SEC Filings
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| 10-K/A | |||||||||
| HRG GROUP, INC. filed this Form 10-K/A on 01/27/2017 | |||||||||
| Entire Document | |||||||||
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12.Company Property. Executive acknowledges that all notes, formulas, records, files, or other proprietary written information, and all equipment or other physical property that belongs to HRG shall remain the property of HRG, shall not be used by Executive for any purpose other than carrying out his duties for HRG. On or about the Separation Date, Executive shall return any property of HRG and shall also provide Executive’s iPad, iPhone and personal computer/tablet to the Company’s IT department for removal of any information of HRG; provided, that Executive shall be entitled to retain his rolodex and any electronic equivalents, and any documents relating to Executive’s compensation and benefits and any post-employment obligations to which Executive may be subject.
(a)The results and proceeds of Executive’s employment with HRG (including, any such results or proceeds that contain trade secrets, products, services, processes, know-how, track record, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship, and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived or reduced to practice or learned by Executive in carrying out his duties for HRG, either alone or jointly with others) (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Board, any of its Subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright and other intellectual property rights of whatsoever nature therein (collectively, “Proprietary Rights”), whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Board determines in its sole discretion, without any further payment to Executive for such use. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its Subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, to the Company (or, if applicable or as directed by the Board, any of its Subsidiaries or Affiliates), and the Company or such Subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Board or such Subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall, upon reasonable written request by the Board, promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b)Executive agrees that, from time to time, upon receipt of reasonable written request from the Board and at the Company’s sole cost and expense, Executive shall do any and all reasonable and lawful things that the Board may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and/or patent applications or assignments. To the extent Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 13(b) is subject to and shall not be deemed to limit, restrict or constitute any waiver by the Company of any Proprietary Rights to which the Company may be entitled by operation of law by virtue of Executive’s employment with the Company. Executive further agrees that, from time to time, upon reasonable written request by the Board and at the Company’s sole cost and expense, Executive shall assist the Company obtaining, and enforcing, Proprietary Rights relating to Inventions in any and all countries. To this end, Executive shall, upon the Board’s reasonable written request and at the Company’s sole cost and expense, execute, verify and deliver such documents and perform such other acts (including appearing as a witness) as may be reasonably requested in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall, upon the reasonable written request of the Company’s General Counsel and at the Company’s sole expense, execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. (c)Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. (d)The provisions of this Section 13 shall not apply to any result or proceed that arises in the course of, or relates to, Executive’s employment with, or services for, SPB, and the terms “Inventions” and “Proprietary Rights” shall not be deemed to include any such result or proceed.
(a)During Executive’s employment with HRG and thereafter, and except in connection with carrying out his duties for HRG (including as a member of its Board) or SPB, Executive agrees not to make, publish or communicate at any time to any Person, including, but not limited to, customers, clients and investors of HRG or any Designated Entity, any Disparaging remark, comment or other statement concerning HRG or any Designated Entity. 7 | |||||||||
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