FairPoint Communications 2012 Annual Report Download - page 124

developed or reduced to practice, during the Assignment Period, whether or not during regular working hours, provided they either (i) relate at the time of
conception, development or reduction to practice to the business of any member of the Company Group, or the actual or anticipated research or development of
any member of the Company Group; (ii) result from or relate to any work performed for any member of the Company Group; or (iii) are developed through the
use of equipment, supplies, or facilities of any member of the Company Group, or any Confidential Information, or in consultation with personnel of any
member of the Company Group (collectively referred to as “ Developments”). I further acknowledge that all Developments made by me (solely or jointly with
others) within the scope of and during the Assignment Period are “works made for hire” (to the greatest extent permitted by applicable law) for which I am, in
part, compensated by my salary, unless regulated otherwise by law, but that, in the event any such Development is deemed not to be a work made for hire, I
hereby assign to the Company, or its designee, all my right, title, and interest throughout the world in and to any such Development.
(c) Maintenance of Records. I agree to keep and maintain adequate and current written records of all Developments made by me
(solely or jointly with others) during the Assignment Period. The records may be in the form of notes, sketches, drawings, flow charts, electronic data or
recordings, and any other format. The records will be available to and remain the sole property of the Company Group at all times. I agree not to remove such
records from the Company's place of business except as expressly permitted by Company Group policy, which may, from time to time, be revised at the sole
election of the Company Group for the purpose of furthering the business of the Company Group.
(d) Intellectual Property Rights. I agree to assist the Company, or its designee, at the Company's expense, in every way to secure the
rights of the Company Group in the Developments and any copyrights, patents, trademarks, service marks, database rights, domain names, mask work
rights, moral rights, and other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent
information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments that the
Company shall deem necessary in order to apply for, obtain, maintain, and transfer such rights and in order to assign and convey to the Company Group the
sole and exclusive right, title, and interest in and to such Developments, and any intellectual property and other proprietary rights relating thereto. I further
agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination
of the Assignment Period until the expiration of the last such intellectual property right to expire in any country of the world; provided, however, the
Company shall reimburse me for my reasonable expenses incurred in connection with carrying out the foregoing obligation. If the Company is unable because
of my mental or physical incapacity or unavailability for any other reason to secure my signature to apply for or to pursue any application for any United
States or foreign patents or copyright registrations covering Developments or original works of authorship assigned to the Company as above, then I hereby
irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact to act for and in my behalf and
stead to execute and file any such applications or records and to do all other lawfully permitted acts to further the application for, prosecution, issuance,
maintenance, and transfer of letters patent or registrations thereon with the same legal force and effect as if originally executed by me. I hereby waive and
irrevocably quitclaim to the Company any and all claims, of any nature whatsoever, that I now or hereafter have for past, present, or future infringement of
any and all proprietary rights assigned to the Company.
Section 3. Returning Company Group Documents .
I agree that, at the time of termination of my employment with the Company for any reason, I will deliver to the Company (and will not
keep in my possession, recreate, or deliver to anyone else) any and all Confidential Information and all other documents, materials, information, and property
developed by me pursuant to my employment or otherwise belonging to the Company. I agree further that any property situated on the Company's premises
and owned by the Company (or any other member of the Company Group), including disks and other storage media, filing cabinets, and other work areas, is
subject to inspection by personnel of any member of the Company Group at any time with or without notice.
Section 4. Disclosure of Agreement.
As long as it remains in effect, I will disclose the existence of this Non-Interference Agreement to any prospective employer, partner, co-
venturer, investor, or lender prior to entering into an employment, partnership, or other business relationship with such person or entity.
Section 5. Restrictions on Interfering.
(a) Non-Competition. During the period of my employment with the Company (the “ Employment Period”) and the Post-
Termination Non-Compete Period, I shall not, directly or indirectly, individually or on behalf of any person, company, enterprise, or entity, or as a sole
proprietor, partner, stockholder, director, officer, principal, agent, or executive, or in any other capacity or relationship, engage in any Competitive Activities.
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