Rosetta Stone 2011 Annual Report Download - page 133

Company, its Affiliates 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 Affiliates' premises and owned by the Company or its Affiliates, including disks and
other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Affiliates 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 Affiliates' 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) while employed by the Company or any of its Affiliates (including any of the foregoing that constitutes any
Proprietary Information or records) ("Work Product") belong to the Company or such Affiliate and Executive hereby assigns, and
agrees to assign, all of the above Work Product to the Company or such Affiliate. 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 Affiliate 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 Affiliate 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 Chief Executive Officer and perform all actions reasonably requested by the Chief Executive Officer
(whether during or after Executive's term of employment) to establish and confirm the Company's or its Affiliate'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 Affiliates 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 Affiliates 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
Affiliates.
(c) Third Party Information. Executive understands that the Company and its Affiliates will receive from third
parties confidential or proprietary information ("Third Party Information") subject to a duty on the Company's and its Affiliates' 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 of Sections 8(a) and 8(b) above, Executive shall hold Third
Party Information in the strictest confidence and shall not disclose to anyone (other than personnel of the Company or its Affiliates
who need to know such information in connection with their work for the Company or its Affiliates) or use, except in connection with
her work for the Company or its Affiliates, Third Party Information unless expressly authorized by the Chief Executive Officer in
writing.
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