Common use of OWNERSHIP AND PROTECTION OF WORK PRODUCT Clause in Contracts

OWNERSHIP AND PROTECTION OF WORK PRODUCT. A. Employee shall promptly and fully inform Bank of, and disclose to Bank, any and all ideas, processes, trademarks, trade names, service marks, service xxxx applications, copyrights, mask work rights, fictitious business names, technology, patents, knowhow, trade secrets, computer programs, original works of authorship, formulae, concepts, themes, inventions, designs, creations, new works, derivative works and disco-veries, and all applications, improvements, rights and claims related to any the foregoing, and all other intellectual property, proprietary rights and work product, whether or not patentable or copyrighta-ble, registered or unregistered or domestic or foreign, and whether or not relating to a published work, that Employee develops, makes, creates, conceives or reduces to practice during the Term, whether alone or in collaboration with others (collectively, “Invention Ideas”). B. Each of the items described in the immediately preceding paragraph shall constitute Invention Ideas even if they do not relate to the duties Employee performs for Bank or to Bank’s Proprietary Information (as defined below), and regardless of whether or not created while Employee is performing duties for Bank or acting on Bank’s behalf or while using Bank’s equipment, supplies, facilities or Proprietary Information. C. All right, title and interest in and to all Invention Ideas shall be Bank's sole and exclusive property, and Employee shall have no interest therein. To the extent permitted by law, all Invention Ideas shall be produced as works made for hire. Employee shall not assert any right, title or interest in or to any Inventions Ideas, and Employee shall not undertake any other act or omission that would reduce the value to Bank of any Invention Ideas. D. Employee shall assist Bank, to the extent necessary, in obtaining patent or copyright registration on all Invention Ideas, and shall execute and deliver all documents, instruments and agreements, including the formal execution of an assignment of copyright, and do all things necessary or proper (or otherwise reasonably required by Bank), to the extent lawfully permitted, in order to enable Bank to obtain and enforce full and exclusive title to all Invention Ideas and all rights granted or assigned pursuant to this Agreement. E. If any of the Invention Ideas or any part of the duties Employee performs for Bank is based on, incorporates or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed or otherwise exploited without using or violating, technology or intellectual property rights owned or licensed by Employee and not assigned under this Agreement, Employee grants to Bank a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sub-licensable right and license to exploit and exercise all such technology and intellectual property rights in support of Bank's exercise or exploitation of the Invention Ideas or exploitation of other work performed by Employee for Bank or any assigned rights (including any modifications, improvements and derivatives of any of them). F. Because of the difficulty of establishing when Employee first conceives of or develops intellectual property, proprietary rights or work product or whether such intellectual property, proprietary rights or work product results from access to Bank’s confidential and proprietary information or equipment, facilities or data, Employee agrees that any intellectual property, proprietary rights and work product shall be presumed to be an Invention Idea if it is conceived, developed, used, sold, exploited or reduced to practice by Employee or with the aid of Employee within one year after the termination of Employee’s employment with Bank. Employee can rebut that presumption if Employee proves that the intellectual property, proprietary rights and work product (i) was first conceived or developed after termination of Employee’s employment with and by Bank; (ii) was conceived or developed entirely on Employee's own time without using Bank's equipment, supplies, facilities or confidential and proprietary information; and (iii) did not result from any concepts or ideas developed or work performed by Employee for or on behalf of Bank or during the Term. G. Employee acknowledges that there is no intellectual property, proprietary right or work product that Employee desires not to be deemed Invention Ideas and thus to exclude from the above provisions of this Agreement. To the best of Employee’s knowledge, there is no existing contract in conflict with this Agreement or any other contract to assign ideas, processes, trademarks, service marks, inventions, technology, computer programs, original works of authorship, designs, formulas, discoveries, patents or copyrights that is now in existence between Employee and any other person or entity. H. This section shall not operate to require Employee to assign to Bank any of Employee's rights to inventions, intellectual properties or work products that would not be assignable under the provisions of California Labor Code Section 2870, which provides that: (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) 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 (2) Result from any work performed by the employee for the employer. (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable. Employee represents and warrants to Bank that this paragraph constitutes Bank's written notification to Employee of the provisions of Section 2870 of the California Labor Code, and that Employee has reviewed Section 2870 of the California Labor Code.

