Rosetta Stone 2014 Annual Report Download - page 162

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 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 his
work for the Company or its Affiliates, Third Party Information unless expressly authorized by the Chief Executive Officer in writing.
(d) Use of Information of Prior Employers, etc. Executive will abide by any enforceable obligations contained in any
agreements that Executive has entered into with his prior employers or other parties to whom Executive has an obligation of
confidentiality.
(e) Compelled Disclosure. If Executive is required by law or governmental regulation or by subpoena or other valid
legal process to disclose any Proprietary Information or Third Party Information to any Person, Executive will immediately provide the
Company with written notice of the applicable law, regulation or process so that the Company may seek a protective order or other
appropriate remedy. Executive will cooperate fully with the Company and the Company’s representatives in any attempt by the
Company, at its sole cost and expense, to obtain any such protective order or other remedy. If the Company elects not to seek, or is
unsuccessful in obtaining, any such protective order or other remedy in connection with any requirement that Executive disclose
Proprietary Information or Third Party Information then Executive may disclose such Proprietary Information or Third Party
Information to the extent legally required; provided, however, that Executive will use his reasonable best efforts to ensure that such
Proprietary Information is treated confidentially by each Person to whom it is disclosed.
9. Noncompetition and Nonsolicitation.
(a) Noncompetition and Nonsolicitation.