Audiovox 2011 Annual Report Download - page 414

considered Confidential Information for purposes of this Agreement.
(iii) None of the obligations and restrictions set forth in (i) or (ii), above, applies to any part of the Confidential
Information that the Executive demonstrates (A) was or becomes generally available to the public other than as a result of a direct or
indirect disclosure by the Executive; (B) is required to be disclosed pursuant to an enforceable court order; or (C) is required to be
disclosed by applicable law.
(iv) The Executive shall not remove from the Employer's or Audiovox's premises (except to the extent such removal is for
purposes of the performance of the Executive's duties at home or while traveling, or except as otherwise specifically authorized by the
Chief Executive Officer of Audiovox) any document, record, notebook, plan, model, component, device or computer software or code,
whether embodied in a disk or in any other form (collectively, the “Proprietary Items”). The Executive recognizes that, as between the
Employer and Audiovox and the Executive, all of the Proprietary Items, whether or not developed by the Executive, are the exclusive
property of the Employer and Audiovox. Upon termination of this Agreement by either party, or upon the request of the Employer during
the Employment Period, the Executive shall return to the Employer and Audiovox all of the Proprietary Items in the Executive's possession
or subject to the Executive's control, and the Executive shall not retain any copies, abstracts, sketches or other physical embodiment of any
of the Proprietary Items.
  The Executive recognizes that should a dispute or controversy arising from or relating to this
Agreement be submitted for adjudication to any court, arbitration panel or other third party, the preservation of the secrecy of Confidential
Information may be jeopardized. All pleadings, documents, testimony and records relating to any such adjudication will be maintained in secrecy and
will be available for inspection by the Employer and Audiovox, the Executive and their respective attorneys and experts, who will agree, in advance
and in writing, to receive and maintain all such information in secrecy.
  The Executive agrees that all discoveries, concepts, and ideas, whether patentable or not relating to any activities of
the Employer or Audiovox including, but not limited to, apparatus, processes, methods, compositions of matter, techniques, and formulas, as well
as related improvements or know-how (“Inventions”) made or conceived by the Executive, either solely or jointly with others (i) during the
Executive's employment by the Employer or (ii) within one (1) year after termination of such employment, whether or not such Inventions are made
or conceived during the hours of the Executive's employment or with the use of the Employer's facilities, materials, or personnel, shall be and shall
remain the property of the Employer, whether patentable or not, and the Executive will, without royalty or any other consideration: (a) inform the
Employer promptly and fully of such Inventions by written reports, setting forth in detail the Invention, the procedures employed, and the results
achieved; (b) assign to the Employer all of the Executive's rights, title, and interests in and to any Inventions, any applications for United States and
foreign Letters Patent covering the Inventions, any United States and foreign Letters Patent granted upon the applications, and any renewals thereof;
(c) assist the Employer or its nominees, at the expense of the Employer, to obtain any United States and foreign Letters Patent for any Inventions as
the Employer may elect; and (d) execute, acknowledge, and deliver to the Employer at its expense any written documents and instruments, and do
any other acts, such as giving testimony in support of the Executive's inventorship, as may be necessary in the opinion of the Employer to obtain
and maintain United States and foreign Letters Patent upon any Inventions and to vest the entire rights, title and interests in the Employer and to
confirm the complete ownership by the Employer of any Inventions, patent applications, and patents.
  The Executive agrees that all works of authorship fixed in a tangible medium of expression relating to any activities of
the Employer or Audiovox including, but not limited to, flow charts and computer program source code and object code, regardless of the medium
in which it is fixed, as well as notes, drawings, memoranda, correspondence, records, notebooks, instructions, and text (“Works”) created or
conceived by the Executive, either solely or jointly with others (i) during the Executive's employment by the Employer or (ii) within one (1) year
after termination of such employment, whether or not such, Works are made or conceived during the hours of the Executive's employment or with
use of the Employer's facilities, materials, or personnel, shall be and shall remain the property of the Employer, and the Executive will, without
royalty or any other consideration, promptly disclose in writing to the Employer all Works. The Executive shall cooperate fully with the Employer
and its officers and counsel, at the Employer's direction and expense, in obtaining, maintaining, and enforcing worldwide copyright protection on
such Works. Any such Works created by the Executive is a “work made for hire” under the copyright law, and the Employer may file applications
to register copyright in such Works as author and copyright owner thereof. If, for any reason, a Work created by the Executive is excluded from
the definition of a “work made for
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