Common use of Covenants of Employee Clause in Contracts

Covenants of Employee. For and in consideration of the employment herein contemplated and the consideration paid or promised to be paid by the Company, the Employee does hereby covenant, agree and promise that during the term hereof and thereafter to the extent specifically provided in this Agreement: (a) Except as otherwise specifically permitted by this Agreement, during the term of this Agreement, Employee will not actively engage, directly or indirectly, in any other business other than that of Company, except at the direction or approval of the Company. (b) The Employee will truthfully and accurately make, maintain and preserve all records and reports that the Company may from time to time request or require . (c) The Employee will fully account for all money, records, goods, wares and merchandise or other property belonging to the Company of which the Employee has custody, and will pay over and deliver same promptly whenever and however he may be reasonably directed to do so by the Company. (d) The Employee will obey all rules, regulations and special instructions of the Company applicable to him, and will be loyal and faithful to the Company at all times. (e) The Employee will make available to the Company any and all of the information of which he has knowledge relating to the Business of the Company, and will make all suggestions and recommendations which he feels will be of mutual benefit to the Parties. (f) The Employee agrees that upon termination of his employment hereunder he will immediately surrender and turn over to the Company all books, records, forms, specifications, formulae, data, processes, papers and writings related to the Business of the Company and all other property belonging to the Company, together with all copies of the foregoing, it being understood and agreed that the same are the sole property of the Company. (g) The Employee agrees that all ideas, concepts, processes, discoveries, devices, machines, tools, materials, designs, improvements, inventions and other things of value relating to the Business of the Company (hereinafter collectively referred to as "intangible rights"), whether patentable or not, which are conceived, made, invented or suggested by him alone or in collaboration with others during the term of his employment, and whether or not during regular working hours, shall be promptly disclosed in writing to the Company and shall be the sole and exclusive property of the Company. The Employee hereby assigns all of his right, title and interest in and to all such intangible rights to the Company, and its successors or assigns. In the event that any of such intangible rights shall be deemed by the Company to be patentable or otherwise registerable under any federal, state or foreign law, the Employee further agrees that, at the expense of the Company, he will execute all documents and do all things reasonably necessary, advisable or proper to obtain patents therefor or registration thereof, and to vest in the Company full title thereto.

Covenants of Employee. For and in consideration of the employment herein contemplated and the consideration paid or promised to be paid by the Company, the Employee does hereby covenant, agree and promise that during the term hereof and thereafter to the extent specifically provided in this Agreement: (a) Except as otherwise specifically permitted by this Agreement, during the term of this Agreement, Employee will not actively engage, directly or indirectly, in any other business other than that of Company, except at the direction or approval of the Company. (b) The Employee will use her best reasonable efforts to truthfully and accurately make, maintain and preserve all records and reports that the Company may from time to time request or require require. (c) The Employee will fully account for all money, records, goods, wares and merchandise or other property belonging to the Company of which the Employee has custody, and will pay over and deliver same promptly whenever and however he she may be reasonably directed to do so by the Company. (d) The Employee will obey all rules, regulations and special instructions of the Company applicable to himher, and will be loyal and faithful to the Company at all times. (e) The Employee will make available to the Company any and all of the information of which he she has knowledge relating to the Business business of the Company, and will make all suggestions and recommendations which he she feels will be of mutual benefit to the Parties. (f) The Employee agrees that upon termination of his her employment hereunder he she will immediately surrender and turn over to the Company all books, records, forms, specifications, formulae, data, processes, papers and writings related to the Business of the Company and all other property belonging to the Company, together with all copies of the foregoing, it being understood and agreed that the same are the sole property of the Company. (g) The Employee agrees that all ideas, concepts, processes, discoveries, devices, machines, tools, materials, designs, improvements, inventions and other things of value relating to the Business of the Company (hereinafter collectively referred to as "intangible rights"), whether patentable or not, which are conceived, made, invented or suggested by him her alone or in collaboration with others during the term of his her employment, and whether or not during regular working hours, shall be promptly disclosed in writing to the Company and shall be the sole and exclusive property of the Company. The Employee hereby assigns all of his her right, title and interest in and to all such intangible rights to the Company, and its successors or assigns. In the event that any of such intangible rights shall be deemed by the Company to be patentable or otherwise registerable under any federal, state or foreign law, the Employee further agrees that, at the expense of the Company, he she will execute all documents and do all things reasonably necessary, advisable or proper to obtain patents therefor or registration thereof, and to vest in the Company full title thereto.

