GENERALLY KNOWN TO
THE PUBLIC OR TO OTHER PERSONS WHO CAN OBTAIN ECONOMIC VALUE FROM ITS DISCLOSURE
OR USE.
CONFIDENTIAL INFORMATION INCLUDES WITHOUT LIMITATION ANY SUCH
INFORMATION RELATING TO THE FINANCIAL CONDITION, RESULTS OF OPERATIONS,
BUSINESS, CUSTOMERS, PROPERTIES, ASSETS, LIABILITIES OR FUTURE PROSPECTS OF THE
COMPANY.
CONSULTANT HEREBY ACKNOWLEDGES AND AGREES THAT THE CONFIDENTIAL
INFORMATION IS THE SOLE PROPERTY OF THE COMPANY.
CONSULTANT HEREBY AGREES THAT
HE WILL KEEP CONFIDENTIAL AND WILL NOT DIRECTLY OR INDIRECTLY DIVULGE TO ANYONE
OR USE OR OTHERWISE APPROPRIATE ANY CONFIDENTIAL INFORMATION, EXCEPT AS REQUIRED
IN CONNECTION WITH THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT.
4.2
TANGIBLE ITEMS.
ALL FILES, RECORDS,
DOCUMENTS, PLANS, SPECIFICATIONS, MANUALS, BOOKS, FORMS, RECEIPTS, NOTES,
REPORTS, MEMORANDA, STUDIES, DATA, CALCULATIONS, RECORDINGS, CATALOGUES,
SOFTWARE, DATA STORAGE MEDIA, CORRESPONDENCE AND OTHER COMPILATIONS OF
INFORMATION, AND ALL COPIES, ABSTRACTS AND SUMMARIES OF THE FOREGOING, AND ALL
OTHER PHYSICAL ITEMS, RELATED TO THE COMPANY'S BUSINESS OR ANY RELEVANT
INVENTION, WHETHER OF A PUBLIC NATURE OR NOT, AND WHETHER PREPARED BY CONSULTANT
OR NOT, ARE AND SHALL REMAIN THE PROPERTY OF THE COMPANY AND SHALL BE DELIVERED
TO THE COMPANY AT ITS REQUEST.
5.
INVENTIONS
5.1
RELEVANT INVENTIONS DEFINED.
AS USED IN
THIS AGREEMENT, THE TERM "RELEVANT INVENTIONS" MEANS ANY AND ALL IDEAS,
INVENTIONS, TECHNIQUES, MODIFICATIONS, PROCESSES, OR IMPROVEMENTS (WHETHER
PATENTABLE OR NOT), ANY TRADEMARKS, TRADE NAMES OR INDUSTRIAL DESIGNS (WHETHER
REGISTERABLE OR NOT), AND ANY WORKS OF AUTHORSHIP (WHETHER OR NOT COPYRIGHT
PROTECTION MAY BE OBTAINED FOR THEM) CREATED, CONCEIVED, OR DEVELOPED BY
CONSULTANT, EITHER SOLELY OR IN CONJUNCTION WITH OTHERS, THAT RELATE IN ANY WAY
TO, OR ARE USEFUL IN ANY MANNER IN CONNECTION WITH, THE COMPANY'S BUSINESS.
3
5.2
RIGHTS TO RELEVANT INVENTIONS.
CONSULTANT
ACKNOWLEDGES AND AGREES THAT ALL OF THE RELEVANT INVENTIONS ARE WORKS MADE FOR
HIRE AND ARE THE PROPERTY OF THE COMPANY, INCLUDING ANY COPYRIGHTS, PATENTS, OR
OTHER INTELLECTUAL PROPERTY RIGHTS PERTAINING THERETO.
NOTWITHSTANDING THE
FOREGOING, CONSULTANT AGREES TO ASSIGN AND DOES HEREBY ASSIGN TO THE COMPANY ALL
OF CONSULTANT'S RIGHT, TITLE AND INTEREST, INCLUDING ALL RIGHTS OF COPYRIGHT,
PATENT AND OTHER INTELLECTUAL PROPERTY RIGHTS, TO OR IN SUCH RELEVANT
INVENTIONS.
CONSULTANT COVENANTS THAT HE WILL PROMPTLY:
(A)
DISCLOSE TO THE COMPANY IN WRITING ANY
RELEVANT INVENTION;
(B)
TAKE ALL ACTIONS THAT THE COMPANY MAY
REQUEST FROM TIME TO TIME TO ASSIGN TO THE COMPANY (OR TO A PARTY DESIGNATED BY
THE COMPANY), WITHOUT ADDITIONAL COMPENSATION, ALL OF CONSULTANT'S RIGHTS IN AND
TO ANY RELEVANT INVENTION FOR THE UNITED STATES AND ALL FOREIGN JURISDICTIONS;
(C)
EXECUTE AND DELIVER TO THE COMPANY SUCH
APPLICATIONS, ASSIGNMENTS AND OTHER DOCUMENTS AS THE COMPANY MAY REQUEST IN
ORDER TO APPLY FOR AND OBTAIN PATENT OR OTHER REGISTRATIONS WITH RESPECT TO ANY
RELEVANT INVENTION IN THE UNITED STATES AND ALL FOREIGN JURISDICTIONS;
(D)
SIGN ALL OTHER PAPERS NECESSARY TO CARRY OUT
THE ABOVE OBLIGATIONS; AND
(E)
GIVE TESTIMONY AND RENDER ANY OTHER
REASONABLE ASSISTANCE IN SUPPORT OF THE COMPANY'S RIGHTS TO ANY RELEVANT
INVENTION.
To the extent allowed by law, the foregoing agreement to