Common use of Employee Inventions Clause in Contracts

Employee Inventions. Each Employee Invention will belong exclusively to the Employer. The Employee acknowledges that all of the Employee’s writing, works of authorship, creations, designs, layouts and methods related to the fabrication, manufacture, processing and production of the Company’s products, sales and marketing plans and strategies, and other Employee Inventions are works made for hire and the property of the Employer, including any copyrights, patents, or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Employee hereby assigns to the Employer all of the Employee’s right, title, and interest, including all rights of copyright, patent, and other intellectual property rights, to or in such Employee Inventions. The Employee covenants that he will promptly: (i) disclose to the Employer in writing any Employee Invention; (ii) assign to the Employer or to a party designated by the Employer, at the Employer’s request and without additional compensation, all of the Employee’s right to the Employee Invention for the United States and all foreign jurisdictions; (iii) execute and deliver to the Employer such applications, assignments, and other documents as the Employer may request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions; (iv) sign all other papers necessary to carry out the above obligations; and (v) give testimony and render any other assistance at Employer’s expense, in support of the Employer’s rights to any Employee Invention.

Employee Inventions. Each Employee Invention will belong exclusively to the EmployerCompany. The Employee acknowledges that all of the Employee’s writing, works of authorship, creations, designs, layouts and methods related to the fabrication, manufacture, processing and production of the Company’s products, sales and marketing plans and strategies, and other Employee Inventions are works made for hire and are the property of the EmployerCompany, including any copyrights, patents, or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Employee hereby assigns to the Employer Company all of the Employee’s 's right, title, and interest, including all rights of copyright, patent, and other intellectual property rights, to or in such Employee Inventions. The Employee covenants that he will promptly: (i) disclose to the Employer Company in writing any Employee Invention; (ii) assign to the Employer Company or to a party designated by the EmployerCompany, at the Employer’s Company's request and without additional compensation, all of the Employee’s 's right to the Employee Invention for the United States and all foreign jurisdictions; (iii) execute and deliver to the Employer Company such applications, assignments, and other documents as the Employer Company may request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions; (iv) sign all other papers necessary to carry out the above obligations; and (v) give testimony and render any other assistance at Employer’s expense, in support of the Employer’s Company's rights to any Employee Invention. Notwithstanding anything to the contrary herein, provisions otherwise requiring the Employee to assign to the Company any invention conceived by the Employee shall not apply to an invention for which no equipment, supplies, facilities or trade secret information of the Company was used and which was developed entirely on the Employee's own time, unless the invention relates to the business of the Company or to the Company's actual or demonstrably anticipated research or development, or the invention results from any work performed by the Employee for the Company.

Employee Inventions. (a) Each Employee Invention will belong exclusively to the Employer. D&E. The Employee Executive acknowledges that all of the EmployeeExecutive’s writing, works of authorship, creations, designs, layouts and methods related to the fabrication, manufacture, processing and production of the Company’s products, sales and marketing plans and strategies, authorship and other Employee Inventions are works made for hire and the property of the EmployerD&E, including any copyrights, patents, patents or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Employee Executive hereby assigns to the Employer D&E all of the EmployeeExecutive’s right, title, and interest, including all rights of copyright, patent, patent and other intellectual property rights, to or in such Employee Inventions. The Employee Executive covenants that he will promptly: (i) disclose to the Employer D&E in writing any Employee Invention; (ii) assign to the Employer D&E or to a party designated by the EmployerD&E, at the EmployerD&E’s request and without additional compensation, all of the EmployeeExecutive’s right to the Employee Invention for the United States and all foreign jurisdictions; (iii) execute and deliver to the Employer D&E such applications, assignments, and other documents as the Employer D&E may request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions; (iv) sign all other papers necessary to carry out the above obligations; and (v) give testimony and render any other assistance at Employer’s expenseassistance, but without expense to the Executive, in support of the EmployerD&E’s rights to any Employee Invention. (b) For purposes of the foregoing, “Employee Invention” shall mean any idea, invention, technique, modification, process, or improvement (whether patentable or not), any industrial design (whether registerable or not) and any work of authorship related to the business of D&E (whether or not copyright protection may be obtained for it) created, conceived, or developed by the Executive, either solely or in conjunction with others, during the Term, or a period that includes a portion of the Term, that relates in any way to, or is useful in any manner in, the business then being conducted or proposed to be conducted by D&E, and any such item created by the Executive, either solely or in conjunction with others, following termination of the Executive’s employment with the Employer, that is based upon or uses Confidential Information.

Employee Inventions. Each (a) Employee Invention will agrees that any inventions, original works of authorship or other work product in whole or in part conceived or made by Employee which are made through the use of any of the Confidential Information or any of the Company’s equipment, facilities, supplies, trade secrets or time or which relate to the Company’s business or the Company’s actual or demonstrably anticipated research and development, or which result from any work performed by Employee for the Company, along with any rights in or to any of the foregoing under copyright, patent, trade secret, trademark, or other law, shall belong exclusively to the Employer. The Employee acknowledges that all Company and shall be deemed part of the Employee’s writingConfidential Information for purposes of this Agreement whether or not fixed in a tangible medium of expression. Without limiting the foregoing, works of authorship, creations, designs, layouts and methods related to the fabrication, manufacture, processing and production of the Company’s products, sales and marketing plans and strategies, and other Employee Inventions are works made for hire and the property of the Employer, including any copyrights, patents, or other intellectual property rights pertaining thereto. If it is determined agrees that any such original works are not of authorship shall be deemed to be “works made for hire” and that the Company shall be deemed the author thereof under the U. S. Copyright Act (Title 17 of the U. S. Code), provided that in the event and to the extent such works are determined not to constitute “works made for hire” as a matter of law or that there are any rights that do not accrue to the Company as a work made for hire, Employee hereby irrevocably assigns and transfers to the Employer Company all of the Employee’s right, title, title and interestinterest in and to such works, including all rights of copyright, patent, but not limited to copyrights and other intellectual property rights. This Agreement shall be construed in accordance with the provisions of Section 2870 of die California Labor Code (a copy of which is attached as Exhibit A hereto) relating to inventions made by Employee, and accordingly this Agreement is not intended and shall not be interpreted to assign to or vest in the Company any of Employee’s rights in any inventions other than those described in the first sentence of this Section 7(a). (b) At all times during Employee’s employment by the Company, Employee will maintain a complete and detailed current written record of all ideas, concepts, improvements, discoveries or inventions, of any nature (“Inventions”), whether patentable or not, created or made in whole or part by Employee, either solely or jointly with others, and Employee will promptly disclose any such Inventions to the Company, in writing. Employee Inventions. The further agrees that all such written records shall be and remain the sole and exclusive property of the Company, and Employee covenants that he will promptly:shall make such written records available to the Company at any time upon request, for review, inspection or copying by the Company, and shall deliver all copies of such records to the Company upon termination of Employee’s employment, for any reason. (c) With respect to Inventions made or conceived of in whole or part by Employee, either solely or jointly with others, whether during Employee’s employment by the Company or after termination of such employment if developed using, applying or adapting, in any way, the Company’s equipment, supplies, facilities, Confidential Information or trade secret information, or during Employee’s working hours, or such Invention relates to the Company’s business, or actual or demonstrably anticipated research or development, or results from any work done in whole or part by Employee, either solely or jointly with others, for the Company, or is based on or related to programs, processes, Inventions or information learned by Employee during such employment (i) disclose to Employee shall inform the Employer Company promptly and fully of such Inventions by a written report, setting forth in writing any Employee Invention;detail the procedures employed and the results achieved. (ii) assign Employee hereby expressly transfers and assigns to the Employer or to a party designated by the Employer, at the Employer’s request and without additional compensation, Company all of the Employee’s right right, title and interest in and to the Employee Invention such Inventions; and to applications for the United States U.S. and/or foreign letters patent and/or copyrights as well as any and all continuations, continuations-in-part, and divisions thereof and to U.S. and/or foreign jurisdictions;letters patent and/or copyrights issued thereon, as well as any and all reissues, extensions, improvements, or further developments thereof. (iii) execute Employee shall apply, or assist the Company in applying, at the Company’s request and deliver to expense, for U.S. and/or foreign letters patent and/or copyrights in the Employer such applications, assignments, and other documents Company’s name or otherwise as the Employer may request in order Company shall desire. The decision to apply for and obtain patents letters patent and/or copyrights shall reside solely with the Company; however, the decision not to obtain or other registrations with respect to time thereafter, shall not be construed as a waiver of any Employee Invention in the United States and any foreign jurisdictions;rights hereunder. (iv) sign all the Company shall also have the royalty-free right to use in its business, to license other papers necessary to carry out use, and to make use and sell products, processes and/or services derived from any Inventions, discoveries, designs, improvements, concepts, ideas, whether patentable or not, including but not limited to process, methods, formulas, techniques or know-how related thereto, which are not within the above obligations; and (v) give testimony and render any other assistance at Employer’s expensescope of Inventions as defined herein, but which are conceived or made in support whole or part by Employee, either solely or jointly with others, during regular working hours or with the use of the EmployerCompany’s rights to any Employee Inventionequipment, supplies, facilities, Confidential Information, trade secret information materials or personnel.