OWNERSHIP AND PROTECTION OF WORK PRODUCT. A. Employee 5.1 Executive shall promptly and fully inform Bank Company of, and disclose to BankCompany, any and all ideas, processes, trademarks, trade names, service marks, service xxxx applications, copyrights, mask work rights, fictitious business names, technology, patents, knowhowknow-how, trade secrets, computer programs, original works of authorship, formulae, concepts, themes, inventions, designs, creations, new works, derivative works and disco-veriesdiscoveries, and all applications, improvements, rights and claims related to any the foregoing, and all other intellectual property, proprietary rights and work product, whether or not patentable or copyrighta-blecopyrightable, registered or unregistered or domestic or foreign, and whether or not relating to a published work, that Employee Executive develops, makes, creates, conceives or reduces to practice during the Term, whether alone or in collaboration with others (collectively, “Invention Ideas”"INVENTION IDEAS"). B. 5.2 Each of the items described in the immediately preceding paragraph shall constitute Invention Ideas even if whether or not they do not relate to any of the duties Employee Executive performs for Bank Company or to Bank’s Company's Proprietary Information (as defined below), and regardless of or whether or not they are created while Employee Executive is performing duties for Bank Company or otherwise acting on Bank’s Company's behalf (whether or not pursuant to this Agreement) or while using Bank’s Company's equipment, supplies, facilities or Proprietary Information. C. 5.3 All right, title and interest in and to all Invention Ideas shall be BankCompany's sole and exclusive property, and Employee Executive shall have no interest therein. To , and to the extent permitted by law, all Invention Ideas shall be produced as works made for hire. Employee Executive shall not assert any right, title or interest in or to any Inventions Ideas, and Employee Executive shall not undertake any other act or omission that would reduce the value to Bank Company of any Invention Ideas. D. Employee 5.4 Executive shall assist BankCompany, to the extent necessary, in obtaining patent or copyright registration on all Invention Ideas, and shall execute and deliver all documents, instruments and agreements, including the formal execution of an assignment of copyright, and do all things necessary or proper (or otherwise reasonably required by BankCompany), to the extent lawfully permitted, in order to enable Bank Company to obtain and enforce full and exclusive title to all Invention Ideas and all rights granted or assigned pursuant to this AgreementSECTION 5. Executive hereby appoints Company as Executive's irrevocable attorney-in-fact for the purpose of executing and delivering all such documents, instruments and agreements, and performing all such acts, with the same legal force and effect as if executed and delivered and taken by Executive. E. 5.5 If any of the Invention Ideas or any part of the duties Employee Executive performs for Bank Company is based on, incorporates or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed or otherwise exploited without using or violating, technology or intellectual property rights owned or licensed by Employee Executive and not assigned under this Agreement, Employee Executive grants to Bank Company a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sub-licensable right and license to exploit and exercise all such technology and intellectual property rights in support of BankCompany's exercise or exploitation of the Invention Ideas or exploitation of other work performed by Employee Executive for Bank Company or any assigned rights (including any modifications, improvements and derivatives of any of them). F. 5.6 Because of the difficulty of establishing when Employee Executive first conceives of or develops intellectual property, proprietary rights or work product or whether such intellectual property, proprietary rights or work product results from access to Bank’s Company's confidential and proprietary information or equipment, facilities or data, Employee Executive agrees that any intellectual property, proprietary rights and work product shall be presumed to be an Invention Idea if it is conceived, developed, used, sold, exploited or reduced to practice by Employee Executive or with the aid of Employee Executive within one year after the termination of Employee’s Executive's employment with BankCompany. Employee Executive can rebut that presumption if Employee Executive proves that the intellectual property, proprietary rights and work product (i) was first conceived or developed after termination of Employee’s Executive's employment with and by BankCompany; (ii) was conceived or developed entirely on EmployeeExecutive's own time without using BankCompany's equipment, supplies, facilities or confidential and proprietary information; and (iii) did not result from any concepts or ideas developed or work performed by Employee Executive for or on behalf of Bank or during the TermCompany. G. Employee 5.7 Executive acknowledges that there is no intellectual property, proprietary right or work product that Employee Executive desires not to be deemed Invention Ideas and thus to exclude from the above provisions of this Agreement. To the best of Employee’s Executive's knowledge, there is no existing contract in conflict with this Agreement or any other contract to assign ideas, processes, trademarks, service marks, inventions, technology, computer programs, original works of authorship, designs, formulas, discoveries, patents or copyrights that is now in existence between Employee Executive and any other person or entity. H. 5.8 This section SECTION 5 shall not operate to require Employee Executive to assign to Bank Company any of EmployeeExecutive's rights to inventions, intellectual properties or work products that would not be assignable under the provisions of California Labor Code Section 2870, which provides that: (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) 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 (2) Result from any work performed by the employee for the employer. (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable. Employee Executive represents and warrants to Bank Company that this paragraph constitutes BankCompany's written notification to Employee Executive of the provisions of Section 2870 of the California Labor Code, and Executive represents and warrants to Company that Employee Executive has reviewed Section 2870 of the California Labor Code.

