Intellectual Property Agreement

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IN CONSIDERATION of my employment, or continued employment with Cox Media Group, LLC, or one of its subsidaries or affiliates (“COMPANY”), and for other good and valuable consideration which has been received by me:

I understand that in the course of my employment with COMPANY I may create Work Product (defined below).  I agree that such Work Product will be considered a work made for hire made by me and owned by Cox Media Group, LLC.  To the extent that any Work Product does not qualify as a work made for hire under applicable law, then I agree to assign, and upon creation of such Work do automatically assign such Work Product to Cox Media Group, LLC.  I agree that Cox Media Group, LLC, its successors and assigns, have the right to obtain and hold in its name copyright, trademark and patent registrations, and any other protection available in the Work Product.  For the benefit of Cox Media Group, LLC, I agree to release any moral rights in the Work Product that may be recognized by law. 

As may be reasonably requested by COMPANY, I agree to cooperate and assist with such acts necessary to formalize, protect, defend, assert or transfer Cox Media Group, LLC’s rights in the Work Product.  COMPANY agrees to pay or reimburse my approved, actual expenses incurred in performing such acts.  I understand that such acts may include completion of paperwork, supplying testimony, documents and evidence, and other acts deemed reasonably necessary.

For purposes of this Agreement, Work Product means documents, compositions, media, equipment, inventions, prototypes, products, plans, concepts, discoveries and processes, and any associated intellectual property rights (US or foreign), that I create in the course of my employment or engagement with COMPANY, or using COMPANY equipment, materials, supplies, facilities or intellectual property.  Further, for purposes of this Agreement, I agree that my obligations extend to Cox Media Group, LLC and its subsidiaries and affiliates that may employ or associate with me.  I understand and agree that should I become employed or associated with another business unit of Cox Media Group, LLC and its subsidiaries and affiliates than the one with which I am employed or associated as of the date of my acceptance of this Agreement, this agreement shall automatically be assigned to the new COMPANY.

I understand that in the course of my employment with COMPANY I may receive nonpublic information that COMPANY designates confidential or proprietary or that, given the nature of the information, would appear to a reasonable person to be confidential (“Confidential Information”).  Confidential Information does not include information regarding employee wages, hours, or other terms and conditions of employment unless and to the extent my specific job duties include maintaining such information confidentially. To the extent that I am not subject to confidentiality obligations at least as restrictive as the following, I agree that I will maintain the confidentiality of such Confidential Information, and will not publish, disclose, use, sell or offer to sell such Confidential Information without COMPANY’s prior approval.  My agreement to protect the confidentiality of such Confidential Information will last throughout my employment and for so long as such Confidential Information remains a trade secret, and in no event less than two years after the end of my employment with COMPANY. 

I acknowledge that it is COMPANY’s practice to respect the copyright, trademark, patent, trade secret and other proprietary rights (“Intellectual Property”) of others.  Accordingly, I will not disclose to COMPANY, or include or cause to be included in any COMPANY product or service, any Intellectual Property or confidential information that I gained through my employment with any previous employer not affiliated with Cox Media Group, LLC unless it is determined that COMPANY has all rights necessary to use such information.  To the extent that I may own any copyright, trademark, patent, trade secret or other proprietary rights (“Intellectual Property”), I agree that if I include any of my own Intellectual Property in any Work Product, I automatically grant COMPANY a royalty-free, fully-paid, irrevocable, sublicensable, assignable, nonexclusive license to that Intellectual Property for whatever rights may be necessary for the applicable product or service.

To the extent that I am not subject to an employment agreement that pertains to promotional use of my name and likeness and that, as part of my job duties, I am a public persona for COMPANY, I agree that COMPANY and those authorized by COMPANY, have the royalty-free right to make or cause to have made likenesses, portraits, sketches, and caricatures of me, as well as to use my name, pseudonyms, biography, or endorsements, in any media, provided that such use is limited to purposes incidental to publishing, broadcasting, merchandising, sales promotion, and advertising activities of COMPANY or those so authorized.  I agree that COMPANY also has the right to make recordings, transcriptions and videos of me performing my job duties for COMPANY, and COMPANY may broadcast and stream such recordings, transcriptions and videos.  This provision applies to COMPANY employees who are or have become public personas in positions such as, but not limited to, on-air (including internet) talent such as disk jockeys, news reporters, and radio, TV or online program hosts.

I agree and understand that this Agreement is subject to the law of the state in which COMPANY has its principal office, without regard to that state’s conflict of law provisions.  The agreement is binding upon me and my heirs, executors, administrators and assigns.  If any provision of this Agreement is unenforceable for any reason, I agree that such provision will be conformed to the applicable law rather than voided in order to achieve the intentions of the parties to the maximum extent possible.  Should any provision be deemed non-conformable, such provision will be deemed separable and will not affect the validity of any other provision of this Agreement.

I further agree that this Agreement does not provide or imply the duration or other terms or conditions of my employment.  To the extent that any provision of this Agreement conflicts with a provision of another agreement between me and the COMPANY or Cox Media Group, LLC (including its subsidiaries and affiliates), unless stated otherwise, this Agreement shall control for such conflicting provision, but all other provisions of such other agreement shall remain in effect.

By signing my name below, I acknowledge that I received a copy of this Agreement and  hereby certify that I have read, understood and accepted the Agreement and agree to be bound by its terms.                                                                                                                                              

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