Lexmark 2012 Annual Report Download - page 173

2.2 Prior Inventions. Inventions, if any, patented or unpatented, which the employee made prior to the commencement of his/her employment with the
Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, the employee shall set forth on Exhibit A (Previous Inventions)
attached hereto a complete list of all Inventions that he/she has, alone or jointly with others, conceived, developed or reduced to practice or caused to be
conceived, developed or reduced to practice prior to the commencement of his/her employment with the Company, that the employee considers to be his/her
property or the property of third parties and that the employee wishes to have excluded from the scope of this Agreement (collectively referred to as “ Prior
Inventions”). If disclosure of any such Prior Invention would cause the employee to violate any prior confidentiality agreement, the employee understands that
he/she is not to list such Prior Inventions in Exhibit A but is only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it
belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no
such disclosure is attached, the employee, by signing below, represents that there are no Prior Inventions. If, in the course of the employee’s employment with
the Company, he/she incorporates a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a
nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicenses) to make, have made,
modify, use and sell such Prior Invention. Notwithstanding the foregoing, the employee agrees that he/she will not incorporate, or permit to be incorporated,
Prior Inventions in any Company Inventions without the Company’s prior written consent.
2.3 Assignment of Inventions. Subject to Section 2.5, the employee, by signing below, hereby assigns and agrees to assign in the future (when any
such Inventions or Proprietary Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to the Company all my right, title and
interest in and to any and all Inventions (and all Proprietary Rights with respect thereto) whether or not patentable or registrable under copyright or similar
statutes, made or conceived or reduced to practice or learned by the employee, either alone or jointly with others, prior to or during the period of his/her
employment with the Company, except for Prior Inventions. Inventions assigned to the Company, or to a third party as directed by the Company pursuant to
this Section 2, are hereinafter referred to as “ Company Inventions.”
2.4 Obligation to Keep Company Informed. During the period of the employee’s employment and for six (6) months after termination of his/her
employment with the Company, the employee, by signing below, agrees to promptly disclose to the Company fully and in writing all Inventions authored,
conceived or reduced to practice by the employee, either alone or jointly with others. In addition, the employee will promptly disclose to the Company all patent
applications filed by him/her or on his/her behalf within a year after termination of employment.
2.5 Government or Third Party. The employee, by signing below, also agrees to assign all of the employee’s right, title and interest in and to any
particular Company Invention to a third party, including without limitation the United States, as directed by the Company.
2.6 Works for Hire. The employee, by signing below, acknowledges that all original works of authorship which are made by the employee (solely or
jointly with others) within the scope of his/her employment and which are protectable by copyright are “works made for hire,” pursuant to United States
Copyright Act (17 U.S.C., Section 101).
2.7 Enforcement of Proprietary Rights. The employee agrees to assist the Company in every proper way to obtain, and from time to time enforce,
United States and foreign Proprietary Rights relating to Company Inventions in any and all countries. To that end the employee will execute, verify and deliver
such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for,
obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. In addition, the employee agrees to execute,
verify and deliver assignments of such Proprietary Rights to the Company or its designee. The employee’s obligation to assist the Company with respect to
Proprietary Rights relating to such Company Inventions in any and all countries shall continue beyond the termination of his/her employment, but the
Company shall compensate the employee at a reasonable rate after his/her termination for the time actually spent by him/her at the Company’s request on such
assistance.