(d) Maintenance of Records. Consultant agrees to keep and maintain adequate and current written records of all Inventions made by Consultant (solely or jointly with others) during the term of Consultants engagement with the Company, The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company, The records will be available to and remain the sole property of the Company at all times.
(e) Patent and Copyright Registrations. Consultant agrees to assist the Company, or its designee, at the Companys expense, in every proper way to procure, secure, maintain, and enforce the Companys rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto, Consultant further agrees that Consultants obligation to execute or cause to be executed, when it is in Consultants power to do so, any such instrument or papers shall continue after the termination of this Agreement. If the Company is unable because of Consultants mental or physical incapacity or for any other reason to secure Consultants signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as above, then Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultants agent and attorney in fact, to act for and in Consultants behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by Consultant.
3. Former Employer Information. Consultant agrees that he/she will not, during Consultants engagement with the Company, improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or other person or entity and that Consultant will not bring onto the premises of the Company or into Company workspaces any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity. Consultant further agrees that Consultant will not incorporate into any Invention any Proprietary Information or trade secrets of any former employer or other person or entity.
4. Conflicting Employment. Subject to the forgoing, Consultant agrees that, during the term of Consultants engagement with the Company, Consultant will not engage in any other engagement, occupation or consulting directly competitive with the Companys business, nor will Consultant engage in any other activities that conflict with Consultants obligations to the Company.
5. Returning Company Documents. Consultant agrees that, at the time of leaving the Company, Consultant will promptly deliver to the Company (and will not keep on a computer or otherwise in Consultants possession, recreate or deliver to anyone else) any and all documents, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, devices, equipment, other property, or reproductions of any aforementioned items developed by Consultant pursuant to Consultants engagement with the Company or otherwise belonging to the Company, its successors or assigns, including, without limitation, those records maintained pursuant to paragraph 2(d). In the event of the termination of Consultants engagement, Consultant agrees to sign and deliver the Termination Certification attached hereto as Exhibit 2.