Common use of Developments Agreement Clause in Contracts

Developments Agreement. 9.1 If at any time or times during Executive's Employment, including Executive's employment prior to the term hereof by Astratek, Executive (either alone or with others) made or makes, conceives, discovers or reduces to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data technique know-how, secret or any interest therein (whether or not patentable or registrable under copyright or similar statutes or subject to analogous protection) (herein called "Developments") that relate to the business of Company, its Affiliates including Astratek or that of any supplier or customer of Company of any of the goods and services sold, licensed or under development by the Company or result from the use of premises or personal property tangible or intangible owned, leased or contracted for by Company or its Affiliates including Astratek such Developments and the benefits thereof shall immediately become the sole and absolute property of the Company or its Affiliates and Executive shall promptly disclose to the Company (or any persons designated by it) each such Development. Executive hereby assigns any rights which Executive may have or acquire in the Developments and benefits and/or rights resulting therefrom to the Company and its assigns without further compensation and shall communicate, without cost or delay, and without publishing the same, all available information relating thereto (with all necessary plans and models to Company. 9.2 Upon disclosure of each Development to the Company, Executive will, during the Term of Employment and at any time thereafter, at the request and cost of the Company, sign, execute, make and do all such deeds, documents, acts and things as the Company or its Affiliates and its duly authorized agents may reasonably require: (i) to apply for, obtain and vest in the name of the Company or its Affiliates alone (unless the Company otherwise directs) letters patent, copyrights or other analogous or other forms of intellectual property protection in any country throughout the world and when so obtained or vested to renew and restore the same; and (ii) to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyright, or other analogous protection or other forms of intellectual property protection. In the event the Company or its Affiliates is unable, after reasonable effort, to secure Executive's signature on a letters patent, copyright or other analogous or other forms of intellectual property protection relating to a Development, whether because of Executive's physical or mental incapacity or for any other reason whatsoever, Executive hereby irrevocably designates and appoints Company and its duly authorized officers and agents as Executive's agent and attorney-in-fact, to act for and in Executive's behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright or other analogous protection thereon with the same legal force and effect as if executed by Executive. 9.3 Executive understands that the Developments including, but not limited to, those identified in the pages, if any, attached hereto which Executive can demonstrate to the satisfaction of the Company or its Affiliates were made or conceived prior to Employment by Company, or by Astratek prior to the Merger, are excluded from this Agreement. Executive understands that it may have to list a short description and is only necessary to list the title and purpose of such Developments. 9.4 To the maximum extent permitted by law, all written material or material committed to a fixed form and components thereof, prepared in the course of Executive's employment with Company and its Affiliates, or prior to the Commencement Date while Executive was an Employee of Astratek, including rough drafts and other materials created in the developmental stages of preparation of finished materials shall be regarded as "works for hire" for Company. Executive agrees that all such materials and components thereof as described, may be used by Company without additional compensation to Executive and that Company shall have the right to change any such materials. Executive furthermore assigns all rights, title and interest in and to all said materials and components thereof, as aforedescribed, including all worldwide copyright rights including any renewals or extensions available thereon, and agrees to execute whatever powers of Attorney, or other documents which Company deems necessary or advisable to apply for obtain, or maintain such copyright protection or to otherwise better enjoy the rights granted in this Section.

Developments Agreement. 9.1 (a) If at any time or times during Executive's my Employment, including Executive's employment prior to the term hereof by Astratek, Executive I shall (either alone or with others) made make, conceive, discover or makes, conceives, discovers or reduces reduce to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data technique data, technique, know-how, secret or any interest therein (whether or not patentable or registrable under copyright or similar statutes or subject to analogous protection) (herein called "Developments") that relate to the business of Company, its Affiliates including Astratek the Company or that of any supplier relate to software provided by suppliers to the Company and incorporated in the Company's products, or customer of Company of any of the goods and services sold, licensed or under development by the Company or result from the use of premises or personal property tangible or intangible owned, leased or contracted for by the Company or its Affiliates including Astratek such Developments and the benefits thereof shall immediately become the sole and absolute property of the Company or and its Affiliates assigns, and Executive I shall promptly disclose to the Company (or any persons designated by it) each such Development. Executive Development and hereby assigns assign any rights which Executive I may have or acquire in the Developments and benefits and/or rights resulting therefrom to the Company and its assigns without further compensation and shall communicate, without cost or delay, and without publishing the same, all available information relating thereto (with all necessary plans and models models) to the Company. 9.2 (b) Upon disclosure of each Development to the Company, Executive I will, during the Term of my Employment and at any time thereafter, at the request and cost of the Company, sign, execute, make and do all such deeds, documents, acts and things as the Company or its Affiliates and its duly authorized agents may reasonably require: (i) to apply for, obtain and vest in the name of the Company or its Affiliates alone (unless the Company otherwise directs) letters patent, copyrights or other analogous or other forms of intellectual property protection in any country throughout the world and when so obtained or vested to renew and restore the same; and (ii) to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyright, copyright or other analogous protection or other forms of intellectual property protection. In the event the Company or its Affiliates is unable, after reasonable effort, to secure Executive's my signature on a any letters patent, copyright or other analogous or other forms of intellectual property protection relating to a Development, whether because of Executive's my physical or mental incapacity or for any other reason whatsoever, Executive I hereby irrevocably designates designate and appoints appoint the Company and its duly authorized officers and agents as Executive's my agent and attorney-in-fact, to act for and in Executive's my behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright or other analogous protection thereon with the same legal force and effect as if executed by Executiveme. 9.3 Executive understands (c) I understand that the Developments including, but not limited to, those identified in the pages, if any, attached hereto hereto, which Executive I can demonstrate to the satisfaction of the Company or its Affiliates were that I have made or conceived prior to my Employment by Company, or by Astratek prior to the Merger, Company are excluded from this Agreement. Executive understands I understand that it may have to list a short description and is only necessary to list the title and purpose of such DevelopmentsDevelopments but not details thereof. 9.4 To the maximum extent permitted by law, all written material or material committed to a fixed form and components thereof, prepared in the course of Executive's employment with Company and its Affiliates, or prior to the Commencement Date while Executive was an Employee of Astratek, including rough drafts and other materials created in the developmental stages of preparation of finished materials shall be regarded as "works for hire" for Company. Executive agrees that all such materials and components thereof as described, may be used by Company without additional compensation to Executive and that Company shall have the right to change any such materials. Executive furthermore assigns all rights, title and interest in and to all said materials and components thereof, as aforedescribed, including all worldwide copyright rights including any renewals or extensions available thereon, and agrees to execute whatever powers of Attorney, or other documents which Company deems necessary or advisable to apply for obtain, or maintain such copyright protection or to otherwise better enjoy the rights granted in this Section.

