DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART,
EMPLOYEE SUPERVISED OR PARTICIPATED IN THE COMPANY'S SOLICITATION ACTIVITIES
RELATED TO SUCH PROSPECTIVE CUSTOMER OR CLIENT, NOR SHALL EMPLOYEE ASSIST ANY
PERSON OR ENTITY TO ENGAGE IN ANY ACTIVITY PROHIBITED BY THIS SUBSECTION 10(C).
(D)
RETURN OF DOCUMENTS.
IN THE EVENT OF THE
TERMINATION OF EMPLOYEE'S EMPLOYMENT FOR ANY REASON, EMPLOYEE SHALL DELIVER TO
THE COMPANY ALL OF (I) THE PROPERTY OF THE COMPANY, AND (II) THE DOCUMENTS AND
DATA OF ANY NATURE AND IN WHATEVER MEDIUM OF THE COMPANY, AND EMPLOYEE SHALL NOT
TAKE WITH EMPLOYEE ANY SUCH PROPERTY, DOCUMENTS OR DATA OR ANY REPRODUCTION
THEREOF, OR ANY DOCUMENTS CONTAINING OR PERTAINING TO ANY CONFIDENTIAL
INFORMATION.
(E)
WORKS FOR HIRE.
EMPLOYEE AGREES THAT THE
COMPANY SHALL OWN ALL RIGHT, TITLE AND INTEREST THROUGHOUT THE WORLD IN AND TO
ANY AND ALL INVENTIONS, ORIGINAL WORKS OF AUTHORSHIP, DEVELOPMENTS, CONCEPTS,
KNOW-HOW, IMPROVEMENTS OR TRADE SECRETS, WHETHER OR NOT PATENTABLE OR
REGISTERABLE UNDER COPYRIGHT OR SIMILAR LAWS, WHICH EMPLOYEE MAY SOLELY OR
JOINTLY CONCEIVE OR DEVELOP OR REDUCE TO PRACTICE, OR CAUSE TO BE CONCEIVED OR
DEVELOPED OR REDUCED TO PRACTICE DURING EMPLOYEE'S PERIOD OF EMPLOYMENT, WHETHER
OR NOT DURING REGULAR WORKING HOURS, PROVIDED THEY EITHER (I) RELATE AT THE TIME
OF CONCEPTION OR DEVELOPMENT TO THE ACTUAL OR DEMONSTRABLY PROPOSED BUSINESS OR
RESEARCH AND DEVELOPMENT ACTIVITIES OF THE COMPANY; (II) RESULT FROM OR RELATE
TO ANY WORK PERFORMED FOR THE COMPANY; OR (III) ARE DEVELOPED THROUGH THE USE OF
CONFIDENTIAL INFORMATION AND/OR COMPANY RESOURCES OR IN CONSULTATION WITH
COMPANY PERSONNEL (COLLECTIVELY REFERRED TO AS "DEVELOPMENTS").
EMPLOYEE HEREBY
ASSIGNS ALL RIGHT, TITLE
10
AND INTEREST IN AND TO ANY AND ALL OF THESE DEVELOPMENTS TO THE COMPANY.
EMPLOYEE AGREES TO ASSIST THE COMPANY, AT THE COMPANY'S EXPENSE, TO FURTHER
EVIDENCE, RECORD AND PERFECT SUCH ASSIGNMENTS, AND TO PERFECT, OBTAIN, MAINTAIN,
ENFORCE, AND DEFEND ANY RIGHTS SPECIFIED TO BE SO OWNED OR ASSIGNED.
EMPLOYEE
HEREBY IRREVOCABLY DESIGNATES AND APPOINTS THE COMPANY AND ITS AGENTS AS
ATTORNEYS-IN-FACT TO ACT FOR AND ON EMPLOYEE'S BEHALF TO EXECUTE AND FILE ANY
DOCUMENT AND TO DO ALL OTHER LAWFULLY PERMITTED ACTS TO FURTHER THE PURPOSES OF
THE FOREGOING WITH THE SAME LEGAL FORCE AND EFFECT AS IF EXECUTED BY EMPLOYEE.
IN ADDITION, AND NOT IN CONTRAVENTION OF ANY OF THE FOREGOING, EMPLOYEE
ACKNOWLEDGES THAT ALL ORIGINAL WORKS OF AUTHORSHIP WHICH ARE MADE BY EMPLOYEE
(SOLELY OR JOINTLY WITH OTHERS) WITHIN THE SCOPE OF EMPLOYMENT AND WHICH ARE
PROTECTABLE BY COPYRIGHT ARE "WORKS MADE FOR HIRE," AS THAT TERM IS DEFINED IN
THE UNITED STATES COPYRIGHT ACT (17 USC SEC. 101).
TO THE EXTENT ALLOWED BY
LAW, THIS INCLUDES ALL RIGHTS OF PATERNITY, INTEGRITY, DISCLOSURE AND WITHDRAWAL
AND ANY OTHER RIGHTS THAT MAY BE KNOWN AS OR REFERRED TO AS "MORAL RIGHTS."
TO
THE EXTENT EMPLOYEE RETAINS ANY SUCH MORAL RIGHTS UNDER APPLICABLE LAW, EMPLOYEE
HEREBY WAIVES SUCH MORAL RIGHTS AND CONSENTS TO ANY ACTION CONSISTENT WITH THE
TERMS OF THIS AGREEMENT WITH RESPECT TO SUCH MORAL RIGHTS, IN