b. Employees Use and Disclosure of Confidential Information. Except in connection with and in furtherance of Employees work on the Companys behalf, Employee shall not, without the Companys prior written consent, at any time, directly or indirectly, use, disclose or otherwise communicate any Confidential Information to any person or entity.
c. Records Containing Confidential Information. All documents or other records (in whatever medium recorded) containing Confidential Information (Confidential Documents) prepared by or provided to Employee are and shall remain the sole property of Cornerworld and/or the Company. Except with the Companys prior written consent, Employee shall not copy or use any Confidential Document for any purpose not directly relating to Employees work on the Companys behalf, or use, disclose or sell any Confidential Document to any person or entity other than the Company. Upon the termination of Employees employment relationship or association with the Company or upon the Companys request, Employee shall immediately deliver to the Company or its designee (and shall not keep in Employees possession or deliver to anyone else) all Confidential Documents and all other property belonging to the Company. This paragraph shall not bar Employee from complying with any subpoena or court order, provided that Employee shall at the earliest practicable date provide a copy of the subpoena or court order to the Companys General Counsel.
d. Ownership of Proprietary Property. To the greatest extent possible, any Work Product shall be deemed to be work made for hire (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended) and owned exclusively by the Company. Employee hereby unconditionally and irrevocably transfers and assigns to the Company all rights, title and interest Employee currently has or in the future may have, by operation of law or otherwise, in or to any Work Product, including, without limitation, all patents, copyrights, trademarks, service marks and other intellectual property rights. Employee agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate to vest complete title and ownership of any Work Product, and all rights therein, exclusively in the Company.
e. Additional Acknowledgments of Employee. Employee acknowledges that a breach of any of the covenants contained in this Section 3 will cause irreparable damage to the Company, the exact amount of which will be difficult to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, Employee agrees that if Employee breaches or threatens to breach any covenant contained in this Section 3, in addition to any other remedy that may be available at law or in equity, the Company shall be entitled to specific performance and injunctive relief.
4. Non-Competition and Non-Solicitation.
a. Acknowledgments. Employee acknowledges and agrees that he will receive and will continue to receive substantial, valuable consideration for the agreements set forth in this section including: (i) access to Confidential Information, as defined above; (ii) specialized training and knowledge pertaining to the products, services, business practices and procedures and Confidential Information utilized by CornerWorld; and (iii) employment. Employee acknowledges and agrees that this constitutes fair and adequate consideration for the agreements set forth in this section.
b. Agreement not to Compete with the Company. During the period of Employees employment and the Non-Competition Period thereafter, Employee agrees he shall not, without the Companys prior written consent, directly or indirectly, (i) own, manage, operate, or participate in the ownership, management, or operation of any Competitive Business in the Restricted Territory, or (ii) provide services to or be employed as a director, officer, employee, partner or consultant of any Competitive Business in the Restricted Territory. In the event of a violation of this subparagraph by Employee, the non-competition period will be extended an additional twelve (12) months from the date the violation ceases.
c. Agreement Not to Solicit the Companys Employees. During the period of Employees employment and the Non-Competition period thereafter, Employee agrees not to (i) directly or indirectly cause or attempt to cause any employee, contractor, agent or consultant of the Company to terminate their employment relationship with the Company, (ii) in any way interfere with the relationship between the Company and any employee, contractor, agent or consultant of the Company, (iii) directly or indirectly hire or attempt to hire any employee, contractor, agent or consultant of the Company to work for any person, firm or entity of or for which Employee is an officer, director, employee, consultant, independent contractor or owner of equity or other financial interest, or (iv) directly or indirectly assist any other person or entity in employing or soliciting for employment any employee, contractor, agent or consultant of the Company.
d. Agreement not to Solicit the Companys Customers. During the period of Employees employment and the Non-Competition period thereafter, Employee agrees not to (i) directly or indirectly solicit business from any customer of the Company with whom Employee had any contact, directly or indirectly or with whom Employee otherwise dealt directly or indirectly, including management or supervision of others who serviced or dealt with such customer during the period Employee was employed by the Company, (ii) directly or indirectly assist any other person or entity solicit business from any customer of the Company with whom Employee had any contact, directly or indirectly, or with whom Employee otherwise dealt, directly or indirectly, including management or supervision of others who serviced or dealt with such customer during the period Employee was employed by the Company, or (iii) interfere or attempt to interfere with any transaction, agreement or business relationship in which the Company was involved at any time during the period Employee was employed by the Company.
5. Survival. Employees obligations under this Agreement shall survive the termination of Employees employment relationship or association with the Company and shall thereafter be enforceable whether or not such termination is later claimed or found to be wrongful or to constitute or result in a breach of any contract or any other duty owed or claimed to be owed by the Company to Employee.
6. Notices. Employee also agrees and acknowledges that the Company has the right to independently contact any potential or actual future employer of Employee to notify such employer of Employees obligations under Section 3 of this Agreement and notify such actual or potential employer of the Companys understanding of the requirements of this Agreement and what steps, if any, the Company intends to take to insure compliance with or enforcement of this Agreement.
7. Prior Disclosure. Employee represents and warrants that he has not used or disclosed any confidential information, trade secret, copyright or any other intellectual property he may have obtained from Company prior to signing this Agreement, in any way inconsistent with the provisions of this Agreement.
8. Confidential Information of Prior Employers. Employee will not disclose or use during the period of his employment with the Company, any proprietary or confidential information, trade secret, copyright or any other intellectual property belonging to a previous employer or other third party which Employee may have acquired because of employment with an employer other than the Company or acquired from any other third party, whether such information is in Employees memory or embodied in a writing or other physical form.
9. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Agreement.
10. Complete Agreement. This Agreement constitutes the entire agreement among the parties and supersedes all other prior agreements and understandings, both written and oral, with respect to the subject matter hereof.
11. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed an original.
12. Successors and Assigns; Assignment. Employee expressly consents that Cornerworld may assign the rights and benefits given to it in this Agreement and this Agreement shall survive any sale of assets, merger, consolidation, or other change in corporate structure.
13. Choice of Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Texas. The parties agree that all actions and proceedings relating to this Agreement shall be litigated in Dallas County, Texas.
14. Amendment and Waiver. This Agreement may not be changed or amended except in writing signed by the parties. The waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver of any subsequent breach of such provision or the breach of any other provision contained in this Agreement.
15. Headings. The headings contained in this Agreement are inserted for convenience only. They do not constitute a part of this Agreement and in no way define, limit or describe the intent of this Agreement or any provisions hereof.
16. Construction. This Agreement shall not be construed against any party by reason of the fact that the party may be responsible for the drafting of this Agreement or any provision hereof.
17. Knowledge of Rights and Duties. Employee has carefully reviewed and completely read all of the provisions of this Agreement and understands and has been advised that he/she may consult with counsel of his choice for any explanation of his rights, duties, obligations and responsibilities under this Agreement, should Employee so desire. Employee acknowledges that he enters into this Agreement of his own free will.
IN WITNESS WHEREOF, Employee and Cornerworld have executed this Agreement as of the day and year first above written.
/s/ Scott N. Beck
Scott N. Beck
Chief Executive Officer
/s/ Marc A. Pickren
Marc Andrew Pickren