Covenants of Employee. For and in consideration of the employment herein contemplated and the consideration paid or promised to be paid by the Company, the Employee does hereby covenant, agree and promise that during the term hereof and thereafter to the extent specifically provided in this Agreement: (a) Except as otherwise specifically permitted by this Agreement, during the term of this Agreement, Employee will not actively engage, directly or indirectly, in any other business other than that of Company, except at the direction or approval of the Company. (b) The Employee will use his best reasonable efforts to truthfully and accurately make, maintain and preserve all records and reports that the Company may from time to time request or require require. (c) The Employee will fully account for all money, records, goods, wares and merchandise or other property belonging to the Company of which the Employee has custody, and will pay over and deliver same promptly whenever and however he may be reasonably directed to do so by the Company. (d) The Employee will obey all rules, regulations and special instructions of the Company applicable to him, following receipt of notice thereof, and will take no action which can reasonably be loyal and faithful expected to undermine or compromise the Company at all timesand the Business. (e) The Employee will make available to the Company any and all of the information of which he has knowledge relating to the Business of or the Company, and will make all suggestions and recommendations which he feels will be of mutual benefit to the Parties. (f) The Employee agrees that upon termination of his employment hereunder he will immediately surrender and turn over to the Company all books, records, forms, specifications, formulae, data, processes, papers and writings related to the Business of the Company and all other property belonging to the Company, together with all copies of the foregoing, it being understood and agreed that the same are the sole property of the Company. (g) The Employee agrees that all ideas, concepts, processes, discoveries, devices, machines, tools, materials, designs, improvements, inventions and other things of value relating to the Business of the Company (hereinafter collectively referred to as "intangible rights"), whether patentable or not, which are conceived, made, invented or suggested by him alone or in collaboration with others during the term of his employment, and whether or not during regular working hours, shall be promptly disclosed in writing to the Company and shall be the sole and exclusive property of the Company. The Employee hereby assigns all of his right, title and interest in and to all such intangible rights to the Company, and its successors or assigns. In the event that any of such intangible rights shall be deemed by the Company to be patentable or otherwise registerable under any federal, state or foreign law, the Employee further agrees that, at the expense of the Company, he will execute all documents and do all things reasonably necessary, advisable or proper to obtain patents therefor or registration thereof, and to vest in the Company full title thereto.

Covenants of Employee. For and in consideration of the --------------------- employment herein contemplated and the consideration paid or promised to be paid by the Company, the Employee does hereby covenant, agree and promise that during the term hereof and thereafter to the extent specifically provided in this Agreement: (a) Except as otherwise specifically permitted by this Agreement, during the term of this Agreement, Employee will not actively engage, directly or indirectly, in any other business other than that of Company, except at the direction or approval of the Company. (b) The Employee will truthfully and use his best reasonable efforts to accurately make, maintain and preserve all records and reports that the Company may from time to time request or require require. (c) The Employee will fully account for all money, records, goods, wares and merchandise records or other property belonging to the Company of which the Employee has custody, and will pay over and deliver same promptly whenever and however he may be reasonably directed to do so by the Company. (d) The Employee will obey all rules, regulations and special instructions of the Company applicable to him, following receipt of notice thereof, and will take no action which can reasonably be loyal and faithful expected to undermine or compromise the Company at all timesand the Business. (e) The Employee will make available to the Company any and all of the information of which he has knowledge relating to the Business business of the Company, and will make all suggestions and recommendations regarding the business operations or business prospects of the Company or the Parent which he feels will be of mutual benefit to the Parties. (f) The Employee agrees that upon termination of his employment hereunder he will immediately surrender and turn over to the Company all books, records, forms, specifications, formulae, data, processes, papers and writings related to the Business of the Company and all other property belonging to the Company, together with all copies of the foregoing, it being understood and agreed that the same are the sole property of the Company. (g) The Employee agrees that all ideas, concepts, processes, discoveries, devices, machines, tools, materials, designs, improvements, inventions and other things of value relating to the Business of the Company (hereinafter collectively referred to as "intangible rights"), whether patentable or not, which are conceived, made, invented or suggested by him alone or in collaboration with others during the term of his employment, and whether or not during regular working hours, shall be promptly disclosed in writing to the Company and shall be the sole and exclusive property of the Company. The Employee hereby assigns all of his right, title and interest in and to all such intangible rights to the Company, and its successors or assigns. In the event that any of such intangible rights shall be deemed by the Company to be patentable or otherwise registerable under any federal, state or foreign law, the Employee further agrees that, at the expense of the Company, he will execute all documents and do all things reasonably necessary, advisable or proper to obtain patents therefor or registration thereof, and to vest in the Company full title thereto.