Employee Inventions. Each Employee Invention will belong exclusively to the Employer. The Employee Executive acknowledges that all of the Employee’s Executive's writing, works of authorship, creations, designs, layouts and methods related to the fabrication, manufacture, processing and production of the Company’s products, sales and marketing plans and strategies, and other Employee Inventions are works made for hire and the property of the Employer, including any copyrights, patents, semiconductor mask protection, or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Employee Executive hereby assigns to the Employer all of the Employee’s Executive's right, title, and interest, including all rights of copyright, patent, semiconductor mask protection, and other intellectual property rights, to or in such Employee Inventions. The Employee Executive covenants that he will promptly: (i1) disclose to the Employer in writing any Employee Invention; (ii2) assign to the Employer or to a party designated by the Employer, at the Employer’s 's request and without additional compensation, all of the Employee’s Executive's right to the Employee Invention for the United States and all foreign jurisdictions; (iii3) execute and deliver to the Employer such applications, assignments, and other documents as the Employer may request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions; (iv4) sign all other papers necessary to carry out the above obligations; and (v5) give testimony and render any other assistance at Employer’s expense, (but without expense to the Executive) in support of the Employer’s 's rights to any Employee Invention. This Agreement shall not apply to any invention which qualifies fully under the provisions of Section 2870 of the California Labor Code, which includes inventions developed entirely on Executive's own time without using the Employer's equipment, supplies, facilities or trade secret information, except for those ideas and inventions that either; (i) relate, at the time of conception or reduction to practice of the invention, to the Employer's business, or actual or demonstrably anticipated research or development of the Employer, or (ii) result from any work performed by the Executive for the Employer.

Employee Inventions. Each During the Employment Period every Employee Invention will belong exclusively to the Employer, subject only to the exception set forth below. The Employee Executive acknowledges that all of the Employee’s writingExecutive's written work product, works of authorship, creations, designs, layouts and methods related to the fabrication, manufacture, processing and production of the Company’s products, sales and marketing plans and strategies, and other Employee Inventions are works made for hire and the property of the Employer, including any copyrights, patents, semiconductor mask protection, or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Employee Executive hereby assigns to the Employer all of the Employee’s Executive's right, title, and interest, including all rights of copyright, patent, semiconductor mask protection, and other intellectual property rights, to or in such Employee Inventions. The Employee Executive covenants that he will promptly: (i1) disclose to the Employer in writing any Employee Invention; (ii2) assign to the Employer or to a party designated by the Employer, at the Employer’s 's request and without additional compensation, all of the Employee’s right Executive's rights to the Employee Invention for the United States and all foreign jurisdictions; (iii3) execute and deliver to the Employer such applications, assignments, and other documents as the Employer may request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions; (iv4) sign all other papers necessary to carry out the above obligations; and (v5) give testimony and render any other assistance at Employer’s expense, (but without expense to the Executive) in support of the Employer’s 's rights to any Employee Invention. This Agreement shall not apply to any invention which qualifies fully under the provisions of Section 2870 of the California Labor Code, which includes inventions developed entirely on Executive's own time without using the Employer's equipment, supplies, facilities or trade secret information, except for those ideas and inventions that either; (i) relate, at the time of conception or reduction to practice of the invention, to the Employer's business, or actual or demonstrably anticipated research or development of the Employer, or (ii) result from any work performed by the Executive for the Employer.

Employee Inventions. Each Employee Invention (as defined below) will belong exclusively to the EmployerCompany. The Employee acknowledges that all of the Employee’s 's writing, works of authorship, creations, designs, layouts and methods related to the fabrication, manufacture, processing and production of the Company’s products, sales and marketing plans and strategiesspecially commissioned works, and other Employee Inventions are works made for hire and the property of the EmployerCompany, including any copyrights, patents, or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Employee hereby assigns to the Employer Company all of the Employee’s 's right, title, and interest, including all rights of copyright, patent, and other intellectual property rights, to or in such Employee Inventions. The Employee covenants that he will promptly: (ia) disclose to the Employer Company in writing any Employee Invention; (iib) assign to the Employer Company or to a party designated by the EmployerCompany, at the Employer’s Company's request and without additional compensation, all of the Employee’s 's right to the Employee Invention for the United States and all foreign jurisdictions; (iiic) execute and deliver to the Employer Company such applications, assignments, and other documents as the Employer Company may request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions; (ivd) sign all other papers necessary to carry out the above obligations; and (ve) give testimony and render any other assistance at Employer’s expense, but without expense to the Employee in support of the Employer’s Company's rights to any Employee Invention.

Employee Inventions. Each The obligations of Employee Invention will belong exclusively set forth in this Section 3 (Ownership of Company Inventions) do not apply to the Employer. The Employee acknowledges that all of the Employee’s writing, works of authorship, creations, designs, layouts and methods related to the fabrication, manufacture, processing and production of the Company’s products, sales and marketing plans and strategies, and other any Employee Inventions are works made for hire and Employee has no obligation to disclose or assign any Employee Inventions to Company. Company expressly acknowledges and agrees that Employee is and shall be the property sole and exclusive owner of the Employerall Employee Inventions, including all patent rights, know-how, trade secrets, confidential information and any copyrights, patents, or other intellectual property rights pertaining theretoarising therefrom or related thereto in each case recognized in the United States, any foreign jurisdiction or under any international treaty regimen. If it is determined To the extent, if any, that the Company retains any right, title or interest in and to any Employee Inventions, Company: (i) unconditionally and irrevocably waives the enforcement of such works are not works made for hirerights, the and all claims and causes of action of any kind against Employee hereby assigns with respect to the Employer all of such rights; (ii) agrees, at the Employee’s rightrequest and expense, titleto consent to and join in any action to enforce Employee’s rights; and (iii) hereby grants to Employee a perpetual, irrevocable, fully paid-up, royalty-free, transferable, sublicensable (through multiple levels of sublicensees), exclusive (even as to Company), worldwide right and interest, including all rights of copyright, patent, and other license under such intellectual property rightsrights to use, reproduce, distribute, display and perform (whether publicly or otherwise), prepare derivative works of and otherwise modify, make, sell, offer to sell, import and otherwise use and exploit (and have others exercise such rights on behalf of Employee) all or in any portion of such Employee Inventions. The licenses granted herein shall commence on creation of each applicable Employee covenants that he will promptly: (i) disclose Invention and shall continue in perpetuity and without regard to the Employer term of this Agreement or Employee’s employment with the Company. The Company hereby waives and quitclaims to Employee any and all claims, of any nature whatsoever, which Company now or may hereafter have for infringement of any rights in writing any the Employee Invention; (ii) assign Inventions assigned to Employee hereunder. Without limiting the Employer or to a party designated by the Employer, at the Employer’s request and without additional compensation, all generality of the Employee’s right foregoing, a written notification to the Employee of Labor Code § 2870 is attached hereto as Exhibit A. In the event of any dispute whether a Creative Work is a Company Invention for the United States and all foreign jurisdictions; (iii) execute and deliver to the Employer such applications, assignments, and other documents as the Employer may request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions; (iv) sign all other papers necessary to carry out the above obligations; and (v) give testimony and render any other assistance at Employer’s expense, in support of the Employer’s rights to any an Employee Invention, the Company shall have the burden of proof to establish that the Creative Work is a Company Invention.

