REDUCED TO PRACTICE BY YOU OR UNDER YOUR DIRECTION OR JOINTLY
WITH OTHERS DURING YOUR EMPLOYMENT BY THE COMPANY, WHETHER OR NOT DURING NORMAL
WORKING HOURS OR ON THE PREMISES OF THE COMPANY (ALL OF WHICH ARE COLLECTIVELY
REFERRED TO IN THIS LETTER AGREEMENT AS "DEVELOPMENTS").
(B)
YOU AGREE TO ASSIGN AND DO HEREBY ASSIGN TO
THE COMPANY (OR ANY PERSON OR ENTITY DESIGNATED BY THE COMPANY) ALL YOUR RIGHT,
TITLE AND INTEREST IN AND TO ALL DEVELOPMENTS AND ALL RELATED PATENTS, PATENT
APPLICATIONS, COPYRIGHTS AND COPYRIGHT APPLICATIONS.
HOWEVER, THIS PARAGRAPH (B) SHALL NOT APPLY TO DEVELOPMENTS WHICH DO NOT RELATE
TO THE BUSINESS OR RESEARCH AND DEVELOPMENT CONDUCTED OR PLANNED TO BE CONDUCTED
BY THE COMPANY AT THE TIME SUCH DEVELOPMENT IS CREATED, MADE, CONCEIVED OR
REDUCED TO PRACTICE AND WHICH ARE MADE AND CONCEIVED BY YOU NOT DURING NORMAL
WORKING HOURS, NOT ON THE COMPANY'S PREMISES AND NOT USING THE COMPANY'S TOOLS,
DEVICES, EQUIPMENT OR PROPRIETARY INFORMATION.
YOU UNDERSTAND THAT, TO THE
EXTENT THIS LETTER AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
ANY STATE WHICH PRECLUDES A REQUIREMENT IN AN EMPLOYEE AGREEMENT TO ASSIGN
CERTAIN CLASSES OF INVENTIONS MADE BY AN EMPLOYEE, THIS PARAGRAPH (B) SHALL BE
INTERPRETED NOT TO APPLY TO ANY INVENTION WHICH A COURT RULES AND/OR THE COMPANY
AGREES FALLS WITHIN SUCH CLASSES.
YOU ALSO HEREBY WAIVE ALL CLAIMS TO MORAL
RIGHTS IN ANY DEVELOPMENTS.
(C)
YOU AGREE TO COOPERATE FULLY WITH THE
COMPANY, BOTH DURING AND AFTER YOUR EMPLOYMENT WITH THE COMPANY, WITH RESPECT TO
THE PROCUREMENT, MAINTENANCE AND ENFORCEMENT OF COPYRIGHTS, PATENTS AND OTHER
INTELLECTUAL PROPERTY RIGHTS (BOTH IN THE UNITED STATES AND FOREIGN COUNTRIES)
RELATING TO DEVELOPMENTS.
YOU 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 DEVELOPMENT.
YOU FURTHER AGREE THAT IF THE COMPANY IS
UNABLE, AFTER REASONABLE EFFORT, TO SECURE YOUR SIGNATURE ON ANY SUCH PAPERS,
ANY EXECUTIVE OFFICER OF THE COMPANY SHALL BE ENTITLED TO EXECUTE ANY SUCH
PAPERS AS YOUR AGENT AND ATTORNEY-IN-FACT, AND YOU HEREBY IRREVOCABLY DESIGNATE
AND APPOINT EACH EXECUTIVE OFFICER OF THE COMPANY AS YOUR AGENT AND
ATTORNEY-IN-FACT TO EXECUTE ANY SUCH PAPERS ON HIS BEHALF, AND TO TAKE ANY AND
ALL ACTIONS AS THE COMPANY MAY DEEM NECESSARY OR DESIRABLE IN ORDER TO PROTECT
ITS RIGHTS AND INTERESTS IN ANY DEVELOPMENT, UNDER THE CONDITIONS DESCRIBED IN
THIS SENTENCE.
5.3
UNITED STATES GOVERNMENT OBLIGATIONS.
YOU
ACKNOWLEDGE THAT THE COMPANY FROM TIME TO TIME MAY HAVE AGREEMENTS WITH OTHER
PARTIES OR WITH THE UNITED STATES GOVERNMENT, OR AGENCIES THEREOF, WHICH IMPOSE
OBLIGATIONS OR RESTRICTIONS ON THE COMPANY REGARDING INVENTIONS MADE DURING THE
COURSE OF WORK UNDER SUCH AGREEMENTS OR REGARDING THE CONFIDENTIAL NATURE OF
SUCH WORK.
YOU AGREE TO BE BOUND BY ALL SUCH OBLIGATIONS AND RESTRICTIONS WHICH
ARE MADE KNOWN TO YOU AND TO TAKE ALL APPROPRIATE ACTION NECESSARY