A PARTY DESIGNATED BY THE COMPANY, AT
THE COMPANY'S REQUEST AND WITHOUT ADDITIONAL COMPENSATION, ALL OF THE EMPLOYEE'S
RIGHT TO THE EMPLOYEE INVENTION FOR THE UNITED STATES AND ALL FOREIGN
JURISDICTIONS;
(III)
EXECUTE AND DELIVER TO THE COMPANY SUCH APPLICATIONS,
ASSIGNMENTS, AND OTHER DOCUMENTS AS THE COMPANY MAY REQUEST IN ORDER TO APPLY
FOR AND OBTAIN PATENTS OR OTHER REGISTRATIONS WITH RESPECT TO ANY EMPLOYEE
INVENTION IN THE UNITED STATES AND ANY FOREIGN JURISDICTIONS;
(IV)
SIGN ALL OTHER PAPERS NECESSARY TO CARRY OUT
THE ABOVE OBLIGATIONS; AND
(V)
GIVE TESTIMONY AND RENDER ANY OTHER ASSISTANCE IN SUPPORT OF THE
COMPANY'S RIGHTS TO ANY EMPLOYEE INVENTION.
9.
ESSENTIAL AND INDEPENDENT COVENANTS.
THE EMPLOYEE'S COVENANTS IN
SECTIONS 7 AND 8 OF THIS AGREEMENT ARE INDEPENDENT COVENANTS, AND THE EXISTENCE
OF ANY CLAIM BY THE EMPLOYEE AGAINST THE COMPANY UNDER THIS AGREEMENT OR
OTHERWISE WILL NOT EXCUSE THE EMPLOYEE'S BREACH OF ANY COVENANT IN SECTION 7 OR
8.
THE COVENANTS OF SECTIONS 7 AND 8 SHALL
9
SURVIVE THE TERMINATION, EXTINGUISHMENT, OR LAPSE OF THIS AGREEMENT UNDER ANY
CIRCUMSTANCES, EVEN IF THIS AGREEMENT IS TERMINATED BY EITHER PARTY, WHETHER FOR
CAUSE OR NOT FOR CAUSE.
10.
REPRESENTATIONS AND WARRANTIES BY THE EMPLOYEE. THE EMPLOYEE
REPRESENTS AND WARRANTS TO THE COMPANY THAT THE EXECUTION AND DELIVERY BY THE
EMPLOYEE OF THIS AGREEMENT DO NOT, AND THE PERFORMANCE BY THE EMPLOYEE OF THE
EMPLOYEE'S OBLIGATIONS HEREUNDER WILL NOT, WITH OR WITHOUT THE GIVING OF NOTICE
OR THE PASSAGE OF TIME, OR BOTH: (A) VIOLATE ANY JUDGMENT, WRIT, INJUNCTION, OR
ORDER OF ANY COURT, ARBITRATOR, OR GOVERNMENTAL AGENCY APPLICABLE TO THE
EMPLOYEE, OR (B) CONFLICT WITH, RESULT IN THE BREACH OF ANY PROVISIONS OF OR THE
TERMINATION OF, OR CONSTITUTE A DEFAULT UNDER, ANY AGREEMENT TO WHICH THE
EMPLOYEE IS A PARTY OR BY WHICH THE EMPLOYEE IS OR MAY BE BOUND, INCLUDING,
WITHOUT LIMITATION, ANY NONCOMPETITION AGREEMENT OR SIMILAR AGREEMENT.
EMPLOYEE
FURTHER REPRESENTS AND WARRANTS THAT HE FULLY AND COMPLETELY UNDERSTANDS THIS
AGREEMENT AND THAT HE HAS ENGAGED IN NEGOTIATIONS WITH THE COMPANY AND HAS
EITHER CONSULTED WITH AN ATTORNEY OF HIS CHOICE OR HAS HAD AMPLE OPPORTUNITY TO
DO SO AND IS FULLY SATISFIED WITH THE OPPORTUNITY HE HAS HAD.
11.
NOTICES.
FOR PURPOSES OF THIS AGREEMENT, NOTICES AND ALL OTHER
COMMUNICATIONS PROVIDED FOR HEREIN SHALL BE IN WRITING AND SHALL BE DEEMED TO
HAVE BEEN DULY GIVEN WHEN HAND-DELIVERED, SENT BY FACSIMILE TRANSMISSION (AS
LONG AS RECEIPT IS ACKNOWLEDGED), OR MAILED BY UNITED STATES CERTIFIED OR
REGISTERED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, ADDRESSED TO THE
ADDRESS OR FACSIMILE NUMBER FOR EACH PARTY SET FORTH ON THE SIGNATURE PAGE
HERETO, OR TO SUCH OTHER ADDRESS OR FACSIMILE NUMBER AS EITHER PARTY MAY HAVE
FURNISHED TO THE OTHER IN WRITING IN ACCORDANCE HEREWITH, EXCEPT THAT A NOTICE
OF CHANGE OF ADDRESS SHALL BE EFFECTIVE ONLY UPON RECEIPT.
12.
MISCELLANEOUS.
NO PROVISION OF THIS AGREEMENT MAY BE MODIFIED OR
WAIVED UNLESS SUCH WAIVER OR MODIFICATION IS AGREED TO IN WRITING SIGNED BY BOTH
OF