LEARN IN THE COURSE OF HIS
EMPLOYMENT, AND NOT TO DISCLOSE THEM TO ANYONE OUTSIDE OF THE COMPANY, EITHER
DURING OR AFTER HIS EMPLOYMENT WITH THE COMPANY, EXCEPT (A) IN GOOD FAITH, IN
THE COURSE OF PERFORMING HIS DUTIES UNDER THIS AGREEMENT, (B) WITH THE COMPANY'S
EXPRESS WRITTEN CONSENT (IT BEING UNDERSTOOD THAT CONFIDENTIAL INFORMATION SHALL
NOT BE DEEMED TO INCLUDE ANY INFORMATION THAT IS PUBLICLY DISCLOSED BY THE
COMPANY) OR (C) TO THE EXTENT DISCLOSURE IS COMPELLED BY A COURT OF COMPETENT
JURISDICTION, ARBITRATOR, AGENCY OR OTHER TRIBUNAL OR INVESTIGATIVE BODY IN
ACCORDANCE WITH ANY APPLICABLE STATUTE, RULE OR REGULATION (BUT ONLY TO THE
EXTENT ANY SUCH DISCLOSURE IS COMPELLED, AND NO FURTHER).
ON THE OCCASION OF
THE EXECUTIVE'S TERMINATION AS AN EMPLOYEE OF THE COMPANY, OR AT ANY TIME THE
COMPANY MAY SO REQUEST, THE EXECUTIVE WILL RETURN TO THE COMPANY ALL TANGIBLE
EMBODIMENTS (IN WHATEVER MEDIUM) RELATING TO CONFIDENTIAL INFORMATION THAT HE
MAY THEN POSSESS OR HAVE UNDER HIS CONTROL.
(B)
OWNERSHIP OF DEVELOPMENTS.
THE EXECUTIVE AGREES THAT THE COMPANY SHALL OWN
ALL RIGHT, TITLE AND INTEREST (INCLUDING PATENT RIGHTS, COPYRIGHTS, TRADE SECRET
RIGHTS, MASK WORK RIGHTS AND OTHER RIGHTS THROUGHOUT THE WORLD) IN ANY
INVENTIONS, WORKS OF AUTHORSHIP, MASK WORKS, IDEAS OR INFORMATION MADE OR
CONCEIVED OR REDUCED TO PRACTICE, IN WHOLE OR IN PART, BY THE EXECUTIVE (EITHER
ALONE OR WITH OTHERS) DURING THE EMPLOYMENT PERIOD
8
(COLLECTIVELY "DEVELOPMENTS"); PROVIDED THAT THE COMPANY SHALL NOT OWN
DEVELOPMENTS FOR WHICH NO EQUIPMENT, SUPPLIES, FACILITY OR CONFIDENTIAL
INFORMATION OF THE COMPANY WAS USED, AND WHICH WERE DEVELOPED ENTIRELY ON THE
EXECUTIVE'S TIME AND DO NOT RELATE TO THE BUSINESS OF THE COMPANY.
SUBJECT TO
THE FOREGOING, THE EXECUTIVE WILL PROMPTLY AND FULLY DISCLOSE TO THE COMPANY, OR
ANY PERSONS DESIGNATED BY IT, ANY AND ALL DEVELOPMENTS MADE OR CONCEIVED OR
REDUCED TO PRACTICE OR LEARNED BY THE EXECUTIVE, EITHER ALONE OR JOINTLY WITH
OTHERS DURING THE EMPLOYMENT PERIOD.
THE EXECUTIVE HEREBY ASSIGNS ALL RIGHT,
TITLE AND INTEREST IN AND TO ANY AND ALL OF THESE DEVELOPMENTS TO THE COMPANY.
THE EXECUTIVE SHALL FURTHER 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.
THE EXECUTIVE HEREBY IRREVOCABLY DESIGNATES AND APPOINTS THE COMPANY AND ITS
AGENTS AS ATTORNEYS-IN-FACT TO ACT FOR AND ON THE EXECUTIVE'S 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
THE EXECUTIVE.
IN ADDITION, AND NOT IN CONTRAVENTION OF ANY OF THE FOREGOING,
THE EXECUTIVE ACKNOWLEDGES THAT ALL ORIGINAL WORKS OF AUTHORSHIP WHICH ARE MADE
BY HIM (SOLELY OR JOINTLY WITH OTHERS) WITHIN THE SCOPE OF THE EMPLOYMENT
RELATIONSHIP AND WHICH ARE PROTECTABLE BY COPYRIGHT ARE "WORKS MADE FOR HIRE,"
AS THAT TERM IS DEFINED IN THE UNITED STATES COPYRIGHT ACT (17 USCA, § 101).
(C)
NON-COMPETITION.