Covenants of Employee. For and in consideration of the employment herein contemplated and the consideration paid or promised to be paid by the Company, the Employee does hereby covenant, agree and promise that during the term hereof and thereafter to the extent specifically provided in this Agreement: (a) Except as otherwise specifically permitted by this Agreement, during the term of this Agreement, Employee will not actively engage, directly or indirectly, in any other business other than that of Company, except at the direction or approval of the Company. (b) The Employee will use his best reasonable efforts to truthfully and accurately make, maintain and preserve all records and reports that the Company may from time to time request or require require. (cb) The Employee will fully account for all money, records, goods, wares and merchandise or other property belonging to the Company of which the Employee has custody, and will pay over and deliver same promptly whenever and however he may be reasonably directed to do so by the Company. (dc) The Employee will obey all rules, regulations and special instructions of the Company applicable to him, and will be loyal and faithful to the Company at all times. (ed) The Upon request, the Employee will make available to the Company any and all of the information of which he has knowledge relating to the Business business of the Company, and will make all suggestions and recommendations which he feels will be of mutual benefit to the Parties. (fe) The Employee agrees that upon termination of his employment hereunder he will immediately surrender and turn over to the Company all books, records, forms, specifications, formulae, data, processes, papers and writings related to the Business of the Company and all other property belonging to the Company, together with all copies of the foregoing, it being understood and agreed that the same are the sole property of the Company. (gf) The Employee agrees that all ideas, concepts, processes, discoveries, devices, machines, tools, materials, designs, improvements, inventions and other things of value relating to the Business of the Company (hereinafter collectively referred to as "intangible rights"), whether patentable or not, which are conceived, made, invented or suggested by him alone or in collaboration with others during the term of his employment, and whether or not during regular working hours, shall be promptly disclosed in writing to the Company and shall be the sole and exclusive property of the Company. The Employee hereby assigns all of his right, title and interest in and to all such intangible rights to the Company, and its successors or assigns. In the event that any of such intangible rights shall be deemed by the Company to be patentable or otherwise registerable under any federal, state or foreign law, the Employee further agrees that, at the expense of the Company, he will execute all documents and do all things reasonably necessary, advisable or proper to obtain patents therefor or registration thereof, and to vest in the Company full title thereto.

