Intellectual Property Development. If, during the Executive’s employment by the Company, the Executive creates any original work of authorship fixed in any tangible medium of expression which is the subject matter of copyright (such as videotapes, written presentations on acquisitions, computer programs, drawings, maps, architectural renditions, models, manuals, brochures, or the like) relating to the Executive’s business, products, or services, whether such work is created solely by the Executive or jointly with others (whether during business hours or otherwise and whether on the Employer’s premises or otherwise), the Executive shall disclose such work to the Company. The Company shall be deemed the author of such work if the work is prepared by the Executive in the scope of the Executive’s employment; or, if the work is not prepared by the Executive within the scope of the Executive’s employment but is specially ordered by the Company as a contribution to a collective work, as a part of an audio-visual work, as a translation, as a supplementary work, as a compilation, or as an instructional text, then the work shall be considered to be work made for hire and the Company shall be the author of the work. If such work relating to the Company’s business is neither prepared by the Executive within the scope of the Executive’s employment nor a work specially ordered and is deemed to be a work made for hire, then the Executive hereby agrees to assign, and by these presents does assign, to the Company all of the Executive’s worldwide right, title, and interest in and to such work and all rights of copyright therein. If such work has no relation to the Company’s business, then the title and rights of copyright related thereto will belong to the Executive.
Intellectual Property Development. MassMutual is authorized to develop on behalf of the Companies the following property, provided, however, that any such development will first be proposed to, and approved by, the applicable Company:
Intellectual Property Development. GRDG Sciences, LLC shall not be obligated to contribute the items identified on Exhibit B hereto (including any patents, trademarks, copyrights, already applied for), and the Company shall not be entitled to any royalties or other payments from those items. Upon the execution of this Agreement, any Intellectual Property (i) which has been developed by GRDG Sciences, LLC and presented to, approved of, and funded by the Board, on or subsequent to August 1, 2020; or (ii) which are to be developed by GRDG Sciences, LLC during the term of this Agreement and presented to, approved of, and funded by the Board, shall become the property of the Company. The management of GRDG Sciences, LLC shall execute such agreements, instruments, affidavits and certifications as shall be necessary and proper to assign, transfer, convey and deliver to the Company all of its right, title, interest and ownership in such Intellectual Property, and such agreements, instruments, affidavits and certifications as shall be necessary for the Company to maintain its right, title, interest and ownership during the life thereof. Should the Board affirmatively decide not to pursue the development and/or commercialization of any new project, discovery or invention presented by GRDG Sciences, LLC, then the Board shall provide GRDG Sciences, LLC with a written notification thereof within thirty (30) calendar days of such decision, and GRDG Sciences, LLC shall be free to develop, market, commercialize and sell the Intellectual Property for its own benefit, free from any payment or other claim from the Company. GRDG Sciences, LLC shall keep the Board apprised of its research and development on a weekly basis. The Company shall retain any and all Intellectual Property that it shall acquire from GRDG Sciences, LLC, including in the event of the termination of this Agreement.
Intellectual Property Development. Program Manager shall be responsible for obtaining and evaluating trademark conflict searches, as well as preparing and filing trademark applications at it own cost and expense.
Intellectual Property Development. All Development Technology and any improvements to such technology, including Enhancements, which are created during the Term, and related Intellectual Property, shall be owned by AL2 in perpetuity. In the event that any of the parties hereto (a "Holding Party") is at the Effective Date in possession or otherwise has the right to Intellectual Property or Enhancements that such party is contractually prohibited from licensing to AL2, the other party shall have the right to develop or otherwise acquire an alternative to such Intellectual Property or Enhancements. If any such other party shall develop or otherwise acquire such alternative, such party shall offer such Intellectual Property or Enhancements to AL2 and the other party and negotiate with the Holding Party in good faith an appropriate allocation and reimbursement of all development or acquisition costs associated with such alternative. Specifically and without limitation, ReSound is currently engaged in developing a [*] technology that could be used advantageously in conjunction with the Business and ReSound shall license this technology to Danavox and AL2 so long as Danavox reimburses ReSound for the allocable development or acquisition cost, which allocable fair share would be determined according to the above-referenced good faith negotiations. In the event that any of the parties hereto during the Term is in a position to acquire (the "Acquiring Party") Intellectual Property or Enhancements relating to the Base DSP Technology or Full DSP Technology, the Acquiring Party shall use its best efforts to acquire such rights for AL2. If such rights cannot be acquired for AL2 and the Acquiring Party otherwise acquires such Intellectual Property or Enhancements, the Acquiring Party shall use its best efforts to sublicense such Intellectual Property or Enhancements to AL2. If the Acquiring Party is contractually prohibited from sublicensing such Intellectual Property or Enhancements to AL2, the other parties hereto shall have the right to develop or otherwise acquire an alternative to such Intellectual Property or Enhancements. If any such other party shall develop or otherwise acquire such alternative, such party shall offer such Intellectual Property or Enhancement to AL2 and the other party and to negotiate with the Acquiring Party in good faith an appropriate allocation and reimbursement of all development or acquisition costs associated with such alternative. In the event that the Holding Party or t...
Intellectual Property Development. To the extent that any Intellectual Property used or that has been developed for use in the SPG has been developed or created independently or jointly by any Person other than the Company or any of its Subsidiaries for which the Company or any of its Subsidiaries has, directly or indirectly, provided consideration for such development or creation, the Company or such Subsidiary, as the case may be, has obtained ownership of, and is the exclusive owner by operation of law or by valid assignment of, all such Intellectual Property that is material to the SPG.
Intellectual Property Development. To the extent that any material Intellectual Property has been developed or created independently or jointly by any Person other than the Company or any of its Subsidiaries for which the Company or any of its Subsidiaries has, directly or indirectly, provided consideration for such development or creation, the Company or such Subsidiary, as the case may be, has a written agreement with such Person with respect thereto, and the Company or such Subsidiary, as the case may be, thereby has obtained ownership of, and is the exclusive owner of, all such Intellectual Property therein and associated Intellectual Property Rights by operation of law or by valid assignment, and has required the waiver of all non-assignable rights, including all author or moral rights to the maximum extent permitted by applicable Legal Requirements.
Intellectual Property Development. Throughout the Term, VlaueClick shall use its best efforts to continually develop, improve and enhance the POD, the Intellectual Property and any Modifications to the foregoing licensed or purchased hereunder so that such items are the "state of the art" in the Internet Advertising Field.
Intellectual Property Development. All Development Technology and any improvements to such technology, including Enhancements, which are created during the Term, and related Intellectual Property, shall be owned by AL2 in perpetuity. In the event that any of the parties hereto (a "Holding Party") is at the Effective Date in possession or otherwise has the right to Intellectual Property or Enhancements that such party is contractually prohibited from licensing to AL2, the other party shall have the right to develop or otherwise acquire an alternative to such Intellectual Property or Enhancements. [*] The Development Technology, Enhancements, improvements and related Intellectual Property comprised of unpatented trade secrets shall be Confidential Information (as defined in Article VII hereto) of ReSound and Danavox. * CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Intellectual Property Development
