Lexmark 2012 Annual Report Download - page 174

The employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the employee’s agent and attorney
in fact, which appointment is coupled with an interest, to act for and in his/her behalf to execute, verify and file any such documents and to do all other
lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by the employee, such rights and
authority which may be exercised by the Company in the event the Company is unable for any reason, after reasonable effort, to secure the employee’s
signature on any document needed in connection with the actions specified in the preceding paragraph. The employee agrees to waive and quitclaim to the
Company any and all claims, of any nature whatsoever, which the employee now or may hereafter have for infringement of any Proprietary Rights assigned
hereunder to the Company.
3. RECORDS. The employee agrees to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form
that may be required by the Company) of all Proprietary Information developed by the employee and all Inventions made by the employee during the period of
his/her employment at the Company, which records shall be available to and remain the sole property of the Company at all times.
4. ADDITIONAL ACTIVITIES. The employee agrees that during the period of his/her employment by the Company the employee will not, without the
Company’s express written consent, engage in any employment or business activity which is competitive with, or would otherwise conflict with, his/her
employment by the Company. The employee agrees further that for the period of his/her employment by the Company and for one (1) year after the date of
termination of his/her employment the employee will not, either directly or through others, solicit or attempt to solicit any employee, independent contractor or
consultant of the company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for
any other person or entity.
5. NO CONFLICTING OBLIGATION. The employee, by signing below, represents that his/her performance of all the terms of this Agreement and as
an employee of the Company does not and will not breach any agreement to keep in confidence information acquired by the employee in confidence or in trust
prior to the employee’s employment by the Company. The employee further acknowledges that he/she has not entered into, and will not enter into, any
agreement either written or oral in conflict herewith.
6. RETURN OF COMPANY DOCUMENTS. The employee agrees and understands that when he/she leaves the employ of the Company, the employee
must deliver to the Company any and all drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof,
and any other material containing or disclosing any Company Inventions, Third Party Information or Proprietary Information of the Company. The employee
further agrees that any property situated on the Company’s premises and owned by the Company, including disks and other storage media, filing cabinets
and other work areas, is subject to inspection by Company personnel at any time with or without notice. Prior to leaving, the employee agrees to cooperate with
the Company in completing and signing a termination statement prepared by the Company.
7. NOTIFICATION OF NEW EMPLOYER. In the event that the employee leaves the employ of the Company, the employee hereby consents and
agrees to the notification of his/her new employer of the employee’s rights and obligations under this Agreement.
8. GENERAL PROVISIONS.
8.1 Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in
this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and
reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.
8.2 Legal and Equitable Remedies; Governing Law; Assignment; Survival. Because the employee’s services are personal and unique and
because the employee may have access to and become acquainted with the Proprietary Information of the Company, the Company shall have the right to
enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without bond and without