SUCH MATERIAL.
IF
REQUESTED BY THE COMPANY, THE EXECUTIVE WILL PROVIDE THE COMPANY WITH WRITTEN
CONFIRMATION THAT ALL SUCH MATERIALS HAVE BEEN DELIVERED TO THE COMPANY AS
PROVIDED HEREIN.
6.2
EXECUTIVE WORK PRODUCT: INVENTIONS.
(A)
IDEAS, PROCESSES, DEVELOPMENTS AND
DISCOVERIES CONCEIVED BY THE EXECUTIVE IN ANY WAY RELATED TO THE CONFIDENTIAL
INFORMATION OR THE DEVELOPMENT, PRODUCTION, FINANCING OR MARKETING ACTIVITIES
CARRIED ON BY THE COMPANY, WHETHER CONCEIVED ALONE OR WITH OTHERS DURING THE
PERFORMANCE OF HIS DUTIES, AND WHETHER OR NOT CONCEIVED DURING THE REGULAR
WORKING HOURS OF THE COMPANY (COLLECTIVELY, THE "EXECUTIVE WORK PRODUCT"), SHALL
BE THE SOLE AND EXCLUSIVE PROPERTY OF THE COMPANY, AND THE EXECUTIVE HEREBY
ASSIGNS TO THE COMPANY, HIS ENTIRE RIGHT, TITLE AND INTEREST IN AND TO THE
EXECUTIVE WORK PRODUCT.
THE COMPANY SHALL ALSO HAVE THE RIGHT TO KEEP ANY AND
ALL OF THE EXECUTIVE WORK PRODUCT AS ITS CONFIDENTIAL INFORMATION.
(B)
UNLESS AND EXCEPT TO THE EXTENT THAT THE
COMPANY SPECIFICALLY AGREES IN WRITING TO THE CONTRARY, THE EXECUTIVE HEREBY
AGREES, ACKNOWLEDGES AND CONFIRMS THAT ANY AND ALL WORK AND OTHER PRODUCTS TO
WHICH HE SHALL HAVE DIRECTLY OR INDIRECTLY CONTRIBUTED DURING THE TERM OR WHICH
OTHER EMPLOYEES SHALL HAVE PRODUCED OR TO WHICH THEY SHALL HAVE CONTRIBUTED
UNDER HIS SUPERVISION OR OTHERWISE DURING THE TERM SHALL BE DEEMED TO BE "WORKS
FOR HIRE" IN AND TO WHICH THE COMPANY SHALL HAVE FULL AND EXCLUSIVE RIGHT, TITLE
AND INTEREST.
THE EXECUTIVE SHALL EXECUTE ANY AND ALL DOCUMENTS REASONABLY
NECESSARY AND APPROPRIATE TO EVIDENCE THE FOREGOING, AND EXECUTIVE HEREBY
IRREVOCABLY APPOINTS THE COMPANY AS EXECUTIVE'S ATTORNEY IN FACT (WHICH
APPOINTMENT WILL BE DEEMED FOR CONSIDERATION AND COUPLED WITH AN INTEREST) TO
EXECUTE AND FILE ANY SUCH DOCUMENTS ON THE EXECUTIVE'S BEHALF.
(C)
THE EXECUTIVE WILL HOLD FOR THE COMPANY'S
SOLE BENEFIT ANY INVENTION, WHICH IS TO BE THE EXCLUSIVE PROPERTY OF THE COMPANY
REGARDLESS OF WHETHER ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHT OR
PROTECTION IS ISSUED.
ANY AND ALL INVENTIONS WILL BE PROMPTLY AND FULLY
DISCLOSED BY THE EXECUTIVE TO THE BOARD OR THE CEO, AND ARE HEREBY ASSIGNED TO
THE COMPANY, WITHOUT ANY ADDITIONAL COMPENSATION THEREFOR.
FOR PURPOSES OF THIS
AGREEMENT, "INVENTIONS" SHALL MEAN ALL INVENTIONS, PRODUCTS, DISCOVERIES,
IMPROVEMENTS, PROCESSES, MARKETING AND SERVICES METHODS OR TECHNIQUES, FORMULAE,
DESIGNS, STYLES, SPECIFICATIONS, DATA BASES, COMPUTER PROGRAMS (WHETHER IN
SOURCE CODE OR OBJECT CODE), KNOW-HOW, STRATEGIES AND DATA, WHETHER OR NOT
PATENTABLE OR REGISTRABLE UNDER COPYRIGHT OR SIMILAR STATUTES, MADE, DEVELOPED
OR CREATED BY THE EXECUTIVE, WHETHER AT THE REQUEST OR SUGGESTION OF THE COMPANY
OR OTHERWISE, WHETHER ALONE OR IN CONJUNCTION WITH OTHERS, AND WHETHER DURING
REGULAR HOURS OF WORK OR OTHERWISE, DURING THE PERIOD OF HIS EMPLOYMENT BY THE
COMPANY WHICH MAY PERTAIN TO THE BUSINESS, PRODUCTS OR PROCESSES OF THE COMPANY,
AND ALL PAPERS, DRAWINGS, MODELS, DATA, DOCUMENTS AND OTHER MATERIAL PERTAINING
TO OR IN ANY WAY RELATING TO ANY OF THE INVENTIONS.
10
6.3
NONDISPARAGEMENT.
THE EXECUTIVE AGREES THAT
HE WILL NOT AT ANY TIME (WHETHER DURING OR AFTER THE