Employee Inventions. Each The Employee Invention will belong exclusively shall promptly disclose in writing to the EmployerCompany as set forth below complete information concerning each and every work of Intellectual Property made, developed, perfected, devised, conceived, produced, created or first reduced to practice by the Employee individually or jointly with others, during the Term during working hours with the Company or using the Company’s property, facilities or resources or which relate either directly or indirectly to the services or products of the Company developed or being developed by the Company which are known to the Employee (“Employee Inventions”). The Employee acknowledges and agrees that any and all of the Employee’s writing, works of authorship, creations, designs, layouts and methods related to the fabrication, manufacture, processing and production of the Company’s products, sales and marketing plans and strategies, and other said Employee Inventions are works made for hire and the property of the Employer, including any copyrights, patents, or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Employee Company and hereby assigns and agrees to assign to the Employer Company any and all of the Employee’s his right, title, title and interest, including interest in and to any and all rights of copyright, patent, and other intellectual property rights, to or in such Employee Inventions. The Employee covenants that he will promptly: (i) disclose to the Employer in writing shall execute any Employee Invention; (ii) assign to the Employer or to a party designated documents requested by the Employer, Company (which shall be prepared at the EmployerCompany’s request expense), including but not limited to patent and without additional compensationcopyright applications and registrations, all of the Employee’s right to the Employee Invention for the United States and shall perform any and all foreign jurisdictions; (iii) execute and deliver to further acts deemed necessary or desirable by the Employer such applications, assignments, and other documents as the Employer may request Company in order to confirm, exploit, or enforce the rights herein granted and assigned by the Employee to the Company. The provisions of this Article VIII shall not apply for and obtain patents or other registrations with respect to any Employee Invention meeting each of the following conditions: (i) such Employee Invention was developed entirely on the Employee’s own time, (ii) such Employee Invention was made without the use of any Company equipment, supplies, facility or confidential information, (iii) such Employee Invention does not relate to any service or product of the Company in place or planned or to any research or development efforts of the United States Company during the Term which are known or should be known to the Employee, and any foreign jurisdictions; (iv) sign such Employee Invention does not result from any work or service performed by the Employee on behalf of or for the Company. The Employee shall promptly disclose all other papers necessary Employee Inventions to carry out the above obligations; and (v) give testimony Board of Directors and render any other assistance at Employer’s expense, in support perform all actions reasonably requested by the Board of Directors to establish and confirm ownership thereof by the Employer’s rights to any Employee InventionCompany.

Employee Inventions. Each Employee Invention will belong exclusively to the Employer. The Employee Executive acknowledges that all of the EmployeeExecutive’s writing, works of authorship, creations, designs, layouts and methods related to the fabrication, manufacture, processing and production of the Company’s products, sales and marketing plans and strategies, and other Employee Inventions are works made for hire and the property of the Employer, including any copyrights, patents, or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Employee Executive hereby assigns to the Employer without royalty or any other further consideration all of the EmployeeExecutive’s right, title, and interest, including all rights of copyright, patent, and other intellectual property rights, to or in such Employee Inventions. The Employee Executive covenants that he will promptly: (i) disclose to the Employer in writing any Employee Invention. The disclosure required by this Section applies (1) during the period of Executive’s employment with the Employer; (2) with respect to all Employee Inventions whether or not they are conceived, made, developed or worked on by Executive during Executive’s regular hours of employment with the Employer; (3) whether or not the Employee Invention was made at the suggestion of the Employer; and (4) whether or not the Employee Invention was reduced to drawings, written description, documentation, models or other tangible form; (ii) make and maintain adequate and current written records of all Employee Inventions; (iii) assign to the Employer or to a party designated by the Employer, at the Employer’s request and without additional compensation, all of the EmployeeExecutive’s right rights to the Employee Invention for the United States and all foreign jurisdictions; (iiiiv) assist the Employer in obtaining, maintaining and enforcing patents, invention assignments and copyright assignments, and other proprietary rights in connection with any Employee Invention; (v) execute and deliver to the Employer such applications, assignments, and other documents as the Employer may request in order to perfect in the Employer the rights, title and other interests in my work product granted to the Employer under this Agreement or to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions; (ivvi) sign all other papers necessary to carry out the above obligations; and (vvii) give testimony and render any other assistance at Employer’s expense, in support of the Employer’s rights to any Employee Invention. Executive further agrees that his obligations under this Section 7.2(b) shall continue beyond the termination of his employment with the Employer. If the Employer is unable for any reason, after reasonable effort, to secure Executive’s signature on any document needed in connection with the actions specified above, Executive hereby irrevocably designates and appoints the Employer and its duly authorized officers and agents as his agent and attorney in fact, which appointment is coupled with an interest, to act for and in Executive’s behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section 7.2(b) with the same legal force and effect as if executed by Executive. As a matter of record, Executive attaches as Attachment B of this Agreement a brief description of all inventions made or conceived by Executive prior to his employment with the Employer which Executive desires to be excluded from the assignment provisions of this Agreement (“Background Technology”).

Employee Inventions. Each Employee Invention will belong exclusively to the Employer. The Employee Executive acknowledges that all of the EmployeeExecutive’s writing, works of authorship, creations, designs, layouts and methods related to the fabrication, manufacture, processing and production of the Company’s products, sales and marketing plans and strategies, and other Employee Inventions are works made for hire and the property of the Employer, including any copyrights, patents, or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Employee Executive hereby assigns to the Employer without royalty or any other further consideration all of the EmployeeExecutive’s right, title, and interest, including all rights of copyright, patent, and other intellectual property rights, to or in such Employee Inventions. The Employee Executive covenants that he will promptly: (i) i. disclose to the Employer in writing any Employee Invention. The disclosure required by this Section applies (1) during the period of Executive’s employment with the Employer; (2) with respect to all Employee Inventions whether or not they are conceived, made, developed or worked on by Executive during Executive’s regular hours of employment with the Employer; (3) whether or not the Employee Invention was made at the suggestion of the Employer; and (4) whether or not the Employee Invention was reduced to drawings, written description, documentation, models or other tangible form; (ii) . make and maintain adequate and current written records of all Employee Inventions; iii. assign to the Employer or to a party designated by the Employer, at the Employer’s request and without additional compensation, all of the EmployeeExecutive’s right to the Employee Invention for the United States and all foreign jurisdictions; (iii) iv. assist the Employer in obtaining, maintaining and enforcing patents, invention assignments and copyright assignments, and other proprietary rights in connection with any Employee Invention; v. execute and deliver to the Employer such applications, assignments, and other documents as the Employer may request in order to perfect in the Employer the rights, title and other interests in my work product granted to the Employer under this Agreement or to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions; (iv) vi. sign all other papers necessary to carry out the above obligations; and (v) vii. give testimony and render any other assistance at Employer’s expense, in support of the Employer’s rights to any Employee Invention. Executive further agrees that his obligations under this Section 7.2(b) shall continue beyond the termination of his employment with the Employer. If the Employer is unable for any reason, after reasonable effort, to secure Executive’s signature on any document needed in connection with the actions specified above, Executive hereby irrevocably designates and appoints the Employer and its duly authorized officers and agents as his agent and attorney in fact, which appointment is coupled with an interest, to act for and in Executive’s behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section 7.2(b) with the same legal force and effect as if executed by Executive. As a matter of record, Executive attaches as Attachment B of this Agreement a brief description of all inventions made or conceived by Executive prior to his employment with the Employer which Executive desires to be excluded from the assignment provisions of this Agreement (“Background Technology”).

