PRACTICE, DURING THE PERIOD OF TIME
EXECUTIVE IS IN THE EMPLOY OF THE COMPANY (COLLECTIVELY REFERRED TO AS
"INVENTIONS"), EXCEPT AS PROVIDED IN SECTION 4.6 BELOW.
EXECUTIVE FURTHER
ACKNOWLEDGES THAT ALL ORIGINAL WORKS OF AUTHORSHIP WHICH ARE MADE BY HIM (SOLELY
OR JOINTLY WITH OTHERS) WITHIN THE SCOPE OF AND DURING THE PERIOD OF HIS
EMPLOYMENT WITH THE COMPANY, AND WHICH ARE PROTECTIBLE BY COPYRIGHT, ARE "WORKS
MADE FOR HIRE," AS THAT TERM IS DEFINED IN THE UNITED STATES COPYRIGHT ACT.
EXECUTIVE UNDERSTANDS AND AGREES THAT THE DECISION WHETHER OR NOT TO
COMMERCIALIZE OR MARKET ANY INVENTION DEVELOPED BY EXECUTIVE SOLELY OR JOINTLY
WITH OTHERS IS WITHIN THE COMPANY'S SOLE DISCRETION AND FOR THE COMPANY'S SOLE
BENEFIT AND THAT NO ROYALTY WILL BE DUE TO EXECUTIVE AS A RESULT OF THE
COMPANY'S EFFORTS TO COMMERCIALIZE OR MARKET ANY SUCH INVENTION.
4.3
INVENTIONS ASSIGNED TO THE UNITED STATES.
EXECUTIVE AGREES TO ASSIGN TO
THE UNITED STATES GOVERNMENT ALL HIS RIGHT, TITLE, AND INTEREST IN AND TO ANY
AND ALL INVENTIONS WHENEVER SUCH FULL TITLE IS REQUIRED TO BE IN THE UNITED
STATES BY A CONTRACT BETWEEN THE COMPANY AND THE UNITED STATES OR ANY OF ITS
AGENCIES.
4.4
MAINTENANCE OF RECORDS.
EXECUTIVE AGREES TO KEEP AND MAINTAIN ADEQUATE AND
CURRENT WRITTEN RECORDS OF ALL INVENTIONS MADE BY EXECUTIVE (SOLELY OR JOINTLY
WITH OTHERS) DURING THE PERIOD OF HIS EMPLOYMENT WITH THE COMPANY.
THE RECORDS
WILL BE IN THE FORM OF NOTES, SKETCHES, DRAWINGS, AND ANY OTHER FORMAT THAT MAY
BE SPECIFIED BY THE COMPANY.
THE RECORDS WILL BE AVAILABLE TO AND REMAIN THE
SOLE PROPERTY OF THE COMPANY AT ALL TIMES.
4.5
PATENT AND COPYRIGHT REGISTRATIONS.
EXECUTIVE AGREES TO ASSIST THE
COMPANY, OR ITS DESIGNEE, AT THE COMPANY'S EXPENSE, IN EVERY PROPER WAY TO
SECURE THE INTELLECTUAL PROPERTY RIGHTS RELATING THERETO IN ANY AND ALL
COUNTRIES, INCLUDING THE DISCLOSURE TO THE COMPANY OF ALL PERTINENT INFORMATION
AND DATA WITH RESPECT THERETO, THE EXECUTION OF ALL APPLICATIONS,
SPECIFICATIONS, OATHS, ASSIGNMENTS AND ALL OTHER INSTRUMENTS WHICH THE COMPANY
SHALL DEEM NECESSARY IN ORDER TO APPLY FOR AND OBTAIN SUCH RIGHTS AND IN ORDER
TO ASSIGN AND CONVEY TO THE COMPANY, ITS SUCCESSORS, ASSIGNS, AND NOMINEES THE
SOLE AND EXCLUSIVE RIGHTS, TITLE AND INTEREST IN AND TO SUCH INVENTIONS, AND ANY
COPYRIGHTS, PATENTS, MASK WORK RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS
RELATING THERETO.
EXECUTIVE FURTHER AGREES THAT HIS OBLIGATION TO EXECUTE OR
CAUSE TO BE
3
EXECUTED WHEN IT IS IN HIS POWER TO DO SO, ANY SUCH INSTRUMENT OR PAPERS SHALL
CONTINUE AFTER THE TERMINATION OF THIS AGREEMENT.
IF THE COMPANY IS UNABLE
BECAUSE OF EXECUTIVE'S MENTAL OR PHYSICAL INCAPACITY OR FOR ANY OTHER REASON TO
SECURE EXECUTIVE'S SIGNATURE TO APPLY FOR OR TO PURSUE ANY APPLICATION FOR ANY
UNITED STATES OR FOREIGN PATENTS OR COPYRIGHT REGISTRATIONS COVERING INVENTIONS
OR ORIGINAL WORKS OF AUTHORSHIP ASSIGNED TO THE COMPANY AS ABOVE, THEN EXECUTIVE
HEREBY IRREVOCABLY DESIGNATES AND APPOINTS THE COMPANY AND ITS DULY AUTHORIZED
OFFICERS AND AGENTS AS HIS AGENT AND ATTORNEY IN