AND INTEREST THROUGHOUT THE WORLD IN AND TO ANY AND ALL
INVENTIONS, ORIGINAL WORKS OF AUTHORSHIP, DEVELOPMENTS, CONCEPTS, KNOW-HOW,
IMPROVEMENTS, AND TRADE SECRETS, WHETHER OR NOT PATENTABLE OR REGISTRABLE UNDER
COPYRIGHT OR SIMILAR LAWS, THAT EMPLOYEE MAY SOLELY OR JOINTLY CONCEIVE OR
DEVELOP OR
10
REDUCE TO PRACTICE, OR CAUSE TO BE CONCEIVED OR DEVELOPED OR REDUCED TO PRACTICE
DURING THE TERM OF EMPLOYMENT, WHETHER OR NOT DURING REGULAR WORKING HOURS,
PROVIDED THEY EITHER (I) RELATE AT THE TIME OF CONCEPTION OR DEVELOPMENT TO THE
ACTUAL OR DEMONSTRABLY PROPOSED BUSINESS OR RESEARCH AND DEVELOPMENT ACTIVITIES
OF ANY MEMBER OF THE COMPANY GROUP; (II) RESULT FROM OR RELATE TO ANY WORK
PERFORMED FOR THE COMPANY OR ANY MEMBER OF THE COMPANY GROUP; OR (III) ARE
DEVELOPED THROUGH THE USE OF CONFIDENTIAL INFORMATION AND/OR COMPANY RESOURCES
OR IN CONSULTATION WITH ANY PERSONNEL OF THE COMPANY OR ANY OTHER MEMBER OF THE
COMPANY GROUP (COLLECTIVELY REFERRED TO AS "DEVELOPMENTS").
EMPLOYEE HEREBY
ASSIGNS TO THE COMPANY ALL RIGHT, TITLE, AND INTEREST IN AND TO ANY AND ALL OF
THESE DEVELOPMENTS.
EMPLOYEE AGREES TO ASSIST THE COMPANY, AT THE COMPANY'S
EXPENSE, TO FURTHER EVIDENCE, RECORD, AND PERFECT SUCH ASSIGNMENTS, AND TO
PERFECT, OBTAIN, MAINTAIN, ENFORCE, AND DEFEND ANY RIGHTS SPECIFIED TO BE SO
OWNED OR ASSIGNED.
EMPLOYEE HEREBY IRREVOCABLY DESIGNATES AND APPOINTS THE
COMPANY AND ITS AGENTS AS ATTORNEYS-IN-FACT TO ACT FOR EMPLOYEE AND ON HIS
BEHALF TO EXECUTE AND FILE ANY DOCUMENT AND TO DO ALL OTHER LAWFULLY PERMITTED
ACTS TO FURTHER THE PURPOSES OF THE FOREGOING WITH THE SAME LEGAL FORCE AND
EFFECT AS IF EXECUTED BY EMPLOYEE.
IN ADDITION, AND NOT IN CONTRAVENTION OF ANY
OF THE FOREGOING, EMPLOYEE ACKNOWLEDGES THAT ALL ORIGINAL WORKS OF AUTHORSHIP
THAT ARE MADE BY HIM (SOLELY OR JOINTLY WITH OTHERS) WITHIN THE SCOPE OF
EMPLOYMENT AND THAT ARE PROTECTABLE BY COPYRIGHT ARE "WORKS MADE FOR HIRE," AS
THAT TERM IS DEFINED IN THE UNITED STATES COPYRIGHT ACT (17 USC § 101).
TO THE
EXTENT ALLOWED BY LAW, THIS INCLUDES ALL RIGHTS OF PATERNITY, INTEGRITY,
DISCLOSURE, AND WITHDRAWAL, AND ANY OTHER RIGHTS THAT MAY BE KNOWN OR REFERRED
TO AS "MORAL RIGHTS."
TO THE EXTENT EMPLOYEE RETAINS ANY SUCH MORAL RIGHTS
UNDER APPLICABLE LAW, EMPLOYEE HEREBY WAIVES SUCH MORAL RIGHTS AND CONSENTS TO
ANY ACTION CONSISTENT WITH THE TERMS OF THIS AGREEMENT WITH RESPECT TO SUCH
MORAL RIGHTS, IN EACH CASE, TO THE FULL EXTENT OF SUCH APPLICABLE LAW.
EMPLOYEE
WILL CONFIRM ANY SUCH WAIVERS AND CONSENTS FROM TIME TO TIME AS REQUESTED BY THE
COMPANY.
(G)
BLUE PENCIL.
IF ANY COURT OF COMPETENT JURISDICTION SHALL AT ANY
TIME DEEM THE DURATION OR THE GEOGRAPHIC SCOPE OF ANY OF THE PROVISIONS OF THIS
SECTION 9 UNENFORCEABLE, THE OTHER PROVISIONS OF THIS SECTION 9 SHALL
NEVERTHELESS STAND, AND THE DURATION AND/OR GEOGRAPHIC SCOPE SET FORTH HEREIN
SHALL BE DEEMED TO BE THE LONGEST PERIOD AND/OR GREATEST SIZE PERMISSIBLE BY LAW
UNDER THE CIRCUMSTANCES, AND THE PARTIES HERETO AGREE THAT SUCH COURT SHALL
REDUCE THE TIME PERIOD AND/OR