WILL BELONG EXCLUSIVELY TO
THE COMPANY AND THAT ALL EMPLOYEE INVENTIONS ARE WORKS MADE FOR HIRE AND THE
PROPERTY OF THE COMPANY, INCLUDING ANY COPYRIGHTS, PATENTS, SEMICONDUCTOR MASK
PROTECTION, OR OTHER INTELLECTUAL PROPERTY RIGHTS PERTAINING THERETO.
IF IT IS
DETERMINED THAT ANY SUCH WORKS ARE NOT WORKS MADE FOR HIRE, THE EMPLOYEE HEREBY
ASSIGNS TO THE COMPANY ALL OF THE COMPANY'S RIGHT, TITLE, AND INTEREST,
INCLUDING ALL RIGHTS OF COPYRIGHT, PATENT, SEMICONDUCTOR MASK PROTECTION, AND
OTHER INTELLECTUAL PROPERTY RIGHTS, TO OR IN SUCH EMPLOYEE INVENTIONS. THE
EMPLOYEE COVENANTS THAT THE EMPLOYEE WILL PROMPTLY:
(I)
DISCLOSE TO THE COMPANY IN WRITING ANY EMPLOYEE INVENTION;
(II)
ASSIGN TO THE COMPANY OR TO A PARTY DESIGNATED BY THE COMPANY, AT THE COMPANY'S
REQUEST AND WITHOUT ADDITIONAL COMPENSATION, ALL OF THE
7
EMPLOYEE'S RIGHT TO THE EMPLOYEE INVENTION FOR THE UNITED STATES AND ALL FOREIGN
JURISDICTIONS;
(III)
EXECUTE AND DELIVER TO THE COMPANY SUCH APPLICATIONS, ASSIGNMENTS, AND OTHER
DOCUMENTS AS THE COMPANY MAY REQUEST IN ORDER TO APPLY FOR AND OBTAIN PATENTS OR
OTHER REGISTRATIONS WITH RESPECT TO ANY EMPLOYEE INVENTION IN THE UNITED STATES
AND ANY FOREIGN JURISDICTIONS;
(IV)
SIGN ALL OTHER PAPERS NECESSARY TO CARRY OUT THE ABOVE OBLIGATIONS; AND
(V)
GIVE TESTIMONY AND RENDER ANY OTHER ASSISTANCE IN SUPPORT OF THE COMPANY'S
RIGHTS TO ANY EMPLOYEE INVENTION.
8.
ESSENTIAL AND INDEPENDENT COVENANTS.
THE EMPLOYEE'S COVENANTS IN SECTIONS 6 AND 7 OF THIS AGREEMENT ARE INDEPENDENT
COVENANTS, AND THE EXISTENCE OF ANY CLAIM BY THE EMPLOYEE AGAINST THE COMPANY
UNDER THIS AGREEMENT OR OTHERWISE WILL NOT EXCUSE THE EMPLOYEE'S BREACH OF ANY
COVENANT IN SECTION 6 OR 7.
THE COVENANTS OF SECTIONS 6 AND 7 SHALL SURVIVE THE
TERMINATION, EXTINGUISHMENT, OR LAPSE OF THIS AGREEMENT UNDER ANY CIRCUMSTANCES,
EVEN IF THIS AGREEMENT IS TERMINATED BY EITHER PARTY, WHETHER FOR CAUSE OR NOT
FOR CAUSE.
9.
REPRESENTATIONS AND WARRANTIES BY THE
EMPLOYEE. THE EMPLOYEE REPRESENTS AND WARRANTS TO THE COMPANY THAT THE EXECUTION
AND DELIVERY BY THE EMPLOYEE OF THIS AGREEMENT DO NOT, AND THE PERFORMANCE BY
THE EMPLOYEE OF THE EMPLOYEE'S OBLIGATIONS HEREUNDER WILL NOT, WITH OR WITHOUT
THE GIVING OF NOTICE OR THE PASSAGE OF TIME, OR BOTH: (A) VIOLATE ANY JUDGMENT,
WRIT, INJUNCTION, OR ORDER OF ANY COURT, ARBITRATOR, OR GOVERNMENTAL AGENCY
APPLICABLE TO THE EMPLOYEE, OR (B) CONFLICT WITH, RESULT IN THE BREACH OF ANY
PROVISIONS OF OR THE TERMINATION OF, OR CONSTITUTE A DEFAULT UNDER, ANY
AGREEMENT TO WHICH THE EMPLOYEE IS A PARTY OR BY WHICH THE EMPLOYEE IS OR MAY BE
BOUND, INCLUDING, WITHOUT LIMITATION, ANY NONCOMPETITION AGREEMENT OR SIMILAR
AGREEMENT.
EMPLOYEE FURTHER REPRESENTS AND WARRANTS THAT HE FULLY AND
COMPLETELY UNDERSTANDS THIS AGREEMENT AND THAT HE HAS ENGAGED IN NEGOTIATIONS
WITH THE COMPANY AND HAS EITHER CONSULTED WITH AN ATTORNEY OF HIS CHOICE OR HAS
HAD AMPLE OPPORTUNITY TO DO SO AND IS FULLY SATISFIED WITH THE OPPORTUNITY HE
HAS HAD.
10.
NOTICES.
FOR PURPOSES OF THIS AGREEMENT,
NOTICES AND ALL OTHER COMMUNICATIONS PROVIDED FOR HEREIN SHALL BE IN WRITING AND
SHALL BE DEEMED