Common use of Assignment of Intellectual Property Clause in Contracts

Assignment of Intellectual Property. Employee will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all of Employee’s right, title and interest in and to any original works of authorship, trademarks, domain names, inventions (including the right to claim priority), concepts, improvements, processes, methods or Proprietary Information , whether or not patentable or registrable under copyright or similar laws that Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of Employee’s Relationship with the Company, including such intellectual property developed by Employee for the Company prior to the Effective Date (collectively referred to as "Intellectual Property") and that (i) are developed using the equipment, supplies, facilities or Confidential Information of the Company, (ii) result from or are suggested by work performed by Employee for the Company, or (iii) relate to the Company business or to the actual or demonstrably anticipated research or development of the Company. All original works of authorship that are created by Employee (solely or jointly with others) within the scope of and during the period of Employee’s Relationship with the Company and that are protectable by copyright are "works made for hire," as that term is defined in the United States Copyright Act. Any assignment of copyright hereunder includes all rights of paternity, integrity, disclosure and withdrawal, and any other rights that may be known as or referred to as “moral rights” (collectively, “Moral Rights”). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, Employee hereby waives such Moral Rights and consents to any action of Company that would violate such Moral Rights in the absence of such consent.

Assignment of Intellectual Property. The Employee will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, Company or its designeedesignees, all without further consideration and free and clear of any lien or encumbrance, the Employee’s entire right, title and interest (within the United States and all foreign jurisdictions) in and to any original and all inventions, discoveries, improvements, developments, works of authorship, trademarks, domain names, inventions (including the right to claim priority), concepts, improvementsideas, processesplans, methods or Proprietary specifications, mask work rights, know how, software, formulas, databases, designees, designations, sui generis data base rights, industrial work rights, processes and contributions to Confidential Information created, whether or not patentable or registrable under copyright or similar laws that Employee may solely or jointly conceive or develop or reduce to practiceconceived, or cause to be conceived or developed or reduced to practice, practice by the Employee (alone or with others) during the period of Employee’s Relationship employment with the Company, including such intellectual property developed by Employee for the Company prior to the Effective Date (collectively referred to as "Intellectual Property") and that which (i) are developed using the equipment, supplies, facilities or Confidential Information of related to the Company’s current or anticipated business, activities, products, or services, unless disclosed by the Employee and confirmed by the Company as not representing a conflict, or (ii) result from or are suggested by any work performed by Employee for the CompanyCompany regardless of whether created, conceived, developed or reduced to practice with or without the use of Company property, including any and all Intellectual Property Rights (iiias defined below) relate to the Company business or to the actual or demonstrably anticipated research or development of the Companytherein (“Work Product”). All original works of authorship that are created by Employee (solely or jointly with others) Any Work Product which falls within the scope definition of and during the period of Employee’s Relationship with the Company and that are protectable by copyright are "works “work made for hire," ”, as that such term is defined in the United States U.S. Copyright Act, shall be considered a “work made for hire”, the copyright in which vests initially and exclusively in the Company. Any assignment The Employee waives any rights to be attributed as the author or producer of copyright hereunder includes any Work Product, including all rights of paternity, integrity, disclosure and withdrawal, withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively, collectively “Moral Rights”). To the extent Employee retains any such Moral Rights cannot be assigned in Work Product under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights existlaw, Employee hereby waives such Moral Rights ratifies and consents to any action of Company that would violate may be taken with respect to such Moral Rights in by or authorized by Company and agrees not to assert any Moral Rights with respect thereto. Employee will confirm any such ratifications, consents and agreements from time to time as requested by Company. The Employee agrees to immediately disclose to the absence Company all Work Product created, conceived, reduced to practice, or otherwise developed by the Employee, solely or jointly. For purposes of this Agreement, “Intellectual Property” shall mean any patent, copyright, trademark or service mxxx, trade secret, or any other proprietary rights protection legally available. The decision whether or not to commercialize or market any Work Product is within the Company’s sole discretion and for the Company’s sole benefit and the Employee will not claim any consideration as a result of the Company’s commercialization of any such consentWork Product.

