8. If, notwithstanding the foregoing, I retain any right, title or interest with respect to any Developments or any related Proprietary Rights, I hereby grant, and agree to grant, to the Company, without any limitations or any additional remuneration, the worldwide, exclusive, perpetual, irrevocable, transferable, freely sublicenseable, right and license under all my right, title and interest with respect to such Developments, any other Technology that is the subject of, embodies or uses, or is made using, any Proprietary Rights relating to such Developments, and any and all related Proprietary Rights, including all Rights to Use.
9. If, notwithstanding the foregoing, I retain any Moral Rights with respect to any Developments or any other Technology that is the subject of, embodies or uses, or is made using, any Proprietary Rights relating to the Developments, I hereby waive all such Moral Rights. I acknowledge that the Developments and the related Proprietary Rights may have substantial economic value, that any and all proceeds resulting from use and exploitation thereof shall solely belong to the Company, and that the salary and other compensation I receive from the Company for my employment with the Company includes fair and adequate consideration for all assignments, licenses and waivers with respect to all Developments and related Proprietary Rights hereunder. To the extent, if any, that any Moral Rights are not waivable under applicable law, I hereby promise and covenant not to institute, support, maintain or permit any action or proceeding on the basis of, or otherwise assert any Moral Rights with respect to, any Developments or any Moral Rights relating thereto in any forum. I hereby authorize the Company to publish the Developments and any other Technology that is the subject of, embodies or uses, or is made using, any Proprietary Rights relating to the Developments, in the Company’s sole discretion with or without attributing any of the foregoing to me or identifying me in connection therewith and regardless of the effect on such Developments and such other Technology or my relationship thereto.
10. If, under mandatory and non-waivable applicable laws, I am entitled to receive any additional consideration or remuneration for any assignment, transfer, conveyance or license of any right, title or interest with respect to any Developments or any related Proprietary Rights, all such assignments, transfers, conveyances and licenses hereunder shall be conditioned upon the Company’s express written notice, after my disclosure to the Company of such Developments or related Proprietary Rights, that it accepts such assignment, transfer, conveyance or license.
11. I hereby grant and agree to grant to the Company a first right to negotiate a license with respect to all Excluded Developments and all related Proprietary Rights and to negotiate in good faith such a license if the Company so requests within ninety (90) days after my disclosure of such Excluded Developments or related Proprietary Rights.
12. At the Company’s request and expense, I will, during the term of my employment and thereafter, cooperate with and assist the Company, and perform such further acts and execute, acknowledge and deliver to the Company such further documents, as the Company may deem necessary or advisable in order to obtain, establish, perfect, maintain, evidence, enforce or otherwise protect any of the rights, title and interests assigned, transferred, conveyed, or licensed (or intended to be assigned, transferred, conveyed, or licensed) to the Company under this Agreement, or otherwise carry out the intent and accomplish the purposes of this Agreement. Such cooperation and assistance shall include, without limitation, any execution of an assignment, transfer, conveyance, license or waiver of, or any covenant not to institute, support, maintain or permit any action or assert any, rights, and cooperation and assistance in any proceedings before any government authorities or other legal proceedings, including being named a party for purposes thereof. Without limiting the generality of the foregoing, to the extent permitted by applicable law, I hereby appoint the Company as my attorney-in-fact (which appointment is coupled with an interest), with full power of substitution and delegation, with the right (but not the obligation) to perform any such acts and to execute, acknowledge and deliver any such documents on my behalf, provided that the Company shall not exercise such right unless I fail to perform such act or execute, acknowledge or deliver such document within five (5) business days after the Company’s written request therefor. In addition, I agree to maintain adequate and current written records regarding all Developments, and the creation, making, conception, invention, discovery, development, reduction to practice or suggestion thereof. Such records shall be the sole property of the Company and hereby assign, and agree to assign, all my right, title and interest, if any, with respect to such records to the Company
13. I agree to disclose to the Company, promptly after the earliest of their creation, making, conception, invention, discovery, development, reduction to practice or suggestion, all Developments and pertinent records. I will further promptly notify the Company, in confidence, of any and all Technology created, made, conceived, invented, discovered, developed, reduced to practice or suggested by me (a) that I believe to be Excluded Developments, and/or (b) during the one-year period following termination of my employment, so as to enable the Company to determine whether such Technology is a Development subject to this Agreement.
14. I have identified all Technology in which I have any right, title, or interest, and which was previously made or conceived solely or jointly by me, or written wholly or in part by me, but neither published nor filed in any patent office.
If I do not have any to identify, I have written “none” on this line:This field is mandatory