TO THE COMPANY AT THE TIME OF TERMINATION THAT EMPLOYEE HAS COMPLIED
WITH THIS OBLIGATION.
5.
DISCLOSURE AND ASSIGNMENT OF INVENTIONS
5.1
EMPLOYEE AGREES TO PROMPTLY DISCLOSE TO THE COMPANY INVENTIONS,
IDEAS, PROCESSES, WRITINGS, DESIGNS, DEVELOPMENTS AND IMPROVEMENTS, WHETHER OR
NOT PROTECTABLE UNDER THE APPLICABLE PATENT, TRADEMARK OR COPYRIGHT STATUTES,
WHICH EMPLOYEE MAKES, CONCEIVES, REDUCES TO PRACTICE OR LEARNS DURING THE PERIOD
OF EMPLOYMENT BY COMPANY, EITHER ALONE OR JOINTLY WITH OTHERS, RELATING TO ANY
BUSINESS IN WHICH THE COMPANY, DURING THE PERIOD OF EMPLOYEE'S EMPLOYMENT, IS OR
MAY BE CONCERNED ("THE INVENTIONS").
SUCH DISCLOSURES SHALL BE MADE BY EMPLOYEE
TO THE COMPANY IN A WRITTEN REPORT, SETTING FORTH IN DETAIL THE STRUCTURES,
PROCEDURES AND METHODOLOGY EMPLOYED AND THE RESULTS ACHIEVED.
5.2
CONSISTENT WITH AND TO THE EXTENT PERMITTED BY APPLICABLE LAW,
EMPLOYEE HEREBY ASSIGNS AND AGREES TO ASSIGN TO THE COMPANY ALL RIGHTS IN AND TO
THE INVENTIONS AND PROPRIETARY RIGHTS THEREIN, BASED THEREON OR RELATED THERETO,
INCLUDING, BUT NOT LIMITED TO, APPLICATIONS FOR UNITED STATES AND FOREIGN
PATENTS AND RESULTING PATENTS.
5.3
EMPLOYEE FURTHER AGREES, WITHOUT CHARGE TO THE COMPANY BUT AT ITS
EXPENSE, TO ASSIST THE COMPANY IN EVERY PROPER WAY AND EXECUTE, ACKNOWLEDGE AND
DELIVER, DURING AND AFTER EMPLOYMENT BY THE COMPANY, ALL SUCH DOCUMENTS
NECESSARY AND PERFORM SUCH OTHER LEGAL ACTS AS MAY BE NECESSARY, IN THE OPINION
OF THE COMPANY, TO OBTAIN OR MAINTAIN UNITED STATES OR FOREIGN PATENTS OR OTHER
PROPRIETARY PROTECTION, FOR ANY AND ALL INVENTIONS MADE DURING HIS EMPLOYMENT BY
THE COMPANY IN ANY AND ALL COUNTRIES, AND TO VEST TITLE THEREIN TO THE COMPANY.
5.4
EMPLOYEE ACKNOWLEDGES NOTICE FROM THE COMPANY THAT THIS FOREGOING
OBLIGATION TO ASSIGN RIGHTS IN AND TO ANY INVENTIONS DOES NOT APPLY TO AN
INVENTION FOR WHICH NO EQUIPMENT, SUPPLIES, FACILITY OR TRADE SECRET INFORMATION
OF COMPANY WAS USED AND WHICH WAS DEVELOPED ENTIRELY ON EMPLOYEE'S OWN TIME AND
(1) WHICH DOES NOT RELATE (A) DIRECTLY TO THE BUSINESS OF THE COMPANY, OR (B) TO
THE COMPANY'S ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT; OR
(2) WHICH DOES NOT RESULT FROM ANY WORK PERFORMED BY EMPLOYEE FOR THE COMPANY.
5.5
EMPLOYEE FURTHER AGREES THAT PRIOR TO SEPARATION FROM EMPLOYMENT
WITH THE COMPANY FOR ANY REASON, EMPLOYEE SHALL DISCLOSE TO THE COMPANY, IN A
WRITTEN REPORT, ALL INVENTIONS, THE RIGHTS TO WHICH EMPLOYEE HAS AGREED TO
ASSIGN TO THE COMPANY UNDER 5.1 AND 5.2 ABOVE, AND WHICH EMPLOYEE HAS NOT
PREVIOUSLY DISCLOSED.
8
6.
RESTRICTIVE COVENANTS
6.1
NON-SOLICITATION.
(A)
EMPLOYEE SPECIFICALLY ACKNOWLEDGES THAT THE CONFIDENTIAL
INFORMATION DESCRIBED IN 4.1 INCLUDES CONFIDENTIAL DATA PERTAINING TO CURRENT
AND PROSPECTIVE CUSTOMERS OF THE COMPANY, THAT SUCH DATA IS A VALUABLE AND
UNIQUE ASSET OF THE COMPANY'S BUSINESS AND THAT THE SUCCESS OR FAILURE OF THE
COMPANY'S SPECIALIZED BUSINESS IS DEPENDENT IN LARGE PART UPON THE COMPANY'S
ABILITY TO ESTABLISH AND MAINTAIN CLOSE AND CONTINUING PERSONAL CONTACTS AND
WORKING RELATIONSHIPS WITH SUCH CUSTOMERS AND TO DEVELOP PROPOSALS WHICH ARE
SPECIFICALLY DESIGNED TO MEET THE REQUIREMENTS OF SUCH CUSTOMERS.
THEREFORE,
DURING