OR ENTITY.
CONTRACTOR WILL
INDEMNIFY THE COMPANY AND HOLD IT HARMLESS FROM AND AGAINST ALL CLAIMS,
LIABILITIES, DAMAGES AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES AND
COSTS OF SUIT, ARISING OUT OF OR IN CONNECTION WITH ANY VIOLATION OR CLAIMED
VIOLATION OF A THIRD PARTY'S RIGHTS RESULTING IN WHOLE OR IN PART FROM THE
SERVICES PROVIDED BY CONTRACTOR UNDER THIS AGREEMENT.
(D)
THIRD PARTIES.
CONTRACTOR RECOGNIZES THAT
THE COMPANY HAS RECEIVED AND IN THE FUTURE WILL RECEIVE FROM THIRD PARTIES THEIR
CONFIDENTIAL OR PROPRIETARY INFORMATION OR TRADE SECRETS 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.
CONTRACTOR AGREES THAT CONTRACTOR
OWES THE COMPANY AND SUCH THIRD PARTIES, DURING THE TERM OF THIS AGREEMENT AND
THEREAFTER, A DUTY TO HOLD ALL SUCH CONFIDENTIAL OR PROPRIETARY INFORMATION OR
TRADE SECRETS 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 THE
SERVICES FOR THE COMPANY CONSISTENT WITH THE COMPANY'S AGREEMENT WITH SUCH THIRD
PARTY.
3
Initials: Contractor
/s/ J.R.A.
Accuray
/s/ D.M.
(E)
RETURN OF CONFIDENTIAL INFORMATION.
UPON
THE TERMINATION OF THIS AGREEMENT, OR UPON THE COMPANY'S EARLIER REQUEST,
CONTRACTOR WILL DELIVER TO THE COMPANY ALL OF THE COMPANY'S PROPERTY AND ALL
CONFIDENTIAL INFORMATION IN TANGIBLE FORM THAT CONTRACTOR MAY HAVE IN
CONTRACTOR'S POSSESSION OR CONTROL.
5.
Ownership.
(A)
INVENTIONS.
CONTRACTOR AGREES THAT ALL
COPYRIGHTABLE MATERIAL, NOTES, RECORDS, DRAWINGS, DESIGNS, INVENTIONS,
IMPROVEMENTS, DEVELOPMENTS, DISCOVERIES AND TRADE SECRETS (COLLECTIVELY,
"INVENTIONS") CONCEIVED, MADE OR DISCOVERED BY CONTRACTOR, SOLELY OR IN
COLLABORATION WITH OTHERS, DURING THE PERIOD OF THIS AGREEMENT WHICH RELATE IN
ANY MANNER TO THE BUSINESS OF THE COMPANY THAT CONTRACTOR MAY BE DIRECTED TO
UNDERTAKE, INVESTIGATE OR EXPERIMENT WITH, OR WHICH CONTRACTOR MAY BECOME
ASSOCIATED WITH AS A RESULT OF WORK, INVESTIGATION OR EXPERIMENTATION IN THE
LINE OF BUSINESS OF COMPANY IN PERFORMING THE SERVICES HEREUNDER (WHICH COMPANY
AND CONTRACTOR AGREE ARE RELATED TO SALES AND MARKETING), ARE THE SOLE PROPERTY
OF THE COMPANY.
CONTRACTOR FURTHER AGREES TO ASSIGN (OR CAUSE TO BE ASSIGNED)
AND DOES HEREBY ASSIGN FULLY TO THE COMPANY ALL SUCH INVENTIONS AND ANY
COPYRIGHTS, PATENTS, MASK WORK RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS
RELATING THERETO.
(B)
ASSISTANCE.
CONTRACTOR AGREES TO ASSIST
COMPANY, OR ITS DESIGNEE, AT THE COMPANY'S EXPENSE, IN EVERY PROPER WAY TO
SECURE THE COMPANY'S RIGHTS IN THE INVENTIONS AND ANY COPYRIGHTS, PATENTS, MASK
WORK RIGHTS OR OTHER 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