SUCH EMPLOYER,
PERSON OR ENTITY.
D.
THIRD PARTY CONFIDENTIAL INFORMATION.
CONSULTANT 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.
CONSULTANT AGREES THAT, DURING THE TERM OF THIS
AGREEMENT AND THEREAFTER, CONSULTANT OWES THE COMPANY AND SUCH THIRD PARTIES A
DUTY 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 THE SERVICES FOR THE COMPANY CONSISTENT
WITH THE COMPANY'S AGREEMENT WITH SUCH THIRD PARTY.
E.
RETURN OF MATERIALS.
UPON THE TERMINATION OF THIS AGREEMENT, OR UPON
COMPANY'S EARLIER REQUEST, CONSULTANT WILL DELIVER TO THE COMPANY ALL OF THE
COMPANY'S PROPERTY, INCLUDING BUT NOT LIMITED TO ALL ELECTRONICALLY STORED
INFORMATION AND PASSWORDS TO ACCESS SUCH PROPERTY, OR CONFIDENTIAL INFORMATION
THAT CONSULTANT MAY HAVE IN CONSULTANT'S POSSESSION OR CONTROL.
3.
OWNERSHIP.
A.
ASSIGNMENT.
CONSULTANT AGREES THAT ALL COPYRIGHTABLE MATERIAL, NOTES,
RECORDS, DRAWINGS, DESIGNS, INVENTIONS, IMPROVEMENTS, DEVELOPMENTS, DISCOVERIES
AND TRADE SECRETS CONCEIVED, DISCOVERED, DEVELOPED OR REDUCED TO PRACTICE BY
CONSULTANT, SOLELY OR IN COLLABORATION WITH OTHERS, DURING THE TERM OF THIS
AGREEMENT THAT RELATE IN ANY MANNER TO THE BUSINESS OF THE COMPANY THAT
CONSULTANT MAY BE DIRECTED TO UNDERTAKE, INVESTIGATE OR EXPERIMENT WITH OR THAT
CONSULTANT MAY BECOME ASSOCIATED WITH IN WORK, INVESTIGATION OR EXPERIMENTATION
IN THE COMPANY'S LINE OF BUSINESS IN PERFORMING THE SERVICES UNDER THIS
AGREEMENT (COLLECTIVELY, "INVENTIONS"), ARE THE SOLE PROPERTY OF THE COMPANY.
CONSULTANT ALSO AGREES TO ASSIGN (OR CAUSE TO BE ASSIGNED) AND HEREBY ASSIGNS
FULLY TO THE COMPANY ALL INVENTIONS AND ANY COPYRIGHTS, PATENTS, MASK WORK
RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS RELATING TO ALL INVENTIONS.
B.
FURTHER ASSURANCES.
CONSULTANT AGREES TO ASSIST COMPANY, OR ITS DESIGNEE,
AT THE COMPANY'S EXPENSE, IN EVERY PROPER WAY TO SECURE THE COMPANY'S RIGHTS IN
INVENTIONS AND ANY COPYRIGHTS, PATENTS, MASK WORK RIGHTS OR OTHER INTELLECTUAL
PROPERTY RIGHTS RELATING TO ALL INVENTIONS IN ANY AND ALL COUNTRIES, INCLUDING
THE DISCLOSURE TO THE COMPANY OF ALL PERTINENT INFORMATION AND DATA WITH RESPECT
TO ALL INVENTIONS, THE EXECUTION OF ALL APPLICATIONS, SPECIFICATIONS, OATHS,
ASSIGNMENTS AND ALL OTHER INSTRUMENTS THAT THE COMPANY MAY 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 RIGHT,
TITLE AND INTEREST IN AND TO ALL INVENTIONS, AND ANY COPYRIGHTS, PATENTS, MASK
WORK RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS RELATING TO ALL INVENTIONS.
CONSULTANT ALSO AGREES THAT CONSULTANT'S OBLIGATION TO EXECUTE OR CAUSE TO BE
EXECUTED ANY SUCH INSTRUMENT OR PAPERS SHALL CONTINUE AFTER THE TERMINATION OF
THIS AGREEMENT.
2
C. PRE-EXISTING MATERIALS.
SUBJECT TO SECTION 3.A, CONSULTANT AGREES THAT IF,
IN THE COURSE OF PERFORMING THE SERVICES, CONSULTANT INCORPORATES INTO ANY
INVENTION DEVELOPED UNDER THIS AGREEMENT ANY