INVENTIONS.
EXECUTIVE AGREES THAT HE WILL NOT INCORPORATE, OR
PERMIT TO BE INCORPORATED, ANY PRIOR INVENTION OWNED BY EXECUTIVE OR IN WHICH HE
HAS AN INTEREST INTO A COMPANY PRODUCT, PROCESS OR SERVICE WITHOUT THE COMPANY'S
PRIOR WRITTEN CONSENT.
NOTWITHSTANDING THE FOREGOING SENTENCE, IF, IN THE
COURSE OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, EXECUTIVE INCORPORATES INTO A
COMPANY PRODUCT, PROCESS OR SERVICE A PRIOR INVENTION OWNED BY EXECUTIVE OR IN
WHICH EXECUTIVE HAS AN INTEREST, EXECUTIVE HEREBY GRANTS TO THE COMPANY A
NONEXCLUSIVE, ROYALTY-FREE, FULLY PAID-UP, IRREVOCABLE, PERPETUAL, WORLDWIDE
LICENSE TO MAKE, HAVE MADE, MODIFY, USE AND SELL SUCH PRIOR INVENTION AS PART OF
OR IN CONNECTION WITH SUCH PRODUCT, PROCESS OR SERVICE, AND TO PRACTICE ANY
METHOD RELATED THERETO.
(B)
ASSIGNMENT OF INVENTIONS.
EXECUTIVE AGREES THAT HE WILL PROMPTLY
MAKE FULL WRITTEN DISCLOSURE TO THE COMPANY, WILL HOLD IN TRUST FOR THE SOLE
RIGHT AND BENEFIT OF THE COMPANY, AND HEREBY ASSIGN TO THE COMPANY, OR ITS
DESIGNEE, ALL HIS RIGHT, TITLE, AND INTEREST IN
6
AND TO ANY AND ALL INVENTIONS, ORIGINAL WORKS OF AUTHORSHIP, DEVELOPMENTS,
CONCEPTS, IMPROVEMENTS, DESIGNS, DISCOVERIES, IDEAS, TRADEMARKS OR TRADE
SECRETS, WHETHER OR NOT PATENTABLE OR REGISTRABLE UNDER COPYRIGHT OR SIMILAR
LAWS, WHICH EXECUTIVE MAY SOLELY OR JOINTLY CONCEIVE OR DEVELOP OR REDUCE TO
PRACTICE, OR CAUSE TO BE CONCEIVED OR DEVELOPED OR REDUCED TO PRACTICE, DURING
THE PERIOD OF TIME HE IS IN THE EMPLOY OF THE COMPANY (COLLECTIVELY,
"INVENTIONS"), EXCEPT AS PROVIDED IN SECTION 7(F) BELOW.
EXECUTIVE FURTHER
ACKNOWLEDGES THAT ALL ORIGINAL WORKS OF AUTHORSHIP WHICH ARE MADE BY EXECUTIVE
(SOLELY OR JOINTLY WITH OTHERS) WITHIN THE SCOPE OF AND DURING THE PERIOD OF HIS
EMPLOYMENT WITH THE COMPANY AND WHICH ARE PROTECTABLE BY COPYRIGHT ARE "WORKS
MADE FOR HIRE" AS THAT TERM IS DEFINED IN THE UNITED STATES COPYRIGHT ACT.
EXECUTIVE UNDERSTANDS AND AGREES THAT THE DECISION WHETHER OR NOT TO
COMMERCIALIZE OR MARKET ANY INVENTION IS WITHIN THE COMPANY'S SOLE DISCRETION
AND FOR THE COMPANY'S SOLE BENEFIT AND THAT NO ROYALTY WILL BE DUE TO EXECUTIVE
AS A RESULT OF THE COMPANY'S EFFORTS TO COMMERCIALIZE OR MARKET ANY SUCH
INVENTION.
(C)
INVENTIONS ASSIGNED TO THE UNITED STATES.
EXECUTIVE AGREES TO
ASSIGN TO THE UNITED STATES GOVERNMENT ALL HIS RIGHT, TITLE, AND INTEREST IN AND
TO ANY AND ALL INVENTIONS WHENEVER SUCH FULL TITLE IS REQUIRED TO BE IN THE
UNITED STATES BY A CONTRACT BETWEEN THE COMPANY AND THE UNITED STATES OR ANY OF
ITS AGENCIES.
(D)
MAINTENANCE OF RECORDS.
EXECUTIVE AGREES TO KEEP AND MAINTAIN
ADEQUATE AND CURRENT WRITTEN RECORDS OF ALL INVENTIONS DURING THE TERM OF HIS
EMPLOYMENT WITH THE COMPANY.
THE RECORDS WILL BE IN THE FORM OF NOTES,
SKETCHES, DRAWINGS AND ANY OTHER FORMAT THAT MAY BE SPECIFIED BY THE COMPANY.
THE RECORDS WILL BE AVAILABLE TO AND REMAIN THE COMPANY'S SOLE PROPERTY AT ALL
TIMES.
(E)
PATENT AND COPYRIGHT REGISTRATIONS.
EXECUTIVE AGREES TO ASSIST
THE COMPANY, OR ITS DESIGNEE, AT THE COMPANY'S EXPENSE, IN EVERY PROPER WAY TO
SECURE THE COMPANY'S RIGHTS IN ANY