OF EXECUTIVE'S OR OF OTHERS WHO WERE UNDER
CONFIDENTIALITY OBLIGATIONS AS TO THE ITEM OR ITEMS INVOLVED OR IMPROVEMENTS OR
NEW VERSIONS THEREOF.
(B)
FORMER EMPLOYER INFORMATION.
EXECUTIVE AGREES THAT HE WILL NOT,
DURING HIS EMPLOYMENT WITH THE COMPANY, IMPROPERLY USE OR DISCLOSE ANY
PROPRIETARY INFORMATION OR TRADE SECRETS OF ANY FORMER EMPLOYER OR OTHER PERSON
OR ENTITY AND THAT HE WILL NOT BRING ONTO THE PREMISES OF THE COMPANY ANY
UNPUBLISHED DOCUMENT OR PROPRIETARY INFORMATION BELONGING TO ANY SUCH EMPLOYER,
PERSON OR ENTITY UNLESS CONSENTED TO IN WRITING BY SUCH EMPLOYER, PERSON OR
ENTITY.
(C)
THIRD PARTY INFORMATION.
EXECUTIVE RECOGNIZES THAT THE COMPANY
HAS RECEIVED AND IN THE FUTURE WILL RECEIVE FROM THIRD PARTIES THEIR
CONFIDENTIAL OR PROPRIETARY INFORMATION SUBJECT TO A DUTY ON THE COMPANY'S PART
TO MAINTAIN THE CONFIDENTIALITY OF SUCH INFORMATION AND TO USE IT ONLY FOR
CERTAIN LIMITED PURPOSES.
EXECUTIVE AGREES TO HOLD ALL SUCH CONFIDENTIAL OR
PROPRIETARY INFORMATION IN THE STRICTEST CONFIDENCE AND NOT TO DISCLOSE IT TO
ANY PERSON, FIRM OR CORPORATION OR TO USE IT EXCEPT AS NECESSARY IN CARRYING OUT
EXECUTIVE'S WORK FOR THE COMPANY CONSISTENT WITH THE COMPANY'S AGREEMENT WITH
SUCH THIRD PARTY.
4.
INVENTIONS.
(A)
INVENTIONS RETAINED AND LICENSED.
AS PREVIOUSLY REPRESENTED IN
EXECUTIVE'S PRIOR EMPLOYMENT AGREEMENTS WITH THE COMPANY AND THE AMENDMENTS
THERETO, EXECUTIVE HAS NO INVENTIONS, ORIGINAL WORKS OF AUTHORSHIP,
DEVELOPMENTS, IMPROVEMENTS, AND TRADE SECRETS WHICH WERE MADE BY HIM PRIOR TO
HIS EMPLOYMENT WITH THE COMPANY (COLLECTIVELY REFERRED TO AS "PRIOR
INVENTIONS"), WHICH BELONG TO HIM, WHICH RELATE TO THE COMPANY'S PROPOSED
BUSINESS, PRODUCTS OR RESEARCH AND DEVELOPMENT, AND WHICH WERE NOT PREVIOUSLY
ASSIGNED TO THE COMPANY.
IF IN THE COURSE OF EXECUTIVE'S EMPLOYMENT WITH THE
COMPANY, EXECUTIVE INCORPORATES INTO A COMPANY PRODUCT, PROCESS OR SERVICE A
PRIOR INVENTION OWNED BY EXECUTIVE OR IN WHICH EXECUTIVE HAS AN INTEREST,
EXECUTIVE HEREBY GRANTS TO THE COMPANY A NONEXCLUSIVE, ROYALTY-FREE, FULLY
PAID-UP, IRREVOCABLE, PERPETUAL, WORLDWIDE LICENSE TO MAKE, HAVE MADE, MODIFY,
USE AND SELL SUCH PRIOR INVENTION AS PART OF OR IN CONNECTION WITH SUCH PRODUCT,
PROCESS OR SERVICE, AND TO PRACTICE ANY METHOD RELATED THERETO.
(B)
ASSIGNMENT OF INVENTIONS.
EXECUTIVE AGREES THAT EXECUTIVE WILL
PROMPTLY MAKE FULL WRITTEN DISCLOSURE TO THE COMPANY, WILL HOLD IN TRUST FOR THE
SOLE RIGHT AND BENEFIT OF THE COMPANY, AND HEREBY ASSIGNS TO THE COMPANY, OR ITS
DESIGNEE, ALL EXECUTIVE'S RIGHT, TITLE, AND
2
INTEREST IN AND TO ANY AND ALL INVENTIONS, ORIGINAL WORKS OF AUTHORSHIP,
DEVELOPMENTS, CONCEPTS, IMPROVEMENTS, DESIGNS, DISCOVERIES, IDEAS, TRADEMARKS OR
TRADE SECRETS, WHETHER OR NOT PATENTABLE OR REGISTRABLE UNDER COPYRIGHT OR
SIMILAR LAWS, WHICH EXECUTIVE MAY SOLELY OR JOINTLY CONCEIVE OR DEVELOP OR
REDUCE TO PRACTICE, OR CAUSE TO BE CONCEIVED OR DEVELOPED OR REDUCED TO
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(F)
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