19.12 Non-Solicitation and Non-Disparagement

Non-Solicitation of Employees. During the period that an Employee is employed by the University, and for a period of two years after termination of the employment for any reason, the employee or on behalf of any other person shall not, directly or indirectly, attempt to recruit, solicit any current or former employee or contractor of the University, and shall not interfere with or attempt to interfere with the relationship the University has with any of its current or former employees or contractors.

Non-Solicitation of Students/Vendors. During the period that Employee is employed by the University, and for a period of two years after termination of the employment for any reason, Employee shall not, directly or indirectly, for Employee or on behalf of any other person, solicit or persuade or attempt to solicit or persuade any agent, student, vendor, contractor, or other person who has a business relationship with the University to cease to do business with the University, reduce the amount of business that it historically has done with the University, or otherwise adversely alter its business relationship with the University, and Employee shall not accept or conduct any business with any such person or entity.

Non-Disparagement. During the period that Employee is employed by the University, and at all times thereafter, Employee agrees not to make any negative comments or otherwise disparage the University or its officers, employees, contractors, agents, or its educational curriculum or products other than in the good faith performance of the Employee’s duties to the University while the Employee is employed by the University.

The Institution’s Work-Product. The Employee agrees to disclose fully to the Institution, and to assign and transfer to the Institution immediately upon origination or acquisition thereof, the right, title, and interest in and to any and all inventions, discoveries, improvements, innovations, copyrights, trademarks, trade secrets, and/or designs (“Work Product”) made, discovered, developed, or secured by the Employee, solely or jointly with others or otherwise, either: (a) during the period of the Employee’s employment, if such Work Product is related, directly or indirectly, to the business of, or to the research or development work of the Institution; (b) with the use of the time, materials or facilities of the Institution; (c) within one (1) year after the termination of such employment if conceived as a result of and is attributable to work done during such employment and relates to a method, substance, machine, article or manufacture for improvements, procedure and/or process within the scope of the business of the Institution, together with rights to all intellectual property rights which may be granted thereon.

Immediately upon making, discovering, developing, or securing any such Work Product, Employee shall notify (the Institution and shall execute and deliver to the Institution, without further compensation, such documents as may be necessary to prepare or prosecute applications for such Work Product and to assign and transfer to the Institution the Employee’s right, title, and interest in and to such Work Product and intellectual property rights thereof.

Employee acknowledges that the Employee has carefully read and considered the provisions of this Paragraph and having done so, agrees that the restrictions set forth herein are fair and reasonable and are reasonably required for the protection of the interests of (the Institution, its shareholders, board of governors, officers, directors, other employees.

The Institution’s Property. The Employee agrees that all memoranda, notes, records, reports, drawings, or other writings or documents, equipment, apparatus, products, or materials and the like, including copies thereof, made or compiled by the Employee or made available to the Employee in the course of the Employee's employment, shall be the property of the Institution and shall be delivered to the Institution upon termination of the Employee's employment or at any other time upon request.

Reasonableness of Scope/Modification. The Employee agrees that the limitations as to period of time, clients, and work-product and the type and scope of restriction on the Employee’s activities specified herein, are reasonable and necessary for the protection of the Institution. However, should the time period or other restrictions provided herein be deemed unreasonable, invalid or unenforceable in any respect, then the parties recognize and agree that a court may modify the scope of such provisions and all other provisions shall remain of full force and effect as written.