Assignment of Intellectual Property. (a) Employee will promptly make full written disclosure agrees to and hereby does grant and assign to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all of Employee’s right, title and Company any interest in and all rights and title to (including, without limitation, rights to patents, copyrights and all other proprietary interests) any and all inventions, original works of authorship, trademarks, domain names, inventions (including the right to claim priority)developments, concepts, improvements, processesdesigns, methods discoveries, software, source code, object code, creations, developments, ideas, or Proprietary Information , whether or not patentable or registrable under copyright or similar laws trade secrets that Employee may solely (either alone or jointly conceive or develop or reduce to practicewith others) makes, creates, conceives, invents, discovers, develops, or cause reduces to be conceived or developed or reduced to practice, practice during the period Employment Period under the Employment Agreement of Employee’s Relationship with the Company, including such intellectual property developed by Employee for the Company prior to the Effective Date (collectively referred to as "Intellectual Property") and time that (i) are developed using relates to the equipment, supplies, facilities or Confidential Information business of the Company or the Company’s actual or demonstrably anticipated research or development, (ii) result results from or are suggested by any work Employee performed by Employee for the Company, or (iii) relate results from the use of the Company’s time, equipment, supplies, facilities, property, trade secrets or other Confidential Information (“Intellectual Property”). Any such assignment of Intellectual Property shall occur regardless whether or not it is patentable or registrable under copyright or similar statutes or subject to analogous protection. Any such assignment shall be without additional compensation to Employee. Employee acknowledges that he has and shall have no intellectual property or other right, title or interest in or to any such Intellectual Property. Employee will promptly disclose and deliver such Intellectual Property to the Company business or and, at the request of and without charge to the actual or demonstrably anticipated research or development of Company, Employee will do all things deemed by the Company. All original works of authorship that are created by Employee (solely or jointly with others) within Company to be reasonably necessary to perfect title to the scope of and during the period of Employee’s Relationship with Intellectual Property in the Company and that are protectable by copyright are "works made to assist in obtaining for hire," the Company such patents, copyrights or other protection as that term is defined in the United States Copyright Act. Any assignment of copyright hereunder includes all rights of paternity, integrity, disclosure and withdrawal, and any other rights that may be known as or referred to as “moral rights” (collectively, “Moral Rights”). To the extent such Moral Rights cannot be assigned provided under applicable law and to the extent the following is allowed desired by the laws Company, including, without limitation, executing and signing any and all relevant applications, assignments, or other instruments. Employee further agrees to provide, at the Company’s request, declarations and affidavits and to give testimony, in depositions, hearings, or trials, in support of any of Company’s rights hereunder. These obligations continue even after any termination of the various countries where Moral Rights existemployment relationship. In the event the Company is unable, after reasonable effort, to secure Employee’s signature on any document or documents needed to apply for or prosecute any patent, copyright or other right or protection, for any reason whatsoever, Employee hereby waives irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney-in-fact to act for and on his behalf to execute and file any such Moral Rights application or other document and consents to any action do all other lawfully permitted acts to further the prosecution and issuance of Company that would violate such Moral Rights in patents, copyrights, or similar protections thereon with the absence of such consentsame legal force and effect as if executed by his.

