5.Las Cruces-based Aggie Corp is going to hire Phoenix-based GCU LLC to do some software development work for Aggie Corp. For the following three clauses: Who benefits more from the clause and why?

a.Non-Solicitation. During the Term and for one (1) years after, Aggie Corp shall not, and shall not assist any other person to, directly or indirectly, recruit or solicit for employment or engagement as an independent contractor any person then or within the prior six (6) months employed or engaged by GCU LLC. In the event of a violation of this clause, GCU LLC will be entitled to liquidated damages equal to the compensation paid by GCU LLC to the applicable employee or contractor during the prior six (6).

b.Work Product. All right, title and interest in and to (a) the work product and deliverables and (b) any other works or inventions developed under the agreement are and will remain, as appropriate, with GCU LLC. Aggie Corp has no right or license with respect to any work product except as expressly licensed under the Agreement. All other rights in and to the work product are expressly reserved by GCU LLC.

c.Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of New Mexico. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of New Mexico in each case located in Doa Ana County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.