TO
THE COMPANY ALL DOCUMENTS, RECORDS, FILES, NOTEBOOKS, MANUALS, LETTERS, NOTES,
REPORTS, CUSTOMER AND SUPPLIER LISTS, COST AND PROFIT DATA, E-MAIL, APPARATUS,
COMPUTERS, BLACKBERRIES OR OTHER PDAS, HARDWARE, SOFTWARE, DRAWINGS, BLUEPRINTS,
AND ANY OTHER MATERIAL OF THE COMPANY OR ANY OF ITS AFFILIATED ENTITIES OR
CLIENTS, INCLUDING ALL MATERIALS PERTAINING TO CONFIDENTIAL INFORMATION
DEVELOPED BY EXECUTIVE OR OTHERS, AND ALL COPIES OF SUCH MATERIALS, WHETHER OF A
TECHNICAL, BUSINESS OR FISCAL NATURE, WHETHER ON THE HARD DRIVE OF A LAPTOP OR
DESKTOP COMPUTER, IN HARD COPY, DISK OR ANY OTHER FORMAT, WHICH ARE IN HIS
POSSESSION, CUSTODY OR CONTROL.
9.
ASSIGNMENT OF INTELLECTUAL PROPERTY.
(A)
EXECUTIVE WILL PROMPTLY DISCLOSE TO THE COMPANY ANY IDEA, INVENTION,
DISCOVERY OR IMPROVEMENT, WHETHER PATENTABLE OR NOT ("CREATIONS"), CONCEIVED OR
MADE BY HIM ALONE OR WITH OTHERS AT ANY TIME DURING HIS EMPLOYMENT.
EXECUTIVE
AGREES THAT THE COMPANY OWNS ANY SUCH CREATIONS CONCEIVED OR MADE BY EXECUTIVE
ALONE OR WITH OTHERS AT ANY TIME DURING HIS EMPLOYMENT, AND EXECUTIVE HEREBY
ASSIGNS AND AGREES TO ASSIGN TO THE COMPANY ALL MORAL OR OTHER RIGHTS HE HAS OR
MAY ACQUIRE THEREIN AND AGREES TO EXECUTE ANY AND ALL APPLICATIONS, ASSIGNMENTS
AND OTHER INSTRUMENTS RELATING THERETO WHICH THE COMPANY DEEMS NECESSARY OR
DESIRABLE.
THESE OBLIGATIONS SHALL CONTINUE BEYOND THE TERMINATION OF HIS
EMPLOYMENT WITH RESPECT TO CREATIONS AND DERIVATIVES OF SUCH CREATIONS CONCEIVED
OR MADE DURING HIS EMPLOYMENT WITH THE COMPANY.
THE COMPANY AND EXECUTIVE
UNDERSTAND THAT THE OBLIGATION TO ASSIGN CREATIONS TO THE COMPANY SHALL NOT
APPLY TO ANY CREATION WHICH IS DEVELOPED ENTIRELY ON HIS OWN TIME WITHOUT USING
ANY OF THE COMPANY'S EQUIPMENT, SUPPLIES, FACILITIES, AND/OR CONFIDENTIAL
INFORMATION UNLESS SUCH CREATION (A) RELATES IN ANY WAY TO THE BUSINESS OR TO
THE CURRENT OR ANTICIPATED RESEARCH OR DEVELOPMENT OF THE COMPANY OR ANY OF ITS
AFFILIATED ENTITIES; OR (B) RESULTS IN ANY WAY FROM HIS WORK AT THE COMPANY.
8
(B)
IN ANY JURISDICTION IN WHICH MORAL RIGHTS CANNOT BE ASSIGNED,
EXECUTIVE HEREBY WAIVES ANY SUCH MORAL RIGHTS AND ANY SIMILAR OR ANALOGOUS
RIGHTS UNDER THE APPLICABLE LAWS OF ANY COUNTRY OF THE WORLD THAT EXECUTIVE MAY
HAVE IN CONNECTION WITH THE CREATIONS, AND TO THE EXTENT SUCH WAIVER IS
UNENFORCEABLE, HEREBY COVENANTS AND AGREES NOT TO BRING ANY CLAIM, SUIT OR OTHER
LEGAL PROCEEDING AGAINST THE COMPANY OR ANY OF ITS AFFILIATED ENTITIES CLAIMING
THAT EXECUTIVE'S MORAL RIGHTS TO THE CREATIONS HAVE BEEN VIOLATED.
(C)
EXECUTIVE WILL NOT ASSERT ANY RIGHTS TO ANY INVENTION, DISCOVERY,
IDEA OR IMPROVEMENT RELATING TO THE BUSINESS OF THE COMPANY OR ANY OF ITS
AFFILIATED ENTITIES OR TO HIS DUTIES HEREUNDER AS HAVING BEEN MADE OR ACQUIRED
BY EXECUTIVE PRIOR TO HIS WORK FOR THE COMPANY, EXCEPT FOR THE MATTERS, IF ANY,
DESCRIBED IN EXHIBIT B TO THIS AGREEMENT.
(D)
DURING THE TERM, IF EXECUTIVE INCORPORATES INTO A PRODUCT OR
PROCESS OF THE COMPANY OR ANY OF ITS AFFILIATED ENTITIES ANYTHING LISTED OR
DESCRIBED IN EXHIBIT B, THE COMPANY IS HEREBY GRANTED AND SHALL HAVE A
NON-EXCLUSIVE, ROYALTY-FREE,