OWNERSHIP AND PROTECTION OF WORK PRODUCT. A. I. Employee shall promptly and fully inform Bank of, and disclose to Bank, any and all ideas, processes, trademarks, trade names, service marks, service xxxx applications, copyrights, mask work rights, fictitious business names, technology, patents, knowhow, trade secrets, computer programs, original works of authorship, formulae, concepts, themes, inventions, designs, creations, new works, derivative works and disco-veriesdiscoveries, and all applications, improvements, rights and claims related to any the foregoing, and all other intellectual property, proprietary rights and work product, whether or not patentable or copyrighta-ble, registered or unregistered or domestic or foreign, and whether or not relating to a published work, that Employee develops, makes, creates, conceives or reduces to practice during the Term, whether alone or in collaboration with others (collectively, “Invention Ideas”). B. J. Each of the items described in the immediately preceding paragraph shall constitute Invention Ideas even if they do not relate to the duties Employee performs for Bank or to Bank’s Proprietary Information (as defined below), and regardless of whether or not created while Employee is performing duties for Bank or acting on Bank’s behalf or while using Bank’s equipment, supplies, facilities or Proprietary Information. C. K. All right, title and interest in and to all Invention Ideas shall be Bank's sole and exclusive property, and Employee shall have no interest therein. To the extent permitted by law, all Invention Ideas shall be produced as works made for hire. Employee shall not assert any right, title or interest in or to any Inventions Ideas, and Employee shall not undertake any other act or omission that would reduce the value to Bank of any Invention Ideas. D. L. Employee shall assist Bank, to the extent necessary, in obtaining patent or copyright registration on all Invention Ideas, and shall execute and deliver all documents, instruments and agreements, including the formal execution of an assignment of copyright, and do all things necessary or proper (or otherwise reasonably required by Bank), to the extent lawfully permitted, in order to enable Bank to obtain and enforce full and exclusive title to all Invention Ideas and all rights granted or assigned pursuant to this Agreement. E. M. If any of the Invention Ideas or any part of the duties Employee performs for Bank is based on, incorporates or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed or otherwise exploited without using or violating, technology or intellectual property rights owned or licensed by Employee and not assigned under this Agreement, Employee grants to Bank a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sub-licensable right and license to exploit and exercise all such technology and intellectual property rights in support of Bank's exercise or exploitation of the Invention Ideas or exploitation of other work performed by Employee for Bank or any assigned rights (including any modifications, improvements and derivatives of any of them). F. N. Because of the difficulty of establishing when Employee first conceives of or develops intellectual property, proprietary rights or work product or whether such intellectual property, proprietary rights or work product results from access to Bank’s confidential and proprietary information or equipment, facilities or data, Employee agrees that any intellectual property, proprietary rights and work product shall be presumed to be an Invention Idea if it is conceived, developed, used, sold, exploited or reduced to practice by Employee or with the aid of Employee within one year after the termination of Employee’s employment with Bank. Employee can rebut that presumption if Employee proves that the intellectual property, proprietary rights and work product (i) was first conceived or developed after termination of Employee’s employment with and by Bank; (ii) was conceived or developed entirely on Employee's own time without using Bank's equipment, supplies, facilities or confidential and proprietary information; and (iii) did not result from any concepts or ideas developed or work performed by Employee for or on behalf of Bank or during the Term. G. O. Employee acknowledges that there is no intellectual property, proprietary right or work product that Employee desires not to be deemed Invention Ideas and thus to exclude from the above provisions of this Agreement. To the best of Employee’s knowledge, there is no existing contract in conflict with this Agreement or any other contract to assign ideas, processes, trademarks, service marks, inventions, technology, computer programs, original works of authorship, designs, formulas, discoveries, patents or copyrights that is now in existence between Employee and any other person or entity. H. P. This section shall not operate to require Employee to assign to Bank any of Employee's rights to inventions, intellectual properties or work products that would not be assignable under the provisions of California Labor Code Section 2870, which provides that: (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) 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 (2) Result from any work performed by the employee for the employer. (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable. Employee represents and warrants to Bank that this paragraph constitutes Bank's written notification to Employee of the provisions of Section 2870 of the California Labor Code, and that Employee has reviewed Section 2870 of the California Labor Code.