Covenants of Employee. For and in consideration of the employment herein contemplated and the consideration paid or promised to be paid by the Company, the Employee does hereby covenant, agree and promise that during the term hereof and thereafter to the extent specifically provided in this Agreement: (a) Except as otherwise specifically permitted by this Agreement, during the term of this Agreement, Employee will not actively engage, directly or indirectly, in any other business other than that of Company, except at the direction or approval of the Chief Executive Officer of the Company. (b) The Employee will truthfully and use his best reasonable efforts to accurately make, maintain and preserve all records and reports that the Chief Executive Officer of the Company may from time to time request or require require. (c) The Employee will fully account for all money, records, goods, wares and merchandise or other property belonging to the Company of which the Employee has custody, and will pay over and deliver same promptly whenever and however he may be reasonably directed to do so by the Chief Executive Officer of the Company. (d) The Employee will obey comply in all material respects with all rules, regulations and special instructions of the Company applicable to him, and will be loyal and faithful to the Company at all times. (e) The Employee will make available to the Company any and all of the information of which he has knowledge relating to the Business of the Company, and will make all suggestions and recommendations which he feels reasonably believes will be of mutual benefit to the Parties. (f) The Employee agrees that upon termination of his employment hereunder he will immediately surrender and turn over to the Company all books, records, forms, specifications, formulae, data, processes, papers and writings related to the Business of the Company and all other property belonging to the Company, together with all copies of the foregoing, it being understood and agreed that the same are the sole property of the Company. (g) The Employee agrees that all ideas, concepts, processes, discoveries, devices, machines, tools, materials, designs, improvements, inventions and other things of value relating to the Business of the Company (hereinafter collectively referred to as "intangible rights"), whether patentable or not, which are conceived, made, invented or suggested by him alone or in collaboration with others during the term of his employment, and whether or not during regular working hours, shall be promptly disclosed in writing to the Chief Executive Officer or Board of Directors of the Company and shall be the sole and exclusive property of the Company. The Employee hereby assigns all of his right, title and interest in and to all such intangible rights to the Company, and its successors or assigns. In the event that any of such intangible rights shall be deemed by the Company to be patentable or otherwise registerable under any federal, state or foreign law, the Employee further agrees that, at the expense of the Company, he will execute all documents and do all things reasonably necessary, advisable or proper to obtain patents therefor or registration thereof, and to vest in the Company full title thereto.

Covenants of Employee. For and in consideration of the employment herein contemplated and the consideration paid or promised to be paid by the Company, the Employee does hereby covenant, agree and promise that during the term hereof and thereafter to the extent specifically provided in this Agreementhereof: (a) Except as otherwise specifically permitted by this Agreement, during the term of this Agreement, Employee will not actively engage, directly or indirectly, in any other business other than that of Company, except at the direction or approval of the Company. (b) The Employee will truthfully and accurately make, maintain and preserve all records and reports that the Company may from time to time request or require require. (c) The Employee will fully account for all money, records, goods, wares and merchandise or other property belonging to the Company of which the Employee has custody, and will pay over and deliver same promptly whenever and however he may be reasonably directed to do so by the Company. (d) The Employee will obey all rules, regulations and special instructions of the Company applicable to him, and will be loyal and faithful to the Company at all times. (e) The Employee will make available to the Company any and all of the information of which he has knowledge relating to the Business business of the Company, and will make all suggestions and recommendations which he feels will be of mutual benefit to the Parties. (f) The Employee agrees that upon termination of his employment hereunder he will immediately surrender and turn over to the Company all books, records, forms, specifications, formulae, data, processes, papers and writings related to the Business business of the Company and all other property belonging to the Company, together with all copies of the foregoing, it being understood and agreed that the same are the sole property of the Company. (g) The Employee agrees that all ideas, concepts, processes, discoveries, devices, machines, tools, materials, designs, improvements, inventions and other things of value relating to the Business of the Company (hereinafter collectively referred to as "intangible rightsIntangible Rights"), whether patentable or not, which are conceived, made, invented or suggested by him alone or in collaboration with others during the term of his employment, and whether or not during regular working hours, shall be promptly disclosed in writing to the Company and shall be the sole and exclusive property of the Company. The Employee hereby assigns all of his right, title and interest in and to all such intangible rights Intangible Rights to the Company, and its successors or assigns. In the event that any of such intangible rights said Intangible Rights shall be deemed by the Company to be patentable or otherwise registerable under any federal, state or foreign law, the Employee further agrees that, at the expense of the Company, he will execute all documents and do all things reasonably necessary, advisable or proper to obtain patents therefor or registration thereof, and to vest in the Company full title thereto.

