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.
(C)
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.
(D)
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.
(E)
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 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 OR OTHER INTELLECTUAL PROPERTY RIGHTS
RELATING THERETO.
EXECUTIVE FURTHER AGREES THAT HIS OBLIGATION TO EXECUTE OR
CAUSE TO BE 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 FACT, TO ACT
FOR AND IN EXECUTIVE'S BEHALF AND STEAD TO EXECUTE AND FILE ANY SUCH
APPLICATIONS AND TO DO ALL OTHER LAWFULLY PERMITTED ACTS TO FURTHER THE
PROSECUTION AND ISSUANCE OF LETTERS PATENT OR COPYRIGHT REGISTRATIONS THEREON