OR DISCLOSE ANY PROPRIETARY INFORMATION OR TRADE
SECRETS OF ANY FORMER OR CURRENT EMPLOYER OR OTHER PERSON OR ENTITY WHICH
CONSULTANT IS OBLIGATED TO KEEP CONFIDENTIAL; OR (II) IMPROPERLY USE WORK TIME
OR FACILITIES OF THE CURRENT EMPLOYER TO DO ANY WORK RELATED TO THE PERFORMANCE
OF THE SERVICES. CONSULTANT WILL INDEMNIFY THE COMPANY AND HOLD IT FREE AND
HARMLESS FROM AND AGAINST ALL CLAIMS, LIABILITIES, DAMAGES AND EXPENSES,
INCLUDING REASONABLE ATTORNEYS FEES AND COSTS OF SUIT, ARISING OUT OF OR IN
CONNECTION WITH ANY VIOLATION OR CLAIMED VIOLATION OF A THIRD PARTY'S RIGHTS
RESULTING IN WHOLE OR IN PART FROM THE COMPANY'S USE OF THE WORK PRODUCT OF
CONSULTANT UNDER THIS AGREEMENT.
2.4
CONSULTANT RECOGNIZES THAT THE COMPANY MAY
FROM TIME TO TIME RECEIVE CONFIDENTIAL OR PROPRIETARY INFORMATION FROM THIRD
PARTIES.
CONSULTANT IS OBLIGATED TO THE COMPANY AND SUCH THIRD PARTIES, TO HOLD
ALL SUCH CONFIDENTIAL OR PROPRIETARY INFORMATION IN THE STRICTEST CONFIDENCE AND
NOT TO DISCLOSE IT TO ANY PERSON, FIRM OR CORPORATION OR TO USE IT EXCEPT AS
NECESSARY IN CARRYING OUT THE SERVICES FOR THE COMPANY CONSISTENT WITH THE
COMPANY'S AGREEMENT WITH SUCH THIRD PARTY.
2.5
UPON THE TERMINATION OF THIS AGREEMENT, OR
UPON COMPANY'S EARLIER REQUEST, CONSULTANT WILL PROMPTLY DELIVER TO THE COMPANY
ALL OF THE COMPANY'S PROPERTY AND CONFIDENTIAL INFORMATION IN TANGIBLE FORM IN
CONSULTANT'S POSSESSION OR CONTROL.
3.
INVENTION ASSIGNMENT AND OWNERSHIP.
3.1
CONSULTANT AGREES THAT ALL COPYRIGHTABLE
WORKS, NOTES, RECORDS, DRAWINGS, DESIGNS, COMPOSITIONS, INVENTIONS (WHETHER
PATENTABLE OR NOT), IMPROVEMENTS, DEVELOPMENTS, DISCOVERIES AND TRADE SECRETS
(COLLECTIVELY, "WORKS") CONCEIVED, MADE OR DISCOVERED BY CONSULTANT, EITHER
SOLELY OR IN COLLABORATION WITH OTHERS AND EITHER ON OR OFF THE COMPANY'S
PREMISES, DURING THE PERIOD OF THIS AGREEMENT WHICH RELATE IN ANY MANNER TO THE
BUSINESS OF THE COMPANY THAT CONSULTANT MAY BECOME ASSOCIATED WITH IN PERFORMING
THE SERVICES HEREUNDER, ARE THE SOLE PROPERTY OF THE COMPANY. ANY WORKS WHICH
CONSTITUTE COPYRIGHTABLE SUBJECT MATTER SHALL BE CONSIDERED "WORKS MADE FOR
HIRE" AS THAT TERM IS DEFINED IN THE UNITED STATES COPYRIGHT ACT.
CONSULTANT
FURTHER HEREBY ASSIGNS FULLY TO THE COMPANY ALL RIGHT, TITLE AND INTEREST IN
SUCH WORKS AND ANY COPYRIGHTS, PATENTS, MASK WORK RIGHTS OR OTHER INTELLECTUAL
PROPERTY RIGHTS RELATING TO SUCH WORKS.
3.2
CONSULTANT AGREES TO ASSIST COMPANY, OR ITS
DESIGNEE, AT THE COMPANY'S EXPENSE, TO SECURE THE COMPANY'S RIGHTS IN THE WORKS
AND ANY COPYRIGHTS, PATENTS, MASK WORK RIGHTS OR OTHER INTELLECTUAL PROPERTY
RIGHTS RELATING SUCH WORKS, IN ANY AND ALL COUNTRIES.
CONSULTANT'S OBLIGATIONS
UNDER THIS SECTION MAY INCLUDE DISCLOSING TO THE COMPANY ALL PERTINENT
INFORMATION AND DATA WITH RESPECT THE WORKS, EXECUTING ALL APPLICATIONS,
SPECIFICATIONS, OATHS, ASSIGNMENTS AND ALL OTHER INSTRUMENTS WHICH THE COMPANY
DEEMS NECESSARY IN ORDER TO OBTAIN SUCH RIGHTS AND TO ASSIGN TO THE COMPANY, ITS
SUCCESSORS, ASSIGNS AND NOMINEES THE SOLE AND EXCLUSIVE RIGHTS, TITLE AND
INTEREST IN AND TO SUCH WORKS, AND ANY COPYRIGHTS, PATENTS, MASK WORK RIGHTS OR
OTHER INTELLECTUAL PROPERTY RIGHTS RELATING TO SUCH WORKS.
IN THE EVENT THAT
CONSULTANT FAILS TO EXECUTE ANY SUCH INSTRUMENTS