Developments. The Executive agrees that all discoveries, inventions, processes, methods and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or products, whether patentable or subject to copyright protection and whether or not reduced to practice, during the period of the Executive's employment with the Company ("Developments"), shall be the sole property of the Company. The Executive agrees to, and hereby does, assign to the Company all of the Executive's right, title and interest throughout the world in and to all Developments. The Executive agrees that such Developments shall constitute works made for hire under the copyright laws of the United States and hereby assigns to the Company all copyrights, patents and other proprietary rights the Executive may have in such Developments. The Executive shall make and maintain adequate and current written records of all Developments, and the Executive shall disclose all developments promptly, fully and in writing to the Company promptly after development of the same, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of any and all confidential information or Developments which the Executive claims as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developments.
Appears in 16 contracts
Samples: Executive Employment Agreement (Thomson Corp), Executive Employment Agreement (Thomson Corp), Executive Employment Agreement (Thomson Corp)
Developments. The Executive agrees that the Company shall own all discoveriesright, title and interest (including patent rights, copyrights, trade secret rights and other rights throughout the world) in any inventions, processesworks of authorship, methods and improvements, conceived, developed ideas or otherwise information made by the Executive at any time, alone or with others in any way relating to the Company's present conceived or future business or products, whether patentable or subject to copyright protection and whether or not reduced to practice, in whole or in part, by the Executive (either alone or with others) during the period Employment Term (collectively “Developments”); provided, that the Company shall not own any of the Executive's employment with foregoing (which shall not constitute “Developments”) for which no equipment, supplies, facility or trade secret information of the Company Group was used and which were developed entirely on the Executive’s time, and ("Developments")x) which do not relate (A) to the business of the Company Group or (B) to the Company Group’s actual or demonstrably anticipated research or development, shall be or (y) which do not result from any work performed by the sole property Executive for the Company Group. Subject to the foregoing, the Executive will promptly and fully disclose to the Company, or any persons designated by it, any and all Developments made or conceived or reduced to practice or learned by the Executive, either alone or jointly with others during the Employment Term. The Executive hereby assigns all right, title and interest in and to any and all of these Developments to the Company. The Executive agrees toshall further assist the Company, at the Company’s expense, to further evidence, record and perfect such assignments, and hereby doesto perfect, assign obtain, maintain, enforce, and defend any rights specified to the Company all of the Executive's right, title and interest throughout the world in and to all Developmentsbe so owned or assigned. The Executive agrees hereby irrevocably designates and appoints the Company and its agents as attorneys-in-fact to act for and on the Executive’s behalf to execute and file any document and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by the Executive. In addition, and not in contravention of any of the foregoing, the Executive acknowledges that such Developments shall constitute all original works of authorship which are made by him (solely or jointly with others) within the scope of employment and which are protectable by copyright are “works made for hire under the copyright laws of hire,” as that term is defined in the United States and hereby assigns to the Company all copyrightsCopyright Act (17 USCA, patents and other proprietary rights § 101). The obligations of the Executive may have in such Developments. The Executive described herein shall make and maintain adequate and current written records of all Developments, and continue beyond the Executive shall disclose all developments promptly, fully and in writing to the Company promptly after development conclusion of the sameEmployment Term with respect to inventions, and at any time upon requestdiscoveries, providedimprovements or copyrightable works initiated, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of any and all confidential information conceived or Developments which the Executive claims as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by during the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or DevelopmentsEmployment Term.
