ANY OTHER CONSULTING, EMPLOYMENT, OR OTHER
AGREEMENT WHICH WOULD AFFECT THE COMPANY'S RIGHTS OR CONSULTANT'S DUTIES UNDER
THIS AGREEMENT.
5.
CONFIDENTIALITY.
5.1.
PROTECTION OF INFORMATION AND SCIENTIFIC
PUBLICATIONS.
CONSULTANT SHALL HOLD ALL THE COMPANY CONFIDENTIAL INFORMATION
(AS DEFINED BELOW) IN CONFIDENCE AND SHALL NOT DISCLOSE CONFIDENTIAL INFORMATION
TO ANY UNAUTHORIZED PERSON.
EXCEPT AS REQUIRED IN HIS DUTIES FOR THE COMPANY,
CONSULTANT WILL NEVER DIRECTLY OR INDIRECTLY USE, DISSEMINATE, DISCLOSE, LECTURE
UPON, OR PUBLISH ARTICLES CONCERNING, CONFIDENTIAL INFORMATION OR REMOVE
CONFIDENTIAL INFORMATION FROM THE COMPANY'S PREMISES.
5.2.
RECORDS.
CONSULTANT AGREES TO KEEP SEPARATE
AND SEGREGATED FROM OTHER WORK ALL DOCUMENTS, RECORDS, NOTEBOOKS AND
CORRESPONDENCE WHICH DIRECTLY RELATE TO HIS WORK UNDER THIS AGREEMENT.
5.3.
COMPANY PROPERTY.
ALL NOTES, MEMORANDA,
REPORTS, DRAWINGS, MANUALS, MATERIALS, FILES, SAMPLES, PRODUCTS, DATA, AND ANY
PAPERS OR RECORDS OF EVERY KIND WHICH ARE OR SHALL COME INTO CONSULTANT'S
POSSESSION AT ANY TIME DURING THE CONSULTING PERIOD RELATED TO THE BUSINESS OF
THE COMPANY SHALL BE THE SOLE AND EXCLUSIVE PROPERTY OF THE COMPANY, WHETHER OR
NOT SUCH ITEMS ARE CONFIDENTIAL INFORMATION.
THIS PROPERTY SHALL BE SURRENDERED
TO THE COMPANY UPON TERMINATION OF THE CONSULTING PERIOD OR UPON REQUEST OF THE
COMPANY AT ANY TIME EITHER DURING OR AFTER THE TERMINATION OF THE CONSULTING
PERIOD, AND NO COPIES, NOTES, OR EXCERPTS THEREOF SHALL BE RETAINED.
5.4.
INFORMATION OF OTHERS.
CONSULTANT WILL
SAFEGUARD AND KEEP CONFIDENTIAL THE PROPRIETARY INFORMATION OF CUSTOMERS,
VENDORS, CONSULTANTS, AND OTHER PARTIES WITH WHICH THE COMPANY DOES BUSINESS TO
THE SAME EXTENT AS IF IT WERE COMPANY CONFIDENTIAL INFORMATION.
CONSULTANT WILL
NOT, DURING HIS CONSULTING WITH THE COMPANY OR OTHERWISE, USE OR DISCLOSE TO THE
COMPANY ANY CONFIDENTIAL, TRADE SECRET, OR OTHER PROPRIETARY INFORMATION OR
MATERIAL OF ANY PREVIOUS EMPLOYER OR OTHER PERSON, AND WILL NOT BRING ONTO THE
COMPANY'S PREMISES ANY UNPUBLISHED DOCUMENT OR ANY OTHER PROPERTY BELONGING TO
ANY FORMER EMPLOYER WITHOUT THE WRITTEN CONSENT OF THAT FORMER EMPLOYER.
6.
INVENTIONS.
6.1.
COMPANY PROPERTY.
ALL INVENTIONS (AS DEFINED
BELOW) MADE, CONCEIVED, OR COMPLETED BY CONSULTANT, INDIVIDUALLY OR IN
CONJUNCTION WITH OTHERS, RESULTING FROM WORK OR CONSULTING SERVICES PERFORMED BY
CONSULTANT ON BEHALF OF THE COMPANY OR FROM ACCESS TO THE COMPANY CONFIDENTIAL
INFORMATION OR PROPERTY, WHETHER OR NOT PATENTABLE, COPYRIGHTABLE, OR QUALIFIED
FOR MASK WORK PROTECTION, SHALL BE THE SOLE AND EXCLUSIVE PROPERTY OF THE
COMPANY AND
2
TO THE EXTENT PERMITTED BY LAW SHALL BE "WORKS MADE FOR HIRE."
CONSULTANT
HEREBY ASSIGNS AND AGREES TO ASSIGN TO THE COMPANY OR ITS DESIGNEE, WITHOUT
FURTHER CONSIDERATION, HIS ENTIRE RIGHT, TITLE, AND INTEREST IN AND TO ALL
INVENTIONS, OTHER THAN THOSE PROTECTED BY SECTION 2870 OF THE CALIFORNIA LABOR
CODE, INCLUDING ALL RIGHTS TO OBTAIN, REGISTER, PERFECT, AND ENFORCE PATENTS,
COPYRIGHTS, MASK WORK RIGHTS, AND OTHER INTELLECTUAL PROPERTY PROTECTION FOR
INVENTIONS.
6.2.
TECHNICAL INFORMATION, COPYRIGHTS, PATENTS.
CONSULTANT SHALL, WITHOUT ROYALTY OR ANY OTHER FURTHER CONSIDERATION TO
CONSULTANT THEREFORE, BUT AT THE EXPENSE OF THE COMPANY:
6.2.1.
DISCLOSURE.
AS PROMPTLY AS KNOWN OR POSSESSED BY
CONSULTANT, DISCLOSE TO THE COMPANY ALL INFORMATION WITH RESPECT