OWNERSHIP AND PROTECTION OF WORK PRODUCT. A. Employee 5.1 Executive shall promptly and fully inform Bank Company of, and disclose to BankCompany, any and all ideas, processes, trademarks, trade names, service marks, service xxxx applications, copyrights, mask work rights, fictitious business names, technology, patents, knowhow, trade secrets, computer programs, original works of authorship, formulae, concepts, themes, inventions, designs, creations, new works, derivative works and disco-veriesdiscoveries, and all applications, improvements, rights and claims related to any the foregoing, and all other intellectual property, proprietary rights and work product, whether or not patentable or copyrighta-blecopyrightable, registered or unregistered or domestic or foreign, and whether or not relating to a published work, that Employee Executive develops, makes, creates, conceives or reduces to practice during the Term, whether alone or in collaboration with others (collectively, “Invention Ideas”"INVENTION IDEAS"). B. 5.2 Each of the items described in the immediately preceding paragraph shall constitute Invention Ideas even if whether or not they do not relate to any of the duties Employee Executive performs for Bank Company or to Bank’s Company's Proprietary Information (as defined below), and regardless of or whether or not they are created while Employee Executive is performing duties for Bank Company or otherwise acting on Bank’s Company's behalf (whether or not pursuant to this Agreement) or while using Bank’s Company's equipment, supplies, facilities or Proprietary Information. C. 5.3 All right, title and interest in and to all Invention Ideas shall be BankCompany's sole and exclusive property, and Employee Executive shall have no interest therein. To , and to the extent permitted by law, all Invention Ideas shall be produced as works made for hire. Employee Executive shall not assert any right, title or interest in or to any Inventions Ideas, and Employee Executive shall not undertake any other act or omission that would reduce the value to Bank Company of any Invention Ideas. D. Employee 5.4 Executive shall assist BankCompany, to the extent necessary, in obtaining patent or copyright registration on all Invention Ideas, and shall execute and deliver all documents, instruments and agreements, including the formal execution of an assignment of copyright, and do all things necessary or proper (or otherwise reasonably required by BankCompany), to the extent lawfully permitted, in order to enable Bank Company to obtain and enforce full and exclusive title to all Invention Ideas and all rights granted or assigned pursuant to this AgreementSECTION 5. Executive hereby appoints Company as Executive's irrevocable attorney-in-fact for the purpose of executing and delivering all such documents, instruments and agreements, and performing all such acts, with the same legal force and effect as if executed and delivered and taken by Executive. E. 5.5 If any of the Invention Ideas or any part of the duties Employee Executive performs for Bank Company is based on, incorporates or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed or otherwise exploited without using or violating, technology or intellectual property rights owned or licensed by Employee Executive and not assigned under this Agreement, Employee Executive grants to Bank Company a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sub-licensable right and license to exploit and exercise all such technology and intellectual property rights in support of BankCompany's exercise or exploitation of the Invention Ideas or exploitation of other work performed by Employee Executive for Bank Company or any assigned rights (including any modifications, improvements and derivatives of any of them). F. 5.6 Because of the difficulty of establishing when Employee Executive first conceives of or develops intellectual property, proprietary rights or work product or whether such intellectual property, proprietary rights or work product results from access to Bank’s Company's confidential and proprietary information or equipment, facilities or data, Employee Executive agrees that any intellectual property, proprietary rights and work product shall be presumed to be an Invention Idea if it is conceived, developed, used, sold, exploited or reduced to practice by Employee Executive or with the aid of Employee Executive within one year after the termination of Employee’s Executive's employment with BankCompany. Employee Executive can rebut that presumption if Employee Executive proves that the intellectual property, proprietary rights and work product (i) was first conceived or developed after termination of Employee’s Executive's employment with and by BankCompany; (ii) was conceived or developed entirely on EmployeeExecutive's own time without using BankCompany's equipment, supplies, facilities or confidential and proprietary information; and (iii) did not result from any concepts or ideas developed or work performed by Employee Executive for or on behalf of Bank or during the TermCompany. G. Employee 5.7 Executive acknowledges that there is no intellectual property, proprietary right or work product that Employee Executive desires not to be deemed Invention Ideas and thus to exclude from the above provisions of this Agreement. To the best of Employee’s Executive's knowledge, there is no existing contract in conflict with this Agreement or any other contract to assign ideas, processes, trademarks, service marks, inventions, technology, computer programs, original works of authorship, designs, formulas, discoveries, patents or copyrights that is now in existence between Employee Executive and any other person or entity. H. 5.8 This section SECTION 5 shall not operate to require Employee Executive to assign to Bank Company any of EmployeeExecutive's rights to inventions, intellectual properties or work products that would not be assignable under the provisions of California Labor Code Section 2870, which provides that: (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) 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 (2) Result from any work performed by the employee for the employer. (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable. Employee Executive represents and warrants to Bank Company that this paragraph constitutes BankCompany's written notification to Employee Executive of the provisions of Section 2870 of the California Labor Code, and Executive represents and warrants to Company that Employee Executive has reviewed Section 2870 of the California Labor Code.