Assignment of Intellectual Property. Employee will (i) Executive agrees that Executive will, without additional compensation, promptly make full written disclosure to the Company, and will hold in trust for the sole right and benefit of the CompanyCompany all developments, and hereby assigns to the Company, or its designee, all of Employee’s right, title and interest in and to any original works of authorship, trademarks, domain names, inventions (including the right to claim priority)inventions, concepts, know-how, improvements, processestrade secrets, methods or Proprietary Information and similar proprietary rights, whether or not patentable or registrable under copyright or similar laws that Employee were conceived after the effective date of this Agreement and related to the business of the Company, which Executive may (or have previously) solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period Term of Employee’s Relationship with the CompanyEmployment, including such intellectual property developed by Employee for the Company prior to the Effective Date (collectively referred to as "Intellectual Property") and that whether or not during regular working hours, provided they either (i) are developed using relate at the equipment, supplies, facilities time of conception or Confidential Information reduction to practice of the invention to the business of any member of the Company, or actual research or development of any member of the Company; (ii) result from or are suggested by relate to any work performed by Employee for any member of the Company; or (iii) are developed through the use of equipment, supplies, or facilities of any member of the Company, or any Confidential Information, or in consultation with personnel of any member of the Company (iiicollectively referred to as “Developments”) relate that are related to the Company business or to the actual or demonstrably anticipated research or development of the Company. All original works of authorship Executive further acknowledges that are created all Developments made by Employee Executive (solely or jointly with others) within the scope of and during the period Term of Employee’s Relationship with the Company and that Employment are protectable by copyright are "“works made for hire," as that term is defined ” (to the greatest extent permitted by applicable law) for which Executive is, in part, compensated by Executive’s Base Salary, unless regulated otherwise by law, but that, in the United States Copyright Act. Any assignment of copyright hereunder includes event any such Development is deemed not to be a work made for hire, Executive hereby assigns to the Company, or its designee, all rights of paternityExecutive’s right, integrity, disclosure and withdrawaltitle, and interest throughout the world in and to any other rights that may be known as or referred to as “moral rights” (collectively, “Moral Rights”)such Development. To clarify this Section 9(c)(i) pertains to all intellectual property that have been conceived by the extent such Moral Rights cannot be assigned under applicable law Executive after the effective date of this Agreement and the intellectual property directly relates to the extent business of the following is allowed by the laws in the various countries where Moral Rights exist, Employee hereby waives such Moral Rights and consents to any action of Company that would violate such Moral Rights in the absence of such consentCompany.

Assignment of Intellectual Property. Employee will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and Executive hereby assigns to the Company, or its designeewith exclusive and unlimited rights of ownership, all of EmployeeExecutive’s right, title and interest in and to any and all products, inventions, original works of authorship, trademarksdevelopments, domain names, inventions (including the right to claim priority)processes, concepts, techniques, designs, discoveries, ideas, methods, computer programs, software, databases, algorithms, mask works, trademarks or trade secrets, Confidential and Proprietary Information, and other technology and improvements, processes, methods or Proprietary Information , whether or not patentable or registrable under patent, copyright or similar laws that Employee laws, which Executive may solely or jointly conceive of or develop or reduce to practice, or cause to be conceived of or developed or reduced to practice, during at the period direction or on behalf of Employee’s Relationship with the Company, including such intellectual property developed by Employee for the Company prior to the Effective Date (collectively referred to as "Intellectual Property") and that (i) are developed using the equipment, supplies, facilities or Confidential Information of “Inventions”). Executive hereby assigns to the Company, with exclusive and unlimited rights of ownership, any and all right, title, and interest in and to the Inventions and all intellectual property with respect thereto (ii) result from including, but not limited to, copyrights, patents, trademarks, rights to data, mask work rights, trade secrets, know-how and proprietary information and all other intellectual property rights, together with rights in any registrations or are suggested by work performed by Employee applications for registration, rights to claim priority or xxx for past damages and infringements, as well as the right to alter, develop, assign and license such rights), whether existing at the beginning of his service to the Company, or (iii) relate developed thereafter during the course of his employment with the Company. In addition to the foregoing, Executive further hereby assigns to the Company business all other Inventions relating thereto or to the actual development, production, use, support or demonstrably anticipated research maintenance thereof developed in whole or development in part by Executive during the course of his employment with the CompanyCompany along with all Inventions and all intellectual property with respect thereto (collectively all Inventions and other intellectual property described in this paragraph, the “IP Rights”). All Executive further acknowledges that all original works of authorship that which have been or are created made by Employee Executive (solely or jointly with others) within the scope of and during the period of Employee’s Relationship his employment with the Company and that which are protectable by copyright are "“works made for hire," ” as that term is defined in the United States Copyright Act. Any This assignment is made in favor of copyright hereunder includes all rights of paternity, integrity, disclosure the Company and withdrawal, its successors-in-interest and any other rights that may be known as or referred to as “moral rights” (collectively, “Moral Rights”). To the extent such Moral Rights cannot be assigned under applicable law and assigns to the extent the following is allowed by the laws in the various countries where Moral Rights exist, Employee hereby waives such Moral Rights and consents to any action of Company that would violate such Moral Rights in the absence of such consentIP Rights.

