KEPT AND STORED ON THE COMPANY'S PREMISES WHILE YOU ARE
EMPLOYED BY THE COMPANY; (II) PROMPTLY AND FULLY DISCLOSE THE EXISTENCE AND
DESCRIBE THE NATURE OF THE INVENTION TO THE COMPANY IN WRITING (AND WITHOUT
REQUEST); (III) ASSIGN (AND YOU DO HEREBY ASSIGN) TO THE COMPANY ALL OF YOUR
RIGHTS TO THE INVENTION, ANY APPLICATIONS YOU MAKE FOR PATENTS OR COPYRIGHTS IN
ANY COUNTRY, AND ANY PATENTS OR COPYRIGHTS GRANTED TO YOU IN ANY COUNTRY; AND
(IV) ACKNOWLEDGE AND DELIVER PROMPTLY TO THE COMPANY ANY WRITTEN INSTRUMENTS,
AND PERFORM ANY OTHER ACTS NECESSARY IN THE COMPANY'S OPINION TO PRESERVE
PROPERTY RIGHTS IN THE INVENTION AGAINST FORFEITURE, ABANDONMENT, OR LOSS AND TO
OBTAIN AND MAINTAIN PATENTS AND/OR COPYRIGHTS ON THE INVENTION AND TO VEST THE
ENTIRE RIGHT AND TITLE TO THE INVENTION IN THE COMPANY.
7
B.
"INVENTIONS," AS USED IN THIS SECTION,
MEANS ANY DISCOVERIES, IMPROVEMENTS, CREATIONS, IDEAS AND INVENTIONS, INCLUDING
WITHOUT LIMITATION SOFTWARE AND ARTISTIC AND LITERARY WORKS (WHETHER OR NOT THEY
ARE DESCRIBED IN WRITING OR REDUCED TO PRACTICE) OR OTHER WORKS OF AUTHORSHIP
(WHETHER OR NOT THEY CAN BE PATENTED OR COPYRIGHTED) THAT:
(I) RELATE DIRECTLY
TO THE COMPANY'S BUSINESS OR THE COMPANY'S RESEARCH OR DEVELOPMENT DURING THE
TERM OF THIS AGREEMENT; (II) RESULT FROM ANY WORK YOU PERFORM FOR THE COMPANY;
(III) USE THE COMPANY'S EQUIPMENT, SUPPLIES, FACILITIES OR TRADE SECRET
INFORMATION; OR (IV) YOU DEVELOP DURING ANY TIME THAT SECTION II ABOVE OBLIGATES
YOU TO PERFORM YOUR EMPLOYMENT DUTIES.
The requirements of this Section do not apply to an Invention for which no
equipment, supplies, facility or trade secret information of the Company was
used and which was developed entirely on your own time, and which neither (1)
relates directly to the Company's business or to the Company's actual or
demonstrably anticipated research or development, nor (2) results from any work
you performed for the Company.
Except as previously disclosed to the Company in
writing, you do not have, and will not assert, any claims to or rights under any
Inventions as having been made, conceived, authored or acquired by you prior to
your employment by the Company.
VII.
PROPRIETARY INFORMATION.
A.
EXCEPT AS REQUIRED IN YOUR DUTIES TO THE
COMPANY, YOU WILL NEVER, EITHER DURING OR AFTER YOUR EMPLOYMENT BY THE COMPANY,
USE OR DISCLOSE PROPRIETARY INFORMATION TO ANY PERSON NOT AUTHORIZED BY THE
COMPANY TO RECEIVE IT.
WHEN YOUR EMPLOYMENT WITH THE COMPANY ENDS, YOU WILL
PROMPTLY TURN OVER TO THE COMPANY ALL RECORDS AND ANY COMPOSITIONS, ARTICLES,
DEVICES, APPARATUS AND OTHER ITEMS THAT DISCLOSE, DESCRIBE OR EMBODY PROPRIETARY
INFORMATION, INCLUDING ALL COPIES, REPRODUCTIONS AND SPECIMENS OF THE
PROPRIETARY INFORMATION IN YOUR POSSESSION, REGARDLESS OF WHO PREPARED THEM.
B.
"PROPRIETARY INFORMATION," AS USED IN
THIS SECTION VII, MEANS ANY NONPUBLIC INFORMATION CONCERNING THE COMPANY,
INCLUDING INFORMATION RELATING TO THE COMPANY'S RESEARCH, PRODUCT DEVELOPMENT,
ENGINEERING, PURCHASING, PRODUCT COSTS, ACCOUNTING, LEASING, SERVICING,
MANUFACTURING, SALES, MARKETING, ADMINISTRATION AND FINANCES.
THIS INFORMATION
INCLUDES, WITHOUT LIMITATION:
(I) TRADE SECRET INFORMATION ABOUT THE COMPANY
AND ITS PRODUCTS; (II)