Appears in 3 contracts
Samples: Employment Agreement (Sra International, Inc.), Separation Agreement and Release (Sra International, Inc.), Separation Agreement and Release
Developments. The Executive agrees that Employee will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, enhancements, processes, methods methods, techniques, developments, software, and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or productsworks of authorship, whether patentable or subject not, which are created, made, conceived or reduced to copyright protection and practice by him/her or under his direction or jointly with others during his employment by the Company, whether or not reduced to practice, during normal working hours or on the period premises of the Executive's employment with the Company ("all of which are collectively referred to in this Agreement as “Developments"”), shall be the sole property of the Company. The Executive Employee agrees to, to assign and does hereby does, assign to the Company (or any person or entity designated by the Company) all of the Executive's his right, title and interest throughout the world in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, this paragraph 3(b) shall not apply to Developments which do not relate to the business or research and development conducted or planned to be conducted by the Company at the time such Development is created, made, conceived or reduced to practice and which are made and conceived by the Employee not during normal working hours, not on the Company’s premises and not using the Company’s tools, devices, equipment or Proprietary Information. The Employee understands that, to the extent this Agreement shall be construed in accordance with the laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph 3(b) shall be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classes. The Employee also hereby waives all claims to moral rights in any Developments. The Executive Employee agrees that such Developments shall constitute works made for hire under to cooperate fully with the copyright laws of Company, both during and after his employment with the United States and hereby assigns Company, with respect to the Company all procurement, maintenance and enforcement of copyrights, patents and other proprietary intellectual property rights (both in the Executive may have in such United States and foreign countries) relating to Developments. The Executive Employee shall make sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and maintain adequate powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and current written records interests in any Development. The Employee further agrees that if the Company is unable, after reasonable effort, to secure the signature of all Developmentsthe Employee on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Employee, and the Executive shall disclose all developments promptly, fully Employee hereby irrevocably designates and in writing to appoints each executive officer of the Company promptly after development of the sameas his agent and attorney-in-fact to execute any such papers on his behalf, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of take any and all confidential information or Developments which the Executive claims actions as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers may deem necessary or advisable desirable in order to secure protect its rights hereunder and to carry out interests in any Development, under the intent of conditions described in this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developmentssentence.
Appears in 1 contract
Developments. The Executive Consultant agrees that any and all discoveries, inventions, processes, methods and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or products, whether patentable or subject to copyright protection and whether or not reduced to practice, during the period of the Executive's employment with the Company Developments ("Developments"), as defined below) shall be the sole and exclusive property of the Company. The Executive agrees to, and Consultant hereby does, assign irrevocably assigns to the Company all of the Executive's Consultant’s worldwide right, title and interest throughout the world in and to all any ideas, concepts, processes, discoveries, developments, formulae, information, materials, improvements, designs, artwork, content, software programs, other copyrightable works, and any other work product created, conceived, reduced to practice or developed by Consultant (whether alone or jointly with others) (i) in the course of performing the Services hereunder, and/or (ii) based on any information received by Consultant from Company (each, a “Development” and together, the “Developments”), in each case, whether before the Effective Date or during the Term of this Agreement. The Executive agrees that such Developments shall constitute works Each copyrightable work, to the extent permitted by law, will be considered a work made for hire under and the authorship and copyright laws of the United States work shall be in Company’s name. Consultant agrees to hold all Developments confidential in accordance with Section 4 of this Agreement. Consultant shall promptly disclose to Company each Development. Consultant agrees that, upon Company’s request, it will provide Company (or anyone it designates) with all reasonable assistance and hereby assigns cooperation, and execute documents and take such further actions to confirm and enforce Company’s right, title and interest in and to the Company all copyrights, patents and other proprietary rights the Executive may have in such Developments. The Executive shall make and maintain adequate and current written records of all Developments, and to enable Company to maintain, perfect, and/or enforce Company’s rights in the Executive shall disclose all developments promptlyDevelopments, fully and in writing to the Company promptly after development of the sameincluding, and at any time upon requestwithout limitation, provided, however, that developments excluded under the following paragraph shall be received by the assisting Company in confidence. The Executive has informed recording, prosecuting, renewing and/or registering its right, title and interest in the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any informationDevelopments, and the Executive has also informed the Company in writing of including any and all confidential information intellectual property rights, all at Company’s cost and expense. If for any reason Consultant’s interest in a Development is subordinate to another party’s interest, or if Consultant’s interest in such Development has been released to another party pursuant to a contract or governmental regulation, Consultant agrees to notify Company and take whatever steps Company deems necessary to convert or transfer such third party’s interest in such Development to Consultant for subsequent transfer to Company under the terms of this Agreement. Furthermore, if for any reason Company is unable to obtain Consultant’s execution of any document necessary to prepare, file, and/or prosecute such applications, Consultant hereby appoints Company as Consultant’s attorney-in-fact exclusively for the purpose of executing any such documents as may be reasonably necessary to prepare, file, and/or prosecute such applications. Consultant retains no rights to use the Developments which and agrees not to challenge the Executive claims as his own and intends to exclude from validity of Company’s ownership of the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement Developments. Company shall determine inventorship of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's in accordance with applicable intellectual property or facilities, (b) which does law and shall not make be obligated to list Consultant as an inventor on patent filings with respect to any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or DevelopmentsDevelopment.
