AND PATENTS.
EMPLOYEE SHALL DISCLOSE PROMPTLY
TO COMPANY (WHICH SHALL RECEIVE IT IN CONFIDENCE), AND ONLY TO COMPANY, ANY
INVENTION OR IDEA OF EMPLOYEE (DEVELOPED ALONE OR WITH OTHERS) THAT RELATES IN
ANY WAY TO COMPANY'S BUSINESS OR COMPANY'S PRODUCTS OR WAS CONCEIVED OR MADE
BEFORE OR DURING EMPLOYEE'S EMPLOYMENT BY COMPANY OR WITHIN SIX MONTHS OF THE
TERMINATION DATE. EMPLOYEE ASSIGNS TO COMPANY ANY SUCH INVENTION OR IDEA IN ANY
WAY CONNECTED WITH EMPLOYEE'S EMPLOYMENT OR RELATED TO COMPANY'S BUSINESS,
RESEARCH OR DEVELOPMENT, OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT,
AND WILL
8
COOPERATE WITH COMPANY AND SIGN ALL PAPERS DEEMED NECESSARY BY COMPANY TO ENABLE
IT TO OBTAIN, MAINTAIN, PROTECT AND DEFEND PATENTS COVERING SUCH INVENTIONS AND
IDEAS AND TO CONFIRM COMPANY'S EXCLUSIVE OWNERSHIP OF ALL RIGHTS IN SUCH
INVENTIONS, IDEAS AND PATENTS, AND IRREVOCABLY APPOINTS COMPANY AS ITS AGENT TO
EXECUTE AND DELIVER ANY ASSIGNMENTS OR DOCUMENTS EMPLOYEE FAILS OR REFUSES TO
EXECUTE AND DELIVER PROMPTLY, THIS POWER AND AGENCY BEING COUPLED WITH AN
INTEREST AND BEING IRREVOCABLE. THIS CONSTITUTES COMPANY'S WRITTEN NOTIFICATION
THAT THIS ASSIGNMENT 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, UNLESS (A) THE INVENTION RELATES (I)
DIRECTLY TO COMPANY'S BUSINESS, OR (II) TO COMPANY'S ACTUAL OR DEMONSTRABLY
ANTICIPATED RESEARCH OR DEVELOPMENT, OR (B) THE INVENTION RESULTS FROM ANY WORK
PERFORMED BY EMPLOYEE FOR COMPANY.
14.
REPRESENTATIONS AND DISCLOSURES.
EMPLOYEE REPRESENTS AND WARRANTS
THAT HE HAS THE LEGAL CAPACITY TO EXECUTE AND DELIVER THIS AGREEMENT, AND THAT
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY SUCH PARTY WILL NOT
VIOLATE ANY AGREEMENT MADE BY SUCH PARTY OR TO WHICH SUCH PARTY IS SUBJECT.
EMPLOYEE REPRESENTS AND WARRANTS THAT THERE ARE NO INVENTIONS OR IDEAS OF WHICH
EMPLOYEE CLAIMS OWNERSHIP AS OF THE DATE OF THIS AGREEMENT OTHER THAN THE
INVENTIONS OR IDEAS DESCRIBED ON APPENDIX A.
IF NO INVENTIONS OR IDEAS ARE
LISTED ON APPENDIX A, EMPLOYEE REPRESENTS THAT THERE ARE NO SUCH INVENTIONS OR
IDEAS AT THE TIME OF SIGNING THIS AGREEMENT.
EMPLOYEE REPRESENTS AND WARRANTS
THAT PERFORMANCE OF ALL THE TERMS OF THIS AGREEMENT WILL NOT BREACH ANY
AGREEMENT TO KEEP IN CONFIDENCE PROPRIETARY INFORMATION ACQUIRED BY EMPLOYEE IN
CONFIDENCE OR IN TRUST PRIOR TO THE EXECUTION OF THIS AGREEMENT.
EMPLOYEE HAS
NOT ENTERED INTO, AND EMPLOYEE AGREES NOT TO ENTER INTO, ANY AGREEMENT EITHER
WRITTEN OR ORAL THAT CONFLICTS OR MIGHT CONFLICT WITH EMPLOYEE'S EMPLOYMENT OR
EMPLOYEE'S PERFORMANCE UNDER THIS AGREEMENT.
EXCEPT AS DESCRIBED ON APPENDIX A,
EMPLOYEE IS NOT BOUND BY ANY AGREEMENT REGARDING CONFIDENTIALITY OR OWNERSHIP OF
INTELLECTUAL PROPERTY WITH ANY PERSON OR ENTITY OTHER THAN THE COMPANY.
EMPLOYEE AGREES NOT TO DISCLOSE TO THE COMPANY OR USE ON ITS BEHALF ANY
CONFIDENTIAL INFORMATION BELONGING TO OTHERS THAT IS KNOWN TO HAVE BEEN
IMPROPERLY ACQUIRED OR ACQUIRED FROM A PERSON KNOWN TO BE SUBJECT TO A DUTY NOT
TO DISCLOSE IT.
15.
CONTINUING EMPLOYMENT UPON A CHANGE