PATENTS, TRADE SECRETS,
KNOW-HOW, TECHNOLOGY, CONFIDENTIAL INFORMATION, IDEAS, COPYRIGHTS, TRADEMARKS,
AND SERVICE MARKS AND ANY AND ALL RIGHTS, APPLICATIONS, AND REGISTRATIONS
RELATING TO THEM.
(II)
INTELLECTUAL PROPERTY OR PARTS THEREOF
THAT ARE SUGGESTED BY ANY WORK, SERVICES OR DUTIES PERFORMED BY EXECUTIVE FOR
THE COMPANY OR AN AFFILIATE, EITHER WHILE PERFORMING EXECUTIVE'S DUTIES WITH THE
COMPANY OR AN AFFILIATE OR ON EXECUTIVE'S OWN TIME, BUT ONLY INSOFAR AS THE
INTELLECTUAL PROPERTY IS RELATED TO EXECUTIVE'S WORK AS AN EMPLOYEE OR OTHER
SERVICE PROVIDER TO THE COMPANY OR AN AFFILIATE.
(III)
INTELLECTUAL PROPERTY OR PARTS THEREOF THAT
ARE RELATED TO THE INDUSTRY OR TRADE OF THE COMPANY OR AN AFFILIATE.
(IV)
INTELLECTUAL PROPERTY OR PARTS THEREOF THAT
ARE RELATED TO THE CURRENT OR DEMONSTRABLY ANTICIPATED BUSINESS, RESEARCH, OR
DEVELOPMENT OF THE COMPANY OR AN AFFILIATE.
7
(B)
EXECUTIVE AGREES AND ACKNOWLEDGES THAT ANY
INTELLECTUAL PROPERTY THAT IS WORKED ON, DEVELOPED, OR IN ANY WAY CONCEIVED OF
OR COMMENCED IN ANY WAY DURING THE EMPLOYMENT PERIOD, INCLUDING ANY INTELLECTUAL
PROPERTY DEVELOPED SUBSEQUENT TO THE EMPLOYMENT PERIOD THAT CAN BE REASONABLY
SHOWN TO HAVE EVOLVED FROM OR GERMINATED DURING THE EMPLOYMENT PERIOD SHALL
PRESUMPTIVELY BELONG EXCLUSIVELY TO THE COMPANY OR AN AFFILIATE (OR THEIR
DESIGNEE).
(C)
EXECUTIVE WILL KEEP FULL AND COMPLETE
WRITTEN RECORDS (THE "RECORDS"), IN THE MANNER PRESCRIBED BY THE COMPANY, OF ALL
INTELLECTUAL PROPERTY, AND WILL PROMPTLY DISCLOSE ALL INTELLECTUAL PROPERTY
COMPLETELY AND IN WRITING TO THE COMPANY. THE RECORDS SHALL BE THE SOLE AND
EXCLUSIVE PROPERTY OF THE COMPANY, AND EXECUTIVE WILL SURRENDER THEM UPON THE
TERMINATION OF THE EMPLOYMENT PERIOD, OR UPON THE COMPANY'S REQUEST. EXECUTIVE
WILL ASSIGN TO THE COMPANY OR AN AFFILIATE THE INTELLECTUAL PROPERTY INCLUDING
ALL PATENTS, TRADEMARKS, AND/OR COPYRIGHTS THAT MAY ISSUE THEREON IN ANY AND ALL
COUNTRIES, WHETHER DURING OR SUBSEQUENT TO THE EMPLOYMENT PERIOD, TOGETHER WITH
THE RIGHT TO FILE, IN EXECUTIVE'S NAME OR IN THE NAME OF THE COMPANY OR AN
AFFILIATE (OR THEIR DESIGNEES), APPLICATIONS FOR PATENTS, TRADEMARKS, AND/OR
COPYRIGHTS AND EQUIVALENT RIGHTS (THE "APPLICATIONS"). EXECUTIVE WILL, AT ANY
TIME DURING AND SUBSEQUENT TO THE EMPLOYMENT PERIOD, MAKE SUCH APPLICATIONS,
SIGN SUCH PAPERS, TAKE ALL RIGHTFUL OATHS, AND PERFORM ALL ACTS AS MAY BE
REQUESTED FROM TIME TO TIME BY THE COMPANY OR AN AFFILIATE WITH RESPECT TO THE
INTELLECTUAL PROPERTY. EXECUTIVE WILL ALSO EXECUTE ASSIGNMENTS TO THE COMPANY OR
AN AFFILIATE (OR THEIR DESIGNEES) OF THE APPLICATIONS, AND GIVE THE COMPANY OR
AN AFFILIATE AND THEIR ATTORNEYS ALL REASONABLE ASSISTANCE (INCLUDING THE GIVING
OF TESTIMONY) TO OBTAIN THE INVENTIONS FOR ITS BENEFIT, ALL WITHOUT ADDITIONAL
COMPENSATION TO EXECUTIVE FROM THE COMPANY OR AN AFFILIATE, BUT ENTIRELY AT THE
COMPANY'S OR AN AFFILIATE'S EXPENSE.
(D)
IN ADDITION, THE INTELLECTUAL PROPERTY WILL
BE DEEMED WORK FOR HIRE, AS SUCH TERM IS DEFINED UNDER THE COPYRIGHT LAW OF THE
UNITED STATES, ON BEHALF OF THE COMPANY AND ITS AFFILIATES AND EXECUTIVE AGREES
THAT THE COMPANY OR AN AFFILIATE WILL BE THE SOLE OWNER OF THE INTELLECTUAL
PROPERTY, AND ALL UNDERLYING RIGHTS