EXECUTIVE AGREES THAT IF, DURING HIS EMPLOYMENT WITH COMPANY,
EXECUTIVE SHALL (EITHER ALONE OR WITH OTHERS) MAKE, CONCEIVE, DISCOVER OR REDUCE
TO PRACTICE ANY INVENTION, MODIFICATION, DISCOVERY, DESIGN, DEVELOPMENT,
IMPROVEMENT, PROCESS, FORMULA, DATA, TECHNIQUE, KNOW-HOW, SECRET OR INTELLECTUAL
PROPERTY RIGHT WHATSOEVER OR ANY INTEREST THEREIN (WHETHER OR NOT PATENTABLE OR
REGISTRABLE UNDER COPYRIGHT OR SIMILAR STATUTES OR SUBJECT TO ANALOGOUS
PROTECTION) (COLLECTIVELY, "INVENTIONS") THAT RELATES TO ANY OF THE PRODUCTS OR
SERVICES BEING DEVELOPED, MANUFACTURED OR SOLD BY COMPANY OR WHICH MAY
CONVENIENTLY BE USED IN RELATION THEREWITH OR WHICH MAY BE USED IN PLACE OF ANY
SUCH PRODUCT OR SERVICE, OR RESULTS FROM TASKS ASSIGNED TO EXECUTIVE BY COMPANY
OR RESULTS, IN WHOLE OR IN PART, FROM THE USE OF PROPERTY OR PREMISES OWNED,
LEASED OR CONTRACTED FOR BY COMPANY, SUCH INVENTIONS AND THE BENEFITS THEREOF
SHALL IMMEDIATELY BECOME THE SOLE AND ABSOLUTE PROPERTY OF COMPANY AND ITS
ASSIGNS.
EXECUTIVE AGREES THAT ALL INVENTIONS THAT CONSIST OF WORKS OF
AUTHORSHIP CAPABLE OF PROTECTION UNDER COPYRIGHT LAWS SHALL CONSTITUTE WORKS
MADE FOR HIRE.
EXECUTIVE HEREBY AGREES TO ASSIGN, AND TO THE EXTENT HE MAY
LAWFULLY DO SO, HEREBY ASSIGNS TO COMPANY, ANY RIGHTS EXECUTIVE MAY HAVE OR
ACQUIRE IN THE INVENTIONS AND BENEFITS AND/OR RIGHTS RESULTING THEREFROM TO
COMPANY AND ITS ASSIGNS WITHOUT COMPENSATION.
7.
EXECUTIVE'S OBLIGATION TO KEEP
RECORDS.
EXECUTIVE SHALL MAKE AND MAINTAIN ADEQUATE AND CURRENT WRITTEN RECORDS
OF ALL INVENTIONS, INCLUDING NOTEBOOKS AND INVENTION DISCLOSURES, WHICH RECORDS
SHALL BE AVAILABLE TO AND REMAIN THE PROPERTY OF COMPANY AT ALL TIMES.
EXECUTIVE SHALL PROMPTLY DISCLOSE ALL INVENTIONS TO COMPANY, FULLY, IN WRITING
AND WITHOUT PUBLISHING THE SAME, IMMEDIATELY UPON PRODUCTION OR DEVELOPMENT OF
THE SAME AND AT ANY TIME UPON REQUEST.
8
8.
EXECUTIVE'S OBLIGATION TO COOPERATE.
EXECUTIVE WILL, AT ANY TIME DURING HIS EMPLOYMENT, OR AFTER IT TERMINATES, UPON
REQUEST OF COMPANY, EXECUTE ALL DOCUMENTS AND PERFORM ALL LAWFUL ACTS WHICH
COMPANY CONSIDERS NECESSARY OR ADVISABLE TO SECURE ITS RIGHTS UNDER SECTION 6 OF
THIS AGREEMENT AND TO CARRY OUT THE INTENT OF THIS AGREEMENT.
WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, EXECUTIVE WILL ASSIST COMPANY IN ANY REASONABLE
MANNER TO OBTAIN FOR ITS OWN BENEFIT PATENTS OR COPYRIGHTS IN ANY AND ALL
COUNTRIES WITH RESPECT TO ALL INVENTIONS ASSIGNED PURSUANT TO SECTION 6, AND
EXECUTIVE WILL EXECUTE, WHEN REQUESTED, PATENT AND OTHER APPLICATIONS AND
ASSIGNMENTS THEREOF TO COMPANY, OR PERSONS DESIGNATED BY IT, AND ANY OTHER
LAWFUL DOCUMENTS DEEMED NECESSARY BY COMPANY TO CARRY OUT THE PURPOSES OF THIS
AGREEMENT, AND EXECUTIVE WILL FURTHER ASSIST COMPANY IN EVERY REASONABLY WAY TO
ENFORCE ANY PATENTS AND COPYRIGHTS OBTAINED, INCLUDING TESTIFYING IN ANY SUIT OR
PROCEEDING INVOLVING ANY OF SAID PATENTS OR COPYRIGHTS OR EXECUTING ANY
DOCUMENTS DEEMED NECESSARY BY COMPANY, ALL WITHOUT FURTHER CONSIDERATION THAN
PROVIDED FOR HEREIN.
IT IS UNDERSTOOD THAT DURING THE TERM OF EXECUTIVE'S
EMPLOYMENT BY THE COMPANY REASONABLE OUT-OF-POCKET EXPENSES OF EXECUTIVE'S
ASSISTANCE INCURRED AT THE REQUEST OF COMPANY UNDER THIS SECTION WILL BE
REIMBURSED BY COMPANY AND FOLLOWING THE TERM OF