Assignment of Intellectual Property. Employee will (i) Executive agrees that Executive will, without additional compensation, promptly make full written disclosure to the Company, and will hold in trust for the sole right and benefit of the CompanyCompany all developments, and hereby assigns to the Company, or its designee, all of Employee’s right, title and interest in and to any original works of authorship, trademarks, domain names, inventions (including the right to claim priority)inventions, concepts, know-how, improvements, processestrade secrets, methods or Proprietary Information and similar proprietary rights, whether or not patentable or registrable under copyright or similar laws that Employee were conceived after the effective date of this Agreement and related to the business of the Company, which Executive may (or have previously) solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period Term of Employee’s Relationship with the CompanyEmployment, including such intellectual property developed by Employee for the Company prior to the Effective Date (collectively referred to as "Intellectual Property") and that whether or not during regular working hours, provided they either (i) are developed using relate at the equipment, supplies, facilities time of conception or Confidential Information reduction to practice of the Companyinvention to the business of any member of the Company Group, or actual research or development of any member of the Company Group; (ii) result from or are suggested by relate to any work performed by Employee for any member of the Company, Company Group; or (iii) relate are developed through the use of equipment, supplies, or facilities of any member of the Company Group, or any Confidential Information, or in consultation with personnel of any member of the Company Group (collectively referred to as “Developments”) that are related to the Company business or to the actual or demonstrably anticipated research or development of the CompanyCompany Group. All original works of authorship Executive further acknowledges that are created all Developments made by Employee Executive (solely or jointly with others) within the scope of and during the period Term of Employee’s Relationship with the Company and that Employment are protectable by copyright are "“works made for hire," as that term is defined ” (to the greatest extent permitted by applicable law) for which Executive is, in part, compensated by Executive’s Base Salary, unless regulated otherwise by law, but that, in the United States Copyright Act. Any assignment of copyright hereunder includes event any such Development is deemed not to be a work made for hire, Executive hereby assigns to the Company, or its designee, all rights of paternityExecutive’s right, integrity, disclosure and withdrawaltitle, and interest throughout the world in and to any other rights that may be known as or referred to as “moral rights” (collectively, “Moral Rights”)such Development. To clarify this Section 9(c)(i) pertains to all intellectual property that have been conceived by the extent such Moral Rights cannot be assigned under applicable law Executive after the effective date of this Agreement and the intellectual property directly relates to the extent business of the following is allowed by the laws in the various countries where Moral Rights exist, Employee hereby waives such Moral Rights and consents to any action of Company that would violate such Moral Rights in the absence of such consentGroup.

