PNC Bank 2005 Annual Report Download - page 283

all inventions, dis coveries, improvements, ideas or other works of inventorship or authorship, whether or
not patentable, that have been or will be conceived and/or reduced to practice by Participant during the
term of Participant’ s employment with the Corporation, whether alone or with others, and that are (a)
related directly or indirectly to the business or activities of PNC or any Subsidiary or (b) developed with
the use of any time, material, facilities or other resources of PNC or any Subsidiary (“Developments”).
Participant agrees to assign and hereby does assign to PNC or its designee all of Participant’ s right, title and
interest, including copyrights and patent rights, in and to all Developments. Participant shall perform all
actions and execute all instruments that PNC or any Subsidiary shall deem necessary to protect or record
PNC’ s or its designee’ s interests in the Developments. The obligations of this Section 14.4 shall be
performed by Participant without further compensation and will continue beyond the Termination Date.
15. Enforcement Provisions. Participant understands and agrees to the following provisions
regarding enforcement of the Agreement.
15.1 Governing Law and Jurisdiction. The Agreement is governed by and construed under the
laws of the Commonwealth of Pennsylvania, without reference to its conflict of laws provisions. Any
dispute or claim arising out of or relating to the Agreement or claim of breach hereof shall be brought
exclusively in the federal court for the Western District of Pennsylvania or in the Court of Common Pleas
of Allegheny County, Pennsylvania. By execution of the Agreement, Participant and PNC hereby consent
to the exclusive jurisdiction of such courts, and waive any right to challenge jurisdiction or venue in such
courts with regard to any suit, action, or proceeding under or in connection with the Agreement.
15.2 Equitable Remedies. A breach of the provisions of any of Sections 14.2, 14.3 or 14.4
will cause the Corporation irreparable harm, and the Corporation will therefore be entitled to issuance of
immediate, as well as permanent, injunctive relief restraining Participant, and each and every person and
entity acting in concert or participating with Participant, from initiation and/or continuation of such breach.
15.3 Tolling Period. If it becomes necessary or desirable for the Corporation to seek
compliance with the provisions of Section 14.2 by legal proceedings, the period during which Participant
shall comply with said provisions will extend for a period of twelve (12) months from the date the
Corporation institutes legal proceedings for injunctive or other relief.
15.4 No Waiver. Failure of PNC to demand strict compliance with any of the terms,
covenants or conditions of the Agreement will not be deemed a waiver of such term, covenant or condition,
nor will any waiver or relinquishment of any such term, covenant or condition on any occasion or on
multiple occasions be deemed a waiver or relinquishment of such term, covenant or condition.
15.5 Severability. The restrictions and obligations imposed by Sections 14.2, 14.3 and 14.4
are separate and severable, and it is the intent of Participant and PNC that if any restriction or obligation
imposed by any of these provisions is deemed by a court of competent jurisdiction to be void for any reason
whatsoever, the remaining provisions, restrictions and obligations will remain valid and binding upon
Participant.
15.6 Reform. In the event any of Sections 14.2, 14.3 and 14.4 are determined by a court of
competent jurisdiction to be unenforceable because unreasonable either as to length of time or area to
which said restriction applies, it is the intent of Participant and PNC that said court reduce and reform the
provisions thereof so as to apply the greatest limitations considered enforceable by the court.
15.7 Waiver of Jury Trial. Each of Participant and PNC hereby waives any right to trial by
jury with regard to any suit, action or proceeding under or in connection with any of Sections 14.2, 14.3
and 14.4.
15.8 Applicable Law. Notwithstanding anything in the Agreement, PNC will not be required
to comply with any term, covenant or condition of the Agreement if and to the extent prohibited by law,
including but not limited to federal banking and securities regulations, or as otherwise directed by one or
more regulatory agencies having jurisdiction over PNC or any of its subsidiaries. Further, to the extent, if