Employee Inventions. Each Employee Invention will (a) The Executive agrees that any inventions, ideas, original works of authorship or other work product (“Inventions”) in whole or in part conceived or made by the Executive which are made through the use of any of the Proprietary Information or any of the Company’s equipment, facilities, supplies, trade secrets or time, or which relate to the Company’s business or the Company’s actual or demonstrably anticipated research and development, or which result from any work performed by the Executive for the Company, along with any rights in or to any of the foregoing under copyright, patent, trade secret, trademark, or other law, shall belong exclusively to the Employer. The Employee acknowledges that all Company and shall be deemed part of the Employee’s writingProprietary Information for purposes of this Agreement whether or not fixed in a tangible medium of expression. Without limiting the foregoing, the Executive agrees that any such original works of authorship, creations, designs, layouts and methods related authorship shall be deemed to the fabrication, manufacture, processing and production of the Company’s products, sales and marketing plans and strategies, and other Employee Inventions are be “works made for hire hire” and that the property Company shall be deemed the author thereof under the U. S. Copyright Act (Title 17 of the EmployerU. S. Code), including any copyrights, patents, or other intellectual property rights pertaining thereto. If it is determined provided that any in the event and to the extent such works are determined not to constitute “works made for hire” as a matter of law or that there are any rights that do not accrue to the Company as a work made for hire, the Employee Executive hereby assigns irrevocably assign and transfer to the Employer Company all of the Employee’s right, title, title and interestinterest in and to such works, including all rights of copyright, patent, but not limited to copyrights and other intellectual property rights. (b) With respect to Inventions made or conceived of in whole or part by the Executive, either solely or jointly with others, whether during the Executive’s employment by the Company or after termination of such employment if developed using, applying or adapting, in any way, the Company’s equipment, supplies, facilities, Proprietary Information or trade secret information, or during the Executive’s working hours, or such Invention relates to the Company’s business, or actual or demonstrably anticipated research or development, or results from any work done in whole or part by the Executive, either solely or jointly with others, for the Company, or is based on or related to programs, processes, Inventions or information learned by the Executive during such Employee Inventions. The Employee covenants that he will promptlyemployment: (i) disclose The Executive hereby expressly transfers and assigns to the Employer Company all of the Executive’s right, title and interest in writing and to such Inventions; and to applications for U.S. and/or foreign letters patent and/or copyrights as well as any Employee Inventionand all continuations, continuations-in-part, and divisions thereof, and to U.S. and/or foreign letters patent and/or copyrights issued thereon, as well as any and all reissues, extensions, improvements, or further developments thereof; (ii) assign to The Executive shall apply, or assist the Employer or to a party designated by the EmployerCompany in applying, at the EmployerCompany’s request and without additional compensationexpense, all for U.S. and/or foreign letters patent and/or copyrights in the Company’s name, or otherwise as the Company shall desire. The decision to obtain letters patent and/or copyrights shall reside solely with the Company; however, the decision not to obtain or apply for letters patent and/or copyrights at the time of the Employee’s right to the Employee Invention for the United States and all foreign jurisdictions;disclosure or at any time thereafter, shall not be construed as a waiver of any rights hereunder; and (iii) execute and deliver the Company shall also have the perpetual, royalty-free right to the Employer such applicationsuse in its business, assignmentsto license others to use, and other documents to make, use and sell products, processes and/or services derived from any Inventions, discoveries, designs, improvements, concepts, ideas, whether patentable or not, including but not limited to process, methods, formulas, techniques or know-how related thereto, which are not within the scope of Inventions as defined herein, but which are conceived or made in whole or part by the Employer may request in order to apply for and obtain patents Executive, either solely or other registrations jointly with respect to any Employee Invention in others, during regular working hours or with the United States and any foreign jurisdictions; (iv) sign all other papers necessary to carry out the above obligations; and (v) give testimony and render any other assistance at Employer’s expense, in support use of the EmployerCompany’s rights to any Employee Inventionequipment, supplies, facilities, Proprietary Information, trade secret information materials or personnel.

Employee Inventions. Each Employee Invention will belong exclusively to the EmployerCompany (or, as applicable, its Affiliates). The Employee Executive acknowledges that all of the Employee’s Executive's writing, works of authorship, creations, designs, layouts and methods related to the fabrication, manufacture, processing and production of the Company’s products, sales and marketing plans and strategies, and other Employee Inventions are works made for hire and the property of the EmployerCompany (or, as applicable, its Affiliates), including any copyrights, patents, or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Employee Executive hereby assigns to the Employer Company (or, as applicable, its Affiliates) all of the Employee’s Executive's right, title, and interest, including all rights of copyright, patent, and other intellectual property rights, to or in such Employee Inventions. The Employee Executive covenants that he will promptly: (i) disclose to the Employer Company (or, as applicable, its Affiliates) in writing any Employee Invention; (ii) assign to the Employer Company or to a party designated by the EmployerCompany (or, as applicable, its Affiliates), at the Employer’s request of the Company (or, as applicable, its Affiliates) and without additional compensation, all of the Employee’s Executive's right to the Employee Invention for the United States and all foreign jurisdictions; (iii) execute and deliver to the Employer Company (or, as applicable, its Affiliates) such applications, assignments, and other documents as the Employer Company (or, as applicable, its Affiliates) may request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions; (iv) sign all other papers necessary to carry out the above obligations; and (v) give testimony and render any other assistance at Employer’s expense, but without expense to the Executive in support of the Employer’s rights of the Company (or, as applicable, its Affiliates) to any Employee Invention.

Employee Inventions. Each During the Employment Period every Employee Invention will belong exclusively to the Employer, subject only to the exception set forth below. The Employee Executive acknowledges that all of the EmployeeExecutive’s writingwritten work product, works of authorship, creations, designs, layouts and methods related to the fabrication, manufacture, processing and production of the Company’s products, sales and marketing plans and strategies, and other Employee Inventions are works made for hire and the property of the Employer, including any copyrights, patents, semiconductor mask protection, or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Employee Executive hereby assigns to the Employer all of the EmployeeExecutive’s right, title, and interest, including all rights of copyright, patent, semiconductor mask protection, and other intellectual property rights, to or in such Employee Inventions. The Employee Executive covenants that he will promptly: (i1) disclose to the Employer in writing any Employee Invention; (ii2) assign to the Employer or to a party designated by the Employer, at the Employer’s request and without additional compensation, all of the EmployeeExecutive’s right rights to the Employee Invention for the United States and all foreign jurisdictions; (iii3) execute and deliver to the Employer such applications, assignments, and other documents as the Employer may request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions; (iv4) sign all other papers necessary to carry out the above obligations; and (v5) give testimony and render any other assistance at Employer’s expense, (but without expense to the Executive) in support of the Employer’s rights to any Employee Invention. This Agreement shall not apply to any invention which qualifies fully under the provisions of Section 2870 of the California Labor Code, which includes inventions developed entirely on Executive’s own time without using the Employer’s equipment, supplies, facilities or trade secret information, except for those ideas and inventions that either; (i) relate, at the time of conception or reduction to practice of the invention, to the Employer’s business, or actual or demonstrably anticipated research or development of the Employer, or (ii) result from any work performed by the Executive for the Employer.

