IMMEDIATELY THE UNPAID BALANCE TO THE COMPANY.
11.
DEVELOPMENTS.
(A)
AGREEMENT TO BRING ALL DEVELOPMENTS TO THE
ATTENTION OF THE COMPANY.
DURING THE COURSE OF EMPLOYMENT WITH THE COMPANY,
EXECUTIVE MAY CONCEIVE ENHANCEMENTS TO THE PRODUCTS MANUFACTURED OR SOLD BY
THE
COMPANY OR MAY CONCEIVE NEW PRODUCTS WHICH PERFORM FUNCTIONS SIMILAR TO PRODUCTS
MANUFACTURED OR SOLD BY THE COMPANY OR MAY CONCEIVE OTHER NEW PRODUCTS RELATED
TO THE BUSINESS OF THE COMPANY OR MAY DEVELOP IDEAS, PLANS AND OPPORTUNITIES.
EXECUTIVE SHALL DISCLOSE PROMPTLY AND FULLY TO THE COMPANY ANY AND ALL IDEAS,
BUSINESS DEVELOPMENTS, PLANS AND OPPORTUNITIES, NEW PRODUCTS OR SYSTEMS,
INVENTIONS, DISCOVERIES, ENHANCEMENTS AND IMPROVEMENTS
("DEVELOPMENTS"),
WHETHER OR NOT PATENTABLE OR SUBJECT TO COPYRIGHTS, CONCEIVED OR MADE BY
EXECUTIVE DURING THE EMPLOYMENT PERIOD, DURING WORK HOURS OR OTHERWISE AND ON
THE COMPANY'S PREMISES OR OTHERWISE.
EMPLOYEE RECOGNIZES THAT PURSUANT TO THIS
ARRANGEMENT THAT THE COMPANY MAY DEVELOP A NEW PRODUCT THAT GENERATES WIDESPREAD
MARKET APPEAL.
(B)
AGREEMENT THAT ALL DEVELOPMENTS ARE PROPERTY
OF THE COMPANY.
EXECUTIVE AGREES THAT ALL DEVELOPMENTS SHALL BE THE SOLE
PROPERTY OF THE COMPANY, AND EXECUTIVE HEREBY ASSIGNS TO THE COMPANY, WITHOUT
FURTHER COMPENSATION, ALL OF HIS RIGHT, TITLE, AND INTEREST IN AND TO SUCH
DEVELOPMENTS AND ANY AND ALL RELATED PATENTS, PATENT APPLICATIONS, COPYRIGHTS,
COPYRIGHT APPLICATIONS, TRADEMARKS, AND TRADE NAMES IN THE UNITED STATES AND
ELSEWHERE.
EXECUTIVE SHALL ASSIST THE COMPANY IN OBTAINING AND ENFORCING
PATENT, COPYRIGHT, AND ANY OTHER FORMS OF LEGAL PROTECTION FOR THE DEVELOPMENTS
IN ANY COUNTRY.
UPON REQUEST, EXECUTIVE WILL SIGN ALL APPLICATIONS,
ASSIGNMENTS, INSTRUMENTS AND PAPERS TO PERFORM ALL ACTS NECESSARY OR DESIRED BY
THE COMPANY TO ASSIGN ALL SUCH DEVELOPMENTS COMPLETELY TO THE COMPANY AND TO
ENABLE THE COMPANY, ITS SUCCESSORS, ASSIGNS AND NOMINEES, TO SECURE AND
17
ENJOY THE FULL AND EXCLUSIVE BENEFITS AND ADVANTAGES THEREOF.
EXECUTIVE WILL
NOT, AT ANY TIME, EITHER DURING THE TERM OF THIS AGREEMENT OR THEREAFTER,
DISCLOSE TO OTHERS, OR USE FOR HIS OWN BENEFIT OR THE BENEFIT OF OTHERS, ANY OF
THE DEVELOPMENTS.
EXECUTIVE AGREES THAT THE ENHANCEMENT AND DEVELOPMENT OF ALL
DEVELOPMENTS CAPABLE OF COPYRIGHT PROTECTION IS "WORK FOR HIRE" WITHIN THE
MEANING OF THE COPYRIGHT ACT OF 1976.
THESE OBLIGATIONS SHALL CONTINUE BEYOND
THE TERMINATION DATE WITH RESPECT TO DEVELOPMENTS, WHETHER PATENTABLE OR NOT,
CONCEIVED OR MADE BY EXECUTIVE DURING HIS EMPLOYMENT WITH THE COMPANY, AND SHALL
BE BINDING UPON EXECUTIVE'S ASSIGNS, PERSONAL REPRESENTATIVES, ADMINISTRATORS
AND OTHER LEGAL REPRESENTATIVES.
(C)
PENALTY FOR VIOLATION.
IN THE EVENT IT IS
DETERMINED THAT THE EXECUTIVE HAS VIOLATED THE PROVISIONS OF THIS SECTION 11,
THE EXECUTIVE, WITHOUT ANY FURTHER ACTION BY THE COMPANY OR EXECUTIVE, SHALL
FORFEIT, AS OF THE FIRST DAY OF ANY SUCH VIOLATION ANY AMOUNT OWED TO EXECUTIVE
UNDER SECTION 6(B), OTHER THAN THE ACCRUED BENEFITS.
THE COMPANY SHALL BE
ENTITLED TO REIMBURSEMENT FROM THE EXECUTIVE OF ANY FEES AND EXPENSES (INCLUDING
ATTORNEYS' FEES) INCURRED BY OR ON BEHALF OF THE COMPANY IN ENFORCING THE
COMPANY'S RIGHTS UNDER THIS SECTION 11.
BY ENTERING INTO THIS AGREEMENT, THE
EXECUTIVE HEREBY