SAME TO THE
COMPANY AND HEREBY IRREVOCABLY ASSIGNS, TRANSFERS AND CONVEYS, TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, AND AT THE COMPANY'S SOLE EXPENSE, ALL
RIGHTS AND INTELLECTUAL PROPERTY RIGHTS THEREIN (INCLUDING RIGHTS UNDER PATENT,
INDUSTRIAL PROPERTY, COPYRIGHT, TRADEMARK, TRADE SECRET, UNFAIR COMPETITION AND
RELATED LAWS) TO THE COMPANY TO THE EXTENT OWNERSHIP OF ANY SUCH RIGHTS DOES NOT
VEST ORIGINALLY IN THE COMPANY.
C.
EXECUTIVE AGREES TO KEEP AND MAINTAIN
ADEQUATE AND CURRENT WRITTEN RECORDS (IN THE FORM OF NOTES, SKETCHES, DRAWINGS,
AND ANY OTHER FORM OR MEDIA REQUESTED BY THE COMPANY) OF ALL COMPANY WORKS.
THE
RECORDS WILL BE AVAILABLE TO AND REMAIN THE SOLE PROPERTY AND INTELLECTUAL
PROPERTY OF THE COMPANY AT ALL TIMES.
8
D.
EXECUTIVE SHALL TAKE ALL REQUESTED
ACTIONS AND EXECUTE ALL REQUESTED DOCUMENTS (INCLUDING ANY LICENSES OR
ASSIGNMENTS REQUIRED BY A GOVERNMENT CONTRACT) AT THE COMPANY'S EXPENSE (BUT
WITHOUT FURTHER REMUNERATION) TO ASSIST THE COMPANY IN VALIDATING, MAINTAINING,
PROTECTING, ENFORCING, PERFECTING, RECORDING, PATENTING OR REGISTERING ANY OF
THE COMPANY'S RIGHTS IN THE PRIOR WORKS AND COMPANY WORKS AS SET FORTH IN THIS
SECTION 4.
IF THE COMPANY IS UNABLE FOR ANY OTHER REASON TO SECURE EXECUTIVE'S
SIGNATURE ON ANY DOCUMENT FOR THIS PURPOSE, THEN EXECUTIVE HEREBY IRREVOCABLY
DESIGNATES AND APPOINTS THE COMPANY AND ITS DULY AUTHORIZED OFFICERS AND AGENTS
AS EXECUTIVE'S AGENT AND ATTORNEY IN FACT, TO ACT FOR AND IN EXECUTIVE'S BEHALF
AND STEAD TO EXECUTE ANY DOCUMENTS AND TO DO ALL OTHER LAWFULLY PERMITTED ACTS
IN CONNECTION WITH THE FOREGOING.
E.
EXCEPT AS MAY OTHERWISE BE REQUIRED
UNDER SECTION 4(A) ABOVE, EXECUTIVE SHALL NOT IMPROPERLY USE FOR THE BENEFIT OF,
BRING TO ANY PREMISES OF, DIVULGE, DISCLOSE, COMMUNICATE, REVEAL, TRANSFER OR
PROVIDE ACCESS TO, OR SHARE WITH THE COMPANY ANY CONFIDENTIAL, PROPRIETARY OR
NON-PUBLIC INFORMATION OR INTELLECTUAL PROPERTY RELATING TO A FORMER EMPLOYER OR
OTHER THIRD PARTY WHICH EXECUTIVE KNOWS OR REASONABLY SHOULD HAVE KNOWN IS
CONFIDENTIAL, PROPRIETARY OR NON-PUBLIC INFORMATION OR INTELLECTUAL PROPERTY OF
SUCH THIRD PARTY WITHOUT THE PRIOR WRITTEN PERMISSION OF SUCH THIRD PARTY.
EXECUTIVE HEREBY INDEMNIFIES, HOLDS HARMLESS AND AGREES TO DEFEND THE COMPANY
AND ITS OFFICERS, DIRECTORS, PARTNERS, EXECUTIVES, AGENTS AND REPRESENTATIVES
FROM ANY BREACH OF THE FOREGOING COVENANT.
EXECUTIVE SHALL COMPLY WITH ALL
RELEVANT POLICIES AND GUIDELINES OF THE COMPANY, INCLUDING REGARDING THE
PROTECTION OF CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY AND POTENTIAL
CONFLICTS OF INTEREST.
EXECUTIVE ACKNOWLEDGES THAT THE COMPANY MAY AMEND ANY
SUCH POLICIES AND GUIDELINES FROM TIME TO TIME, AND THAT EXECUTIVE REMAINS AT
ALL TIMES BOUND BY THEIR MOST CURRENT VERSION.
F.
THE PROVISIONS OF SECTIONS 4 AND 5
SHALL SURVIVE THE TERMINATION OF EXECUTIVE'S EMPLOYMENT FOR ANY REASON.
5.
SPECIFIC PERFORMANCE.
A.
EXECUTIVE ACKNOWLEDGES AND AGREES THAT
IN THE COURSE OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, EXECUTIVE WILL BE
PROVIDED WITH ACCESS TO CONFIDENTIAL INFORMATION, AND WILL BE PROVIDED WITH THE
OPPORTUNITY TO DEVELOP RELATIONSHIPS WITH CLIENTS, PROSPECTIVE CLIENTS,
EMPLOYEES AND OTHER AGENTS OF THE COMPANY, AND EXECUTIVE FURTHER ACKNOWLEDGES
THAT SUCH CONFIDENTIAL INFORMATION AND RELATIONSHIPS ARE EXTREMELY VALUABLE