OWNERSHIP AND PROTECTION OF WORK PRODUCT. A. I. Employee shall promptly and fully inform Bank of, and disclose to Bank, any and all ideas, processes, trademarks, trade names, service marks, service xxxx applications, copyrights, mask work rights, fictitious business names, technology, patents, knowhow, trade secrets, computer programs, original works of authorship, formulae, concepts, themes, inventions, designs, creations, new works, derivative works and disco-veries, and all applications, improvements, rights and claims related to any the foregoing, and all other intellectual property, proprietary rights and work product, whether or not patentable or copyrighta-ble, registered or unregistered or domestic or foreign, and whether or not relating to a published work, that Employee develops, makes, creates, conceives or reduces to practice during the Term, whether alone or in collaboration with others (collectively, “Invention Ideas”). B. J. Each of the items described in the immediately preceding paragraph shall constitute Invention Ideas even if they do not relate to the duties Employee performs for Bank or to Bank’s Proprietary Information (as defined below), and regardless of whether or not created while Employee is performing duties for Bank or acting on Bank’s behalf or while using Bank’s equipment, supplies, facilities or Proprietary Information. C. K. All right, title and interest in and to all Invention Ideas shall be Bank's ’s sole and exclusive property, and Employee shall have no interest therein. To the extent permitted by law, all Invention Ideas shall be produced as works made for hire. Employee shall not assert any right, title or interest in or to any Inventions Ideas, and Employee shall not undertake any other act or omission that would reduce the value to Bank of any Invention Ideas. D. L. Employee shall assist Bank, to the extent necessary, in obtaining patent or copyright registration on all Invention Ideas, and shall execute and deliver all documents, instruments and agreements, including the formal execution of an assignment of copyright, and do all things necessary or proper (or otherwise reasonably required by Bank), to the extent lawfully permitted, in order to enable Bank to obtain and enforce full and exclusive title to all Invention Ideas and all rights granted or assigned pursuant to this Agreement. E. M. If any of the Invention Ideas or any part of the duties Employee performs for Bank is based on, incorporates or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed or otherwise exploited without using or violating, technology or intellectual property rights owned or licensed by Employee and not assigned under this Agreement, Employee grants to Bank a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sub-licensable right and license to exploit and exercise all such technology and intellectual property rights in support of Bank's ’s exercise or exploitation of the Invention Ideas or exploitation of other work performed by Employee for Bank or any assigned rights (including any modifications, improvements and derivatives of any of them). F. N. Because of the difficulty of establishing when Employee first conceives of or develops intellectual property, proprietary rights or work product or whether such intellectual property, proprietary rights or work product results from access to Bank’s confidential and proprietary information or equipment, facilities or data, Employee agrees that any intellectual property, proprietary rights and work product shall be presumed to be an Invention Idea if it is conceived, developed, used, sold, exploited or reduced to practice by Employee or with the aid of Employee within one year after the termination of Employee’s employment with Bank. Employee can rebut that presumption if Employee proves that the intellectual property, proprietary rights and work product (i) was first conceived or developed after termination of Employee’s employment with and by Bank; (ii) was conceived or developed entirely on Employee's ’s own time without using Bank's ’s equipment, supplies, facilities or confidential and proprietary information; and (iii) did not result from any concepts or ideas developed or work performed by Employee for or on behalf of Bank or during the Term. G. O. Employee acknowledges that there is no intellectual property, proprietary right or work product that Employee desires not to be deemed Invention Ideas and thus to exclude from the above provisions of this Agreement. To the best of Employee’s knowledge, there is no existing contract in conflict with this Agreement or any other contract to assign ideas, processes, trademarks, service marks, inventions, technology, computer programs, original works of authorship, designs, formulas, discoveries, patents or copyrights that is now in existence between Employee and any other person or entity. H. P. This section shall not operate to require Employee to assign to Bank any of Employee's ’s rights to inventions, intellectual properties or work products that would not be assignable under the provisions of California Labor Code Section 2870, which provides that: (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's ’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer's ’s business, or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the employee for the employer. (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable. Employee represents and warrants to Bank that this paragraph constitutes Bank's ’s written notification to Employee of the provisions of Section 2870 of the California Labor Code, and that Employee has reviewed Section 2870 of the California Labor Code.