ACTIVITIES WHICH ARE THE SAME AS OR IN DIRECT COMPETITION
WITH BUSINESS ACTIVITIES CARRIED ON BY THE COMPANY, OR BEING DEFINITIVELY
PLANNED BY THE COMPANY AT THE TIME OF TERMINATION OF EMPLOYEE'S EMPLOYMENT.
NOTHING CONTAINED IN THIS SUBSECTION SHALL PREVENT EMPLOYEE FROM HOLDING FOR
INVESTMENT UP TO THREE PERCENT (3%) OF ANY CLASS OF EQUITY SECURITIES OF A
COMPANY WHOSE SECURITIES ARE PUBLICLY TRADED ON A NATIONAL SECURITIES EXCHANGE
OR IN A NATIONAL MARKET SYSTEM.
D.
INTELLECTUAL PROPERTY & COMPANY CREATIONS.
(1)
OWNERSHIP.
ALL RIGHT, TITLE AND INTEREST IN AND TO ANY AND ALL IDEAS,
INVENTIONS, DESIGNS, TECHNOLOGIES, FORMULAS, METHODS, PROCESSES, DEVELOPMENT
TECHNIQUES, DISCOVERIES, COMPUTER PROGRAMS OR INSTRUCTIONS (WHETHER IN SOURCE
CODE, OBJECT CODE, OR ANY OTHER FORM), COMPUTER HARDWARE, ALGORITHMS, PLANS,
CUSTOMER LISTS, MEMORANDA, TESTS, RESEARCH, DESIGNS, SPECIFICATIONS, MODELS,
DATA, DIAGRAMS, FLOW CHARTS, TECHNIQUES (WHETHER REDUCED TO WRITTEN FORM OR
OTHERWISE), PATENTS, PATENT APPLICATIONS, FORMATS, TEST RESULTS, MARKETING AND
BUSINESS IDEAS, TRADEMARKS, TRADE SECRETS, SERVICE MARKS, TRADE DRESS, LOGOS,
TRADE NAMES, FICTITIOUS NAMES, BRAND NAMES, CORPORATE NAMES, ORIGINAL WORKS OF
AUTHORSHIP, COPYRIGHTS, COPYRIGHTABLE WORKS, MASK WORKS, COMPUTER SOFTWARE, ALL
OTHER SIMILAR INTANGIBLE PERSONAL PROPERTY, AND ALL IMPROVEMENTS, DERIVATIVE
WORKS, KNOW-HOW, DATA, RIGHTS AND CLAIMS RELATED TO THE FOREGOING THAT HAVE BEEN
OR ARE CONCEIVED, DEVELOPED OR CREATED IN WHOLE OR IN PART BY THE EMPLOYEE (A)
AT ANY TIME AND AT ANY PLACE THAT RELATES DIRECTLY OR INDIRECTLY TO THE BUSINESS
OF THE COMPANY, AS THEN OPERATED, OPERATED IN THE PAST OR UNDER CONSIDERATION OR
DEVELOPMENT OR (B) AS A RESULT OF TASKS ASSIGNED TO EMPLOYEE BY THE COMPANY
(COLLECTIVELY, "COMPANY CREATIONS"), SHALL BE AND BECOME AND REMAIN THE SOLE AND
EXCLUSIVE PROPERTY OF THE COMPANY AND SHALL BE CONSIDERED "WORKS MADE FOR HIRE"
AS THAT TERM IS DEFINED PURSUANT TO APPLICABLE STATUTES AND LAW.
(2)
ASSIGNMENT.
TO THE EXTENT THAT ANY OF THE COMPANY CREATIONS MAY NOT BY
LAW BE CONSIDERED A WORK MADE FOR HIRE, OR TO THE EXTENT THAT, NOTWITHSTANDING
THE FOREGOING, EMPLOYEE RETAINS ANY INTEREST IN OR TO THE COMPANY CREATIONS,
EMPLOYEE HEREBY IRREVOCABLY ASSIGNS AND TRANSFERS TO THE COMPANY ANY AND ALL
RIGHT, TITLE, OR INTEREST THAT EMPLOYEE HAS OR MAY HAVE, EITHER NOW OR IN THE
FUTURE, IN AND TO THE COMPANY CREATIONS, AND ANY DERIVATIVES THEREOF, WITHOUT
THE NECESSITY OF FURTHER CONSIDERATION.
EMPLOYEE SHALL PROMPTLY AND FULLY
DISCLOSE ALL COMPANY CREATIONS TO THE COMPANY AND SHALL HAVE NO CLAIM FOR
ADDITIONAL COMPENSATION FOR COMPANY CREATIONS.
THE COMPANY SHALL BE ENTITLED TO
OBTAIN AND HOLD IN ITS OWN NAME ALL COPYRIGHTS, PATENTS, TRADE SECRETS,
TRADEMARKS, AND SERVICE MARKS WITH RESPECT TO SUCH COMPANY CREATIONS.
(3)
DISCLOSURE & COOPERATION.
EMPLOYEE SHALL KEEP AND MAINTAIN ADEQUATE AND
CURRENT WRITTEN RECORDS OF ALL COMPANY CREATIONS AND THEIR DEVELOPMENT BY
EMPLOYEE (SOLELY OR JOINTLY WITH OTHERS), WHICH RECORDS SHALL BE AVAILABLE AT
ALL TIMES TO AND REMAIN THE SOLE PROPERTY OF THE COMPANY.
EMPLOYEE SHALL
COMMUNICATE PROMPTLY AND DISCLOSE TO THE COMPANY, IN SUCH FORM AS THE COMPANY
MAY REASONABLY REQUEST, ALL INFORMATION, DETAILS AND DATA