ServiceMagic 2010 Annual Report Download - page 156

(e) PROPRIETARY RIGHTS; ASSIGNMENT
. All Employee Developments are and shall be made for hire by Executive for the
Company or any of its subsidiaries or affiliates. “Employee Developments” means any discovery, invention, design, method, technique,
improvement, enhancement, development, computer program, machine, algorithm or other work or authorship that (i) relates to the business or
operations of the Company or any of its subsidiaries or affiliates, or (ii) results from or is suggested by any undertaking assigned to Executive or
work performed by Executive for or on behalf of the Company or any of its subsidiaries or affiliates, whether created alone or with others,
during or after working hours (including before the Effective Date). All Confidential Information and all Employee Developments shall remain
the sole property of the Company or any of its subsidiaries or affiliates. Executive has not acquired and shall not acquire any proprietary interest
in any Confidential Information or Employee Developments developed or acquired during the Term or during Executive’s employment with the
Company before the Effective Date. To the extent Executive may, by operation of law or otherwise, acquire any right, title or interest in or to
any Confidential Information or Employee Development, Executive hereby assigns to the Company all such proprietary rights. Executive shall,
both during and after the Term, upon the Company’
s request, promptly execute and deliver to the Company all such assignments, certificates and
instruments, and shall promptly perform such other acts, as the Company may from time to time in its discretion deem necessary or desirable to
evidence, establish, maintain, perfect, enforce or defend the Company’s rights in Confidential Information and Employee Developments.
(f) COMPLIANCE WITH POLICIES AND PROCEDURES . During the period that Executive is employed with the Company
hereunder, Executive shall adhere to the policies and standards of professionalism set forth in the Company’s Policies and Procedures as they
may exist from time to time.
(g) SURVIVAL OF PROVISIONS . The obligations contained in this Section 2 shall, to the extent provided in this Section 2,
survive the termination or expiration of Executive’s employment with the Company and, as applicable, shall be fully enforceable thereafter in
accordance with the terms of this Agreement. If it is determined by a court of competent jurisdiction in any state that any restriction in this
Section 2 is excessive in duration or scope or is unreasonable or unenforceable under the laws of that state, it is the intention of the parties that
such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the law of that state.
4. TERMINATION OF PRIOR AGREEMENTS/EXISTING CLAIMS . Except for any agreements relating to currently outstanding
equity awards as of the date of this Agreement (which remain outstanding, but subject to the terms of this Agreement), this Agreement
constitutes the entire agreement between the parties and, as of the Effective Date, terminates and supersedes any and all prior agreements and
understandings (whether written or oral) between the parties with respect to the subject matter of this Agreement. Executive acknowledges and
agrees that neither the Company nor anyone acting on its behalf has made, and is not making, and in executing this Agreement, Executive has
not relied upon, any representations, promises or inducements except to the extent the same is expressly set forth in this Agreement. Executive
hereby represents and warrants to the Company that Executive is not party to any contract, understanding, agreement or policy, whether or not
written, with Executive’s most-recent employer before the Company (the “Previous Employer”) or otherwise, that would be breached
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