7.1 As part of his/her employment with the Company, the Employee is expected to make newcontributions of value. Accordingly, during his/her employment with the Company, the Employeeshall promptly disclose to the Company any and all inventions, ideas, discoveries, trade secrets,works of authorship, computer software programs, know-how, processes, or improvements (collectivelyas Inventions, which terms shall include the singular) whether or not patentable orcopyrightable, that the Employee may make, devise, conceive, create, design, invent or develop,either solely or jointly, whether or not at the Companys suggestion, during or outside of normalworking hours, that relate to, or are capable of use in connection with, the Companys, or anymember of the Virbac Groups, business including any services or products offered by any member ofthe Virbac Group. All such Inventions shall immediately become the exclusive property of theCompany and shall be deemed as works for hire. If any of the foregoing are determined not to beworks for hire, then the Employee hereby agrees to assign any and all rights, including rights toobtain patents or copyright registrations, to such Inventions directly to the Company. At any timeupon the Companys request, the Employee shall, without additional compensation, assist the Companyin any way necessary, including executing documents, to accomplish the following: (a) perfect theCompanys right, title and interest in the Invention, (b) file or obtain patent or copyrightregistration on the Invention, and (c) protect and enforce the Companys rights in the Invention.
8.0 RETURN OF COMPANY PROPERTY.
8.1 All correspondence, records, documents, manuals, and promotional materials, including allcopies, in any format whatsoever, and all other Company and/or Virbac Group property, includingkeys, passwords, access codes, credit cards, mobile telephones, pagers, and computer equipmentwhich come into the Employees possession by, through or in the course of his/her employment,regardless of the source and whether created by the Employee, are the sole and exclusive propertyof the Company and/or the Virbac Group, as the case may be. Immediately upon the termination ofthe Employees employment, the Employee shall return to the Company, or the appropriate member ofthe Virbac Group as the case may be, all such Company and/or Virbac Group property. The Employeeacknowledges and agrees that the Company may withhold any sums otherwise due to the Employee upontermination until the Employee has satisfied all of his/her obligations under this Section 8.1.
9.0 TERMINATION OF EMPLOYMENT.
9.1 In furtherance of the at-will nature of employment with the Company, both the Employee andthe Company may terminate the employment relationship at any time for any reason whatsoever.
9.2 Upon termination, the Employee shall receive payment for (a) base salary through the dateof termination, (b) accrued vacation, (c) any unreimbursed business expenses for which the Employeemay be eligible for reimbursement pursuant to Company policy as referenced in Section 4.4 of thisAgreement, and (d) any other amounts to which Employee may be eligible for pursuant to any Employeebenefit plans then in effect pursuant to the terms of such plans. If the employment relationshipis terminated on the basis of evidence that Employee engaged in fraud, embezzlement, theft,dishonesty, harassment, discrimination or other gross misconduct, as determined by the Company, theEmployee acknowledges and agrees that he/she shall forfeit claims after the Employees last day ofemployment for any unreimbursed business expenses or accrued vacation time.
9.3 The Employees employment will terminate immediately upon his/her death or permanentdisability, and the Company shall not have any further liability or obligation to the Employee,his/her executors, heirs, assigns or any other person claiming under or through his/her estate,except that the Employee or the Employees estate shall receive any amounts due to the Employeeupon termination of employment pursuant to Section 9.2 of this Agreement. The term permanentlydisabled for the purposes of this Agreement means the inability, due to physical or mental illhealth, to perform the Employees essential duties, with or without a reasonable accommodation, for120 days or more during any consecutive 365-day period.