RELATE TO THE
BUSINESS OR RESEARCH AND DEVELOPMENT CONDUCTED OR PLANNED TO BE CONDUCTED BY THE
COMPANY AT THE TIME SUCH DEVELOPMENT IS CREATED, MADE, CONCEIVED OR REDUCED TO
PRACTICE AND WHICH ARE MADE AND CONCEIVED BY YOU NOT DURING NORMAL WORKING
HOURS, NOT ON THE COMPANY'S PREMISES AND NOT USING THE COMPANY'S TOOLS, DEVICES,
EQUIPMENT OR PROPRIETARY INFORMATION.
YOU UNDERSTAND THAT, TO THE EXTENT THIS
LETTER AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF ANY STATE
WHICH PRECLUDES A REQUIREMENT IN AN EMPLOYEE AGREEMENT TO ASSIGN CERTAIN CLASSES
OF INVENTIONS MADE BY AN EMPLOYEE, THIS PARAGRAPH (B) SHALL BE INTERPRETED NOT
TO APPLY TO ANY INVENTION WHICH A COURT RULES AND/OR THE COMPANY AGREES FALLS
WITHIN SUCH CLASSES.
YOU ALSO HEREBY WAIVE ALL CLAIMS TO MORAL RIGHTS IN ANY
DEVELOPMENTS.
(C)
YOU AGREE TO COOPERATE FULLY WITH THE
COMPANY, BOTH DURING AND AFTER YOUR EMPLOYMENT WITH THE COMPANY, WITH RESPECT TO
THE PROCUREMENT, MAINTENANCE AND ENFORCEMENT OF COPYRIGHTS, PATENTS AND OTHER
INTELLECTUAL PROPERTY RIGHTS (BOTH IN THE UNITED STATES AND FOREIGN COUNTRIES)
RELATING TO DEVELOPMENTS.
YOU SHALL SIGN ALL PAPERS, INCLUDING, WITHOUT
LIMITATION, COPYRIGHT APPLICATIONS, PATENT APPLICATIONS, DECLARATIONS, OATHS,
FORMAL ASSIGNMENTS, ASSIGNMENTS OF PRIORITY RIGHTS, AND POWERS OF ATTORNEY,
WHICH THE COMPANY MAY DEEM NECESSARY OR DESIRABLE IN ORDER TO PROTECT ITS RIGHTS
AND INTERESTS IN ANY DEVELOPMENT.
YOU FURTHER AGREE THAT IF THE COMPANY IS
UNABLE, AFTER REASONABLE EFFORT, TO SECURE YOUR SIGNATURE ON ANY SUCH PAPERS,
ANY EXECUTIVE OFFICER OF THE COMPANY SHALL BE ENTITLED TO EXECUTE ANY SUCH
PAPERS AS YOUR AGENT AND ATTORNEY-IN-FACT, AND YOU HEREBY IRREVOCABLY DESIGNATE
AND APPOINT EACH EXECUTIVE OFFICER OF THE COMPANY AS YOUR AGENT AND
ATTORNEY-IN-FACT TO EXECUTE ANY SUCH PAPERS ON YOUR BEHALF, AND TO TAKE ANY AND
ALL ACTIONS AS THE COMPANY MAY DEEM NECESSARY OR DESIRABLE IN ORDER TO PROTECT
ITS RIGHTS AND INTERESTS IN ANY DEVELOPMENT, UNDER THE CONDITIONS DESCRIBED IN
THIS SENTENCE.
6.3
UNITED STATES GOVERNMENT OBLIGATIONS.
YOU
ACKNOWLEDGE THAT THE COMPANY FROM TIME TO TIME MAY HAVE AGREEMENTS WITH OTHER
PARTIES OR WITH THE UNITED STATES GOVERNMENT, OR AGENCIES THEREOF, WHICH IMPOSE
OBLIGATIONS OR RESTRICTIONS ON THE COMPANY REGARDING INVENTIONS MADE DURING THE
COURSE OF WORK UNDER SUCH AGREEMENTS OR REGARDING THE CONFIDENTIAL NATURE OF
SUCH WORK.
YOU AGREE TO BE BOUND BY ALL SUCH OBLIGATIONS AND RESTRICTIONS WHICH
ARE MADE KNOWN TO YOU AND TO TAKE ALL APPROPRIATE ACTION NECESSARY TO DISCHARGE
THE OBLIGATIONS OF THE COMPANY UNDER SUCH AGREEMENTS.
6.4
EQUITABLE REMEDIES.
THE RESTRICTIONS
CONTAINED IN THIS SECTION 6 ARE NECESSARY FOR THE PROTECTION OF THE BUSINESS AND
GOODWILL OF THE COMPANY AND ARE CONSIDERED BY YOU TO BE REASONABLE FOR SUCH
PURPOSE.
YOU AGREE THAT ANY BREACH OF THIS SECTION 6 IS LIKELY TO CAUSE THE
COMPANY SUBSTANTIAL AND IRREVOCABLE DAMAGE WHICH IS DIFFICULT TO MEASURE.
THEREFORE, IN THE EVENT OF ANY SUCH BREACH OR THREATENED BREACH, YOU AGREE THAT
THE COMPANY, IN ADDITION TO SUCH OTHER REMEDIES WHICH MAY BE AVAILABLE, SHALL
HAVE THE RIGHT TO OBTAIN