Assignment of Intellectual Property. Employee will (i) Executive agrees that Executive will, without additional compensation, promptly make full written disclosure to the Company, and will hold in trust for the sole right and benefit of the CompanyCompany all developments, and hereby assigns to the Company, or its designee, all of Employee’s right, title and interest in and to any original works of authorship, trademarks, domain names, inventions (including the right to claim priority)inventions, concepts, know-how, improvements, processestrade secrets, methods or Proprietary Information and similar proprietary rights, whether or not patentable or registrable under copyright or similar laws that Employee were conceived after the effective date of this Agreement and related to the business of the Company Group, which Executive may (or have previously) solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period Term of Employee’s Relationship with the CompanyEmployment, including such intellectual property developed by Employee for the Company prior to the Effective Date (collectively referred to as "Intellectual Property") and that whether or not during regular working hours, provided they either (i) are developed using relate at the equipment, supplies, facilities time of conception or Confidential Information reduction to practice of the Companyinvention to the business of any member of the Company Group, or actual research or development of any member of the Company Group; (ii) result from or are suggested by relate to any work performed by Employee for any member of the Company, Company Group; or (iii) relate are developed through the use of equipment, supplies, or facilities of any member of the Company Group, or any Confidential Information, or in consultation with personnel of any member of the Company Group (collectively referred to as “Developments”) that are related to the Company business or to the actual or demonstrably anticipated research or development of the CompanyCompany Group. All original works of authorship Executive further acknowledges that are created all Developments made by Employee Executive (solely or jointly with others) within the scope of and during the period Term of Employee’s Relationship with the Company and that Employment are protectable by copyright are "“works made for hire," as that term is defined ” (to the greatest extent permitted by applicable law) for which Executive is, in part, compensated by Executive’s Base Salary, unless regulated otherwise by law, but that, in the United States Copyright Act. Any assignment of copyright hereunder includes event any such Development is deemed not to be a work made for hire, Executive hereby assigns to the Company, or its designee, all rights of paternityExecutive’s right, integrity, disclosure and withdrawaltitle, and interest throughout the world in and to any other rights that may be known as or referred to as “moral rights” (collectively, “Moral Rights”)such Development. To clarify this Section 9(c)(i) pertains to all intellectual property that have been conceived by the extent such Moral Rights cannot be assigned under applicable law Executive after the effective date of this Agreement and the intellectual property directly relates to the extent business of the following is allowed by the laws in the various countries where Moral Rights exist, Employee hereby waives such Moral Rights and consents to any action of Company that would violate such Moral Rights in the absence of such consentGroup.

Assignment of Intellectual Property. Employee I agree that I will promptly make full written disclosure to the CompanyEmployer, will hold in trust for the sole right and benefit of the CompanyEmployer, and hereby assigns assign to the CompanyEmployer, or its designee, all of Employee’s rightmy right (including moral rights), title and interest in and to any original works of authorship, trademarks, domain names, inventions (including the right to claim priority)inventions, concepts, improvements, processes, methods or Proprietary Information trade secrets, whether or not patentable or registrable under copyright or similar laws laws, that Employee I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of Employee’s Relationship with time I am in the Company, including such intellectual property developed by Employee for service of the Company prior to the Effective Date (collectively referred to as "Intellectual Property") and that (i) are developed using the equipment, supplies, facilities or Confidential Information of the Company, (ii) result from or are suggested by work performed by Employee me for the Company, or (iii) relate to the Company business or to the actual or demonstrably anticipated research or development of the CompanyCompany (collectively referred to as “Intellectual Property”). All The Intellectual Property will be the sole and exclusive property of the Employer. Nothing contained in this Agreement may be construed to reduce or limit the Employer’s rights, title, or interest in any Intellectual Property so as to be less in any respect than that Employer would have had in the absence of this Agreement. To the extent any moral rights cannot be assigned to the Employer and to the extent the following is allowed by the laws in any country where moral rights exist, I hereby unconditionally and irrevocably waive the enforcement of such moral rights, and all claims and causes of action of any kind against the Employer or related to Employer’s customers, with respect to such rights. I further acknowledge that all original works of authorship that are created made by Employee me (solely or jointly with others) within the scope of and during the period of Employee’s my Relationship with the Company and that are protectable by copyright are "“works made for hire," ” as that term is defined in the United States Copyright Act. Any assignment of copyright hereunder includes all rights of paternity, integrity, disclosure and withdrawal, and any other rights that may be known as or referred to as “moral rights” (collectively, “Moral Rights”). To the extent any Intellectual Property is not deemed to be work made for hire, then I will and hereby do assign all my right, title and interest in such Moral Rights cannot be assigned under applicable law and Intellectual Property to the extent the following is allowed by the laws Employer, except as provided in the various countries where Moral Rights exist, Employee hereby waives such Moral Rights and consents to any action of Company that would violate such Moral Rights in the absence of such consentSection 3(e).