BB&T 2015 Annual Report Download - page 359

software or intellectual property himself. Executive acknowledges that certain software and digital intellectual property is Confidential
Information of Employer and Executive agrees, in accordance with Section 2.2, to keep such software and intellectual property
confidential and not to use it except in furtherance of Employer’s Business or the operations of Employer or its Affiliates.
 . During the Term and at any time thereafter, and except as may be required or deemed
necessary or appropriate in connection with the performance by Executive of Executive’s duties as an employee of Employer,
Executive shall not copy, dispose of or remove from Employer or their Affiliates any depositor, customer or client lists, software,
computer programs or other digital intellectual property, books, records, forms, data, manuals, handbooks or any other papers or
writings relating to the Business or the operations of Employer or their Affiliates.
 . Employer alone shall be entitled to all benefits, profits and results arising from or incidental to
Executive’s Work Product (as defined in this section 2.5). To the greatest extent possible, any work product, property, data,
documentation, inventions or information or materials prepared, conceived, discovered, developed or created by Executive in
connection with performing Executive’s responsibilities during the Term (“”) 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 Employer. Executive hereby
unconditionally and irrevocably transfers and assigns to Employer all intellectual property or other rights, title and interest Executive
may currently have (or in the future may have) by operation of law or otherwise in or to any Work Product. Executive agrees to
execute and deliver to Employer any transfers, assignments, documents or other instruments which may reasonably be necessary or
appropriate to vest complete title and ownership of any Work Product and all associated rights exclusively in Employer. Employer
shall have the right to adapt, change, revise, delete from, add to and/or rearrange the Work Product or any part thereof written or
created by Executive, and to combine the same with other works to any extent, and to change or substitute the title thereof, and in this
connection Executive hereby waives the “moral rights” of authors as that term is commonly understood throughout the world
including, without limitation, any similar rights or principles of law which Executive may now or later have by virtue of the law of any
locality, state, nation, treaty, convention or other source. Unless otherwise specifically agreed, Executive shall not be entitled to any
compensation in addition to that provided for in this Agreement for any exercise by Employer of its rights set forth in this Section 2.5.
In the event any Work Product qualifies for protection under the United States Patent Act, 35 U.S.C. § 1 et. seq., as amended, and
Executive agrees to bear the cost of seeking a patent from the U.S. Patent Office, Employer agrees, upon the issuance of such patent
and upon receipt from Executive of reimbursement of all costs and expenses related to obtaining such patent, to assign the patent to
Executive. Executive hereby grants to Employer a royalty-free, perpetual, irrevocable license to any such patent obtained by Executive
in accordance with the preceding sentence.
. Consistent with Section 3.8 of this Agreement, the covenants contained in this Section 2
(the “”) shall be construed and interpreted in any judicial proceeding to permit their enforcement to the maximum extent
permitted by law and each of the Covenants is severable and independently enforceable without reference to the enforceability of any
other Covenants. Further, if any provision of the Covenants or of this
12
Source: BB&T CORP, 10-K, February 25, 2016 Powered by Morningstar® Document Research℠
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,
except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.