CompUSA 2011 Annual Report Download - page 73

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(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.
10. 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:
Mr. David Sprosty
6895 Lucy Ridge Lane
Chanhassen, Minnesota 55317
If to the Company:
Richard Leeds, CEO
Systemax Inc.
11 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.
14