| ||(b) || |
Intellectual Property. If the Participant has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property, materials, documents or other work product (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) (Works), either alone or with third parties, prior to the Participants Employment with the Company, that are relevant to or implicated by such Employment (Prior Works), the Participant hereby grants the Company a perpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes in connection with the Companys current and future business. If the Participant creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during the Participants Employment with the Company and within the scope of such Employment and/or with the use of any Company resources (Company Works), the Participant shall promptly and fully disclose such works to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company. The Participant agrees to keep and maintain adequate and current written records (in the form of notes, sketches, drawings, and any other form or media requested by the Company) of all Company Works. The records will be available to and remain the sole property and intellectual property of the Company at all times. The Participant shall take all requested actions and execute all requested documents (including any licenses or assignments required by a government contract) at the Companys expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Companys rights in the Prior Works and Company Works. If the Company is unable for any other reason to secure the Participants signature on any document for this purpose, then the Participant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Participants agent and attorney-in-fact, to act for and on the Participants behalf to execute any documents and to do all other lawfully permitted acts in connection with the foregoing.