Circuit City 2011 Annual Report Download - page 87

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18.4.3
not to attempt to register any Employment IPR nor patent any Employment Invention unless requested to do so by the
Company; and
18.4.4
to keep confidential each Employment Invention unless the Company has consented in writing to its disclosure by the
Employee.
18.5
The Employee waives all his present and future moral rights which arise under the Copyright Designs and Patents Act 1988, and all
similar rights in other jurisdictions relating to any copyright which forms part of the Employment IPRs, and agrees not to support,
maintain nor permit any claim for infringement of moral rights in such copyright works.
18.6
The Employee acknowledges that, except as provided by law, no further remuneration or compensation other than that provided for
in this agreement is or may become due to the Employee in respect of his compliance with this clause 18. This clause 18 is without
prejudice to the rights of the Employee under the Patents Act 1977.
18.7
The Employee undertakes to use his best endeavours to execute all documents and do all acts both during and after his employment
by the Company as may, in the opinion of the Company, be necessary or desirable to vest the Employment IPRs in the Company, to
register them in the name of the Company and to protect and maintain the Employment IPRs and the Employment Inventions. Such
documents may, at the request of the Company, include waivers of all and any statutory moral rights relating to any copyright works
which form part of the Employment IPRs. The Company agrees to reimburse any reasonable expenses of the Employee of
complying with this clause 18.7.
18.8
The Employee agrees to give all necessary assistance to the Company to enable it to enforce its Intellectual Property Rights against
third parties, to defend claims for infringement of third party Intellectual Property Rights and to apply for registration of Intellectual
Property Rights, where appropriate throughout the world, and for the full term of those rights.
18.9
The Employee hereby irrevocably appoints the Company to be his attorney to execute and do any such instrument or thing and
generally to use his name for the purpose of giving the Company or its nominee the benefit of this clause 18. The Employee
acknowledges in favour of a third party that a certificate in writing signed by any Director or the Secretary of the Company that any
instrument or act falls within the authority conferred by this clause 18 shall (unless there is manifest error) be conclusive evidence
that such is the case.
19
Ceasing to be a director
19.1
Except with the prior approval of the Board, or as provided in the articles of association of the Company or any Group Company of
which he is a director, the Employee shall not resign as a director of the Company or any Group Company.
19.2
If during the Appointment the Employee ceases to be a director of the Company or any Group Company (otherwise than by reason
of his death, resignation or disqualification pursuant to the articles of association of the Company or the relevant Group Company, as
amended from time to time, or by statute or court order) the Appointment shall continue with the Employee as an employee only and
the terms of this agreement (other than those relating to the holding of the office of director) shall continue in full force and effect.
The Employee shall have no claims in respect of such cessation of office.
19.3
The Board may at any time require the Employee to resign as a director of the Company or any Group Company.