Rosetta Stone 2014 Annual Report Download - page 187

in any particular field or in any particular geographic region, whether or not such agreement would be violated by this Agreement.
8. Confidential Information; Proprietary Information, etc.
(a) Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or
made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his employment with
or performance of services for the Company or any of its Affiliates during the course of his performance of services for, or employment
with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which Executive is
receiving Severance Payments, are the property of the Company and its Affiliates. Therefore, Executive agrees that, other than in the
course of performance of his duties as an employee of the Company, he will not at any time (whether during or after Executive’s term
of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be
utilized by any Person any Proprietary Information or records pertaining to the Company, its Affiliates and their respective business for
any reason whatsoever without the Chief Executive Officer’s consent, 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 Severance Payments, 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