reasonably
requested by the Company (whether during or after the Employment Period) to establish and confirm the ownership and proprietary interest of
any of the Company Parties in any. Work Product (including, without limitation, the execution of assignments, consents, powers of attorney,
applications .and other instruments). The Executive shall not file any patent or copyright applications related to any Work Product except with
the written consent of the Chief Executive Officer.
5.3 Non-Competition and Non-Solicitation.
(a) In consideration of the Confidential Information being provided to the Executive as stated in Section 5.1 hereof, and other good and
valuable new consideration as stated in this Agreement, including, without limitation, employment and/or continued employment with the
Company, and the business relationships, Company goodwill, work experience, client, customer and/or vendor relationships and other fruits of
employment that the Executive will have the opportunity to obtain, use and develop under this Agreement, the Executive agrees to the
restrictive covenants stated in this Section 5.3.
(b) During the Employment Period and until the end of the Restricted Period (as defined in Section 5.4(g) hereof), the Executive agrees
that the Executive will not, directly or indirectly, on the Executive's own behalf or on the behalf of any other Person, within the United States of
America or in any other country or territory in which the businesses of the Company are conducted:
(i) engage in a Competing Business (as defined in Section 5.4(c) hereof), including, without limitation, by owning, managing,
operating, controlling, being employed by, providing services as a consultant or independent contractor to or participating in the ownership,
management, operation or control of any Competing Business;
(ii) induce or attempt to induce any customer, vendor, supplier, licensor or other Person in a business relationship with any Company
Party, for or with which the Executive or employees working under the Executive's supervision had any direct or indirect responsibility or contact
during the Employment Period, (A) to do business with a Competing Business or (B) to cease, restrict, terminate or otherwise reduce business
with the Company for the benefit of a Competing Business, regardless of whether the Executive initiates contact;or
(iii) (A) solicit, recruit, persuade, influence or induce, or attempt to solicit, recruit, persuade. influence or induce anyone employed or
otherwise retained by any of 13