and regardless of the reason for such termination, Executive will leave
with, or promptly return to, the Company all documents, records, notebooks,
magnetic tapes, disks or other materials, including all copies, in Executive's
possession or control which contain Confidential Information or any other
information concerning Parent, the Company, any of their Affiliates or any of
their respective products, services or clients, whether prepared by the
Executive or others.
3.
Inventions as Sole Property of the Company.
(A)
EXECUTIVE COVENANTS AND AGREES THAT ALL
INVENTIONS (AS DEFINED BELOW) SHALL BE THE SOLE AND EXCLUSIVE PROPERTY OF THE
COMPANY.
(B)
AS USED IN THIS AGREEMENT, THE TERM
"INVENTIONS" MEANS ANY AND ALL INVENTIONS, DEVELOPMENTS, DISCOVERIES,
IMPROVEMENTS, WORKS OF AUTHORSHIP, CONCEPTS OR IDEAS, OR EXPRESSIONS THEREOF,
WHETHER OR NOT SUBJECT TO PATENTS, COPYRIGHT, TRADEMARK, TRADE SECRET PROTECTION
OR OTHER INTELLECTUAL PROPERTY RIGHT PROTECTION (IN THE UNITED STATES OR
ELSEWHERE), AND WHETHER OR NOT REDUCED TO PRACTICE, CONCEIVED OR DEVELOPED BY
EXECUTIVE WHILE EMPLOYED WITH THE COMPANY OR WITHIN ONE (1) YEAR FOLLOWING
TERMINATION OF SUCH EMPLOYMENT WHICH RELATE TO OR RESULT FROM THE ACTUAL OR
ANTICIPATED BUSINESS, WORK, RESEARCH OR INVESTIGATION OF PARENT, THE COMPANY OR
ANY OF THEIR AFFILIATES OR WHICH ARE SUGGESTED BY OR RESULT FROM ANY TASK
ASSIGNED TO OR PERFORMED BY EXECUTIVE FOR PARENT, THE COMPANY OR ANY OF THEIR
AFFILIATES.
(C)
EXECUTIVE ACKNOWLEDGES THAT ALL ORIGINAL
WORKS OF AUTHORSHIP WHICH ARE MADE BY HER (SOLELY OR JOINTLY) ARE WORKS MADE FOR
HIRE UNDER THE UNITED STATES COPYRIGHT ACT (17 U.S.C., ET SEQ.).
(D)
EXECUTIVE AGREES TO PROMPTLY DISCLOSE TO THE
COMPANY ALL INVENTIONS, ALL ORIGINAL WORKS OF AUTHORSHIP AND ALL WORK PRODUCT
RELATING THERETO.
THIS DISCLOSURE WILL INCLUDE COMPLETE AND ACCURATE COPIES OF
ALL SOURCE CODE, OBJECT CODE OR MACHINE-READABLE COPIES, DOCUMENTATION, WORK
NOTES, FLOW-CHARTS, DIAGRAMS, TEST DATA, REPORTS, SAMPLES AND OTHER TANGIBLE
EVIDENCE OR RESULTS (COLLECTIVELY, "TANGIBLE EMBODIMENTS") OF SUCH INVENTIONS,
WORKS OF AUTHORSHIP AND WORK PRODUCT.
ALL TANGIBLE EMBODIMENTS OF ANY
INVENTION, WORK OF AUTHORSHIP OR WORK PRODUCT RELATED THERETO WILL BE DEEMED TO
HAVE BEEN ASSIGNED TO THE COMPANY AS A RESULT OF THE ACT OF EXPRESSING ANY
INVENTION OR WORK OF AUTHORSHIP THEREIN.
(E)
EXECUTIVE HEREBY ASSIGNS TO THE COMPANY
(TOGETHER WITH THE RIGHT TO PROSECUTE OR SUE FOR INFRINGEMENTS OR OTHER
VIOLATIONS OF THE SAME) THE ENTIRE WORLDWIDE RIGHT, TITLE AND INTEREST TO ANY
SUCH INVENTIONS OR WORKS MADE FOR HIRE, AND EXECUTIVE
2
AGREES TO PERFORM, DURING AND AFTER EMPLOYMENT, ALL ACTS DEEMED NECESSARY OR
DESIRABLE BY THE COMPANY TO PERMIT AND ASSIST IT, AT THE COMPANY'S EXPENSE, IN
REGISTERING, RECORDING, OBTAINING, MAINTAINING, DEFENDING, ENFORCING AND
ASSIGNING INVENTIONS OR WORKS MADE FOR HIRE IN ANY AND ALL COUNTRIES.
EXECUTIVE
HEREBY IRREVOCABLY DESIGNATES AND APPOINTS THE COMPANY AND ITS DULY AUTHORIZED
OFFICERS AND AGENTS AS EXECUTIVE'S AGENTS AND ATTORNEYS-IN-FACT TO ACT FOR AND
IN EXECUTIVE'S BEHALF AND INSTEAD OF EXECUTIVE, TO EXECUTE AND FILE ANY
DOCUMENTS AND TO DO ALL OTHER LAWFULLY PERMITTED ACTS TO FURTHER THE ABOVE
PURPOSES WITH THE SAME