COMPANY'S SOLE BENEFIT AND THAT NO ROYALTY WILL BE DUE TO EMPLOYEE AS A
RESULT OF THE COMPANY'S EFFORTS TO COMMERCIALIZE OR MARKET ANY SUCH INVENTIONS.
THE PARTIES AGREE THAT ANY AND ALL INVENTIONS, ORIGINAL WORKS OF AUTHORSHIP,
DEVELOPMENT, CONCEPTS, IMPROVEMENTS, DESIGNS, DISCOVERIES, IDEAS, TRADEMARKS OR
TRADE SECRETS, WHETHER OR NOT PATENTABLE OR REGISTRABLE UNDER COPYRIGHT OR
SIMILAR LAWS WHICH ARE MADE BY EMPLOYEE (SOLELY OR JOINTLY WITH OTHERS) THAT ARE
NOT WITHIN THE SCOPE OF HIS DUTIES FOR THE COMPANY (I.E., NOT DURING THE TIME
THAT HE IS ACTUALLY PERFORMING DUTIES FOR THE COMPANY) (COLLECTIVELY REFERRED TO
AS "NON-COMPANY INVENTIONS") SHALL NOT BE SUBJECT TO THIS PARAGRAPH AND SHALL BE
THE SOLE PROPERTY OF EMPLOYEE AND THAT HE SHALL HAVE THE SOLE RIGHT, TITLE AND
INTEREST IN ANY SUCH NON-COMPANY INVENTIONS.
(C)
INVENTIONS ASSIGNED TO THE UNITED STATES.
EMPLOYEE AGREES TO ASSIGN TO THE UNITED STATES GOVERNMENT ALL HIS RIGHT, TITLE,
AND INTEREST IN AND TO ANY AND ALL COMPANY INVENTIONS WHENEVER SUCH FULL TITLE
IS REQUIRED TO BE IN THE UNITED STATES BY A CONTRACT BETWEEN THE COMPANY AND THE
UNITED STATES OR ANY OF ITS AGENCIES.
(D)
MAINTENANCE OF RECORDS.
EMPLOYEE AGREES TO
KEEP AND MAINTAIN ADEQUATE AND CURRENT WRITTEN RECORDS OF ALL INVENTIONS MADE BY
EMPLOYEE (SOLELY OR JOINTLY WITH OTHERS) DURING THE PERIOD OF HIS EMPLOYMENT
WITH THE COMPANY.
THE RECORDS WILL BE IN THE FORM OF DATED NOTES, SKETCHES,
DRAWINGS, AND ANY OTHER FORMAT THAT MAY BE SPECIFIED BY THE COMPANY.
THE
RECORDS WILL BE AVAILABLE TO AND REMAIN THE SOLE PROPERTY OF THE COMPANY AT ALL
TIMES.
(E)
PATENT AND COPYRIGHT REGISTRATIONS.
EMPLOYEE AGREES TO COOPERATE AND ASSIST THE COMPANY, OR ITS DESIGNEE, AGENTS,
AND REPRESENTATIVES, AT THE COMPANY'S EXPENSE, IN EVERY PROPER WAY TO SECURE AND
PERFECT THE COMPANY'S RIGHTS, TITLE AND INTEREST IN THE COMPANY INVENTIONS AND
ANY COPYRIGHTS, PATENTS, MASK WORK RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS
RELATING THERETO IN ANY AND ALL COUNTRIES, INCLUDING THE DISCLOSURE TO THE
COMPANY OF ALL PERTINENT INFORMATION AND DATA WITH RESPECT THERETO, THE
PREPARATION AND EXECUTION OF ALL APPLICATIONS, PATENT APPLICATIONS,
SPECIFICATIONS, OATHS, ASSIGNMENTS, STATEMENTS, DECLARATIONS, PETITIONS,
CERTIFICATES AND PETITIONS FOR CORRECTION AND ALL OTHER INSTRUMENTS WHICH THE
COMPANY OR ANY GOVERNMENT AGENCY SHALL DEEM NECESSARY IN ORDER TO APPLY FOR,
PROSECUTE, CORRECT AND OBTAIN SUCH RIGHTS AND IN ORDER TO ASSIGN AND CONVEY TO
THE COMPANY, ITS SUCCESSORS, ASSIGNS, AND NOMINEES THE SOLE AND EXCLUSIVE
RIGHTS, TITLE AND INTEREST IN AND TO SUCH COMPANY INVENTIONS, AND ANY
COPYRIGHTS, PATENTS, MASK WORK RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS
RELATING THERETO IN ANY AND ALL COUNTRIES.
EMPLOYEE FURTHER AGREES THAT HIS
OBLIGATION TO EXECUTE OR CAUSE TO BE EXECUTED, WHEN IT IS IN HIS POWER TO DO SO,
ANY SUCH INSTRUMENT OR PAPERS SHALL CONTINUE AFTER THE TERMINATION OF THIS
AGREEMENT WITHOUT FURTHER CONSIDERATION.
IN ADDITION, EMPLOYEE COVENANTS AND
AGREES TO TAKE NO ACTION THAT WOULD IMPAIR OR INTERFERE WITH THE COMPANY'S QUIET
ENJOYMENT OF ITS SOLE AND EXCLUSIVE RIGHTS, TITLE AND INTEREST IN