Circuit City 1997 Annual Report Download - page 49

of any corporation (other than the capital stock of the Company as to which this clause (iii) shall not apply), required to file reports pursuant to
the Securities Exchange Act of 1934; or
(iv) directly or indirectly, hire, solicit or encourage to leave the employment of the Company, any employee or agent of the Company.
(c) INVENTIONS. The Employee agrees that all processes, technologies and inventions including new contributions, improvements, formats,
packages, programs. systems, machines, compositions of matter manufactured, developments, applications and discoveries which are related in
any manner to the business (commercial or experimental of the Company during the term hereof (collectively, "New Developments"), whether
patentable or not, conceived, developed, invented or made by him or jointly with others during the period of his employment with the
Company, shall belong to the Company and the Company shall be the sole owner of all the products and proceeds of the Employee's services,
including intellectual or literary property in any form. The Employee shall further: (a) promptly disclose such New Developments to the
Company; (b) assign to the Company, without additional compensation, all patent or other rights to such New Developments for the United
States and foreign countries; (c) sign all papers necessary to carry out the foregoing; and (d) give testimony in support of his inventorship, all at
the sole cost and expense of the Company.
(d) REMEDIES. The Employee expressly agrees that upon any breach or violation of the provisions of this Section 6, the Company shall be
entitled, as a matter of right, in addition to any other rights or remedies it may have, to temporary and/or permanent injunctive relief in any
court of competent jurisdiction and such damages as are provided at law or in equity. The Employee hereby acknowledges and agrees that the
covenants contained in this Section 7 are reasonable and fully necessary for the protection of the legitimate interests of the Company and, at the
same time are neither harsh nor oppressive to the rights or interests of the Employee nor will such restrictions prevent the Employee from
earning a livelihood. In the event that any court of competent jurisdiction determines that the restrictions provided for in this Section 6 are
unreasonable or otherwise unenforceable, the invalidity or unenforceability of any of such restrictions shall not affect any of the remaining
provisions of this Agreement (including, without limitation, the remaining provisions of this
Section 6 not found to be unreasonable or otherwise unenforceable) and a court or other trier of fact may make modifications necessary to
correct any unreasonable or unenforceable term and enforce the Companies' intent to the maximum extenal. The existence of any claim or
cause of action against the Company or its affiliates, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the
enforcement of the restrictions contained in this Section 6.
7. WITHHOLDING. Anything in this Agreement to the contrary notwithstanding, all payments required to be made by the Company hereunder
to the Employee or his estate or beneficiaries shall be subject to the withholding of such amounts relating to taxes as the Company may
reasonably determine it should withhold pursuant to any applicable law or regulation. In lieu of withholding such amounts, in whole or in part,
the Company may. in its sole discretion. accept other provisions for payment of taxes and withholding as required by law, provided it is
satisfied that all requirements of law affecting its responsibilities to withhold have been satisfied.
8. NOTICES. Any notice, request, instruction or other document to be given hereunder by any party hereto to any other party shall be in
writing and delivered personally, sent by registered or certified mail, postage prepaid.
If to the Employee:
Steven M. Goldschein
2075 Blanche Lane
Merrick, NY 11566
If to the Company:
Richard Leeds, CEO
Global DirectMail Corp 22 Harbor Park Drive
Port Washington, N.Y. 11050
or at such other address for a party as shall be specified by like notice. Any notice which is delivered personally in the manner provided herein
shall be deemed to have been duly given to the party to whom it is directed upon actual receipt by such party. Any notice which is addressed
and mailed in the manner herein provided shall be conclusively presumed to have been given to the party to whom it is addressed at the close of
business, local time of the recipient forty-eight hours after the day it is so placed in the mail.
9. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements, written or oral, between them as to such subject matter. This Agreement may not be amended, nor may
any provision hereof be modified or waived, except by an instrument in writing duly signed by the party to be charged.
10. GOVERNING LAW. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the
State of New York, without regard to the conflicts of law rules thereof.
11. VALIDITY. The invalidity or unenforceability of any provision or provisions to this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement. which shall remain in full force and effect.