OR NEW VERSIONS THEREOF.
3.2
FORMER EMPLOYER INFORMATION.
EXECUTIVE AGREES
THAT HE WILL NOT, DURING HIS EMPLOYMENT WITH THE COMPANY, IMPROPERLY USE OR
DISCLOSE ANY PROPRIETARY INFORMATION OR TRADE SECRETS OF ANY FORMER EMPLOYER OR
OTHER PERSON OR ENTITY AND THAT HE WILL NOT BRING ONTO THE PREMISES OF THE
COMPANY ANY UNPUBLISHED DOCUMENT OR PROPRIETARY INFORMATION BELONGING TO ANY
SUCH EMPLOYER, PERSON OR ENTITY UNLESS CONSENTED TO IN WRITING BY SUCH EMPLOYER,
PERSON OR ENTITY.
3.3
THIRD PARTY INFORMATION.
EXECUTIVE RECOGNIZES
THAT THE COMPANY HAS RECEIVED AND IN THE FUTURE WILL RECEIVE FROM THIRD PARTIES
THEIR CONFIDENTIAL OR PROPRIETARY INFORMATION SUBJECT TO A DUTY ON THE COMPANY'S
PART TO MAINTAIN THE CONFIDENTIALITY OF SUCH INFORMATION AND TO USE IT ONLY FOR
CERTAIN LIMITED PURPOSES.
EXECUTIVE AGREES TO HOLD ALL SUCH CONFIDENTIAL OR
PROPRIETARY INFORMATION IN THE STRICTEST CONFIDENCE AND NOT TO DISCLOSE IT TO
ANY PERSON, FIRM OR CORPORATION OR TO USE IT EXCEPT AS NECESSARY IN CARRYING OUT
EXECUTIVE'S WORK FOR THE COMPANY'S CONSISTENT WITH THE COMPANY'S AGREEMENT WITH
SUCH THIRD PARTY.
4.
INVENTIONS.
4.1
INVENTIONS RETAINED AND LICENSED.
EXCEPT AS
LISTED ON EXHIBIT A, EXECUTIVE DOES NOT HAVE ANY INVENTIONS, ORIGINAL WORKS OF
AUTHORSHIP, DEVELOPMENTS, IMPROVEMENTS, AND TRADE SECRETS WHICH WERE MADE BY HIM
PRIOR TO HIS EMPLOYMENT WITH THE COMPANY (COLLECTIVELY REFERRED TO AS "PRIOR
INVENTIONS"), WHICH BELONG TO HIM, WHICH MAY RELATE TO THE COMPANY'S PROPOSED
BUSINESS, PRODUCTS OR RESEARCH AND DEVELOPMENT, AND WHICH WERE NOT PREVIOUSLY
ASSIGNED TO THE COMPANY.
IF IN THE COURSE OF EXECUTIVE'S EMPLOYMENT WITH THE
COMPANY, EXECUTIVE INCORPORATES INTO A COMPANY PRODUCT, PROCESS OR SERVICE A
PRIOR INVENTION OWNED BY EXECUTIVE OR IN WHICH EXECUTIVE HAS AN INTEREST,
EXECUTIVE HEREBY GRANTS TO THE COMPANY A NONEXCLUSIVE, ROYALTY-FREE, FULLY
PAID-UP, IRREVOCABLE, PERPETUAL, WORLDWIDE LICENSE TO
2
MAKE, HAVE MADE, MODIFY, USE AND SELL SUCH PRIOR INVENTION AS PART OF OR IN
CONNECTION WITH SUCH PRODUCT, PROCESS OR SERVICE, AND TO PRACTICE ANY METHOD
RELATED THERETO.
4.2
ASSIGNMENT OF INVENTIONS.
EXECUTIVE AGREES
THAT EXECUTIVE WILL PROMPTLY MAKE FULL WRITTEN DISCLOSURE TO THE COMPANY, WILL
HOLD IN TRUST FOR THE SOLE RIGHT AND BENEFIT OF THE COMPANY, AND HEREBY ASSIGNS
TO THE COMPANY, OR ITS DESIGNEE, ALL EXECUTIVE'S RIGHT, TITLE, AND INTEREST IN
AND TO ANY AND ALL INVENTIONS, ORIGINAL WORKS OF AUTHORSHIP, DEVELOPMENTS,
CONCEPTS, IMPROVEMENTS, DESIGNS, DISCOVERIES, IDEAS, TRADEMARKS OR TRADE
SECRETS, WHETHER OR NOT PATENTABLE OR REGISTRABLE UNDER COPYRIGHT OR SIMILAR
LAWS, WHICH EXECUTIVE MAY SOLELY OR JOINTLY CONCEIVE OR DEVELOP OR REDUCE TO
PRACTICE, OR CAUSE TO BE CONCEIVED OR DEVELOPED OR REDUCED TO PRACTICE, DURING
THE PERIOD OF TIME EXECUTIVE IS IN THE EMPLOY OF THE COMPANY (COLLECTIVELY
REFERRED TO AS "INVENTIONS"), EXCEPT AS PROVIDED IN SECTION 4.6 BELOW.
EXECUTIVE FURTHER ACKNOWLEDGES THAT ALL ORIGINAL WORKS OF AUTHORSHIP WHICH ARE
MADE BY HIM (SOLELY OR JOINTLY WITH OTHERS) WITHIN THE SCOPE OF AND DURING THE
PERIOD OF HIS EMPLOYMENT WITH THE COMPANY, AND WHICH ARE PROTECTIBLE BY
COPYRIGHT, ARE "WORKS MADE FOR HIRE," AS THAT TERM IS DEFINED