Covenants of Employee. For and in consideration of the employment herein contemplated and the consideration paid or promised to be paid by the Company, the Employee does hereby covenant, agree and promise that during the term hereof and thereafter to the extent specifically provided in this Agreement: (a) Except as otherwise specifically permitted by this Agreement, during the term of this Agreement, Employee will not actively engage, directly or indirectly, in any other business other than that of Company, except at the direction or approval of the Company. (b) The Employee will use his best reasonable efforts to truthfully and accurately make, maintain and preserve all records and reports that the Company may from time to time request or require require. (cb) The Employee will fully account for all money, records, goods, wares and merchandise or other property belonging to the Company of which the Employee has custody, and will pay over and deliver same promptly whenever and however he may be reasonably directed to do so by the Company. (dc) The Employee will obey all rules, regulations and special instructions of the Company applicable to him, and will be loyal and faithful to the Company at all times. (ed) The Employee will make available to the Company any and all of the information of which he has knowledge relating to the Business business of the Company, and will make all suggestions and recommendations which he feels will be of mutual benefit to the Parties. (fe) The Employee agrees that upon termination of his employment hereunder he will immediately surrender and turn over to the Company all books, records, forms, specifications, formulae, data, processes, papers and writings related to the Business of the Company and all other property belonging to the Company, together with all copies of the foregoing, it being understood and agreed that the same are the sole property of the Company. (g) The Employee agrees that all ideas, concepts, processes, discoveries, devices, machines, tools, materials, designs, improvements, inventions and other things of value relating to the Business of the Company (hereinafter collectively referred to as "intangible rights"), whether patentable or not, which are conceived, made, invented or suggested by him alone or in collaboration with others during the term of his employment, and whether or not during regular working hours, shall be promptly disclosed in writing to the Company and shall be the sole and exclusive property of the Company. The Employee hereby assigns all of his right, title and interest in and to all such intangible rights to the Company, and its successors or assigns. In the event that any of such intangible rights shall be deemed by the Company to be patentable or otherwise registerable under any federal, state or foreign law, the Employee further agrees that, at the expense of the Company, he will execute all documents and do all things reasonably necessary, advisable or proper to obtain patents therefor or registration thereof, and to vest in the Company full title thereto.

Covenants of Employee. For and in consideration of the --------------------- employment herein contemplated and the consideration paid or promised to be paid by the Company, the Employee does hereby covenant, agree and promise that during the term hereof and thereafter to the extent specifically provided in this Agreementhereof: (a) Except as otherwise specifically permitted by this Agreement, during the term of this Agreement, Employee will not actively engage, directly or indirectly, in any other business other than that of Company, except at the direction or approval of the Company. (b) The Employee will truthfully and accurately make, maintain and preserve all records and reports that the Company may from time to time request or require require. (c) The Employee will fully account for all money, records, goods, wares and merchandise or other property belonging to the Company of which the Employee has custody, and will pay over and deliver same promptly whenever and however he may be reasonably directed to do so by the Company. (d) The Employee will obey all rules, regulations and special instructions of the Company applicable to him, and will be loyal and faithful to the Company at all times. (e) The Employee will make available to the Company any and all of the information of which he has knowledge relating to the Business business of the Company, and will make all suggestions and recommendations which he feels will be of mutual benefit to the Parties. (f) The Employee agrees that upon termination of his employment hereunder he will immediately surrender and turn over to the Company all books, records, forms, specifications, formulae, data, processes, papers and writings related to the Business business of the Company and all other property belonging to the Company, together with all copies of the foregoing, it being understood and agreed that the same are the sole property of the Company. (g) The Employee agrees that all ideas, concepts, processes, discoveries, devices, machines, tools, materials, designs, improvements, inventions and other things of value relating to the Business of the Company (hereinafter collectively referred to as "intangible rightsIntangible Rights"), whether patentable or not, which are conceived, made, invented or suggested by him alone or in collaboration with others during the term of his employment, and whether or not during regular working hours, shall be promptly disclosed in writing to the Company and shall be the sole and exclusive property of the Company. The Employee hereby assigns all of his right, title and interest in and to all such intangible rights Intangible Rights to the Company, and its successors or assigns. In the event that any of such intangible rights said Intangible Rights shall be deemed by the Company to be patentable or otherwise registerable under any federal, state or foreign law, the Employee further agrees that, at the expense of the Company, he will execute all documents and do all things reasonably necessary, advisable or proper to obtain patents therefor or registration thereof, and to vest in the Company full title thereto.

