PRE-EXISTING INVENTION,
IMPROVEMENT, DEVELOPMENT, CONCEPT, DISCOVERY OR OTHER PROPRIETARY INFORMATION
OWNED BY CONSULTANT OR IN WHICH CONSULTANT HAS AN INTEREST, (I) CONSULTANT WILL
INFORM COMPANY, IN WRITING BEFORE INCORPORATING SUCH INVENTION, IMPROVEMENT,
DEVELOPMENT, CONCEPT, DISCOVERY OR OTHER PROPRIETARY INFORMATION INTO ANY
INVENTION, AND (II) THE COMPANY IS HEREBY GRANTED A NONEXCLUSIVE, ROYALTY-FREE,
PERPETUAL, IRREVOCABLE, WORLDWIDE LICENSE TO MAKE, HAVE MADE, MODIFY, USE AND
SELL SUCH ITEM AS PART OF OR IN CONNECTION WITH SUCH INVENTION. CONSULTANT WILL
NOT INCORPORATE ANY INVENTION, IMPROVEMENT, DEVELOPMENT, CONCEPT, DISCOVERY OR
OTHER PROPRIETARY INFORMATION OWNED BY ANY THIRD PARTY INTO ANY INVENTION
WITHOUT COMPANY'S PRIOR WRITTEN PERMISSION.
D.
ATTORNEY-IN-FACT.
CONSULTANT AGREES THAT, IF THE COMPANY IS UNABLE
BECAUSE OF CONSULTANT'S UNAVAILABILITY, DISSOLUTION, MENTAL OR PHYSICAL
INCAPACITY, OR FOR ANY OTHER REASON, TO SECURE CONSULTANT'S SIGNATURE FOR THE
PURPOSE OF APPLYING FOR OR PURSUING ANY APPLICATION FOR ANY UNITED STATES OR
FOREIGN PATENTS OR MASK WORK OR COPYRIGHT REGISTRATIONS COVERING THE INVENTIONS
ASSIGNED TO THE COMPANY IN SECTION 3.A, THEN CONSULTANT HEREBY IRREVOCABLY
DESIGNATES AND APPOINTS THE COMPANY AND ITS DULY AUTHORIZED OFFICERS AND AGENTS
AS CONSULTANT'S AGENT AND ATTORNEY-IN-FACT, TO ACT FOR AND ON CONSULTANT'S
BEHALF TO EXECUTE AND FILE ANY SUCH APPLICATIONS AND TO DO ALL OTHER LAWFULLY
PERMITTED ACTS TO FURTHER THE PROSECUTION AND ISSUANCE OF PATENTS, COPYRIGHT AND
MASK WORK REGISTRATIONS WITH THE SAME LEGAL FORCE AND EFFECT AS IF EXECUTED BY
CONSULTANT.
4.
CONFLICTING OBLIGATIONS.
A.
CONFLICTS.
CONSULTANT CERTIFIES THAT CONSULTANT HAS NO OUTSTANDING
AGREEMENT OR OBLIGATION THAT IS IN CONFLICT WITH ANY OF THE PROVISIONS OF THIS
AGREEMENT OR THAT WOULD PRECLUDE CONSULTANT FROM COMPLYING WITH THE PROVISIONS
OF THIS AGREEMENT.
CONSULTANT WILL NOT ENTER INTO ANY SUCH CONFLICTING
AGREEMENT DURING THE TERM OF THIS AGREEMENT.
CONSULTANT'S VIOLATION OF THIS
SECTION 4.A WILL BE CONSIDERED A MATERIAL BREACH UNDER SECTION 6.B.
B.
SUBSTANTIALLY SIMILAR DESIGNS.
IN VIEW OF CONSULTANT'S ACCESS TO THE
COMPANY'S TRADE SECRETS AND PROPRIETARY KNOW-HOW, CONSULTANT AGREES THAT
CONSULTANT WILL NOT, WITHOUT COMPANY'S PRIOR WRITTEN APPROVAL, DESIGN IDENTICAL
OR SUBSTANTIALLY SIMILAR DESIGNS AS THOSE DEVELOPED UNDER THIS AGREEMENT FOR ANY
THIRD PARTY DURING THE TERM OF THIS AGREEMENT AND FOR A PERIOD OF 12 MONTHS
AFTER THE TERMINATION OF THIS AGREEMENT. CONSULTANT ACKNOWLEDGES THAT THE
OBLIGATIONS IN THIS SECTION 4 ARE ANCILLARY TO CONSULTANT'S NONDISCLOSURE
OBLIGATIONS UNDER SECTION 2.
5.
REPORTS.
CONSULTANT ALSO AGREES THAT CONSULTANT WILL, FROM TIME TO TIME
DURING THE TERM OF THIS AGREEMENT OR ANY EXTENSION THEREOF, KEEP THE COMPANY
ADVISED AS TO CONSULTANT'S PROGRESS IN PERFORMING THE SERVICES UNDER THIS
AGREEMENT.
CONSULTANT FURTHER AGREES THAT CONSULTANT WILL, AS REQUESTED BY THE
COMPANY, PREPARE WRITTEN REPORTS WITH RESPECT TO SUCH PROGRESS.
THE COMPANY AND
CONSULTANT AGREE THAT THE TIME REQUIRED TO PREPARE SUCH WRITTEN REPORTS WILL BE
CONSIDERED TIME DEVOTED TO THE PERFORMANCE OF THE SERVICES.
3
6.
TERM AND TERMINATION.
A.
TERM.
THE TERM OF THIS AGREEMENT WILL BEGIN ON THE DATE OF THIS AGREEMENT
AND WILL CONTINUE UNTIL THE EARLIER OF (I) FINAL COMPLETION OF THE SERVICES OR
(II) TERMINATION