ANY BUSINESS COMPETITIVE WITH THE COMPANY AND/OR ITS
SUBSIDIARIES AND/OR AFFILIATES.
(E)
PROPRIETARY RIGHTS; ASSIGNMENT.
ALL
EMPLOYEE DEVELOPMENTS (DEFINED BELOW) SHALL BE CONSIDERED WORKS MADE FOR HIRE BY
EXECUTIVE FOR THE COMPANY OR, AS APPLICABLE, ITS SUBSIDIARIES OR AFFILIATES, AND
EXECUTIVE AGREES THAT ALL RIGHTS OF ANY KIND IN ANY EMPLOYEE DEVELOPMENTS BELONG
EXCLUSIVELY TO THE COMPANY.
IN ORDER TO PERMIT THE COMPANY TO EXPLOIT SUCH
EMPLOYEE DEVELOPMENTS, EXECUTIVE SHALL PROMPTLY AND FULLY REPORT ALL SUCH
EMPLOYEE DEVELOPMENTS TO THE COMPANY.
EXCEPT IN FURTHERANCE OF HIS OBLIGATIONS
AS AN EMPLOYEE OF THE COMPANY, EXECUTIVE SHALL NOT USE OR REPRODUCE ANY PORTION
OF ANY RECORD ASSOCIATED WITH ANY EMPLOYEE DEVELOPMENT WITHOUT PRIOR WRITTEN
CONSENT OF THE COMPANY OR, AS APPLICABLE, ITS SUBSIDIARIES OR AFFILIATES.
EXECUTIVE AGREES THAT IN THE EVENT ACTIONS OF EXECUTIVE ARE REQUIRED TO ENSURE
THAT SUCH RIGHTS BELONG TO THE COMPANY UNDER APPLICABLE LAWS, EXECUTIVE WILL
COOPERATE AND TAKE WHATEVER SUCH ACTIONS ARE REASONABLY REQUESTED BY THE
COMPANY, WHETHER DURING OR AFTER THE TERM, AND WITHOUT THE NEED FOR SEPARATE OR
ADDITIONAL COMPENSATION.
"EMPLOYEE DEVELOPMENTS" MEANS ANY IDEA, KNOW-HOW,
DISCOVERY, INVENTION, DESIGN, METHOD, TECHNIQUE, IMPROVEMENT, ENHANCEMENT,
DEVELOPMENT, COMPUTER PROGRAM, MACHINE, ALGORITHM OR OTHER WORK OF AUTHORSHIP,
WHETHER DEVELOPED, CONCEIVED OR REDUCED TO PRACTICE DURING OR FOLLOWING THE
PERIOD OF EMPLOYMENT, THAT (I) CONCERNS OR RELATES TO THE ACTUAL OR ANTICIPATED
BUSINESS, RESEARCH OR DEVELOPMENT ACTIVITIES, OR OPERATIONS OF THE COMPANY OR
ANY OF ITS SUBSIDIARIES OR AFFILIATES, OR (II) RESULTS FROM OR IS SUGGESTED BY
ANY UNDERTAKING ASSIGNED TO EXECUTIVE OR WORK PERFORMED BY EXECUTIVE FOR OR ON
BEHALF OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES, WHETHER CREATED
ALONE OR WITH OTHERS, DURING OR AFTER WORKING HOURS, OR (III) USES, INCORPORATES
OR IS BASED ON COMPANY EQUIPMENT, SUPPLIES, FACILITIES, TRADE SECRETS OR
INVENTIONS OF ANY FORM OR TYPE.
ALL CONFIDENTIAL INFORMATION AND ALL EMPLOYEE
DEVELOPMENTS ARE AND SHALL REMAIN THE SOLE PROPERTY OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES OR AFFILIATES.
EXECUTIVE SHALL ACQUIRE NO PROPRIETARY INTEREST IN
ANY CONFIDENTIAL INFORMATION OR EMPLOYEE DEVELOPMENTS DEVELOPED OR ACQUIRED
DURING THE TERM.
TO THE EXTENT EXECUTIVE MAY, BY OPERATION OF LAW OR OTHERWISE,
ACQUIRE ANY RIGHT, TITLE OR INTEREST IN OR TO ANY CONFIDENTIAL INFORMATION OR
EMPLOYEE DEVELOPMENT, EXECUTIVE HEREBY ASSIGNS AND COVENANTS TO ASSIGN TO THE
COMPANY ALL SUCH PROPRIETARY RIGHTS WITHOUT THE NEED FOR A SEPARATE WRITING OR
ADDITIONAL COMPENSATION.
EXECUTIVE SHALL, BOTH DURING AND AFTER THE TERM, UPON
THE COMPANY'S REQUEST, PROMPTLY EXECUTE, ACKNOWLEDGE, AND DELIVER TO THE COMPANY
ALL SUCH ASSIGNMENTS, CONFIRMATIONS OF ASSIGNMENT, CERTIFICATES, AND
INSTRUMENTS, AND SHALL PROMPTLY PERFORM SUCH OTHER ACTS, AS THE COMPANY MAY FROM
TIME TO TIME IN ITS DISCRETION DEEM NECESSARY OR DESIRABLE TO EVIDENCE,
ESTABLISH, MAINTAIN, PERFECT, ENFORCE OR DEFEND THE COMPANY'S RIGHTS IN
CONFIDENTIAL INFORMATION AND EMPLOYEE DEVELOPMENTS.
(F)
COMPLIANCE WITH POLICIES AND PROCEDURES.
DURING THE PERIOD THAT EXECUTIVE IS EMPLOYED WITH THE COMPANY HEREUNDER,
EXECUTIVE SHALL ADHERE TO THE POLICIES AND STANDARDS OF PROFESSIONALISM SET
FORTH IN THE COMPANY'S POLICIES AND PROCEDURES AS