Rosetta Stone 2010 Annual Report Download - page 120

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aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of
Executive's acts or omissions to act. Executive agrees to deliver to the Company at the termination of her employment, as a condition
to receipt of the next or final payment of compensation, or at any other time the Company may request in writing (whether during or
after Executive's term of employment), all records pertaining to the Company, its Subsidiaries and their respective business which she
may then possess or have under her control. Executive further agrees that any property situated on the Company's or its Subsidiaries'
premises and owned by the Company or its Subsidiaries, including disks and other storage media, filing cabinets or other work areas,
is subject to inspection by Company or its Subsidiaries and their personnel at any time with or without notice. Nothing in this
Section 8(a) shall be construed to prevent Executive from using her general knowledge and experience in future employment so long
as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.
(b) Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments,
methods, processes, programs, designs, analyses, drawings, reports and all similar or related information (whether or not patentable)
that relate to the Company's or any of its Subsidiaries' actual or anticipated business, research and development, or existing or future
products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or
jointly with others) in the course of her work for the Company or any of its Subsidiaries (including any of the foregoing that
constitutes any Proprietary Information or records) ("Work Product") belong to the Company or such Subsidiary and Executive hereby
assigns, and agrees to assign, all of the above Work Product to the Company or such Subsidiary. Any copyrightable work prepared in
whole or in part by Executive in the course of her work for any of the foregoing entities shall be deemed a "work made for hire" under
the copyright laws, and the Company or such Subsidiary shall own all rights therein. To the extent that any such copyrightable work is
not a "work made for hire," Executive hereby assigns and agrees to assign to Company or such Subsidiary all right, title and interest,
including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and
copyrightable work to the CEO and perform all actions reasonably requested by the CEO (whether during or after Executive's term of
employment) to establish and confirm the Company's or its Subsidiary's ownership (including, without limitation, execution of
assignments, consents, powers of attorney and other instruments). Notwithstanding anything contained in this Section 8(b) to the
contrary, the Company's ownership of Work Product does not apply to any invention that Executive develops entirely on her own time
without using the equipment, supplies or facilities of the Company or Subsidiaries or any Proprietary Information (including trade
secrets), except that the Company's ownership of Work Product does include those inventions that: (i) relate to the business of the
Company or its Subsidiaries or to the actual or demonstrably anticipated research or development relating to the Company's business;
or (ii) result from any work that Executive performs for the Company or its Subsidiaries.
(c) Third Party Information. Executive understands that the Company and its Subsidiaries will receive from third
parties confidential or proprietary information ("Third Party Information") subject to a duty on the Company's and its Subsidiaries' part
to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of Executive's
employment and thereafter, and without in any way limiting the provisions
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