Employee Inventions. Each Employee Invention will belong exclusively to the Employer. The Employee acknowledges that all of the Employee’s 's writing, works of authorship, creations, designs, layouts and methods related to the fabrication, manufacture, processing and production of the Company’s 's products, sales and marketing plans and strategies, and other Employee Inventions are works made for hire and the property of the Employer, including any copyrights, patents, or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Employee hereby assigns to the Employer all of the Employee’s 's right, title, and interest, including all rights of copyright, patent, and other intellectual property rights, to or in such Employee Inventions. The Employee covenants that he will promptly: (i) disclose to the Employer in writing any Employee Invention; (ii) assign to the Employer or to a party designated by the Employer, at the Employer’s 's request and without additional compensation, all of the Employee’s 's right to the Employee Invention for the United States and all foreign jurisdictions; (iii) execute and deliver to the Employer such applications, assignments, and other documents as the Employer may request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions; (iv) sign all other papers necessary to carry out the above obligations; and (v) give testimony and render any other assistance at Employer’s 's expense, in support of the Employer’s 's rights to any Employee Invention.

Employee Inventions. For purposes of this Agreement, "Employee ------------------- -------- Inventions" shall be defined to include any discoveries, improvements, ---------- developments, tools, machines, apparatus, appliances, concepts, designs, computer software programs, promotional ideas, production processes or techniques, practices, formula methods and new products, useful in or related to the business in which Employer is engaged, whether patentable, copyrightable or otherwise, that are made, discovered, developed or secured by the Employee while employed by Employer and that pertain to the subject matter of Employee's employment with Employer. Each such Employee Invention will shall belong exclusively to the Employer. The Employee acknowledges that all of the Employee’s writing, works of authorship, creations, designs, layouts and methods related to the fabrication, manufacture, processing and production of the Company’s products, sales and marketing plans and strategies, and other 's Employee Inventions are works made for hire and the property of the Employer, Employer including any copyrights, patents, patents or other intellectual property rights pertaining thereto. If Unless it is determined by a court of competent jurisdiction that any such works are Employee Inventions were not works made for hirewithin the scope of the Employment], the Employee hereby assigns to the Employer all of the Employee’s 's right, title, and interest, including all rights of copyright, patent, trademark and other intellectual property rights, to or in such Employee Inventions. The Employee covenants that he will promptly: (i) 3.1 disclose to the Employer in writing any Employee Invention; (ii) 3.2 assign to the Employer or to a party designated by the Employer, at the Employer’s 's request and without additional compensation, all of the Employee’s 's right to the Employee Invention for the United States and all foreign jurisdictions; (iii) 3.3 execute and deliver to the Employer such applications, assignments, and other documents as the Employer may request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions; (iv) 3.4 sign all other papers necessary to carry out the above obligations; and (v) 3.5 give testimony and render any other assistance at Employer’s expense, in support of the Employer’s 's rights to any Employee Invention.

Employee Inventions. (a) Each Employee Invention will (as defined below) shall belong exclusively to the EmployerCompany. The Employee Executive acknowledges that all of the Employee’s Executive's writing, works of authorship, creations, designs, layouts and methods related to the fabrication, manufacture, processing and production of the Company’s products, sales and marketing plans and strategies, authorship and other Employee Inventions are works made for hire and the property of the EmployerCompany, including any copyrights, patents, patents or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Employee Executive hereby assigns to the Employer Company all of the Employee’s Executive's right, title, and interest, including all rights of copyright, patent, patent and other intellectual property rights, to or in such Employee Inventions. The Employee Executive covenants that he will promptly: (i) disclose to the Employer Company in writing any Employee Invention; (ii) assign to the Employer Company or to a party designated by the EmployerCompany, at the Employer’s Company's request and without additional compensation, all of the Employee’s Executive's right to the Employee Invention for the United States and all foreign jurisdictions; (iii) execute and deliver to the Employer Company such applications, assignments, and other documents as the Employer Company may request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions; (iv) sign all other papers necessary to carry out the above obligations; and (v) give testimony and render any other assistance at Employer’s expenseassistance, but without expense to Executive, in support of the Employer’s Company's rights to any Employee Invention. (b) For purposes of the foregoing, "Employee Invention" shall mean any idea, invention, technique, modification, process, or improvement (whether patentable or not), any industrial design (whether registerable or not) and any work of authorship related to the business of the Company (whether or not copyright protection may be obtained for it) created, conceived, or developed by Executive, either solely or in conjunction with others, prior to or during the Term, or a period that includes a portion of the Term, that relates in any way to, or is useful in any manner in, the business then being conducted or proposed to be conducted by the Company, and any such item created by Executive, either solely or in conjunction with others, following termination of Executive's employment with the Company, that is based upon or uses Confidential Information.

Employee Inventions. Each The Employee Invention will belong exclusively shall promptly disclose in writing to the EmployerCompany as set forth below complete information concerning each and every work of Intellectual Property made, developed, perfected, devised, conceived, produced, created or first reduced to practice by the Employee individually or jointly with others, during the Term during working hours with the Company or using the Company’s property, facilities or resources or which relate either directly or indirectly to the services or products of the Company developed or being developed by the Company which are known to the Employee (“Employee Inventions”). The Employee acknowledges and agrees that any and all of the Employee’s writing, works of authorship, creations, designs, layouts and methods related to the fabrication, manufacture, processing and production of the Company’s products, sales and marketing plans and strategies, and other said Employee Inventions are works made for hire and the property of the Employer, including any copyrights, patents, or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Employee Company and hereby assigns and agrees to assign to the Employer Company any and all of the Employee’s his right, title, title and interest, including interest in and to any and all rights of copyright, patent, and other intellectual property rights, to or in such Employee Inventions. The Employee covenants that he will promptly: (i) disclose to the Employer in writing shall execute any Employee Invention; (ii) assign to the Employer or to a party designated documents requested by the Employer, Company (which shall be prepared at the EmployerCompany’s request expense), including but not limited to patent and without additional compensationcopyright applications and registrations, all of the Employee’s right to the Employee Invention for the United States and shall perform any and all foreign jurisdictions; (iii) execute and deliver to further acts deemed necessary or desirable by the Employer such applications, assignments, and other documents as the Employer may request Company in order to confirm, exploit, or enforce the rights herein granted and assigned by the Employee to the Company. The provisions of this Article VIII shall not apply for and obtain patents or other registrations with respect to any Employee Invention meeting each of the following conditions: (i) such Employee Invention was developed entirely on the Employee’s own time, (ii) such Employee Invention was made without the use of any Company equipment, supplies, facility or confidential information, (iii) such Employee Invention does not relate to any service or product of the Company in place or planned or to any research or development efforts of the United States Company during the Term which are known or should be known to the Employee, and any foreign jurisdictions; (iv) sign such Employee Invention does not result from any work or service performed by the Employee on behalf of or for the Company. The Employee shall promptly disclose all other papers necessary Employee Inventions to carry out the above obligations; and (v) give testimony Managers and render any other assistance at Employer’s expense, in support of perform all actions reasonably requested by the Employer’s rights Managers to any Employee Inventionestablish and confirm ownership thereof by the Company.

Employee Inventions. Each Employee Invention will belong exclusively to During the Employer. The Employee acknowledges that all course of the Employee’s writingemployment with Company, Employee may have developed certain works and inventions intended to be owned by Company. Employee hereby irrevocably assigns and transfers to Company all right, title and interest (including all patent rights, copyrights, trade secret rights, mask work rights, sui generis database rights and all other intellectual property rights worldwide) relating to any and all inventions (whether or not patentable), works of authorship, creationsmask works, designs, layouts know-how, ideas and methods related information made or conceived or reduced to practice, in whole or in part, by Employee during the term of Employee’s employment with Company to the fabricationfullest extent allowed by California Labor Code Section 2870 (collectively “Inventions”). Employee shall assist Company, manufactureat Company’s expense, processing to record and production perfect such assignment, and to perfect, maintain and defend any rights assigned. Employee hereby irrevocably designates Company as Employee’s agent and attorney-in-fact, to act for and in Employee’s behalf to perform any lawfully permitted acts to further the purposes of the Company’s products, sales and marketing plans and strategies, and other foregoing. Employee Inventions are works made for hire and the property of the Employer, including also hereby waives all claims to any copyrights, patents, moral rights or other special rights which Employee may have or accrue in any Inventions. Further, if any Invention cannot be fully exploited without using or violating any intellectual property or proprietary rights (not assigned hereunder) in which Employee has an interest, Employee hereby grants Company a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to fully exploit all such intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, in connection with the Employee hereby assigns to the Employer all of the Employee’s right, title, and interest, including all rights of copyright, patent, and other intellectual property rights, to or in such Employee Inventions. The Employee covenants that he will promptly: (i) disclose to the Employer in writing any Employee Invention; (ii) assign to the Employer or to a party designated by the Employer, at the Employer’s request and without additional compensation, all of the Employee’s right to the Employee Invention for the United States and all foreign jurisdictions; (iii) execute and deliver to the Employer such applications, assignments, and other documents as the Employer may request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions; (iv) sign all other papers necessary to carry out the above obligations; and (v) give testimony and render any other assistance at Employer’s expense, in support of the Employer’s rights to any Employee Invention.

