OR INTELLECTUAL PROPERTY RIGHT WHATSOEVER OR
ANY INTEREST THEREIN (WHETHER OR NOT PATENTABLE OR REGISTRABLE UNDER COPYRIGHT
OR SIMILAR STATUTES OR SUBJECT TO ANALOGOUS PROTECTION) (COLLECTIVELY, "COMPANY
INVENTIONS") THAT RELATES TO ANY OF THE PRODUCTS OR SERVICES BEING DEVELOPED,
MANUFACTURED OR SOLD BY COMPANY OR WHICH MAY CONVENIENTLY BE USED IN RELATION
THEREWITH OR WHICH MAY BE USED IN PLACE OF ANY SUCH PRODUCT OR SERVICE, OR
RESULTS FROM TASKS ASSIGNED TO EXECUTIVE BY COMPANY OR RESULTS, IN WHOLE OR IN
PART, FROM THE USE OF PROPERTY OR PREMISES OWNED, LEASED OR CONTRACTED FOR BY
COMPANY, SUCH COMPANY INVENTIONS AND THE BENEFITS THEREOF SHALL IMMEDIATELY
BECOME THE SOLE AND ABSOLUTE PROPERTY OF COMPANY AND ITS ASSIGNS.
EXECUTIVE
AGREES THAT ALL COMPANY INVENTIONS THAT CONSIST OF WORKS OF AUTHORSHIP CAPABLE
OF PROTECTION UNDER COPYRIGHT LAWS SHALL CONSTITUTE WORKS MADE FOR HIRE.
EXECUTIVE HEREBY AGREES TO ASSIGN, AND TO THE EXTENT HE MAY LAWFULLY DO SO,
HEREBY ASSIGNS TO COMPANY, ANY RIGHTS EXECUTIVE MAY HAVE OR ACQUIRE IN THE
COMPANY INVENTIONS AND BENEFITS AND/OR RIGHTS RESULTING THEREFROM TO COMPANY AND
ITS ASSIGNS WITHOUT COMPENSATION.
7.
EXECUTIVE'S OBLIGATION TO KEEP RECORDS.
EXECUTIVE SHALL MAKE AND
MAINTAIN ADEQUATE AND CURRENT WRITTEN RECORDS OF ALL COMPANY INVENTIONS,
INCLUDING NOTEBOOKS AND INVENTION DISCLOSURES, WHICH RECORDS SHALL BE AVAILABLE
TO AND REMAIN THE PROPERTY OF COMPANY AT ALL TIMES.
EXECUTIVE SHALL PROMPTLY
DISCLOSE ALL COMPANY INVENTIONS TO COMPANY, FULLY, IN WRITING AND WITHOUT
PUBLISHING THE SAME, IMMEDIATELY UPON PRODUCTION OR DEVELOPMENT OF THE SAME AND
AT ANY TIME UPON REQUEST.
8
8.
EXECUTIVE'S OBLIGATION TO COOPERATE.
EXECUTIVE WILL, AT ANY TIME
DURING HIS EMPLOYMENT, OR AFTER IT TERMINATES, UPON REQUEST OF COMPANY, EXECUTE
ALL DOCUMENTS AND PERFORM ALL LAWFUL ACTS WHICH COMPANY CONSIDERS NECESSARY OR
ADVISABLE TO SECURE ITS RIGHTS UNDER SECTION 6 OF THIS AGREEMENT AND TO CARRY
OUT THE INTENT OF THIS AGREEMENT.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, EXECUTIVE WILL ASSIST COMPANY IN ANY REASONABLE MANNER TO OBTAIN FOR
ITS OWN BENEFIT PATENTS OR COPYRIGHTS IN ANY AND ALL COUNTRIES WITH RESPECT TO
ALL COMPANY INVENTIONS ASSIGNED PURSUANT TO SECTION 6, AND EXECUTIVE WILL
EXECUTE, WHEN REQUESTED, PATENT AND OTHER APPLICATIONS AND ASSIGNMENTS THEREOF
TO COMPANY, OR PERSONS DESIGNATED BY IT, AND ANY OTHER LAWFUL DOCUMENTS DEEMED
NECESSARY BY COMPANY TO CARRY OUT THE PURPOSES OF THIS AGREEMENT, AND EXECUTIVE
WILL FURTHER ASSIST COMPANY IN EVERY WAY TO ENFORCE ANY PATENTS AND COPYRIGHTS
OBTAINED, INCLUDING TESTIFYING IN ANY SUIT OR PROCEEDING INVOLVING ANY OF SAID
PATENTS OR COPYRIGHTS OR EXECUTING ANY DOCUMENTS DEEMED NECESSARY BY COMPANY,
ALL WITHOUT FURTHER CONSIDERATION THAN PROVIDED FOR HEREIN.
IT IS UNDERSTOOD
THAT REASONABLE OUT-OF-POCKET EXPENSES OF EXECUTIVE'S ASSISTANCE INCURRED AT THE
REQUEST OF COMPANY UNDER THIS SECTION WILL BE REIMBURSED BY COMPANY.
9.
TERMINATION.
9.1.
BASES FOR TERMINATION.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, THE EMPLOYMENT RELATIONSHIP CREATED UNDER THIS AGREEMENT BETWEEN
COMPANY AND EXECUTIVE SHALL TERMINATE IMMEDIATELY UPON THE OCCURRENCE OF ANY ONE
OF THE FOLLOWING EVENTS:
(A)
THE DEATH OF EXECUTIVE;
(B)
EXECUTIVE