ISSUANCE, AND ENFORCEMENT OF PATENTS, COPYRIGHTS, OR OTHER RIGHTS
OR PROTECTIONS WITH THE SAME FORCE AND EFFECT AS IF EXECUTED AND DELIVERED BY
CONSULTANT. TO THE EXTENT ALLOWED BY LAW, THIS ASSIGNMENT OF INVENTION IDEAS
INCLUDES ALL RIGHTS OF PATERNITY, INTEGRITY, DISCLOSURE AND WITHDRAWAL AND ANY
OTHER RIGHTS THAT MAY BE KNOWN AS OR REFERRED TO AS "MORAL RIGHTS," "ARTIST
RIGHTS," "DROIT MORAL," OR THE LIKE (COLLECTIVELY "MORAL RIGHTS"). TO THE EXTENT
CONSULTANT RETAINS ANY SUCH MORAL RIGHTS ASSOCIATED WITH AN INVENTION IDEA UNDER
APPLICABLE LAW, CONSULTANT HEREBY RATIFIES AND CONSENTS TO ANY ACTION THAT MAY
BE TAKEN WITH RESPECT TO SUCH MORAL RIGHTS BY OR AUTHORIZED BY THE COMPANY AND
AGREES NOT TO ASSERT ANY MORAL RIGHTS WITH RESPECT THERETO. CONSULTANT WILL
CONFIRM ANY SUCH RATIFICATIONS, CONSENTS, AND AGREEMENTS FROM TIME TO TIME AS
REQUESTED BY THE COMPANY.
(D)
EXCLUSIONS. EXCEPT AS DISCLOSED IN EXHIBIT A, CONSULTANT
ACKNOWLEDGES THERE ARE NO IDEAS, PROCESSES, TRADEMARKS, SERVICE MARKS,
TECHNOLOGY, COMPUTER PROGRAMS, ORIGINAL WORKS OF AUTHORSHIP, DESIGNS, FORMULAS,
INVENTIONS, DISCOVERIES, PATENTS, COPYRIGHTS, OR IMPROVEMENTS TO THE FOREGOING
THAT HE DESIRES TO EXCLUDE FROM THE OPERATION OF THIS AGREEMENT.
(E)
LICENSE FOR OTHER INVENTIONS. IF CONSULTANT INCORPORATES OR
OTHERWISE INCLUDES INTO COMPANY PROPERTY, OR IT IS OTHERWISE NECESSARY OR
DESIRABLE FOR THE USE OR EXPLOITATION OF ANY DELIVERABLE UNDER THE SERVICES OR
OTHER INVENTION IDEA, AN INVENTION IDEA THAT IS NOT ASSIGNABLE, OR AN INVENTION
THAT CONSULTANT RETAINS ANY RIGHT, TITLE OR INTEREST IN, CONSULTANT HEREBY (I)
UNCONDITIONALLY AND IRREVOCABLY WAIVES THE ENFORCEMENT OF SUCH RIGHTS AND ALL
CLAIMS AND CAUSES OF ACTION OF ANY KIND AGAINST COMPANY WITH RESPECT TO SUCH
RIGHTS, (II) AGREES, AT COMPANY'S REQUEST AND EXPENSE, TO CONSENT TO AND JOIN IN
ANY ACTION TO ENFORCE SUCH RIGHTS, AND (III) HEREBY GRANTS TO COMPANY A
NONEXCLUSIVE, ROYALTY-FREE, IRREVOCABLE, PERPETUAL, WORLDWIDE LICENSE TO
REPRODUCE, DISTRIBUTE, DISPLAY AND PERFORM (WHETHER PUBLICLY OR OTHERWISE),
PREPARE DERIVATIVE WORKS OF AND OTHERWISE MODIFY, MAKE, HAVE MADE, SELL, OFFER
TO SELL, IMPORT AND OTHERWISE USE AND EXPLOIT (AND HAVE OTHERS EXERCISE SUCH
RIGHTS ON BEHALF OF
5
THE COMPANY) ALL OR ANY PORTION OF SUCH INVENTION IN CONNECTION WITH THE
DEVELOPING, ENHANCING, MARKETING, DISTRIBUTING OR PROVIDING, MAINTAINING OR
SUPPORTING, OR OTHERWISE USING OR EXPLOITING, COMPANY PRODUCTS AND SERVICES, IN
ANY FORM OR MEDIA (NOW KNOWN OR LATER DEVELOPED), WITHOUT ANY OBLIGATION TO
ACCOUNT TO CONSULTANT OR ANY THIRD PARTY.
8.
CONSULTANT REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION.
CONSULTANT REPRESENTS, WARRANTS AND COVENANTS THAT: (I) HE HAS THE FULL POWER
AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO PERFORM HIS OBLIGATIONS
HEREUNDER, WITHOUT THE NEED FOR ANY CONSENTS, APPROVALS OR IMMUNITIES NOT YET
OBTAINED; (II) HIS EXECUTION OF AND PERFORMANCE UNDER THIS AGREEMENT SHALL NOT
BREACH ANY ORAL OR WRITTEN AGREEMENT WITH ANY THIRD PARTY OR ANY OBLIGATION OWED
BY CONSULTANT TO ANY THIRD PARTY TO KEEP ANY INFORMATION OR MATERIALS IN
CONFIDENCE OR IN TRUST; (III) THE INVENTION IDEAS SHALL BE THE ORIGINAL WORK OF
CONSULTANT; (IV) CONSULTANT HAS THE RIGHT TO GRANT THE RIGHTS