TRADEMARKS, LOGOS, PATENTS,
COPYRIGHTS, LICENSES, FORMULAS, TRADE SECRETS AND TECHNOLOGY, WHETHER IN DESIGN,
METHODS, PROCESSES, FORMULAE, MACHINES OR DEVICES AND ALL OTHER APPLICATIONS
(COLLECTIVELY, "INVENTIONS"), WHETHER MADE, CREATED, INVENTED, DEVISED,
ACQUIRED, SUCCEEDED TO (WHETHER BY DEVISE, ESTATE, TESTAMENTARY DISPOSITION OR
OTHERWISE), OR DEVELOPED PRIOR TO THE DATE OF THIS AGREEMENT FOR THE COMPANY BY
YOU, OTHER THAN INVENTIONS MADE, CREATED, INVENTED, DEVISED OR DEVELOPED BY YOU
(I) ON YOUR OWN PERSONAL TIME, (II) WITHOUT THE USE OF THE COMPANY'S EQUIPMENT,
SUPPLIES, FACILITIES AND RESOURCES AND (III) WHICH ARE NOT RELATED TO THE SALE,
MANUFACTURE, DISTRIBUTION, MARKETING DEVELOPMENT OR PROVISION OF PRODUCTS,
COMPONENTS, EQUIPMENT, HARDWARE, OTHER TECHNOLOGY OR SERVICES (OF ANY SORT) IN
THE WIRELESS COMMUNICATIONS INDUSTRY (COLLECTIVELY, "UNRELATED INVENTIONS"),
ARE WORKS MADE FOR HIRE AND SHALL BE THE EXCLUSIVE PROPERTY OF THE COMPANY
WITHOUT SEPARATE COMPENSATION TO YOU.
YOU WILL, AT THE REQUEST AND EXPENSE OF
THE COMPANY MADE AT ANY TIME, EXECUTE AND DELIVER TO THE COMPANY OR ITS NOMINEE
SUCH APPLICATIONS AND INSTRUMENTS AS MAY BE DESIRABLE AND APPROPRIATE FOR
OBTAINING FOR THE COMPANY OR ITS NOMINEE, PATENTS, COPYRIGHTS, TRADEMARKS,
KNOW-HOW AND OTHER INTELLECTUAL PROPERTY PROTECTION OF THE UNITED STATES AND ALL
OTHER COUNTRIES FOR VESTING IN THE COMPANY OR ITS NOMINEE, ALL OF YOUR CLAIM,
RIGHT, TITLE AND INTEREST IN SAID INVENTIONS AND FOR MAINTAINING, ENFORCING AND
FUNDING THE SAME, AND TO OTHERWISE VEST IN OR EVIDENCE THE COMPANY'S OR ITS
NOMINEE'S EXCLUSIVE OWNERSHIP OF ALL OF THE RIGHTS REFERRED TO HEREIN. IN THE
EVENT THAT FOR WHATEVER REASON THE RESULTS OF YOUR PAST OR FUTURE WORK FOR THE
COMPANY SHOULD NOT BE DEEMED TO BE WORKS MADE FOR HIRE, YOU AGREE TO ASSIGN, AND
YOU HEREBY DO ASSIGN, TO THE COMPANY OR ITS NOMINEE ALL CLAIM, RIGHT, TITLE AND
INTEREST, IN ANY COUNTRY, TO EACH AND EVERY OF THE INVENTIONS THAT IS THE RESULT
OF WORK DONE IN THE COURSE OF YOUR PAST OR FUTURE EMPLOYMENT BY THE COMPANY, OR
THAT YOU CREATE OR DEVELOP, OR THAT YOU ACQUIRE BY WHATEVER MEANS THAT WAS
CREATED OR DEVELOPED, IN WHOLE OR IN PART BY USING THE COMPANY'S EQUIPMENT,
SUPPLIES, RESOURCES OR FACILITIES.
EACH AND EVERY SUCH ASSIGNMENT IS AND SHALL
BE IN CONSIDERATION OF THIS AGREEMENT WITH THE COMPANY, AND NO FURTHER
CONSIDERATION THEREFOR IS OR SHALL BE PROVIDED TO YOU BY THE COMPANY.
YOU
HEREBY WAIVE ENFORCEMENT OF ANY MORAL OR LEGAL RIGHTS WHICH MIGHT LIMIT THE
COMPANY'S RIGHTS TO EXPLOIT ANY OF THE FOREGOING MATERIALS IN ANY MANNER.
D.
NO DUTY TO MITIGATE.
YOU SHALL NOT BE
REQUIRED TO MITIGATE THE AMOUNT OF ANY PAYMENT CONTEMPLATED BY THIS AGREEMENT,
NOR SHALL ANY EARNINGS THAT YOU MAY RECEIVE FROM ANY OTHER SOURCE REDUCE ANY
SUCH PAYMENT.
E.
EQUITABLE RELIEF.
YOU ACKNOWLEDGE THAT
THE PROVISIONS CONTAINED IN SECTIONS 6 AND 7 HEREOF ARE REASONABLE AND NECESSARY
TO PROTECT THE LEGITIMATE INTERESTS OF THE COMPANY, THAT ANY BREACH OR
THREATENED BREACH OF SUCH PROVISIONS WILL RESULT IN IRREPARABLE INJURY TO THE
COMPANY AND THAT THE REMEDY AT