OR WHICH CONSULTANT MAY BECOME ASSOCIATED WITH
IN WORK, INVESTIGATION OR EXPERIMENTATION IN THE LINE OF BUSINESS OF COMPANY IN
PERFORMING THE SERVICES HEREUNDER (COLLECTIVELY, "WORK PRODUCT"), ARE THE SOLE
PROPERTY OF COMPANY.
CONSULTANT FURTHER SHALL ASSIGN (OR CAUSE TO BE ASSIGNED)
AND DOES HEREBY ASSIGN FULLY TO COMPANY ALL WORK PRODUCT AND ANY COPYRIGHTS,
PATENTS, MASK WORK RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS RELATING
THERETO.
FURTHER ASSURANCES.
CONSULTANT SHALL ASSIST COMPANY, OR ITS DESIGNEE, AT
COMPANY'S EXPENSE, IN EVERY PROPER WAY TO SECURE COMPANY'S RIGHTS IN THE WORK
PRODUCT AND ANY COPYRIGHTS, PATENTS, MASK WORK RIGHTS OR OTHER INTELLECTUAL
PROPERTY RIGHTS RELATING THERETO IN ANY AND ALL COUNTRIES, INCLUDING THE
DISCLOSURE TO COMPANY OF ALL PERTINENT INFORMATION AND DATA WITH RESPECT
THERETO, THE EXECUTION OF ALL APPLICATIONS, SPECIFICATIONS, OATHS, ASSIGNMENTS
AND ALL OTHER INSTRUMENTS THAT COMPANY DEEMS NECESSARY IN ORDER TO APPLY FOR AND
OBTAIN SUCH RIGHTS AND IN ORDER TO ASSIGN AND CONVEY TO COMPANY, ITS SUCCESSORS,
ASSIGNS AND NOMINEES THE SOLE AND EXCLUSIVE RIGHT, TITLE AND INTEREST IN AND TO
SUCH WORK PRODUCT, AND ANY COPYRIGHTS, PATENTS, MASK WORK RIGHTS 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 WILL CONTINUE AFTER
THE TERMINATION OF THIS CONSULTING AGREEMENT.
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,
(1) CONSULTANT SHALL INFORM COMPANY, IN WRITING BEFORE INCORPORATING SUCH
INVENTION, IMPROVEMENT, DEVELOPMENT, CONCEPT, DISCOVERY OR OTHER PROPRIETARY
INFORMATION INTO ANY INVENTION; AND (2) 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.
ATTORNEY IN FACT.
WHERE 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 MASK WORK OR COPYRIGHT
REGISTRATIONS COVERING THE WORK PRODUCT ASSIGNED TO COMPANY ABOVE, THEN
CONSULTANT HEREBY IRREVOCABLY DESIGNATES AND APPOINTS 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
2
FURTHER THE PROSECUTION AND ISSUANCE OF PATENTS, COPYRIGHT AND MASK WORK
REGISTRATIONS THEREON WITH THE SAME LEGAL FORCE AND EFFECT AS IF EXECUTED BY
CONSULTANT.
4.
CONFLICTING OBLIGATIONS
CONFLICTING OBLIGATIONS/RESTRICTIVE COVENANTS.
CONSULTANT CERTIFIES THAT
CONSULTANT HAS NO OUTSTANDING AGREEMENT OR OBLIGATION THAT IS IN CONFLICT WITH
ANY