HEREBY ASSIGNS AND AGREES TO ASSIGN TO THE COMPANY ALL MORAL OR OTHER
RIGHTS HE HAS OR MAY ACQUIRE THEREIN AND AGREES TO EXECUTE ANY AND ALL
APPLICATIONS, ASSIGNMENTS AND OTHER INSTRUMENTS RELATING THERETO WHICH THE
COMPANY DEEMS NECESSARY OR DESIRABLE.
THESE OBLIGATIONS SHALL CONTINUE BEYOND
THE TERMINATION OF HIS EMPLOYMENT WITH RESPECT TO CREATIONS AND DERIVATIVES OF
SUCH CREATIONS CONCEIVED OR MADE DURING HIS EMPLOYMENT WITH THE COMPANY.
THE
COMPANY AND EXECUTIVE UNDERSTAND THAT THE OBLIGATION TO ASSIGN CREATIONS TO THE
COMPANY SHALL NOT APPLY TO ANY CREATION WHICH IS DEVELOPED ENTIRELY ON HIS OWN
TIME WITHOUT USING ANY OF THE COMPANY'S EQUIPMENT, SUPPLIES, FACILITIES, AND/OR
CONFIDENTIAL INFORMATION UNLESS SUCH CREATION (A) RELATES IN ANY WAY TO THE
BUSINESS OR TO THE CURRENT OR ANTICIPATED RESEARCH OR DEVELOPMENT OF THE COMPANY
OR ANY OF ITS AFFILIATED ENTITIES; OR (B) RESULTS IN ANY WAY FROM HIS WORK AT
THE COMPANY.
(B)
IN ANY JURISDICTION IN WHICH MORAL RIGHTS CANNOT BE ASSIGNED,
EXECUTIVE HEREBY WAIVES ANY SUCH MORAL RIGHTS AND ANY SIMILAR OR ANALOGOUS
RIGHTS UNDER THE APPLICABLE LAWS OF ANY COUNTRY OF THE WORLD THAT EXECUTIVE MAY
HAVE IN CONNECTION WITH THE CREATIONS, AND TO THE EXTENT SUCH WAIVER IS
UNENFORCEABLE, HEREBY COVENANTS AND AGREES NOT TO BRING ANY CLAIM, SUIT OR OTHER
LEGAL PROCEEDING AGAINST THE COMPANY OR ANY OF ITS AFFILIATED ENTITIES CLAIMING
THAT EXECUTIVE'S MORAL RIGHTS TO THE CREATIONS HAVE BEEN VIOLATED.
(C)
EXECUTIVE WILL NOT ASSERT ANY RIGHTS TO ANY INVENTION, DISCOVERY,
IDEA OR IMPROVEMENT RELATING TO THE BUSINESS OF THE COMPANY OR ANY OF ITS
AFFILIATED ENTITIES OR TO HIS DUTIES HEREUNDER AS HAVING BEEN MADE OR ACQUIRED
BY EXECUTIVE PRIOR TO HIS WORK FOR THE COMPANY, EXCEPT FOR THE MATTERS, IF ANY,
DESCRIBED IN EXHIBIT D TO THIS AGREEMENT.
8
(D)
DURING THE TERM, IF EXECUTIVE INCORPORATES INTO A PRODUCT OR PROCESS
OF THE COMPANY OR ANY OF ITS AFFILIATED ENTITIES ANYTHING LISTED OR DESCRIBED IN
EXHIBIT D, THE COMPANY IS HEREBY GRANTED AND SHALL HAVE A NON-EXCLUSIVE,
ROYALTY-FREE, IRREVOCABLE, PERPETUAL, WORLDWIDE LICENSE (WITH THE RIGHT TO GRANT
AND AUTHORIZE SUBLICENSES) TO MAKE, HAVE MADE, MODIFY, USE, SELL, OFFER TO SELL,
IMPORT, REPRODUCE, DISTRIBUTE, PUBLISH, PREPARE DERIVATIVE WORKS OF, DISPLAY,
PERFORM PUBLICLY AND BY MEANS OF DIGITAL AUDIO TRANSMISSION AND OTHERWISE
EXPLOIT SAME AS PART OF OR IN CONNECTION WITH ANY PRODUCT, PROCESS OR MACHINE.
(E)
EXECUTIVE AGREES TO COOPERATE FULLY WITH THE COMPANY, BOTH DURING
AND AFTER HIS EMPLOYMENT WITH THE COMPANY, WITH RESPECT TO THE PROCUREMENT,
MAINTENANCE AND ENFORCEMENT OF COPYRIGHTS, PATENTS, TRADEMARKS AND OTHER
INTELLECTUAL PROPERTY RIGHTS (BOTH IN THE UNITED STATES AND FOREIGN COUNTRIES)
RELATING TO SUCH CREATIONS.
EXECUTIVE SHALL SIGN ALL PAPERS, INCLUDING, WITHOUT
LIMITATION, COPYRIGHT APPLICATIONS, PATENT APPLICATIONS, DECLARATIONS, OATHS,
FORMAL ASSIGNMENTS, ASSIGNMENTS OF PRIORITY RIGHTS AND POWERS OF ATTORNEY, WHICH
THE COMPANY MAY DEEM NECESSARY OR DESIRABLE IN ORDER TO PROTECT ITS RIGHTS AND
INTERESTS IN ANY CREATIONS.
EXECUTIVE FURTHER AGREES THAT IF THE COMPANY IS
UNABLE, AFTER REASONABLE EFFORT, TO SECURE EXECUTIVE'S SIGNATURE ON ANY