Appears in 1 contract
Developments. The Executive agrees that the Company shall own all discoveriesright, title and interest (including patent rights, copyrights, trade secret rights and other rights throughout the world) in any inventions, processesworks of authorship, methods and improvementsideas or information made or conceived or reduced to practice, conceivedin whole or in part, developed or otherwise made by the Executive at any time, (either alone or with others in others) during the Employment Period (collectively "Developments"); provided that the Company shall not own Developments for which no equipment, supplies, facility or trade secret information of the Company or any way relating of its affiliates was used and which were developed entirely on the Executive's time, and (i) which do not relate (A) to the business of the Company or its affiliates or (B) to the Company's present or future business its affiliates' actual or productsdemonstrably anticipated research or development, whether patentable or subject (ii) which do not result from any work performed by the Executive for the Company or its affiliates. Subject to copyright protection the foregoing, the Executive will promptly and whether fully disclose to the Company, or not any persons designated by it, any and all Developments made or conceived or reduced to practicepractice or learned by the Executive, either alone or jointly with others during the period Employment Period. The Executive hereby assigns all right, title and interest in and to any and all of the Executive's employment with the Company ("Developments"), shall be the sole property of these Developments to the Company. The Executive agrees to, and hereby does, assign to the Company all of the Executive's right, title and interest throughout the world in and to all Developments. The Executive agrees that such Developments shall constitute works made for hire under the copyright laws of the United States and hereby assigns to the Company all copyrights, patents and other proprietary rights the Executive may have in such Developments. The Executive shall make and maintain adequate and current written records of all Developments, and the Executive shall disclose all developments promptly, fully and in writing to the Company promptly after development of the same, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of any and all confidential information or Developments which the Executive claims as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by further assist the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights specified to be so owned or assigned. The Executive hereby irrevocably designates and appoints the Company and its agents as attorneys-in-fact to act for and on the Executive's behalf to execute and file any document and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by the Executive. In addition, and not in contravention of any of the foregoing, the Executive shall execute acknowledges that all documents original works of authorship which are made by him (solely or jointly with others) within the scope of his employment and perform all lawful acts which are protectable by copyright are "works made for hire," as that term is defined in the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this United States Copyright Act (17 USCA, Section 5(D101). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developments.
Appears in 1 contract
Developments. (a) The Executive Employee agrees that to immediately communicate to the Board of Directors of the Corporation or to such other individual the Board of Directors may designate, a full and complete disclosure of each Development (as defined in subsection (e) below) conceived, made, or otherwise developed by the Employee prior to December 31, 1992 during the term of his employment hereunder and during the two (2) year covenant period per paragraph 14., whether solely or jointly with others, and whether or not while actually engaged in performing work for the Corporation. (b) The Employee agrees to assign and transfer to the Corporation, without any separate remuneration or compensation, his entire right, title and interest in and to all discoveriesDevelopments and any United States and foreign patent, inventions, processes, methods copyright and improvementsany other proprietary rights in and respect to all such Developments, conceived, developed made or otherwise made developed by the Executive at Employee after December 31, 1992 and during the term of his employment hereunder, whether a full or partial interest, and whether or not while engaged in performing work for the Corporation. The Employee understands and agrees that the Corporation will determine, in its sole and absolute discretion, whether an application for a copyright, patent or other proprietary right registration will be filed on the Employee's Development and whether any timesuch application will be abandoned prior to issuance of a patent, alone copyright or with others other proprietary right registration. (c) The Employee shall take such action including, but not limited to, execution, acknowledgment, delivery and assistance in preparation of documentation as may reasonably be requested by the Corporation for the Implementation or continuing performance of subsection 17. (b) of this Agreement. Without limiting the generality of the foregoing, the Employee shall execute, acknowledge, deliver and assist in preparing such instrument of conveyance, patent or copyright application, or assignment or further assurance as the Corporation may reasonably request, to evidence, transfer, vest and confirm the right, title and interest transferred or granted or to be transferred or granted to the Corporation under subsection 17. (b) of this Agreement. The Employee shall not contest the validity of any patent, copyright or other proprietary right, either United States or foreign, which is transferred, conveyed, granted, vested or otherwise assured to the Corporation for concepts or inventions conceived or invented after December 85 31, 1992, or while an Employee, to which the Employee made any contribution or in which the Employee participated in any way, and shall not assist any other party in any way relating to contest the Company's present validity of such patent, copyright, or future business proprietary right. (d) The Employee has prepared and attached hereto as Exhibit "A" a list of all inventions, developments, patent applications and patents that were made, developed, conceived or productsfirst reduced to practice by the Employee prior to December 31, 1992 and the commencement of the term of his employment hereunder that are subject to prior agreements or that the Employee desires to exclude from this Agreement. If no such list is attached, the Employee represents and