EXECUTIVE HEREBY ACKNOWLEDGES THAT HIS EMPLOYMENT UNDER THIS
AGREEMENT DOES NOT CONFLICT WITH, OR BREACH ANY EXISTING CONFIDENTIALITY,
NON-COMPETITION OR OTHER AGREEMENT TO WHICH EXECUTIVE IS A PARTY OR TO WHICH HE
MAY BE SUBJECT.
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(B)
WORK PRODUCT. EXECUTIVE AGREES
THAT ALL COPYRIGHTS, PATENTS, TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY
RIGHTS ASSOCIATED WITH ANY IDEAS, CONCEPTS, TECHNIQUES, INVENTIONS, PROCESSES,
OR WORKS OF AUTHORSHIP DEVELOPED OR CREATED BY HIM DURING HIS EMPLOYMENT BY THE
COMPANY AND FOR A PERIOD OF 6 MONTHS THEREAFTER, THAT (I) RELATE, WHETHER
DIRECTLY OR INDIRECTLY, TO THE COMPANY'S ACTUAL OR ANTICIPATED BUSINESS,
RESEARCH OR DEVELOPMENT OR (II) ARE DERIVED FROM ANY WORK PERFORMED BY EXECUTIVE
ON THE COMPANY'S BEHALF, SHALL, TO THE EXTENT POSSIBLE, BE CONSIDERED WORKS MADE
FOR HIRE WITHIN THE MEANING OF THE COPYRIGHT ACT (17 U.S.C. § 101 ET. SEQ.) (THE
"WORK PRODUCT"). ALL WORK PRODUCT SHALL BE AND REMAIN THE PROPERTY OF THE
COMPANY. TO THE EXTENT THAT ANY SUCH WORK PRODUCT MAY NOT, UNDER APPLICABLE LAW,
BE CONSIDERED WORKS MADE FOR HIRE, EXECUTIVE HEREBY GRANTS, TRANSFERS, ASSIGNS,
CONVEYS AND RELINQUISHES, AND AGREES TO GRANT, TRANSFER, ASSIGN, CONVEY AND
RELINQUISH FROM TIME TO TIME, ON AN EXCLUSIVE BASIS, ALL OF HIS RIGHT, TITLE AND
INTEREST IN AND TO THE WORK PRODUCT TO THE COMPANY IN PERPETUITY OR FOR THE
LONGEST PERIOD OTHERWISE PERMITTED BY LAW. CONSISTENT WITH HIS RECOGNITION OF
THE COMPANY'S ABSOLUTE OWNERSHIP OF ALL WORK PRODUCT, EXECUTIVE AGREES THAT HE
SHALL (I) NOT USE ANY WORK PRODUCT FOR THE BENEFIT OF ANY PARTY OTHER THAN THE
COMPANY AND (II) PERFORM SUCH ACTS AND EXECUTE SUCH DOCUMENTS AND INSTRUMENTS AS
THE COMPANY MAY NOW OR HEREAFTER DEEM REASONABLY NECESSARY OR DESIRABLE TO
EVIDENCE THE TRANSFER OF ABSOLUTE OWNERSHIP OF ALL WORK PRODUCT TO THE COMPANY;
PROVIDED, HOWEVER, IF FOLLOWING TEN (10) BUSINESS DAYS' WRITTEN NOTICE FROM THE
COMPANY, EXECUTIVE REFUSES, OR IS UNABLE, DUE TO DISABILITY, INCAPACITY, OR
DEATH, TO EXECUTE SUCH DOCUMENTS RELATING TO THE WORK PRODUCT, HE HEREBY
APPOINTS ANY OF THE COMPANY'S OFFICERS AS HIS
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ATTORNEY-IN-FACT TO EXECUTE SUCH DOCUMENTS ON HIS BEHALF. THIS AGENCY IS COUPLED
WITH AN INTEREST AND IS IRREVOCABLE WITHOUT THE COMPANY'S PRIOR WRITTEN CONSENT.
(C)
WARRANTY.
EXECUTIVE
REPRESENTS AND WARRANTS TO THE COMPANY THAT (I) THERE ARE NO CLAIMS THAT WOULD
ADVERSELY AFFECT HIS ABILITY TO ASSIGN ALL RIGHT, TITLE AND INTEREST IN AND TO
THE WORK PRODUCT TO THE COMPANY; (II) THE WORK PRODUCT DOES NOT VIOLATE ANY
PATENT, COPYRIGHT OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY; (III) EXECUTIVE
HAS THE LEGAL RIGHT TO GRANT THE COMPANY THE ASSIGNMENT OF HIS INTEREST IN THE
WORK PRODUCT AS SET FORTH IN THIS AGREEMENT; AND (IV) HE HAS NOT BROUGHT AND
WILL NOT BRING TO HIS EMPLOYMENT HEREUNDER, OR USE IN CONNECTION WITH SUCH
EMPLOYMENT, ANY TRADE SECRET, CONFIDENTIAL OR PROPRIETARY INFORMATION OF
ANOTHER, OR COMPUTER SOFTWARE, EXCEPT FOR SOFTWARE THAT HE HAS A RIGHT TO USE
FOR THE PURPOSE FOR WHICH IT SHALL BE USED, IN HIS EMPLOYMENT