Circuit City 2006 Annual Report Download - page 60

(g) Restrictions on Employment With Company . The Employee affirms he is not presently subject to a restrictive
covenant or other prior agreement, which would prohibit or restrict employment with the Company. If the Employee learns or
is advised that he is subject to an actual or alleged restrictive covenant or other prior agreement, which may prohibit or
restrict employment with the Company, the Employee must notify the Company immediately. The Employee agrees that he
shall not disclose to the Company, use for the Company’s benefit, or induce the Company to use any trade secret or
confidential information he may possess belonging to any former employer or other third party.
(h) Enforcement of Covenants . The Employee acknowledges and agrees that compliance with the covenants set forth
in this Section 6 of this Agreement is necessary to protect the business and goodwill of the Company and that any breach of
this Section 6 or any subparagraph hereof will result in irreparable and continuing harm to the Company, for which money
damages may not provide adequate relief. Accordingly, in the event of any breach or threatened breach of Section 6 by
Employee, the Company and Employee agree that the Company shall be entitled to the following particular forms of relief as
a result of such breach, in addition to any remedies otherwise available to it at law or equity, specifically injunctions, both
preliminary and permanent, enjoining or restraining such breach or threatened breach.
7. Conflict of Interest . The Employee may not use his position, influence, knowledge of Confidential Information and
Trade Secrets or Company assets for personal gain. A direct or indirect financial interest, including joint ventures in or with a
supplier, vendor, client or prospective client without disclosure and written approval from the Chairman and CEO of the
Company is strictly prohibited and constitutes cause for dismissal. This provision shall not apply in respect of any publicly
traded corporation of which the Employee is less than a one percent (1%) stockholder or with respect to any financial interest
as a result of any investment by the Employee in a publicly traded mutual fund.
8. Intellectual Property .
(a) The Employee covenants and agrees that all inventions, improvements, products, designs, specifications,
trademarks, service marks, discoveries, formulae, processes, software or computer programs, modifications of software or
computer programs, data processing systems, analyses, techniques, trade secrets, creations, ideas, work product or
contributions thereto, and any other intellectual property, regardless of whether patented, registered or otherwise protected or
protectable, and regardless of whether containing or constituting Trade Secrets or Confidential Information as defined in
Section 6 hereof (referred to collectively as “Intellectual Property”), that were conceived, developed or made by Employee
during employment by the Company, including Intellectual Property related to the sale of computer, consumer electronic and
industrial products (the “Proprietary Interests”), shall belong to and be the property of the Company.
(b) The Employee further covenants and agrees that he will: (i) promptly disclose such Intellectual Property to the
Company; (ii) assign to the Company, without additional compensation, the entire rights to Intellectual Property for the
United States and all foreign countries; (iii) execute assignments and all other papers and do all acts necessary to carry out the
above, including enabling the Company to file and prosecute applications for, acquire, ascertain and enforce in all countries,
letters patent, trademark registrations and/or copyrights covering or otherwise relating to Intellectual Property and to enable
the Company to protect its proprietary interests therein; and (iv) give testimony, at the Company’s expense, in any action or
proceeding to enforce rights in the Intellectual Property.
(c) The Employee further covenants and agrees that the Company shall be entitled to shop rights with respect to any
Intellectual Property conceived or made by him during employment with the Company that is not related in any manner to the
Proprietary Interests but which was conceived or made on the Company’s time or with the use of the Company’s facilities or
materials.
(d) The Employee further covenants and agrees that it shall be conclusively presumed as against him that any
Intellectual Property related to the Proprietary Interests described by the Employee in a patent, service mark, trademark, or
copyright application, disclosed by the Employee in any manner to a third person, or created by the Employee or any person
with whom he has any business, financial or confidential relationship, within one (1) year after cessation of his employment
with the Company, was conceived or made by the Employee during the period of employment by the Company and that such
Intellectual Property be the sole property of the Company.
9. 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.