OR COPIES THEREOF OR ANY SUCH TANGIBLE PROPERTY.
(C)
YOU AGREE THAT YOUR OBLIGATION NOT TO DISCLOSE OR TO USE
INFORMATION AND MATERIALS OF THE TYPES SET FORTH IN PARAGRAPHS (A) AND
(B) ABOVE, AND YOUR OBLIGATION TO RETURN MATERIALS AND TANGIBLE PROPERTY, SET
FORTH IN PARAGRAPH (B) ABOVE, ALSO EXTENDS TO SUCH TYPES OF INFORMATION,
MATERIALS AND TANGIBLE PROPERTY OF CUSTOMERS OF THE COMPANY OR SUPPLIERS TO THE
COMPANY OR OTHER THIRD PARTIES WHO MAY HAVE DISCLOSED OR ENTRUSTED THE SAME TO
THE COMPANY OR TO YOU.
6.2
DEVELOPMENTS.
(A)
YOU WILL MAKE FULL AND PROMPT DISCLOSURE TO THE COMPANY OF ALL
INVENTIONS, IMPROVEMENTS, DISCOVERIES, METHODS, DEVELOPMENTS, SOFTWARE, AND
WORKS OF AUTHORSHIP, WHETHER PATENTABLE OR NOT, WHICH ARE CREATED, MADE,
CONCEIVED OR REDUCED TO PRACTICE BY YOU OR UNDER YOUR DIRECTION OR JOINTLY WITH
OTHERS DURING YOUR EMPLOYMENT BY THE COMPANY, WHETHER OR NOT DURING NORMAL
WORKING HOURS OR ON THE PREMISES OF THE COMPANY (ALL OF WHICH ARE COLLECTIVELY
REFERRED TO IN THIS LETTER AGREEMENT AS "DEVELOPMENTS").
(B)
YOU AGREE TO ASSIGN AND DO HEREBY ASSIGN TO THE COMPANY (OR ANY
PERSON OR ENTITY DESIGNATED BY THE COMPANY) ALL YOUR RIGHT, TITLE AND INTEREST
IN AND TO ALL DEVELOPMENTS AND ALL RELATED PATENTS, PATENT APPLICATIONS,
COPYRIGHTS AND COPYRIGHT APPLICATIONS.
HOWEVER, THIS PARAGRAPH (B) SHALL NOT
APPLY TO DEVELOPMENTS WHICH DO NOT RELATE TO THE BUSINESS OR RESEARCH AND
DEVELOPMENT CONDUCTED OR PLANNED TO BE CONDUCTED BY THE COMPANY AT THE TIME SUCH
DEVELOPMENT IS CREATED, MADE, CONCEIVED OR REDUCED TO PRACTICE AND WHICH ARE
MADE AND CONCEIVED BY YOU NOT DURING NORMAL WORKING HOURS, NOT ON THE COMPANY'S
PREMISES AND NOT USING THE COMPANY'S TOOLS, DEVICES, EQUIPMENT OR PROPRIETARY
INFORMATION.
YOU UNDERSTAND THAT, TO THE EXTENT THIS LETTER AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF ANY STATE WHICH PRECLUDES A REQUIREMENT
IN AN EMPLOYEE AGREEMENT TO ASSIGN CERTAIN CLASSES OF INVENTIONS MADE BY AN
EMPLOYEE, THIS PARAGRAPH (B) SHALL BE INTERPRETED NOT TO APPLY TO ANY INVENTION
WHICH A COURT RULES AND/OR THE COMPANY AGREES FALLS WITHIN SUCH CLASSES.
YOU
ALSO HEREBY WAIVE ALL CLAIMS TO MORAL RIGHTS IN ANY DEVELOPMENTS.
(C)
YOU AGREE TO COOPERATE FULLY WITH THE COMPANY, BOTH DURING AND
AFTER YOUR EMPLOYMENT WITH THE COMPANY, WITH RESPECT TO THE PROCUREMENT,
MAINTENANCE AND ENFORCEMENT OF COPYRIGHTS, PATENTS AND OTHER INTELLECTUAL
PROPERTY RIGHTS (BOTH IN THE UNITED STATES
AND FOREIGN COUNTRIES) RELATING TO DEVELOPMENTS.
YOU SHALL SIGN ALL PAPERS,
INCLUDING, WITHOUT LIMITATION, COPYRIGHT APPLICATIONS, PATENT APPLICATIONS,
DECLARATIONS, OATHS, FORMAL ASSIGNMENTS, ASSIGNMENTS OF PRIORITY RIGHTS, AND
POWERS OF ATTORNEY, WHICH THE COMPANY MAY DEEM NECESSARY OR DESIRABLE IN ORDER
TO PROTECT ITS RIGHTS AND INTERESTS IN ANY DEVELOPMENT.
YOU FURTHER AGREE THAT
IF THE COMPANY IS UNABLE, AFTER REASONABLE EFFORT, TO SECURE YOUR SIGNATURE ON
ANY SUCH PAPERS, ANY EXECUTIVE OFFICER OF THE COMPANY SHALL BE ENTITLED TO
EXECUTE ANY SUCH PAPERS AS YOUR AGENT AND ATTORNEY-IN-FACT, AND YOU HEREBY
IRREVOCABLY DESIGNATE AND APPOINT EACH EXECUTIVE OFFICER OF THE COMPANY AS YOUR
AGENT