Covenants of Employee. For and in consideration of the --------------------- employment herein contemplated and the consideration paid or promised to be paid by the CompanyEmployers, the Employee does hereby covenant, agree and promise that during the term hereof and thereafter to the extent specifically provided in this Agreement: (a) Except as otherwise specifically permitted by this Agreement, during the term of this Agreement, Employee will not actively engage, directly or indirectly, in any other business other than that of CompanyEmployers, except at the direction or approval of the CompanyEmployers. (b) The Employee will use his best reasonable efforts to truthfully and accurately make, maintain and preserve all records and reports that the Company Employers may from time to time request or require require. (c) The Employee will fully account for all money, records, goods, wares and merchandise or other property belonging to the Company Employers of which the Employee has custody, and will pay over and deliver same promptly whenever and however he may be reasonably directed to do so by the CompanyEmployers. (d) The Employee will obey all rules, regulations and special instructions of the Company Employers applicable to him, and will be loyal and faithful to the Company Employers at all times. (e) The Employee will make available to the Company Employers any and all of the information of which he has knowledge relating to the Business business of the CompanyEmployers, and will make all suggestions and recommendations which he feels will be of mutual benefit to the Parties. (f) The Employee agrees that upon termination of his employment hereunder he will immediately surrender and turn over to the Company Employers all books, records, forms, specifications, formulae, data, processes, papers and writings related to the Business business of the Company Employers and all other property belonging to the CompanyEmployers, together with all copies of the foregoing, it being understood and agreed that the same are the sole property of the CompanyEmployers. (g) The Employee agrees that all ideas, concepts, processes, discoveries, devices, machines, tools, materials, designs, improvements, inventions and other things of value relating to the Business of the Company Employers (hereinafter collectively referred to as "intangible rights"), whether patentable or not, which are conceived, made, invented or suggested by him alone or in collaboration with others during the term of his employment, and whether or not during regular working hours, shall be promptly disclosed in writing to the Company Employers and shall be the sole and exclusive property of the CompanyEmployers. The Employee hereby assigns all of his right, title and interest in and to all such intangible rights to the CompanyEmployers, and its successors or assigns. In the event that any of such said intangible rights shall be deemed by the Company Employers to be patentable or otherwise registerable under any federal, state or foreign law, the Employee further agrees that, at the expense of the CompanyEmployers, he will execute all documents and do all things reasonably necessary, advisable or proper to obtain patents therefor or registration thereof, and to vest in the Company Employers full title thereto.