Employee Inventions. For purposes of this Confidentiality Agreement, “Employee Inventions” shall be defined to include any discoveries, improvements, developments, tools, machines, apparatus, appliances, concepts, designs, computer software programs, promotional ideas, production processes or techniques, practices, formula methods and new products, useful in or related to the business in which Employer is engaged, whether patentable, copyrightable or otherwise, that are made, discovered, developed or secured by the Employee while employed by Employer and that pertain to the subject matter of Employee’s employment with Employer. Each such Employee Invention will shall belong exclusively to the Employer. The Employee acknowledges that all of the Employee’s writing, works of authorship, creations, designs, layouts and methods related to the fabrication, manufacture, processing and production of the Company’s products, sales and marketing plans and strategies, and other Employee Inventions are works made for hire and the property of the Employer, Employer including any copyrights, patents, patents or other intellectual property rights pertaining thereto. If Unless it is determined by a court of competent jurisdiction that any such works are Employee Inventions were not works made for hirewithin the scope of the Employment, the Employee hereby assigns to the Employer all of the Employee’s right, title, and interest, including all rights of copyright, patent, trademark and other intellectual property rights, to or in such Employee Inventions. The Employee covenants that he will promptly: (i) 3.1. disclose to the Employer in writing any Employee Invention; (ii) 3.2. assign to the Employer or to a party designated by the Employer, at the Employer’s request and without additional compensation, all of the Employee’s right to the Employee Invention for the United States and all foreign jurisdictions; (iii) 3.3. execute and deliver to the Employer such applications, assignments, and other documents as the Employer may request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions; (iv) 3.4. sign all other papers necessary to carry out the above obligations; and (v) 3.5. give testimony and render any other assistance at Employer’s expense, in support of the Employer’s rights to any Employee Invention.

Employee Inventions. Each Employee Invention will belong ------------------- exclusively to the Employer. The Employee acknowledges that all of the Employee’s 's writing, works of authorship, creations, designs, layouts and methods related to the fabrication, manufacture, processing and production of the Company’s products, sales and marketing plans and strategiesspecially commissioned works listed in Exhibit A, and other Employee Inventions are works made for hire and the property of the Employer, including any copyrights, patents, or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Employee hereby assigns to the Employer all of the Employee’s 's right, title, and interest, including all rights of copyright, patent, and other intellectual property rights, to or in such Employee Inventions. The Employee covenants that he will promptly: (i) disclose to the Employer in writing any Employee Invention; (ii) assign to the Employer or to a party designated by the Employer, at the Employer’s 's request and without additional compensation, all of the Employee’s 's right to the Employee Invention for the United States and all foreign jurisdictions; (iii) execute and deliver to the Employer such applications, assignments, and other documents as the Employer may request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions; (iv) sign all other papers necessary to carry out the above obligations; and (v) at the expense of Employer, give testimony and render any other assistance at Employer’s expense, in support of the Employer’s 's rights to any Employee Invention.

Employee Inventions. For purposes of this Confidentiality Agreement, “Employee Inventions” shall be defined to include any discoveries, improvements, developments, tools, machines, apparatus, appliances, concepts, designs, computer software programs, promotional ideas, production processes or techniques, practices, formula methods and new products, useful in or related to the business in which Employer is engaged, whether patentable, copyrightable or otherwise, that are made, discovered, developed or secured by the Employee while employed by Employer and that pertain to the subject matter of Employee’s employment with Employer. Each such Employee Invention will shall belong exclusively to the Employer. The Employee acknowledges that all of the Employee’s writing, works of authorship, creations, designs, layouts and methods related to the fabrication, manufacture, processing and production of the Company’s products, sales and marketing plans and strategies, and other Employee Inventions are works made for hire and the property of the Employer, Employer including any copyrights, patents, patents or other intellectual property rights pertaining thereto. If Unless it is determined by a court of competent jurisdiction that any such works are Employee Inventions were not works made for hirewithin the scope of the Employment, the Employee hereby assigns to the Employer all of the Employee’s right, title, and interest, including all rights of copyright, patent, trademark and other intellectual property rights, to or in such Employee Inventions. The Employee covenants that he will promptly: (ia) disclose to the Employer in writing any Employee Invention; (iib) assign to the Employer or to a party designated by the Employer, at the Employer’s request and without additional compensation, all of the Employee’s right to the Employee Invention for the United States and all foreign jurisdictions; (iiic) execute and deliver to the Employer such applications, assignments, and other documents as the Employer may request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions; (ivd) sign all other papers necessary to carry out the above obligations; and (ve) give testimony and render any other assistance at Employer’s expense, in support of the Employer’s rights to any Employee Invention.

Employee Inventions. Each Employee Invention will belong exclusively to the Employer. The Employee acknowledges that all of the Employee’s 's writing, works of authorship, creations, designs, layouts and methods related to the fabrication, manufacture, processing and production of the Company’s 's products, sales and marketing plans and strategies, and other Employee Inventions are works made for hire and the property of the Employer, including any copyrights, patents, or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Employee hereby assigns to the Employer all of the Employee’s 's right, title, and interest, including all rights of copyright, patent, and other intellectual property rights, to or in such Employee Inventions. The Employee covenants that he will promptly: (i) disclose to the Employer in writing any Employee Invention; (ii) assign to the Employer or to a party designated by the Employer, at the Employer’s 's request and without additional compensation, all of the Employee’s 's right to the Employee Invention for the United States and all foreign jurisdictions; (iii) execute and deliver to the Employer such applications, assignments, and other documents as the Employer may request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions; (iv) sign all other papers necessary to carry out the above obligations; and (v) give testimony and render any other assistance at Employer’s 's expense, in support of the Employer’s 's rights to any Employee Invention.

Employee Inventions. Each Employee Invention (as hereinafter defined) will belong exclusively to the EmployerCompany. The Employee acknowledges and agrees that all of the Employee’s writing's writings, works of authorship, creations, designs, layouts and methods related to the fabrication, manufacture, processing and production of the Company’s products, sales and marketing plans and strategies, and other Employee Inventions are works made for hire and are the property of the EmployerCompany, including any copyrights, patents, patents or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Employee hereby assigns to the Employer Company all of the Employee’s 's right, title, and interest, including all rights of copyright, patent, and other intellectual property rights, to or in such Employee Inventions. The Employee covenants that he will promptly: : (i) disclose to the Employer Company in writing any Employee Invention; ; (ii) assign to the Employer Company or to a party designated by the EmployerCompany, at the Employer’s Company's request and without additional compensation, all of the Employee’s 's right to the Employee Invention for the United States and all foreign jurisdictions; ; (iii) execute and deliver to the Employer Company such applications, assignments, and other documents as the Employer Company may request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions; ; (iv) sign all other papers necessary to carry out the above obligations; and and (v) give testimony and render any other assistance at Employer’s expense, in support of the Employer’s Company's rights to any Employee Invention. The term Employee Invention shall include without limitation any idea, formula, product, invention, technique, modification, process, or improvement (whether patentable or not), any industrial design (whether registerable or not), any mask work, however fixed or encoded, that is suitable to be fixed, embedded or programmed in a semiconductor product (whether recordable or not), and any work of authorship (whether or not copyright protection may be obtained for it) created, conceived, or developed by the Employee, either solely or in conjunction with others, during the Term (including any renewals thereof), that relates in any way to, or is useful in any manner in, the Business or the business then being conducted or proposed to be conducted by the Company, and any such item created by the Employee, either solely or in conjunction with others, following termination of the Employee's employment with the Company, that is based upon or uses Confidential Information.

