Rosetta Stone 2011 Annual Report Download - page 158

unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the 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 his 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 Affiliates and their respective business which he may then possess or have
under his 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 his 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 his 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 his 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
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