WITH, OR WHICH CONSULTANT MAY BECOME ASSOCIATED WITH
IN WORK, INVESTIGATION, OR EXPERIMENTATION IN THE LINE OF BUSINESS OF COMPANY
WHILE PERFORMING THE SERVICES HEREUNDER (COLLECTIVELY, "INVENTIONS"), ARE THE
SOLE PROPERTY OF THE COMPANY.
CONSULTANT FURTHER AGREES TO ASSIGN (OR CAUSE TO
BE ASSIGNED) AND DOES HEREBY ASSIGN FULLY TO THE COMPANY ALL INVENTIONS AND ANY
COPYRIGHTS, PATENTS, OR OTHER INTELLECTUAL PROPERTY RIGHTS RELATING THERETO.
(B)
FURTHER ASSURANCES.
CONSULTANT AGREES TO ASSIST COMPANY, OR ITS DESIGNEE,
AT THE COMPANY'S EXPENSE, IN EVERY PROPER WAY TO SECURE THE COMPANY'S RIGHTS IN
THE INVENTIONS AND ANY COPYRIGHTS, PATENTS, OR OTHER INTELLECTUAL PROPERTY
RIGHTS RELATING THERETO IN ANY AND ALL COUNTRIES, INCLUDING THE DISCLOSURE TO
THE COMPANY OF ALL PERTINENT INFORMATION AND DATA WITH RESPECT THERETO, THE
EXECUTION OF ALL APPLICATIONS, SPECIFICATIONS, OATHS, ASSIGNMENTS, AND ALL OTHER
INSTRUMENTS WHICH THE COMPANY SHALL DEEM NECESSARY IN ORDER TO APPLY FOR AND
OBTAIN SUCH RIGHTS AND IN ORDER TO ASSIGN AND CONVEY TO THE COMPANY, ITS
SUCCESSORS, ASSIGNS, AND NOMINEES THE SOLE AND EXCLUSIVE RIGHT, TITLE, AND
INTEREST IN AND TO SUCH INVENTIONS, AND ANY COPYRIGHTS, PATENTS, OR OTHER
INTELLECTUAL PROPERTY RIGHTS RELATING THERETO.
CONSULTANT FURTHER AGREES THAT
CONSULTANT'S OBLIGATION TO EXECUTE OR CAUSE TO BE EXECUTED, WHEN IT IS IN
CONSULTANT'S POWER TO DO SO, ANY SUCH INSTRUMENT OR PAPERS SHALL CONTINUE AFTER
THE TERMINATION OF THIS AGREEMENT.
(C)
PRE-EXISTING MATERIALS.
CONSULTANT AGREES THAT IF IN THE COURSE OF
PERFORMING THE SERVICES, CONSULTANT INCORPORATES INTO ANY INVENTION DEVELOPED
HEREUNDER ANY INVENTION, IMPROVEMENT, DEVELOPMENT, CONCEPT, DISCOVERY, OR OTHER
PROPRIETARY INFORMATION OWNED BY CONSULTANT OR IN WHICH CONSULTANT HAS AN
INTEREST, (I) CONSULTANT SHALL INFORM COMPANY, IN WRITING BEFORE INCORPORATING
SUCH INVENTION, IMPROVEMENT, DEVELOPMENT, CONCEPT, DISCOVERY, OR OTHER
PROPRIETARY INFORMATION INTO ANY INVENTION; AND (II) THE COMPANY IS HEREBY
GRANTED AND SHALL HAVE A NONEXCLUSIVE, ROYALTY-FREE, PERPETUAL, IRREVOCABLE,
WORLDWIDE LICENSE TO MAKE, HAVE MADE, MODIFY, USE, AND SELL SUCH ITEM AS PART OF
OR IN CONNECTION WITH SUCH INVENTION.
CONSULTANT SHALL NOT INCORPORATE ANY
INVENTION, IMPROVEMENT, DEVELOPMENT, CONCEPT, DISCOVERY, OR OTHER PROPRIETARY
INFORMATION OWNED BY ANY THIRD PARTY INTO ANY INVENTION WITHOUT COMPANY'S PRIOR
WRITTEN PERMISSION.
(D)
ATTORNEY IN FACT.
CONSULTANT AGREES THAT IF THE COMPANY IS UNABLE BECAUSE
OF CONSULTANT'S UNAVAILABILITY, DISSOLUTION, MENTAL OR PHYSICAL INCAPACITY, OR
FOR ANY OTHER REASON, TO SECURE CONSULTANT'S SIGNATURE TO APPLY FOR OR TO PURSUE
ANY APPLICATION FOR ANY UNITED STATES OR FOREIGN PATENTS OR COPYRIGHT
REGISTRATIONS COVERING THE INVENTIONS ASSIGNED TO THE COMPANY ABOVE, THEN
CONSULTANT HEREBY IRREVOCABLY DESIGNATES AND APPOINTS THE COMPANY AND ITS DULY
AUTHORIZED OFFICERS AND AGENTS AS CONSULTANT'S AGENT AND ATTORNEY IN FACT, TO
ACT FOR AND IN CONSULTANT'S BEHALF AND STEAD TO EXECUTE AND FILE ANY SUCH
APPLICATIONS AND TO DO ALL OTHER LAWFULLY PERMITTED ACTS TO FURTHER THE
PROSECUTION AND ISSUANCE OF PATENTS AND COPYRIGHT REGISTRATIONS THEREON WITH THE
SAME LEGAL FORCE AND EFFECT AS IF EXECUTED BY CONSULTANT.
4.
CONFLICTING OBLIGATIONS
Consultant certifies that Consultant has no outstanding agreement or obligation
that is in conflict with any of the provisions of