given full
effect without regard to the invalid portions.
l.
Outside Activities.
The foregoing terms and conditions of this Section 14
shall not be
8
construed to prohibit Employee from engaging in Outside Activities.
15.
WORK FOR HIRE ACKNOWLEDGMENT; ASSIGNMENT.
EMPLOYEE AND COMPANY EACH
ACKNOWLEDGE AND AGREE THAT EMPLOYEE'S OUTSIDE ACTIVITIES DO NOT CONSTITUTE "WORK
FOR HIRE".
EMPLOYEE, HOWEVER, ACKNOWLEDGES THAT EXCEPT FOR ANY OUTSIDE
ACTIVITIES THAT MAY RELATE TO THE COMPANY'S BUSINESS OR THE COMPANY'S PRODUCTS,
WHICH SHALL BE EXCLUDED FROM THE DEFINITION OF "WORKS FOR HIRE" HEREUNDER,
EMPLOYEE'S WORK ON AND CONTRIBUTIONS TO DOCUMENTS, PROGRAMS, AND OTHER
EXPRESSIONS IN ANY TANGIBLE MEDIUM THAT RELATE TO THE COMPANY'S BUSINESS OR THE
COMPANY'S PRODUCTS (COLLECTIVELY, "WORKS") BEGINNING ON THE DATE OF EMPLOYMENT
AND THEREAFTER THROUGH THE TERMINATION DATE ARE WITHIN THE SCOPE OF EMPLOYEE'S
EMPLOYMENT AND PART OF EMPLOYEE'S DUTIES AND RESPONSIBILITIES.
EMPLOYEE'S WORK
ON AND CONTRIBUTIONS TO THE WORKS WILL BE RENDERED AND MADE BY EMPLOYEE FOR, AT
THE INSTIGATION OF, AND UNDER THE OVERALL DIRECTION OF, COMPANY, AND ARE AND AT
ALL TIMES SHALL BE REGARDED, TOGETHER WITH THE WORKS, AS "WORK MADE FOR HIRE" AS
THAT TERM IS USED IN THE UNITED STATES COPYRIGHT LAWS.
WITHOUT LIMITING THIS
ACKNOWLEDGMENT, EMPLOYEE ASSIGNS, GRANTS, AND DELIVERS EXCLUSIVELY TO COMPANY
ALL RIGHTS, TITLES, AND INTERESTS IN AND TO ANY WORKS, AND ALL COPIES AND
VERSIONS, INCLUDING ALL COPYRIGHTS AND RENEWALS.
EMPLOYEE WILL EXECUTE AND
DELIVER TO COMPANY, ITS SUCCESSORS AND ASSIGNS, ANY ASSIGNMENTS AND DOCUMENTS
COMPANY REQUESTS FOR THE PURPOSE OF ESTABLISHING, EVIDENCING, AND ENFORCING OR
DEFENDING ITS COMPLETE, EXCLUSIVE, PERPETUAL, AND WORLDWIDE OWNERSHIP OF ALL
RIGHTS, TITLES, AND INTERESTS OF EVERY KIND AND NATURE, INCLUDING ALL
COPYRIGHTS, IN AND TO THE WORKS, AND EMPLOYEE CONSTITUTES AND APPOINTS COMPANY
AS HIS AGENT TO EXECUTE AND DELIVER ANY SUCH ASSIGNMENTS OR DOCUMENTS EMPLOYEE
FAILS OR REFUSES TO EXECUTE AND DELIVER, THIS POWER AND AGENCY BEING COUPLED
WITH AN INTEREST AND BEING IRREVOCABLE.
16.
INVENTIONS, IDEAS AND PATENTS.
EMPLOYEE AND COMPANY EACH
ACKNOWLEDGE AND AGREE THAT THE COMPANY INTENDS FOR THE EMPLOYEE TO ENGAGE IN
OUTSIDE ACTIVITIES.
EMPLOYEE ACKNOWLEDGES SHALL DISCLOSE PROMPTLY TO COMPANY
(WHICH SHALL RECEIVE IT IN CONFIDENCE), AND ONLY TO COMPANY, ANY INVENTION OR
IDEA OF EMPLOYEE (DEVELOPED ALONE OR WITH OTHERS) THAT RELATES TO THE COMPANY'S
BUSINESS OR THE COMPANY'S PRODUCTS, WHETHER MADE OR CONCEIVED DURING EMPLOYEE'S
EMPLOYMENT WITH THE COMPANY OR PURSUANT TO AN OUTSIDE ACTIVITY.
A.
ANY SUCH INVENTION OR IDEA RELATING TO THE COMPANY'S BUSINESS OR
THE COMPANY'S PRODUCTS MADE OR CONCEIVED DURING EMPLOYEE'S EMPLOYMENT WITH THE
COMPANY SHALL BE THE PROPERTY OF THE COMPANY; PROVIDED, HOWEVER, THAT FOLLOWING
THE DATE WHICH IS SIX (6) MONTHS AFTER THE TERMINATION DATE, UPON REQUEST FROM
THE EMPLOYEE, THE COMPANY SHALL GRANT THE EMPLOYEE A NON-EXCLUSIVE, PERPETUAL
LICENSE, IN WRITTEN FORM THAT IS REASONABLY SATISFACTORY TO THE COMPANY, TO
MARKET, COPY, SUBLICENSE, MODIFY, CUSTOMIZE, TRANSLATE, ADAPT, PUBLISH, DISPLAY
OR CREATE DERIVATIVE WORKS WITH RESPECT THERETO, IN EXCHANGE FOR A ROYALTY FEE
OF TEN PERCENT (10%) OF THE