Invention Assignment. (i) Each Seller agrees that all inventions, modifications, innovations, discoveries or other developments related directly or indirectly to the Company's business (collectively "Inventions") made by such Seller while employed by the Company prior to or after the Closing shall be the property of the Company and that the Company shall have the exclusive proprietary rights and ownership in them. (ii) Each Seller will make full and prompt disclosure to the Company of all Inventions, which are created, made, conceived or reduced to practice by such Seller or jointly with others while employed by the Company prior to or after the Closing, whether or not during normal working hours or on the premises of the Company, subject to California Labor Code Section 2870 to the extent applicable. (iii) Each Seller agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of such Seller's right, title and interest in and to all Inventions and all related patents, patent applications, copyrights and copyright applications. This Section 8.2(a) shall not apply to Inventions which do not relate to the present or planned business or research and development of the Company and which are made and conceived by such Seller not during normal working hours, not on the Company's premises and not using the Company's tools, devices, equipment or Confidential Information. Each Seller understands that, to the extent this Agreement shall be construed in accordance with the laws of any state (such as California Labor Code Section 2870 to the extent applicable) which precludes a requirement in any agreement to assign certain classes of Inventions, this Section 8.2(a) shall be interpreted not to apply to any Invention which a court rules and/or the Company agrees falls within such classes. Each Seller also hereby waives all claims to moral or equitable rights in any Inventions. (iv) Each Seller agrees to cooperate fully with the Company, at the Company's sole expense, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Inventions. Each Seller shall, at the Company's expense, sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which are reasonably necessary or desirable in order to protect the Company's rights and interests in any Invention. Each Seller further agrees that if the Company is unable, after reasonable effort, to secure the signature of such Seller 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 such Seller, and such Seller hereby irrevocably designates and appoints each executive officer of the Company as such Seller's agent and attorney-in-fact to execute any such papers on such Seller's behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interest in any Invention, under the conditions described in this sentence. (v) So long as TransMedica, Inc. and its affiliates are not engaged in the present or planned business or research and development of the Company from time to time, Buyer and the Company acknowledge that ▇▇▇▇ ▇▇▇▇▇▇'▇ work for such entities shall not constitute a violation of this Section 8.2(a).
Appears in 1 contract
Invention Assignment. (ia) Each Seller The Executive agrees that the Company will have exclusive ownership in all inventions, modifications, innovations, discoveries Inventions which are used in or other developments related directly or indirectly relate to the Company's ’s business (collectively "Inventions") made by such Seller while employed by and which the Executive conceives of or makes for the Company prior to or after its subsidiaries or affiliates during the Closing shall be the property of Executive’s employment with the Company and that the Company shall have Executive will promptly disclose the exclusive proprietary rights and ownership in them.
(ii) Each Seller will make full and prompt disclosure Inventions to the Company of all Inventions, which are created, made, conceived or reduced to practice by such Seller or jointly with others while employed by in writing. This will be the Company prior to or after the Closingcase, whether or not an Invention is: (i) capable of being protected by copyright, patent, industrial design, trade ▇▇▇▇ or other similar legal protection, (ii) conceived or made by the Executive during normal or outside his or her regular working hours, or (iii) conceived or made by the Executive alone or jointly with others. However, it is acknowledged and agreed that this paragraph will not apply to any Invention developed by the Executive outside his or her regular working hours or on if such Invention: (i) was not within the premises scope of the Executive’s employment duties, (ii) was developed without the use of Confidential Information, and (iii) was developed without the use of any of the Company, subject to California Labor Code Section 2870 to the extent applicable’s corporate resources.
(iiib) Each Seller agrees to assign The Executive hereby assigns and does hereby will assign to the Company (or any person or entity designated by the Company) all of such Seller's rightrights, title and interest may now or in the future have in and to all the Inventions and all related patents, patent applications, copyrights and copyright applications. This Section 8.2(a) shall not apply to Inventions which do not relate to the present waives his or planned business or research and development of the Company and which are made and conceived by such Seller not during normal working hours, not on the Company's premises and not using the Company's tools, devices, equipment or Confidential Information. Each Seller understands that, to the extent this Agreement shall be construed in accordance with the laws of any state (such as California Labor Code Section 2870 to the extent applicable) which precludes a requirement in any agreement to assign certain classes of Inventions, this Section 8.2(a) shall be interpreted not to apply her moral rights to any Invention which a court rules and/or and all copyrights subsisting in the Company agrees falls within such classesInventions. Each Seller also hereby waives all claims to moral or equitable rights in any Inventions.
