EMPLOYEE MAY RETAIN
ONLY THOSE PORTIONS OF ANY PERSONAL NOTES, NOTEBOOKS AND DIARIES THAT DO NOT
CONTAIN ANY CONFIDENTIAL INFORMATION; AND (Z) NOTIFY AND FULLY COOPERATE WITH
THE COMPANY REGARDING THE DELIVERY OR DESTRUCTION OF ANY OTHER CONFIDENTIAL
INFORMATION OF WHICH EMPLOYEE IS OR BECOMES AWARE.
5.3.
Intellectual Property.
(A)
IF EMPLOYEE HAS CREATED, INVENTED, DESIGNED, DEVELOPED,
CONTRIBUTED TO OR IMPROVED ANY WORKS OF AUTHORSHIP, INVENTIONS, INTELLECTUAL
PROPERTY, MATERIALS, DOCUMENTS OR OTHER WORK PRODUCT (INCLUDING WITHOUT
LIMITATION, RESEARCH, REPORTS, SOFTWARE, DATABASES, SYSTEMS, APPLICATIONS,
PRESENTATIONS, TEXTUAL WORKS, CONTENT, OR AUDIOVISUAL MATERIALS) ("WORKS"),
EITHER ALONE OR WITH THIRD PARTIES, PRIOR TO EMPLOYEE'S EMPLOYMENT BY THE
COMPANY, THAT ARE RELEVANT TO OR IMPLICATED BY SUCH EMPLOYMENT ("PRIOR WORKS"),
EMPLOYEE HEREBY GRANTS THE COMPANY A PERPETUAL, NON-EXCLUSIVE, ROYALTY-FREE,
WORLDWIDE, ASSIGNABLE, SUBLICENSABLE LICENSE UNDER ALL RIGHTS AND INTELLECTUAL
PROPERTY RIGHTS (INCLUDING RIGHTS UNDER PATENT, INDUSTRIAL PROPERTY, COPYRIGHT,
TRADEMARK, TRADE SECRET, UNFAIR COMPETITION AND RELATED LAWS) THEREIN FOR ALL
PURPOSES IN CONNECTION WITH THE COMPANY'S CURRENT AND FUTURE BUSINESS.
9
(B)
IF EMPLOYEE CREATES, INVENTS, DESIGNS, DEVELOPS, CONTRIBUTES TO OR
IMPROVES ANY WORKS, EITHER ALONE OR WITH THIRD PARTIES, AT ANY TIME DURING
EMPLOYEE'S EMPLOYMENT BY THE COMPANY AND WITHIN THE SCOPE OF SUCH EMPLOYMENT
AND/OR WITH THE USE OF ANY THE COMPANY RESOURCES ("COMPANY WORKS"), EMPLOYEE
SHALL PROMPTLY AND FULLY DISCLOSE SAME TO THE COMPANY AND HEREBY IRREVOCABLY
ASSIGNS, TRANSFERS AND CONVEYS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, ALL RIGHTS AND INTELLECTUAL PROPERTY RIGHTS THEREIN (INCLUDING RIGHTS UNDER
PATENT, INDUSTRIAL PROPERTY, COPYRIGHT, TRADEMARK, TRADE SECRET, UNFAIR
COMPETITION AND RELATED LAWS) TO THE COMPANY TO THE EXTENT OWNERSHIP OF ANY SUCH
RIGHTS DOES NOT VEST ORIGINALLY IN THE COMPANY.
(C)
EMPLOYEE AGREES TO KEEP AND MAINTAIN ADEQUATE AND CURRENT WRITTEN
RECORDS (IN THE FORM OF NOTES, SKETCHES, DRAWINGS, AND ANY OTHER FORM OR MEDIA
REQUESTED BY THE COMPANY) OF ALL COMPANY WORKS. THE RECORDS WILL BE AVAILABLE TO
AND REMAIN THE SOLE PROPERTY AND INTELLECTUAL PROPERTY OF THE COMPANY AT ALL
TIMES.
(D)
EMPLOYEE SHALL TAKE ALL REQUESTED ACTIONS AND EXECUTE ALL
REQUESTED DOCUMENTS (INCLUDING ANY LICENSES OR ASSIGNMENTS REQUIRED BY A
GOVERNMENT CONTRACT) AT THE COMPANY'S EXPENSE (BUT WITHOUT FURTHER REMUNERATION)
TO ASSIST THE COMPANY IN VALIDATING, MAINTAINING, PROTECTING, ENFORCING,
PERFECTING, RECORDING, PATENTING OR REGISTERING ANY OF THE COMPANY'S RIGHTS IN
THE PRIOR WORKS AND COMPANY WORKS. IF THE COMPANY IS UNABLE FOR ANY OTHER REASON
TO SECURE EMPLOYEE'S SIGNATURE ON ANY DOCUMENT FOR THIS PURPOSE, THEN EMPLOYEE
HEREBY IRREVOCABLY DESIGNATES AND APPOINTS THE COMPANY AND ITS DULY AUTHORIZED
OFFICERS AND AGENTS AS EMPLOYEE'S AGENT AND ATTORNEY IN FACT, TO ACT FOR AND IN
EMPLOYEE'S BEHALF AND STEAD TO EXECUTE ANY DOCUMENTS AND TO DO ALL OTHER
LAWFULLY PERMITTED ACTS IN CONNECTION WITH THE FOREGOING.
(E)
EMPLOYEE SHALL NOT IMPROPERLY USE FOR THE BENEFIT OF, BRING TO ANY
PREMISES OF, DIVULGE, DISCLOSE, COMMUNICATE, REVEAL, TRANSFER OR PROVIDE ACCESS
TO, OR SHARE WITH THE COMPANY ANY CONFIDENTIAL, PROPRIETARY OR NON-PUBLIC
INFORMATION OR INTELLECTUAL PROPERTY RELATING TO A FORMER EMPLOYER OR OTHER
THIRD PARTY