NOT CONCEIVED OR, CREATED OR OTHERWISE
DEVELOPED DURING REGULAR BUSINESS HOURS AND WHETHER OR NOT CONCEIVED, CREATED OR
OTHERWISE DEVELOPED ON THE COMPANY'S PREMISES), AND (II) IF BASED IN ANY WAY ON
PROPRIETARY INFORMATION DURING OR AFTER TERMINATION OF THE CONSULTING PERIOD.
EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, INVENTION IDEAS
SHALL INCLUDE ALL WORK PRODUCT DELIVERED TO COMPANY IN CONNECTION WITH THE
SERVICES PERFORMED UNDER THIS AGREEMENT; PROVIDED THAT ANY INVENTION CONSULTANT
HAS DEVELOPED OR DEVELOPS FOR USE IN HIS CONSULTING BUSINESS, WHICH IS NEITHER
DEVELOPED IN CONNECTION WITH THE CONSULTANT'S SERVICES FOR THE COMPANY NOR BASED
IN ANY WAY ON THE COMPANY'S PROPRIETARY INFORMATION, SHALL NOT BE INCLUDED IN
THE "INVENTION IDEA".
(B)
DISCLOSURE. CONSULTANT AGREES TO MAINTAIN ADEQUATE AND CURRENT
WRITTEN RECORDS ON THE DEVELOPMENT OF ALL INVENTION IDEAS AND TO DISCLOSE
PROMPTLY TO THE COMPANY ALL INVENTION IDEAS AND RELEVANT RECORDS, WHICH RECORDS
WILL REMAIN THE SOLE PROPERTY OF THE COMPANY. CONSULTANT FURTHER
4
AGREES THAT ALL INFORMATION AND RECORDS PERTAINING TO ANY IDEA, PROCESS,
TRADEMARK, SERVICE MARK, INVENTION, TECHNOLOGY, COMPUTER PROGRAM, ORIGINAL WORK
OF AUTHORSHIP, DESIGN, FORMULA, DISCOVERY, PATENT, OR COPYRIGHT THAT CONSULTANT
DOES NOT BELIEVE TO BE AN INVENTION IDEA, BUT IS CONCEIVED, DEVELOPED, OR
REDUCED TO PRACTICE BY CONSULTANT (ALONE OR WITH OTHERS) DURING THE CONSULTING
PERIOD OR DURING THE ONE YEAR PERIOD FOLLOWING TERMINATION OF THE CONSULTING
PERIOD SHALL BE PROMPTLY DISCLOSED TO THE COMPANY (SUCH DISCLOSURE TO BE
RECEIVED IN CONFIDENCE). THE COMPANY SHALL EXAMINE SUCH INFORMATION TO DETERMINE
IF IN FACT THE IDEA, PROCESS, OR INVENTION, ETC., IS AN INVENTION IDEA SUBJECT
TO THIS AGREEMENT.
(C)
ASSIGNMENT. CONSULTANT AGREES TO ASSIGN SOLELY TO THE COMPANY,
WITHOUT FURTHER CONSIDERATION, HIS ENTIRE RIGHT, TITLE, AND INTEREST (THROUGHOUT
THE UNITED STATES AND IN ALL FOREIGN COUNTRIES), FREE AND CLEAR OF ALL LIENS AND
ENCUMBRANCES, IN AND TO EACH INVENTION IDEA, WHICH SHALL BE THE SOLE PROPERTY
AND PROPRIETARY INFORMATION OF THE COMPANY, WHETHER OR NOT PATENTABLE. IN THE
EVENT ANY INVENTION IDEA SHALL BE DEEMED BY THE COMPANY TO BE PATENTABLE OR
OTHERWISE REGISTRABLE, CONSULTANT SHALL ASSIST THE COMPANY (AT ITS EXPENSE) IN
OBTAINING LETTERS PATENT OR OTHER APPLICABLE REGISTRATIONS THEREON AND SHALL
EXECUTE ALL DOCUMENTS AND DO ALL OTHER THINGS (INCLUDING TESTIFYING AT THE
COMPANY'S EXPENSE) NECESSARY OR PROPER TO OBTAIN LETTERS PATENT OR OTHER
APPLICABLE REGISTRATIONS THEREON AND TO VEST THE COMPANY OR ANY AFFILIATED
COMPANY WITH FULL TITLE THERETO. SHOULD THE COMPANY BE UNABLE TO SECURE
CONSULTANT'S SIGNATURE ON ANY DOCUMENT NECESSARY TO APPLY FOR, PROSECUTE,
OBTAIN, OR ENFORCE ANY PATENT, COPYRIGHT, OR OTHER RIGHT OR PROTECTION RELATING
TO ANY INVENTION IDEA, WHETHER DUE TO HIS MENTAL OR PHYSICAL INCAPACITY OR ANY
OTHER CAUSE, CONSULTANT HEREBY IRREVOCABLY DESIGNATES AND APPOINTS COMPANY AND
EACH OF ITS DULY AUTHORIZED OFFICERS AND AGENTS AS HIS AGENT AND ATTORNEY IN
FACT, TO ACT FOR AND IN HIS BEHALF AND STEAD AND TO EXECUTE AND FILE ANY SUCH
DOCUMENT, AND TO DO ALL OTHER LAWFULLY PERMITTED ACTS TO FURTHER THE
PROSECUTION,