Developments Agreement. 9.1 9.1. If at any time or times during Executive's Employment, including Executive's employment by Big prior to the term hereof by AstratekMerger, Executive (either alone or with others) made or makes, conceives, discovers or reduces to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data technique know-how, secret or any interest therein (whether or not patentable or registrable under copyright or similar statutes or subject to analogous protection) (herein called "Developments") that relate to the business of the Company, its Affiliates including Astratek Affiliates, or that of any supplier or customer of the Company of with respect to any of the goods and services sold, licensed or under development by the Company Company, or result from the use of premises or personal property property, tangible or intangible intangible, owned, leased or contracted for by the Company or its Affiliates including Astratek Affiliates, such Developments and the benefits thereof shall immediately become the sole and absolute property of the Company or its Affiliates Affiliates, and Executive shall promptly disclose to the Company (or any persons designated by it) each such Development. Executive hereby assigns any rights which Executive may have or acquire in the Developments and benefits and/or rights resulting therefrom to the Company and its assigns without further compensation and shall communicate, without cost or delay, and without publishing the same, all available information relating thereto (with all necessary plans and models models) to the Company. 9.2 9.2. Upon disclosure of each Development to the Company, Executive will, during the Term of Employment and at any time within two years thereafter, at the request and cost of the Company, sign, execute, make and do all such deeds, documents, acts and things as the Company or its Affiliates and its duly authorized agents may reasonably require: (i) to apply for, obtain and vest in the name of the Company or its Affiliates alone (unless the Company otherwise directs) letters patent, copyrights or other analogous or other forms of intellectual property protection in any country throughout the world and when so obtained or vested to renew and restore the same; and (ii) to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyright, or other analogous protection protection, or other forms of intellectual property protection. In the event the Company or its Affiliates is unable, after reasonable effort, to secure Executive's signature on a letters patent, copyright or other analogous or other forms form of intellectual property protection relating to a Development, whether because of Executive's physical or mental incapacity or for any other reason whatsoever, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive's agent and attorney-in-fact, to act for and in Executive's behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright or other analogous protection thereon with the same legal force and effect as if executed by Executive. 9.3 9.3. Executive understands that the Developments including, but not limited to, those identified in the pages, if any, attached hereto which Executive can demonstrate to the satisfaction of the Company or its Affiliates were made or conceived prior to Employment by Company, the Company or by Astratek prior to the MergerBig, are excluded from this Agreement. Executive understands that it he may have to list provide a short description of such excepted Developments and is only necessary that it may not be sufficient to list the title and purpose of such Developments. 9.4 9.4. To the maximum extent permitted by law, all written material or material committed to a fixed form and components thereof, prepared in the course of Executive's employment with Company and its Affiliates, or prior to the Commencement Date while Executive was an Employee employee of AstratekBig, including rough drafts and other materials created in the developmental stages of preparation of finished materials materials, shall be regarded as "works for hire" for the Company. Executive agrees that all such materials and components thereof as described, may be used by the Company without additional compensation to Executive and that the Company shall have the right to change any such materials. Executive furthermore assigns all rights, title and interest in and to all said materials and components thereof, as aforedescribed, including all worldwide copyright rights including any renewals or extensions available thereon, and agrees to execute whatever powers Powers of Attorney, or other documents which the Company deems necessary or advisable to apply for to obtain, or maintain maintain, such copyright protection or to otherwise better enjoy the rights granted in this SectionSection 9.