12. Restricted Activity. Optionees entitlement to the Option is expressly conditioned upon the Optionees covenants regarding intellectual property, confidentiality, not to compete and not to solicit as provided herein. In its sole discretion, the Committee or its delegatee may amend or waive the provisions of this Section 12, in whole or in part, to the extent necessary or advisable to comply with applicable laws, as determined by the Committee (or its delegatee). In consideration of the Companys grant of the Option to the Optionee, the Optionee agrees to comply with the limitations set forth in this Section 12.
(a) Ownership and Protection of Intellectual Property and Confidential Information.
(i) Optionee acknowledges and agrees that all information, ideas, concepts, improvements, innovations, developments, methods, processes, designs, analyses, drawings, reports, discoveries, and inventions, whether patentable or not or reduced to practice, which are conceived, made, developed or acquired by Optionee, individually or in conjunction with others, during Optionees employment by the Company or any of its Affiliates, both during and after Optionees employment with the Company (whether during business hours or otherwise and whether on the Companys premises or otherwise) and which relate to the business, products or services of the Company or its Affiliates (including, without limitation, all such information relating to corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customers organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names, marks, and any copyrightable work, trade mark, trade secret or other intellectual property rights (whether or not composing confidential information, and all writings or materials of any type embodying any of such items (collectively, Work Product), are the sole and exclusive property of the Company or a Company Affiliate, as the case may be, and shall be treated as work for hire. Optionee does hereby assign to the Company all right, title, and interest that Optionee has in any Work Product to the Company. It is recognized that Optionee is an experienced employee in the business of the Company and its Affiliates and through his or her work in the industry acquired and retains knowledge, contacts, and information which are not bound by this paragraph.
(ii) Optionee shall promptly and fully disclose, in writing, all Work Product to the Company and shall cooperate and perform all actions reasonably requested by the Company (whether during or after the term of the Optionees employment) to establish, confirm and protect the Companys and/or its Affiliates right, title and interest in such Work Product. Without limiting the generality of the foregoing, the Optionee agrees to assist the Company, at the Companys expense, to secure the Companys and its Affiliates rights in the Work Product in any and all countries, including the execution by the Optionee of all applications and all other instruments and documents which the Company and/or its Affiliates shall deem necessary in order to apply for and obtain rights in