Employee Inventions. (a) Each Employee Invention will belong exclusively to the Employer. D&E. The Employee Executive acknowledges that all of the Employee’s Executive's writing, works of authorship, creations, designs, layouts and methods related to the fabrication, manufacture, processing and production of the Company’s products, sales and marketing plans and strategies, authorship and other Employee Inventions are works made for hire and the property of the EmployerD&E, including any copyrights, patents, patents or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Employee Executive hereby assigns to the Employer D&E all of the Employee’s Executive's right, title, and interest, including all rights of copyright, patent, patent and other intellectual property rights, to or in such Employee Inventions. The Employee Executive covenants that he will promptly: (i) disclose to the Employer D&E in writing any Employee Invention; (ii) assign to the Employer D&E or to a party designated by the EmployerD&E, at the Employer’s D&E's request and without additional compensation, all of the Employee’s Executive's right to the Employee Invention for the United States and all foreign jurisdictions; (iii) execute and deliver to the Employer D&E such applications, assignments, and other documents as the Employer D&E may request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions; (iv) sign all other papers necessary to carry out the above obligations; and (v) give testimony and render any other assistance at Employer’s expenseassistance, but without expense to the Executive, in support of the Employer’s D&E's rights to any Employee Invention. (b) For purposes of the foregoing, "Employee Invention" shall mean any idea, invention, technique, modification, process, or improvement (whether patentable or not), any industrial design (whether registerable or not) and any work of authorship related to the business of D&E (whether or not copyright protection may be obtained for it) created, conceived, or developed by the Executive, either solely or in conjunction with others, during the Term, or a period that includes a portion of the Term, that relates in any way to, or is useful in any manner in, the business then being conducted or proposed to be conducted by D&E, and any such item created by the Executive, either solely or in conjunction with others, following termination of the Executive's employment with the Employer, that is based upon or uses Confidential Information.

Employee Inventions. Each Employee Invention will belong exclusively to the Employer. The Employee Executive acknowledges that all of the Employee’s Executive's writing, works of authorship, creations, designs, layouts and methods related to the fabrication, manufacture, processing and production of the Company’s products, sales and marketing plans and strategiesspecially commissioned works listed in Exhibit , and other Employee Inventions are works made for hire and the property of the Employer, including any copyrights, patents, [semiconductor mask protection,] or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Employee Executive hereby assigns to the Employer all of the Employee’s Executive's right, title, and interest, including all rights of copyright, patent, [semiconductor mask protection,] and other intellectual property rights, to or in such Employee Inventions. The Employee Executive covenants that he will promptly: (i) disclose to the Employer in writing any Employee Invention; (ii) assign to the Employer or to a party designated by the Employer, at the Employer’s 's request and without additional compensation, all of the Employee’s Executive's right to the Employee Invention for the United States and all foreign jurisdictions; (iii) execute and deliver to the Employer such applications, assignments, and other documents as the Employer may request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions; (iv) sign all other papers necessary to carry out the above obligations; and (v) give testimony and render any other assistance at Employer’s expense, [but without expense to the Executive] in support of the Employer’s 's rights to any Employee Invention.

Employee Inventions. Each Employee Invention will belong exclusively to the Employer. The Employee acknowledges that all of the Employee’s 's writing, works of authorship, creations, designs, layouts and methods related to the fabrication, manufacture, processing and production of the Company’s products, sales and marketing plans and strategies, authorship and other Employee Inventions are works made for hire and the property of the Employer, including any copyrights, patents, or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Employee hereby assigns to the Employer all of the Employee’s 's right, title, and interest, including all rights of copyright, patent, and other intellectual property rights, to or in such Employee Inventions. Employee and the Company acknowledge that "The New Deal Elevator and Slips" and modifications thereto are inventions that are not owned by or works for hire of the Company. The Employee covenants that he will promptly: (i) disclose to the Employer in writing any Employee Invention; (ii) assign to the Employer or to a party designated by the Employer, at the Employer’s 's request and without additional compensation, all of the Employee’s 's right to the Employee Invention for the United States and all foreign jurisdictions; (iii) execute and deliver to the Employer such applications, assignments, and other documents as the Employer may request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions; (iv) sign all other papers necessary to carry out the above obligations; and (v) give testimony and render any other assistance at Employer’s expense, in support of the Employer’s 's rights to any Employee Invention.

Employee Inventions. Each Employee Invention will belong exclusively to the Employer. Any idea, invention, technique, modification, process or improvement developed by Executive that does not constitute an Employee Invention shall belong exclusively to the Executive. The Employee Executive acknowledges that all of the EmployeeExecutive’s writingwritings, works of authorship, creations, designs, layouts and methods related to the fabrication, manufacture, processing and production of the Company’s products, sales and marketing plans and strategies, and other Employee Inventions are works made for hire and the property of the Employer, including any copyrights, patents, or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Employee Executive hereby assigns to the Employer all of the EmployeeExecutive’s right, title, and interest, including all rights of copyright, patent, and other intellectual property rights, to or in such Employee Inventions. The Employee Executive covenants that he will promptlyas follows: (i) he will promptly disclose to the Employer in writing any Employee Invention; (ii) assign he hereby assigns to the Employer or to a party designated by the Employer, at the Employer’s request and without additional compensation, all of the EmployeeExecutive’s right rights to the Employee Invention for the United States and all foreign jurisdictions; (iii) that he will execute and deliver to the Employer such applications, assignments, and other documents as the Employer may reasonably request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions; (iv) that he will sign all other papers reasonably necessary to carry out the above obligations; and (v) that he will give testimony and render any other assistance at Employer’s expense, in support of the Employer’s rights to any Employee Invention. Notwithstanding the foregoing, Employer shall pay for all reasonable out-of- pocket expenses incurred by Executive in carrying out the foregoing duties.

Employee Inventions. Each Employee Invention will belong exclusively ------------------- to the Employer. The Employee acknowledges that all of the Employee’s 's writing, works of authorship, creations, designs, layouts and methods related to the fabrication, manufacture, processing and production of the Company’s products, sales and marketing plans and strategiesspecially commissioned works listed in Exhibit A, and other Employee Inventions are works made for hire and the property of the Employer, including any copyrights, patents, or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Employee hereby assigns to the Employer all of the Employee’s 's right, title, and interest, including all rights of copyright, patent, and other intellectual property rights, to or in such Employee Inventions. The Employee covenants that he will promptly: (i) disclose to the Employer in writing any Employee Invention; (ii) assign to the Employer or to a party designated by the Employer, at the Employer’s 's request and without additional compensation, all of the Employee’s 's right to the Employee Invention for the United States and all foreign jurisdictions; (iii) execute and deliver to the Employer such applications, assignments, and other documents as the Employer may request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions; (iv) sign all other papers necessary to carry out the above obligations; and and (v) at the expense of Employer, give testimony and render any other assistance at Employer’s expense, in support of the Employer’s 's rights to any Employee Invention.