warrants that there are no such inventions, developments, patent applications or patents. (e) "Developments" means (1) any invention, discovery, concept or idea, whether or not patentable; (2) any writing, drawing, design or other creative expression, whether or not copyright or trademark applications are filed thereon; (3) any computer program, discovery, idea, device, process, design, development, improvement, conception, concept, application, technique or know-how; or (4) any other invention, whether patentable or subject to copyright protection copyrightable, and whether or not reduced to practice, during and, with respect to all of items (1) through (4) of this subsection (e) , that is (a) within the period scope of the ExecutiveCorporation's business, research or investigation; (b) results from or is suggested by any work performed by the Employee for Corporation and related to the business of the Employee's employment with the Company ("Developments")Corporation or under the Employee's direction, shall be whether or not it is made or discovered, conceived, made or discovered during normal working hours or on the sole property premises of the Company. The Executive agrees to, and hereby does, assign to the Company all of the Executive's right, title and interest throughout the world in and to all Developments. The Executive agrees that such Developments shall constitute works made for hire under the copyright laws of the United States and hereby assigns to the Company all copyrights, patents and other proprietary rights the Executive may have in such Developments. The Executive shall make and maintain adequate and current written records of all Developments, and the Executive shall disclose all developments promptly, fully and in writing to the Company promptly after development of the same, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of any and all confidential information Corporation; or Developments which the Executive claims as his own and intends to exclude (c) results from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the CompanyCorporation's property or facilities, (b) which does equipment, property, or other assets. Developments shall include, but not make any use of confidential informationbe limited to articles, (c) which is developed by processes, methods, formulas, systems, computer source codes and techniques as well as improvements thereof and know-how related thereto. All developments are the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request property of the Company (and at Corporation with the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Section 5(D). At any time upon the request exception of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developments"Literary Rights" as defined in Section 19. 18.
Appears in 1 contract
Developments. The Executive agrees that all discoveries, inventions, processes, methods and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or products, whether patentable or subject to copyright protection and whether or not reduced to practice, during the period of the Executive's employment with the Company ("Developments"), Developments shall be the sole and exclusive property of the Company. The Executive agrees to, and hereby does, assign to the Company Company, without any further consideration, all of the Executive's ’s right, title and interest throughout the world in and to all Developments. The Executive agrees that all such Developments shall that are copyrightable may constitute works made for hire under the copyright laws of the United States and, as such, acknowledges that the Company is the author of such Developments and owns all of the rights comprised in the copyright of such Developments. The Executive hereby assigns to the Company without any further consideration, and at the Company’s sole expense, all copyrights, patents of the rights comprised in the copyright and other proprietary rights the Executive may have in any such DevelopmentsDevelopment to the extent that it might not be considered a work made for hire. The Executive shall make and maintain adequate and current written records of all Developments, Developments and the Executive shall disclose all developments Developments promptly, fully and in writing to the Company promptly after development of the same, and at any time upon request, provided, however, that developments excluded under the following paragraph . This Section 6.D shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations not apply to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of any and all confidential information Developments that were solely or Developments which the Executive claims as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed jointly made by the Executive prior to employment with the commencement of his employment by Company (collectively referred to here as “Prior Inventions”), which are listed and described in Exhibit 1 to this Agreement, and are not assigned to the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made If no such list is attached, Executive represents that there are no Prior Inventions. If Executive has incorporated a Prior Invention owned by the Executive (a) or in which is developed by the Executive without the use has an interest into a product or service of the Company's property , then the Company is granted and will have a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to any and all rights, including without limitation, to make, use, sell, offer for sale, import, copy, distribute or facilitiesotherwise make available, modify, prepare derivative work of the Prior Invention, including the right to sublicense and assign all use rights in connection with such product or service. Additionally, the Executive understands that nothing in this Agreement shall require the Executive to assign any inventions to the Company that (bi) which does not make any use of confidential informationis made, (c) which is developed conceived and reduced to practice entirely by the Executive Executive, entirely on his the Executive’s own time, and (d) which does not relate to the Company's business without use of any facilities, equipment, resources or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Section 5(D). At any time upon the request Confidential Information of the Company, (ii) is not related or applicable to the then current or demonstrably anticipated business or research and development of the Company, and (iii) did not result from any work performed by the Executive shall return promptly to the Company all for the Company's property, including all copies of all confidential information or Developments.as provided by California Labor Code Section 2870 which reads as follows:
Appears in 1 contract
Samples: Separation and Clawback Agreement (Diamond Foods Inc)
