(II)
RESULT FROM, RELATE TO, OR ARISE OUT OF TASKS ASSIGNED TO EXECUTIVE BY THE
COMPANY OR ITS AFFILIATES; OR (III) RESULT FROM, RELATE TO, OR ARISE OUT OF THE
USE OF THE PREMISES OR PERSONAL PROPERTY (WHETHER TANGIBLE OR INTANGIBLE) OWNED,
LEASED OR CONTRACTED FOR BY THE COMPANY OR ITS AFFILIATES.
EXECUTIVE AGREES
THAT ANY WORK PRODUCT SHALL BE THE PROPERTY OF THE COMPANY AND, IF SUBJECT TO
COPYRIGHT, SHALL BE CONSIDERED A "WORK MADE FOR HIRE" WITHIN THE MEANING OF THE
COPYRIGHT ACT OF 1976, AS AMENDED (THE "ACT").
IF AND TO THE EXTENT THAT ANY
SUCH WORK PRODUCT IS FOUND AS A MATTER OF LAW NOT TO BE A "WORK MADE FOR HIRE"
WITHIN THE MEANING OF THE ACT, OR IS OTHERWISE NOT OWNED BY SUCH COMPANY AS A
MATTER OF LAW, EXECUTIVE EXPRESSLY ASSIGNS TO SUCH COMPANY ALL RIGHT, TITLE AND
INTEREST IN AND TO THE WORK PRODUCT, AND ALL COPIES THEREOF, AND THE COPYRIGHT,
PATENT, TRADEMARK, TRADE SECRET AND ALL INTELLECTUAL PROPERTY OR OTHER
PROPRIETARY RIGHTS IN THE WORK PRODUCT, WITHOUT FURTHER CONSIDERATION, FREE FROM
ANY CLAIM, LIEN FOR BALANCE DUE OR RIGHTS OF RETENTION THERETO ON THE PART OF
EXECUTIVE.
(A)
THE COMPANY HEREBY NOTIFIES EXECUTIVE THAT THE PRECEDING PARAGRAPH
DOES NOT APPLY TO ANY INVENTIONS FOR WHICH NO EQUIPMENT, SUPPLIES, FACILITY, OR
TRADE SECRET INFORMATION OF THE COMPANY WAS USED AND WHICH WAS DEVELOPED
ENTIRELY ON THE EXECUTIVE'S OWN TIME, UNLESS:
(I) THE INVENTION RELATES (A) TO
THE COMPANY'S BUSINESS, OR (B) TO THE COMPANY'S ACTUAL OR DEMONSTRABLY
ANTICIPATED RESEARCH OR DEVELOPMENT, OR (II) THE INVENTION RESULTS FROM ANY WORK
PERFORMED BY THE EXECUTIVE FOR THE COMPANY.
(B)
EXECUTIVE AGREES THAT EXECUTIVE WILL, DURING HIS EMPLOYMENT AND AT
ANY TIME THEREAFTER, AT THE REQUEST AND COST OF THE COMPANY, EXECUTE ALL SUCH
DOCUMENTS AND PERFORM ALL SUCH ACTS AS THE COMPANY OR ITS DULY AUTHORIZED AGENTS
MAY REASONABLY REQUIRE:
(I) TO APPLY FOR, PROSECUTE, REGISTER OR OTHERWISE
OBTAIN AND VEST IN THE NAME OF THE COMPANY ALONE (UNLESS THE COMPANY OTHERWISE
DIRECTS) ALL RIGHT, TITLE AND INTEREST IN AND TO LETTERS PATENT, COPYRIGHTS,
TRADE MARKS, TRADE SECRETS, OR OTHER INTELLECTUAL PROPERTY, PROPRIETARY OR
ANALOGOUS PROTECTION IN ANY COUNTRY THROUGHOUT THE WORLD, AND WHEN SO OBTAINED
OR VESTED TO RENEW, AMEND MODIFY, REISSUE, RE-EXAMINE, MAINTAIN AND RESTORE THE
SAME AS REQUIRED; AND (II) TO DEFEND ANY OPPOSITION OR OTHER ADMINISTRATIVE OR
COURT PROCEEDINGS IN RESPECT OF SUCH APPLICATIONS, REGISTRATIONS OR OTHER
INTELLECTUAL PROPERTY RIGHTS AND ANY OPPOSITION PROCEEDINGS OR PETITIONS OR
APPLICATIONS FOR REVOCATION OF SUCH LETTERS PATENT, COPYRIGHT AND OTHER
ANALOGOUS PROTECTION AND ALL OTHER ANALOGOUS PROCEEDINGS IN ANY COUNTRY
THROUGHOUT THE WORLD.
(C)
IN THE EVENT THAT THE COMPANY IS UNABLE, AFTER REASONABLE EFFORT,
TO SECURE EXECUTIVE'S SIGNATURE ON ANY DOCUMENT REQUIRED FOR THE APPLICATION,
REGISTRATION, ISSUANCE, PROSECUTION, OR MAINTENANCE OF ANY LETTERS PATENT,
COPYRIGHT OR OTHER ANALOGOUS PROTECTION OF PROPRIETARY OR INTELLECTUAL PROPERTY
RIGHTS RELATING TO ANY WORK PRODUCT, WHETHER BECAUSE OF EXECUTIVE'S PHYSICAL OR
MENTAL INCAPACITY OR FOR ANY OTHER