FOR HIRE,"
EXECUTIVE HEREBY ASSIGNS AND AGREES TO ASSIGN TO THE COMPANY, EMPLOYER OR SUCH
SUBSIDIARY OR AFFILIATE ALL RIGHT, TITLE, AND INTEREST, INCLUDING WITHOUT
LIMITATION, COPYRIGHT IN AND TO SUCH COPYRIGHTABLE WORK.
EXECUTIVE SHALL
PROMPTLY DISCLOSE SUCH WORK PRODUCT AND COPYRIGHTABLE WORK TO THE BOARD AND
PERFORM ALL ACTIONS REASONABLY REQUESTED BY THE BOARD (WHETHER DURING OR AFTER
THE EMPLOYMENT PERIOD) TO ESTABLISH AND CONFIRM THE COMPANY'S, EMPLOYER'S OR
SUCH SUBSIDIARY'S OR AFFILIATE'S OWNERSHIP (INCLUDING, WITHOUT LIMITATION,
ASSIGNMENTS, CONSENTS, POWERS OF ATTORNEY, AND OTHER INSTRUMENTS).
EXECUTIVE
UNDERSTANDS, HOWEVER, THAT THERE IS NO OBLIGATION BEING IMPOSED ON HIM TO ASSIGN
TO THE COMPANY OR ANY SUBSIDIARY OR AFFILIATE, ANY INVENTION FALLING WITHIN THE
DEFINITION OF WORK PRODUCT FOR WHICH NO EQUIPMENT, SUPPLIES, FACILITY, OR TRADE
SECRET INFORMATION OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES WAS
USED AND THAT WAS DEVELOPED ENTIRELY ON HIS OWN TIME, UNLESS:
(I) SUCH WORK
PRODUCT RELATES (A) TO THE COMPANY'S, OR ITS SUBSIDIARIES' OR AFFILIATES'
BUSINESSES OR (B) TO THEIR ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR
DEVELOPMENT, OR (II) THE WORK PRODUCT RESULTS FROM ANY WORK PERFORMED BY HIM FOR
THEM UNDER THIS AGREEMENT.
EXECUTIVE HAS IDENTIFIED ON THE SIGNATURE PAGE TO
THIS AGREEMENT ALL WORK PRODUCT THAT IS OR WAS OWNED BY HIM OR WAS WRITTEN,
DISCOVERED, MADE, CONCEIVED OR FIRST REDUCED TO PRACTICE BY HIM ALONE OR JOINTLY
WITH ANOTHER PERSON PRIOR TO HIS EMPLOYMENT UNDER THIS AGREEMENT.
IF NO SUCH
WORK PRODUCT IS LISTED, EXECUTIVE REPRESENTS TO THE COMPANY THAT HE DOES NOT NOW
NOR HAS HE EVER OWNED, NOR HAS HE MADE, ANY SUCH WORK PRODUCT.
(C)
THIRD PARTY INFORMATION. EXECUTIVE UNDERSTANDS THAT THE COMPANY, EMPLOYER
AND THEIR RESPECTIVE SUBSIDIARIES AND AFFILIATES WILL RECEIVE FROM THIRD PARTIES
CONFIDENTIAL OR PROPRIETARY INFORMATION ("THIRD PARTY INFORMATION") SUBJECT TO A
DUTY ON THE COMPANY'S, EMPLOYER'S AND THEIR RESPECTIVE SUBSIDIARIES AND
AFFILIATES' PART TO MAINTAIN THE CONFIDENTIALITY OF SUCH INFORMATION AND TO USE
IT ONLY FOR CERTAIN LIMITED PURPOSES.
DURING THE EMPLOYMENT PERIOD AND
THEREAFTER, AND WITHOUT IN ANY WAY LIMITING THE PROVISIONS OF
SECTION 7(A) ABOVE, EXECUTIVE WILL HOLD THIRD PARTY INFORMATION IN THE STRICTEST
CONFIDENCE AND WILL NOT DISCLOSE TO ANYONE (OTHER THAN PERSONNEL AND CONSULTANTS
OF THE COMPANY, EMPLOYER OR THEIR RESPECTIVE SUBSIDIARIES AND AFFILIATES WHO
NEED TO KNOW SUCH INFORMATION IN CONNECTION WITH THEIR WORK FOR THE COMPANY,
EMPLOYER OR THEIR RESPECTIVE SUBSIDIARIES AND AFFILIATES) OR USE, EXCEPT IN
CONNECTION WITH HIS WORK FOR THE COMPANY, EMPLOYER OR THEIR RESPECTIVE
SUBSIDIARIES AND AFFILIATES, THIRD PARTY INFORMATION UNLESS EXPRESSLY AUTHORIZED
BY A MEMBER OF THE BOARD IN WRITING.
(D)
USE OF INFORMATION OF PRIOR EMPLOYERS.
DURING THE EMPLOYMENT PERIOD,
EXECUTIVE WILL NOT IMPROPERLY USE OR DISCLOSE ANY CONFIDENTIAL INFORMATION OR
TRADE SECRETS, IF ANY, OF ANY FORMER EMPLOYERS OR ANY OTHER PERSON TO WHOM
EXECUTIVE HAS AN OBLIGATION OF CONFIDENTIALITY, AND WILL NOT BRING ONTO THE
PREMISES OF THE COMPANY, EMPLOYER OR ANY OF THEIR RESPECTIVE SUBSIDIARIES OR
AFFILIATES ANY UNPUBLISHED DOCUMENTS OR ANY PROPERTY BELONGING TO ANY FORMER