(iv) Each Seller agrees to cooperate fully with If required by the Company, at the Company's sole expense, with respect to the procurement, maintenance and enforcement of copyrights, patents and Executive will sign any applications or other intellectual property rights (both in the United States and foreign countries) relating to Inventions. Each Seller shall, at the Company's expense, sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which are reasonably necessary or desirable in order to protect the Company's rights and interests in any Invention. Each Seller further agrees that if the Company is unable, after reasonable effort, to secure the signature of such Seller 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 such Seller, and such Seller hereby irrevocably designates and appoints each executive officer of the Company as such Seller's agent and attorney-in-fact to execute any such papers on such Seller's behalf, and to take any and all actions as documents the Company may deem necessary reasonably request: (i) to obtain or desirable in order to protect its rights and interest in any Inventionmaintain patent, under the conditions described in this sentence.
(v) So long as TransMedicacopyright, Inc. and its affiliates are not engaged in the present or planned business or research and development of the Company from time to timeindustrial design, Buyer and the Company acknowledge that trade ▇▇▇▇ ▇▇▇▇▇▇'▇ work or other similar protection for the Inventions, (ii) to transfer ownership of the Inventions to the Company, and (iii) to assist the Company in any proceeding necessary to protect and preserve the Inventions. The Company will pay for all expenses associated with preparing and filing such entities shall not constitute a violation of this Section 8.2(a)documents, and any expenses arising from actions taken to protect and preserve the Inventions.
Appears in 1 contract
Sources: Employment Agreement (Tekmira Pharmaceuticals Corp)
Invention Assignment. (i) Each Seller agrees that all inventions, modifications, innovations, discoveries or other developments related directly or indirectly to the Company's business (collectively "Inventions") made by such Seller while employed by the Company prior to or after the Closing shall be the property of the Company and that the Company shall have the exclusive proprietary rights and ownership in them.
(ii) Each Seller Executive will make full and prompt disclosure to the Company of all Inventionsinventions, which discoveries, designs, developments, methods, modifications, improvements, processes, algorithms, data, databases, computer programs, research, formulae, techniques, trade secrets, graphics or images, and audio or visual works and other works of authorship, and other intellectual property, including works-in-process (collectively “Developments”) whether or not patentable or copyrightable, that are created, made, conceived or reduced to practice by such Seller Executive (alone or jointly with others while employed others) or under Executive’s direction during the period of Executive’s employment. Executive acknowledges that all work performed by the Company prior to or after the ClosingExecutive is on a “work for hire” basis, whether or not during normal working hours or on the premises of the Companyand Executive hereby does assign and transfer and, subject to California Labor Code Section 2870 to the extent applicable.
(iii) Each Seller agrees to any such assignment cannot be made at present, will assign and does hereby assign transfer, to the Company (or any person or entity designated by the Company) and its successors and assigns all of such Seller's Executive’s right, title and interest in and to all Inventions Developments that (I) relate to the business of the Company or any customer of, supplier to or business partner of the Company or any of the products or services being researched, developed, manufactured or sold by the Company or which may be used with such products or services; or (II) result from tasks assigned to me by the Company; or (III) result from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company (“Company-Related Developments”), and all related patents, patent applications, trademarks and trademark applications, copyrights and copyright applications. , sui generis database rights and other intellectual property rights in all countries and territories worldwide and under any international conventions (“Intellectual Property Rights”).
(ii) This Section 8.2(a) shall Agreement does not apply obligate Executive to Inventions which do assign to the Company any Development that, in the sole judgment of the Company, reasonably exercised, is developed entirely on Executive’s own time and does not relate to the present or planned business efforts or research and development efforts in which, during the period of Executive’s employment, the Company actually is engaged or reasonably would be engaged, and which are made and conceived does not result from the use of premises or equipment owned or leased by such Seller not during normal working hours, not on the Company's premises and not using . However, Executive will also promptly disclose to the Company's tools, devices, equipment or Confidential InformationCompany any such Developments for the purpose of determining whether they qualify for such exclusion. Each Seller Executive understands that, that to the extent this Agreement shall is required to be construed in accordance with the laws of any state (such as California Labor Code Section 2870 to the extent applicable) which precludes a requirement in any an employee agreement to assign certain classes of Inventionsinventions made by an employee, this Section 8.2(a) shall will be interpreted not to apply to any Invention which invention that a court rules and/or the Company agrees falls within such classes. Each Seller Executive also hereby waives all claims to any moral rights or equitable other special rights that Executive may have or accrue in any InventionsCompany-Related Developments.
(iv) Each Seller agrees to cooperate fully with the Company, at the Company's sole expense, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Inventions. Each Seller shall, at the Company's expense, sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which are reasonably necessary or desirable in order to protect the Company's rights and interests in any Invention. Each Seller further agrees that if the Company is unable, after reasonable effort, to secure the signature of such Seller 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 such Seller, and such Seller hereby irrevocably designates and appoints each executive officer of the Company as such Seller's agent and attorney-in-fact to execute any such papers on such Seller's behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interest in any Invention, under the conditions described in this sentence.