Covenants of Employee. For and in consideration of the employment herein contemplated and the consideration paid or promised to be paid by the CompanyEmployer, the opportunity to obtain grants of shares of common stock of Employer, Employer’s giving Employee access to Confidential Information during the Term as determined by Employer, Employee does hereby covenant, agree agree, and promise that during the term Term hereof and for a period thereafter to the extent specifically provided in this AgreementAgreement as follows: (a) Except as otherwise specifically permitted by this Agreement, during the term of this Agreement, Employee will not actively engage, directly or indirectly, in any other activity that is directly competitive with the business other than that of Company, except at the direction or approval of the CompanyEmployer. This prohibition shall include the ownership, management, operation, control of, employment by, participation in, in any manner, any business of the type that is competitive with the business of Employer. (b) The Employee will truthfully and accurately make, maintain maintain, and preserve all records and reports that the Company Employer may from time to time-to-time request or require require. (c) The Employee will fully account for all money, records, goods, wares wares, and merchandise merchandise, or other property belonging to the Company Employer of which the Employee has custody, and will pay over and promptly deliver the same promptly whenever and however he Employee may be reasonably directed to do so by the Companyso. (d) The Employee will obey all rules, regulations regulations, and special instructions applicable to Employee, including but not limited to, those set forth in the then existing Employee Policy Manual (as defined in Exhibit B) of the Company applicable to himEmployer, if any, and will be loyal and faithful to the Company Employer at all times, constantly endeavoring to improve Employee’s ability and knowledge of the business in an effort to increase the value of Employee’s services for the mutual benefit of the Parties. (e) The Employee will make available to the Company any and all of the information of which he has knowledge relating to the Business of the Company, and will make all suggestions and recommendations which he feels will be of mutual benefit to the Parties. (f) The Employee agrees that upon the earlier of the request of Employer or termination of his Employee’s employment hereunder he with Employer for any reason, Employee will immediately surrender and turn over to the Company Employer all books, records, forms, specifications, formulae, data, processes, papers and writings related to the Business business of the Company Employer and all other property belonging to the CompanyEmployer, together with all copies of the foregoing, it being understood and agreed that the same are the sole property of the CompanyEmployer and that such Employer property shall be returned to Employer without such property or any files or data thereon being deleted, altered or damaged. (gf) The Employee agrees that all ideas, concepts, processes, discoveries, devices, machines, tools, materials, designs, improvements, inventions inventions, and other things of value relating to the Business of the Company (hereinafter collectively referred to as "intangible rights"collectively, “Intangible Rights”), whether patentable or not, which are conceived, made, invented invented, or suggested either by him Employee alone or in collaboration with others during the term Term of his employmentEmployee’s employment which pertain to the Business, and whether or not during regular working hours, shall be promptly disclosed in writing to the Company Employer and shall be the sole and exclusive property of the CompanyEmployer. The Employee hereby assigns all of his Employee’s right, title title, and interest in and to all such intangible rights Intangible Rights to the CompanyEmployer, and its which Employer may then assign to Employer’s successors or assignsassignees. In the event that any of such intangible rights shall be said Intangible Rights are deemed by the Company Employer to be patentable or otherwise registerable under any federal, state state, or foreign law, the Employee further agrees that, at the expense of the CompanyEmployer, he Employee will execute all documents and do all things reasonably necessary, advisable advisable, or proper to obtain patents therefor or registration thereof, and to vest in the Company Employer full title thereto. The Parties recognize that this Agreement does not require assignment of any materials (i) developed entirely on Employee’s own time; and (ii) developed without equipment, supplies, facility, trade secrets, or proprietary information of Employer or any of the Affiliates, unless such Materials either: (a) relate at the time of conception or reduction to practice of the invention to any portion of the Business, or actual or demonstrably anticipated research of development of Employer or any of the Affiliates; or (b) result from any work performed by Employee for Employer or any of the Affiliates. All inventions and works of authorship, if any, patented or unpatented, registered or unregistered, that Employee made prior to the Effective Date that are not owned by Employer are listed on an attachment hereto (hereafter referred to as the “Prior Materials”). If no such list is attached, Employee represents that Employee does not own or possess any Prior Materials. Employee shall not use any Prior Materials in any manner in connection with the Business. If Employee incorporates Prior Materials owned by Employee, or in which Employee has an interest, into any work or services for the Employer or any of the Affiliates, the Employer and the Affiliates are hereby granted and shall have a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, worldwide, sublicensable (directly or indirectly) license to make, have made, modify, use, sell, have sold, copy, distribute, create derivative works, display, perform, and transmit such Prior Materials. (g) Employee shall not, by reason of this Agreement, have any vested interest in, or right, title or claim to, any land, buildings, equipment, machinery, processes, systems, products, contracts, goods, wares, merchandise, business assets, or other things of value belonging to or which may hereafter be acquired, owned or leased from Employee by the Employer, without the prior written consent of Employer. (h) Employee acknowledges that the nature of Employee’s position with the Employer may mandate that Employee perform such duties and render such services as are required of Employee hereunder. (i) Employee agrees that Employee will not disparage Employer or any of its officers, directors, or employees.