OR RESULT FROM ANY TASK
ASSIGNED TO OR PERFORMED BY EXECUTIVE FOR PARENT, THE COMPANY OR ANY OF THEIR
AFFILIATES.
(C)
EXECUTIVE ACKNOWLEDGES THAT ALL ORIGINAL
WORKS OF AUTHORSHIP WHICH ARE MADE BY HER (SOLELY OR JOINTLY) ARE WORKS MADE FOR
HIRE UNDER THE UNITED STATES COPYRIGHT ACT (17 U.S.C., ET SEQ.).
(D)
EXECUTIVE AGREES TO PROMPTLY DISCLOSE TO THE
COMPANY ALL INVENTIONS, ALL ORIGINAL WORKS OF AUTHORSHIP AND ALL WORK PRODUCT
RELATING THERETO.
THIS DISCLOSURE WILL INCLUDE COMPLETE AND ACCURATE COPIES OF
ALL SOURCE CODE, OBJECT CODE OR MACHINE-READABLE COPIES, DOCUMENTATION, WORK
NOTES, FLOW-CHARTS, DIAGRAMS, TEST DATA, REPORTS, SAMPLES AND OTHER TANGIBLE
EVIDENCE OR RESULTS (COLLECTIVELY, "TANGIBLE EMBODIMENTS") OF SUCH INVENTIONS,
WORKS OF AUTHORSHIP AND WORK PRODUCT.
ALL TANGIBLE EMBODIMENTS OF ANY
INVENTION, WORK OF AUTHORSHIP OR WORK PRODUCT RELATED THERETO WILL BE DEEMED TO
HAVE BEEN ASSIGNED TO THE COMPANY AS A RESULT OF THE ACT OF EXPRESSING ANY
INVENTION OR WORK OF AUTHORSHIP THEREIN.
(E)
EXECUTIVE HEREBY ASSIGNS TO THE COMPANY
(TOGETHER WITH THE RIGHT TO PROSECUTE OR SUE FOR INFRINGEMENTS OR OTHER
VIOLATIONS OF THE SAME) THE ENTIRE WORLDWIDE RIGHT, TITLE AND INTEREST TO ANY
SUCH INVENTIONS OR WORKS MADE FOR HIRE, AND EXECUTIVE
2
AGREES TO PERFORM, DURING AND AFTER EMPLOYMENT, ALL ACTS DEEMED NECESSARY OR
DESIRABLE BY THE COMPANY TO PERMIT AND ASSIST IT, AT THE COMPANY'S EXPENSE, IN
REGISTERING, RECORDING, OBTAINING, MAINTAINING, DEFENDING, ENFORCING AND
ASSIGNING INVENTIONS OR WORKS MADE FOR HIRE IN ANY AND ALL COUNTRIES.
EXECUTIVE
HEREBY IRREVOCABLY DESIGNATES AND APPOINTS THE COMPANY AND ITS DULY AUTHORIZED
OFFICERS AND AGENTS AS EXECUTIVE'S AGENTS AND ATTORNEYS-IN-FACT TO ACT FOR AND
IN EXECUTIVE'S BEHALF AND INSTEAD OF EXECUTIVE, TO EXECUTE AND FILE ANY
DOCUMENTS AND TO DO ALL OTHER LAWFULLY PERMITTED ACTS TO FURTHER THE ABOVE
PURPOSES WITH THE SAME LEGAL FORCE AND EFFECT AS IF EXECUTED BY EXECUTIVE; THIS
DESIGNATION AND APPOINTMENT CONSTITUTES AN IRREVOCABLE POWER OF ATTORNEY AND IS
COUPLED WITH AN INTEREST.
(F)
WITHOUT LIMITING THE GENERALITY OF ANY
OTHER PROVISION OF THIS SECTION 3, EXECUTIVE HEREBY AUTHORIZES THE COMPANY AND
EACH OF ITS AFFILIATES (AND THEIR RESPECTIVE SUCCESSORS) TO MAKE ANY DESIRED
CHANGES TO ANY PART OF ANY INVENTION, TO COMBINE IT WITH OTHER MATERIALS IN ANY
MANNER DESIRED, AND TO WITHHOLD EXECUTIVE'S IDENTITY IN CONNECTION WITH ANY
DISTRIBUTION OR USE THEREOF ALONE OR IN COMBINATION WITH OTHER MATERIALS.
(G)
PURSUANT TO THE ILLINOIS EMPLOYEE PATENT
ACT, PUBLIC ACT 83-493, THIS AGREEMENT DOES NOT APPLY TO ANY INVENTION FOR WHICH
NO EQUIPMENT, SUPPLIES, FACILITY OR TRADE SECRET INFORMATION OF PARENT OR THE
COMPANY WAS USED AND WHICH WAS DEVELOPED ENTIRELY ON EXECUTIVE'S OWN TIME,
UNLESS (1) THE INVENTION RELATES (A) TO THE BUSINESS OF PARENT OR THE COMPANY OR
(B) TO PARENT'S OR THE COMPANY'S ACTUAL DEMONSTRABLY ANTICIPATED RESEARCH OR
DEVELOPMENT; OR (2) THE INVENTION RESULTS FROM ANY WORK PERFORMED BY EXECUTIVE
FOR PARENT OR THE COMPANY.
(H)
THE OBLIGATIONS OF EXECUTIVE SET FORTH IN
THIS SECTION 3 (INCLUDING, BUT NOT LIMITED TO, THE ASSIGNMENT OBLIGATIONS) WILL
CONTINUE