Employee Inventions. Each Employee Invention will belong exclusively ------------------- to the Employer. The Employee acknowledges that all of the Employee’s 's writing, works of authorship, creations, designs, layouts and methods related to the fabrication, manufacture, processing and production of the Company’s products, sales and marketing plans and strategiesspecially commissioned works listed in Exhibit A, and other Employee Inventions are works made for hire and the property of the Employer, including any copyrights, patents, or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Employee hereby assigns to the Employer all of the Employee’s 's right, title, and interest, including all rights of copyright, patent, and other intellectual property rights, to or in such Employee Inventions. The Employee covenants that he will promptly: (i) disclose to the Employer in writing any Employee Invention; (ii) assign to the Employer or to a party designated by the Employer, at the Employer’s 's request and without additional compensation, all of the Employee’s 's right to the Employee Invention for the United States and all foreign jurisdictions; (iii) execute and deliver to the Employer such applications, assignments, and other documents as the Employer may request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions; (iv) sign all other papers necessary to carry out the above obligations; and (v) at the expense of Employer, give testimony and render any other assistance at Employer’s expense, in support of the Employer’s 's rights to any Employee Invention.

Employee Inventions. Each Employee Invention will belong exclusively to the Employer. Any idea, invention, technique, modification, process or improvement developed by Executive that does not constitute an Employee Invention shall belong exclusively to the Executive. The Employee Executive acknowledges that all of the Employee’s writingExecutive's writings, works of authorship, creations, designs, layouts and methods related to the fabrication, manufacture, processing and production of the Company’s products, sales and marketing plans and strategies, and other Employee Inventions are works made for hire and the property of the Employer, including any copyrights, patents, or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Employee Executive hereby assigns to the Employer all of the Employee’s Executive's right, title, and interest, including all rights of copyright, patent, and other intellectual property rights, to or in such Employee Inventions. The Employee Executive covenants that he will promptlyas follows: (ia) he will promptly disclose to the Employer in writing any Employee Invention; (iib) assign he hereby assigns to the Employer or to a party designated by the Employer, at the Employer’s request and without additional compensation, all of the Employee’s right Employer's rights to the Employee Invention for the United States and all foreign jurisdictions; (iiic) that he will execute and deliver to the Employer such applications, assignments, and other documents as the Employer may reasonably request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions; (ivd) that he will sign all other papers reasonably necessary to carry out the above obligations; and (ve) that he will give testimony and render any other assistance at Employer’s expense, in support of the Employer’s 's rights to any Employee Invention. Notwithstanding the foregoing, Employer shall pay for all reasonable out-of-pocket expenses incurred by Executive in carrying out the foregoing duties.

Employee Inventions. Each (a) Employee Invention will agrees that any inventions, ideas, original works of authorship or other work product in whole or in part conceived or made by Employee which are made through the use of any of the Confidential Information or any of the Company's equipment, facilities, supplies, trade secrets or time, or which relate to the Company's business or the Company's actual or demonstrably anticipated research and development, or which result from any work performed by Employee for the Company, along with any rights in or to any of the foregoing under copyright, patent, trade secret, trademark, or other law, shall belong exclusively to the Employer. The Employee acknowledges that all Company and shall be deemed part of the Employee’s writingConfidential Information for purposes of this Agreement whether or not fixed in a tangible medium of expression. Without limiting the foregoing, works of authorship, creations, designs, layouts and methods related to the fabrication, manufacture, processing and production of the Company’s products, sales and marketing plans and strategies, and other Employee Inventions are works made for hire and the property of the Employer, including any copyrights, patents, or other intellectual property rights pertaining thereto. If it is determined agrees that any such original works are not of authorship shall be deemed to be "works made for hire" and that the Company shall be deemed the author thereof under the U. S. Copyright Act (Title 17 of the U. S. Code), provided that in the event and to the extent such works are determined not to constitute "works made for hire" as a matter of law or that there are any rights that do not accrue to the Company as a work made for hire, Employee hereby irrevocably assigns and transfers to the Employer Company all of the Employee’s right, title, title and interestinterest in and to such works, including all rights of copyright, patent, but not limited to copyrights and other intellectual property rights. This Agreement shall be construed in accordance with the provisions of Section 2870 of the California Labor Code (a copy of which is attached as Exhibit A hereto) relating to inventions made by Employee, and accordingly this Agreement is not intended and shall not be interpreted to assign to or vest in the Company any of Employee's rights in any inventions other than those described in the first sentence of this Section 7(a). (b) At all times during Employee's employment by the Company, Employee will maintain a complete and detailed current written record of all ideas, concepts, improvements, discoveries or inventions, of any nature ("Inventions"), whether patentable or not, created or made in whole or part by Employee, either solely or jointly with others, and Employee will promptly disclose any such Inventions to the Company, in writing. Employee Inventions. The further agrees that all such written records shall be and remain the sole and exclusive property of the Company, and Employee covenants that he will promptlyshall make such written records available to the Company at any time upon request, for review, inspection or copying by the Company, and shall deliver all copies of such records to the Company upon termination of Employee's employment, for any reason. (c) With respect to Inventions made or conceived of in whole or part by Employee, either solely or jointly with others, whether during Employee's employment by the Company or after termination of such employment if developed using, applying or adapting, in any way, the Company's equipment, supplies, facilities, Confidential Information or trade secret information, or during Employee's working hours, or such Invention relates to the Company's business, or actual or demonstrably anticipated research or development, or results from any work done in whole or part by Employee, either solely or jointly with others, for the Company, or is based on or related to programs, processes, Inventions or information learned by Employee during such employment: (i) disclose to Employee shall inform the Employer Company promptly and fully of such Inventions by a written report, setting forth in writing any Employee Invention;detail the procedures employed and the results achieved. (ii) assign Employee hereby expressly transfers and assigns to the Employer or to a party designated by the Employer, at the Employer’s request and without additional compensation, Company all of the Employee’s right 's right, title and interest in and to the Employee Invention such Inventions; and to Applications for the United States U.S. and/or foreign letters patent and/or copyrights as well as any and all continuations, continuations-in-part, and divisions thereof, and to U.S. and/or foreign jurisdictions;letters patent and/or copyrights issued thereon, as well as any and all reissues, extensions, improvements, or further developments thereof. (iii) execute Employee shall apply, or assist the Company in applying, at the Company's request and deliver to expense, for U.S. and/or foreign letters patent and/or copyrights in the Employer such applicationsCompany's name, assignments, and other documents or otherwise as the Employer may request in order Company shall desire. The decision to obtain letters patent and/or copyrights shall reside solely with the Company; however, the decision not to obtain or apply for and obtain patents letters patent and/or copyrights at the time of disclosure or other registrations with respect to at any Employee Invention in the United States and time thereafter, shall not be construed as a waiver of any foreign jurisdictions;rights hereunder. (iv) sign all other papers necessary the Company shall also have the perpetual, royalty-free right to carry out use in its business, to license others to use, and to make, use and sell products, processes and/or services derived from any Inventions, discoveries, designs, improvements, concepts, ideas, whether patentable or not, including but not limited to process, methods, formulas, techniques or know-how related thereto, which are not within the above obligations; and (v) give testimony and render any other assistance at Employer’s expensescope of Inventions as defined herein, but which are conceived or made in support whole or part by Employee, either solely or jointly with others, during regular working hours or with the use of the Employer’s rights to any Employee InventionCompany's equipment, supplies, facilities, Confidential Information, trade secret information materials or personnel.

Employee Inventions. Each Employee Invention will belong exclusively to the Employer. The Employee acknowledges that all of the Employee’s writing, works of authorship, creations, designs, layouts and methods related to the fabrication, manufacture, processing and production of the Company’s products, sales and marketing plans and strategies, and other Employee Inventions are works made for hire and the property of the Employer, including any copyrights, patents, or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Employee hereby assigns to the Employer all of the Employee’s right, title, and interest, including all rights of copyright, patent, and other intellectual property rights, to or in such Employee Inventions. The Employee covenants that he she will promptly: (i) disclose to the Employer in writing any Employee Invention; (ii) assign to the Employer or to a party designated by the Employer, at the Employer’s request and without additional compensation, all of the Employee’s right to the Employee Invention for the United States and all foreign jurisdictions; (iii) execute and deliver to the Employer such applications, assignments, and other documents as the Employer may request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions; (iv) sign all other papers necessary to carry out the above obligations; and (v) give testimony and render any other assistance at Employer’s expense, in support of the Employer’s rights to any Employee Invention.