PROMPTLY AND TIMELY NOTIFY THE COMPANY AND PROVIDE A DESCRIPTION
AND, IF APPLICABLE, HAND DELIVER A COPY OF SUCH REQUEST TO THE COMPANY.
EXECUTIVE IRREVOCABLY NOMINATES AND APPOINTS THE COMPANY TO ACT IN THE
EXECUTIVE'S NAME, PLACE AND STEAD TO PERFORM ANY ACT THAT EXECUTIVE MIGHT
PERFORM TO DEFEND AND PROTECT AGAINST ANY DISCLOSURE OR PRODUCTION OF
CONFIDENTIAL INFORMATION.
2.
WORK PRODUCT.
(A)
DEFINITION.
AS USED IN THIS AGREEMENT, THE TERM "WORK PRODUCT"
MEANS ALL PATENTS AND PATENT APPLICATIONS, ALL INVENTIONS, INNOVATIONS,
IMPROVEMENTS, DEVELOPMENTS, METHODS, DESIGNS, ANALYSES,
2
DRAWINGS, REPORTS, CREATIVE WORKS, DISCOVERIES, SOFTWARE, COMPUTER PROGRAMS,
MODIFICATIONS, ENHANCEMENTS, KNOW-HOW, FORMULATIONS, CONCEPTS AND IDEAS, ALL
SIMILAR OR RELATED INFORMATION (IN EACH CASE WHETHER PATENTABLE OR NOT), ALL
COPYRIGHTS AND COPYRIGHTABLE WORKS, ALL TRADE SECRETS, CONFIDENTIAL INFORMATION,
AND ALL OTHER INTELLECTUAL PROPERTY AND INTELLECTUAL PROPERTY RIGHTS, THAT ARE
WRITTEN, CONCEIVED, REDUCED TO PRACTICE, DEVELOPED, AND/OR MADE BY EXECUTIVE,
EITHER ALONE OR WITH OTHERS IN THE COURSE OF EXECUTIVE'S EMPLOYMENT WITH OR
SERVICES TO COMPANY (INCLUDING EMPLOYMENT OR SERVICES PRIOR TO THE EFFECTIVE
DATE).
(B)
ASSIGNMENT.
SUBJECT TO SECTION 2.E. BELOW, EXECUTIVE HEREBY
ASSIGNS TO COMPANY ALL RIGHT, TITLE, AND INTEREST TO ALL WORK PRODUCT THAT
(I) RELATES TO THE COMPANY'S ACTUAL OR ANTICIPATED BUSINESS, RESEARCH AND
DEVELOPMENT, OR EXISTING OR FUTURE PRODUCTS OR SERVICES, OR (II) IS CONCEIVED,
REDUCED TO PRACTICE, DEVELOPED, OR MADE USING ANY EQUIPMENT, SUPPLIES,
FACILITIES, ASSETS, INFORMATION, OR RESOURCES OF THE COMPANY (INCLUDING, WITHOUT
LIMITATION, ANY INTELLECTUAL PROPERTY RIGHTS).
(C)
WORK FOR HIRE.
SUBJECT TO SECTION 2.E. BELOW, ANY AND ALL WORK
PRODUCT CREATED OR DEVELOPED BY EXECUTIVE DURING THE EMPLOYMENT PERIOD THAT IS
PROTECTABLE UNDER COPYRIGHT LAW, INCLUDING WITHOUT LIMITATION WORKS OF
AUTHORSHIP, COMPUTER SOFTWARE AND RELATED WORKS, ARE AGREED AND STIPULATED TO BE
"WORK FOR HIRE" UNDER APPLICABLE COPYRIGHT LAW, AND THE SOLE PROPERTY OF THE
COMPANY, WHICH IS DEEMED TO BE THE EXCLUSIVE AUTHOR, COPYRIGHT CLAIMANT, AND
OWNER OF THE COPYRIGHT IN SUCH WORK.
TO THE EXTENT ANY OF THE PRECEDING
COPYRIGHTED WORKS ARE NOT DEEMED A "WORK FOR HIRE" UNDER APPLICABLE COPYRIGHT
LAW, EXECUTIVE HEREBY IRREVOCABLY ASSIGNS ALL RIGHT, TITLE AND INTEREST IN SUCH
COPYRIGHTED WORKS TO COMPANY OR ITS DESIGNEE.
(D)
DISCLOSURE AND ASSISTANCE.
SUBJECT TO THE TERMS OF SECTION 2.E.,
BOTH DURING AND AFTER THE EMPLOYMENT PERIOD, EXECUTIVE WILL PROMPTLY DISCLOSE
ALL WORK PRODUCT TO THE COMPANY AND PERFORM ALL ACTIONS REASONABLY REQUESTED BY
THE COMPANY (WHETHER DURING OR AFTER THE EMPLOYMENT PERIOD) TO ESTABLISH AND/OR
CONFIRM THE TITLE, OWNERSHIP AND PROPRIETARY INTEREST OF THE COMPANY IN ANY WORK
PRODUCT, AND TO PROTECT THE COMPANY'S WORK PRODUCT.
EXECUTIVE WILL NOT FILE ANY
PATENT OR COPYRIGHT APPLICATIONS RELATED TO ANY WORK PRODUCT EXCEPT WITH THE
WRITTEN CONSENT OF COMPANY.
EXECUTIVE HEREBY IRREVOCABLY DESIGNATES AND
APPOINTS THE COMPANY AND ITS DULY AUTHORIZED OFFICERS AND AGENTS, TO ACT FOR AND
ON EXECUTIVE'S BEHALF TO EXECUTE AND FILE ANY APPLICATIONS OR RELATED FINDINGS
AND TO DO ALL OTHER LAWFULLY PERMITTED ACTS TO FURTHER THE PROSECUTION, ISSUANCE
AND ENFORCEMENT OF WORK PRODUCT, WITH THE SAME LEGAL