COMPANY ANY UNPUBLISHED DOCUMENT OR PROPRIETARY INFORMATION BELONGING TO ANY
SUCH EMPLOYER, PERSON OR ENTITY UNLESS CONSENTED TO IN WRITING BY SUCH EMPLOYER,
PERSON OR ENTITY.
(C)
THIRD PARTY INFORMATION.
EMPLOYEE
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.
EMPLOYEE AGREES 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 EMPLOYEE'S WORK FOR THE COMPANY CONSISTENT WITH THE COMPANY'S
AGREEMENT WITH SUCH THIRD PARTY.
6.
INVENTIONS.
(A)
INVENTIONS RETAINED AND LICENSED.
EMPLOYEE
HAS NO INVENTIONS, ORIGINAL WORKS OF AUTHORSHIP, DEVELOPMENTS, IMPROVEMENTS, AND
TRADE SECRETS WHICH WERE MADE BY HIM PRIOR TO HIS EMPLOYMENT WITH THE COMPANY
(COLLECTIVELY REFERRED TO AS "PRIOR INVENTIONS"), WHICH BELONG TO HIM, WHICH
RELATE TO THE COMPANY'S PROPOSED BUSINESS, PRODUCTS OR RESEARCH AND DEVELOPMENT,
AND WHICH WERE NOT PREVIOUSLY ASSIGNED TO THE COMPANY.
IF IN THE COURSE OF
EMPLOYEE'S EMPLOYMENT WITH THE COMPANY, EMPLOYEE INCORPORATES INTO A COMPANY
PRODUCT, PROCESS OR SERVICE PRIOR INVENTIONS OWNED BY EMPLOYEE OR IN WHICH
EMPLOYEE HAS AN INTEREST, EMPLOYEE HEREBY GRANTS TO THE COMPANY A NONEXCLUSIVE,
ROYALTY-FREE, FULLY PAID-UP, IRREVOCABLE, PERPETUAL, WORLDWIDE LICENSE TO MAKE,
HAVE MADE, MODIFY, USE AND SELL SUCH PRIOR INVENTIONS AS PART OF OR IN
CONNECTION WITH SUCH PRODUCT, PROCESS OR SERVICE, AND TO PRACTICE ANY METHODS
RELATED THERETO.
(B)
ASSIGNMENT OF INVENTIONS.
EMPLOYEE AGREES
THAT HE WILL PROMPTLY MAKE FULL WRITTEN DISCLOSURE TO THE COMPANY, WILL HOLD IN
TRUST FOR THE SOLE RIGHT AND BENEFIT OF THE COMPANY, AND HEREBY ASSIGNS TO THE
COMPANY, OR ITS DESIGNEE, ALL OF EMPLOYEE'S RIGHT, TITLE, AND INTEREST IN AND TO
ANY AND ALL INVENTIONS, ORIGINAL WORKS OF AUTHORSHIP, DEVELOPMENTS, CONCEPTS,
IMPROVEMENTS, DESIGNS, DISCOVERIES, IDEAS, TRADEMARKS OR TRADE SECRETS, WHETHER
OR NOT PATENTABLE OR REGISTRABLE UNDER COPYRIGHT OR SIMILAR LAWS, WHICH EMPLOYEE
MAY SOLELY OR JOINTLY CONCEIVE OR DEVELOP OR REDUCE TO PRACTICE, OR CAUSE TO BE
CONCEIVED OR DEVELOPED OR REDUCED TO PRACTICE, AS A RESULT OF AND WITHIN THE
SCOPE OF HIS DUTIES AS AN EMPLOYEE OF THE COMPANY AND DURING THE PERIOD OF TIME
EMPLOYEE IS IN THE EMPLOY OF THE COMPANY (COLLECTIVELY REFERRED TO AS "COMPANY
INVENTIONS"), EXCEPT AS PROVIDED IN SECTION 6(F) BELOW.
EMPLOYEE FURTHER
ACKNOWLEDGES THAT ALL ORIGINAL WORKS OF AUTHORSHIP WHICH ARE MADE BY HIM (SOLELY
OR JOINTLY WITH OTHERS) WITHIN THE SCOPE OF AND DURING THE PERIOD OF HIS
EMPLOYMENT WITH THE COMPANY, AND WHICH ARE PROTECTABLE BY
3
COPYRIGHT, ARE "WORKS MADE FOR HIRE," AS THAT TERM IS DEFINED IN THE UNITED
STATES COPYRIGHT ACT.
EMPLOYEE UNDERSTANDS AND AGREES THAT THE DECISION WHETHER
OR NOT TO COMMERCIALIZE OR MARKET ANY COMPANY INVENTIONS DEVELOPED BY EMPLOYEE
SOLELY OR JOINTLY WITH OTHERS IS WITHIN THE COMPANY'S SOLE DISCRETION AND FOR
THE