Assignment of Intellectual Property. You hereby fully and irrevocably assign to all of your right, title and interest in and to any and all confidential information, works of authorship, inventions, trade secrets, ideas, improvements, discoveries, developments, devices, methods, processes, software, designs, reports, trademarks, trade names, service marks, logos and trade dress (collectively, “Intellectual Property”), and all proprietary and intellectual property rights with respect thereto (collectively, “Proprietary Rights”), whether or not patentable or registrable under trademark, copyright or other statutes, made or conceived or reduced to practice by you as a result of your employment with , either alone or jointly with others, during the period of your employment with . You acknowledge that all original works of authorship which are made by you, solely or jointly with others, within the scope of your employment and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act (17 U.S.C., [Section 101]), and that even if it should be determined that such works do not qualify as “works made for hire,” all of your right, title and interest thereto is nonetheless assigned to by virtue of this Agreement. All Intellectual Property shall be owned by irrespective of any copyright notices or confidentiality legends to the contrary. You agree to promptly disclose to the Company and hold in trust for the sole right, benefit and use of the Company any such Intellectual Property, and to promptly execute any and all declarations, assignments, applications and other instruments which shall deem necessary to apply for and obtain patents and copyright registrations in any country or otherwise to protect interests in the Intellectual Property. Furthermore, any assignment to of Intellectual Property includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal and any other rights throughout the world that may be known as or referred to as rights of “droit moral” or “moral rights” and/or any similar rights or principles of law that you may have in any Intellectual Property (collectively, “Moral Rights”). To the extent that such Moral Rights are not assignable under applicable law, you hereby waive and agree not to enforce any and all such Moral Rights, including, without limitation, any right to identification of authorship or limitation on subsequent modification. You acknowledge that shall have the full and free right to do or not to do whatever it desires with respect to the Intellectual Property, including without limitation, the right to utilize or not utilize the same, the right to file or not file a patent application and the right to license or sell the same, upon such terms as it may desire, with or without compensation. You recognize that this Agreement does not require assignment of: # any Intellectual Property that you made or conceived prior to the commencement of your employment with (which, to preclude any possible uncertainty, you have listed on attached hereto); or # any Intellectual Property that you develop entirely on your own time without using equipment, supplies, facilities, or trade secret information except for that Intellectual Property which either: # relates at the time of conception or reduction to practice to business, or actual or demonstrably anticipated research or development of ; or # results from any work performed by you for . The provisions of this Section shall be binding upon you and your heirs, executors and administrators.
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