(v) So long as TransMedica, Inc. and its affiliates are not engaged in the present or planned business or research and development of the Company from time to time, Buyer and the Company acknowledge that ▇▇▇▇ ▇▇▇▇▇▇'▇ work for such entities shall not constitute a violation of this Section 8.2(a).
Appears in 1 contract
Invention Assignment. (ia) Each Seller agrees The Consultant and Merchant agree that the Company will have exclusive ownership in all ideas, discoveries, inventions, modificationsformulae, innovationsalgorithms, discoveries techniques, processes, know how, trade secrets and other intellectual property, including all expressions of such intellectual property in tangible form, which are used in or other developments related directly or indirectly relate to the Company's ’s business (collectively "Inventions") made by such Seller while employed by and which the Consultant, Merchant or the Consultant’s or his or her employees conceives of or makes for the Company prior to or after its subsidiaries or affiliates during the Closing shall be the property performance of the Company Services (together, “Inventions”) and that the Company shall have Consultant or Merchant will promptly disclose the exclusive proprietary rights and ownership in them.
(ii) Each Seller will make full and prompt disclosure Inventions to the Company of all Inventions, which are created, made, conceived or reduced to practice by such Seller or jointly with others while employed by in writing. This will be the Company prior to or after the Closingcase, whether or not an Invention is: (i) capable of being protected by copyright, patent, industrial design, trade ▇▇▇▇ or other similar legal protection, (ii) conceived or made by the Consultant, Merchant or the Consultant’s employees during normal working hours or on outside the premises Consultant’s, Merchant’s or the Consultant’s employees’ time spent providing the Services as set out in section 5 (a) herein, or (iii) conceived or made by the Consultant or Merchant alone or jointly with others. However, it is acknowledged and agreed that this section will not apply to any Invention developed by the Consultant, Merchant or the Consultant’s employees outside the time spent providing the Services as set out in Section 5(a) herein if such Invention: (i) was not within the scope of the Services, (ii) was developed without the use of Confidential Information, and (iii) was developed without the use of any of the Company, subject to California Labor Code Section 2870 to the extent applicable’s corporate resources.
(iiib) Each Seller agrees to assign The Consultant and does Merchant hereby assign assigns to the Company (or any person or entity designated by the Company) all of such Seller's rightrights, title and interest the Consultant, Merchant or the Consultant’s employees may now or in the future have in and to all the Inventions and all related patentswaives the Consultant’s or Merchant’s moral rights, patent applicationsand causes the author(s) to waive his, copyrights and copyright applications. This Section 8.2(a) shall not apply to Inventions which do not relate to the present her or planned business or research and development of the Company and which are made and conceived by such Seller not during normal working hours, not on the Company's premises and not using the Company's tools, devices, equipment or Confidential Information. Each Seller understands thattheir moral rights, to any and all copyrights subsisting in the extent this Agreement shall be construed in accordance with the laws of any state (such as California Labor Code Section 2870 to the extent applicable) which precludes a requirement in any agreement to assign certain classes of Inventions, this Section 8.2(a) shall be interpreted not to apply to any Invention which a court rules and/or the Company agrees falls within such classes. Each Seller also hereby waives all claims to moral or equitable rights in any Inventions.
(iv) Each Seller agrees to cooperate fully with If required by the Company, at the Company's sole expense, with respect Consultant and Merchant also agree to the procurement, maintenance and enforcement of copyrights, patents and sign any applications or other intellectual property rights (both in the United States and foreign countries) relating to Inventions. Each Seller shall, at the Company's expense, sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which are reasonably necessary or desirable in order to protect the Company's rights and interests in any Invention. Each Seller further agrees that if the Company is unable, after reasonable effort, to secure the signature of such Seller 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 such Seller, and such Seller hereby irrevocably designates and appoints each executive officer of the Company as such Seller's agent and attorney-in-fact to execute any such papers on such Seller's behalf, and to take any and all actions as documents the Company may deem necessary reasonably request: (i) to obtain or desirable in order to protect its rights and interest in any Inventionmaintain patent, under the conditions described in this sentence.
(v) So long as TransMedicacopyright, Inc. and its affiliates are not engaged in the present or planned business or research and development of the Company from time to timeindustrial design, Buyer and the Company acknowledge that trade ▇▇▇▇ ▇▇▇▇▇▇'▇ work or other similar protection for such entities shall not constitute a violation the Inventions, (ii) to transfer ownership of this Section 8.2(a).the Inventions to the Company, and (iii) to assist the Company in any proceeding necessary to protect and preserve the
Appears in 1 contract
Invention Assignment. (i) Each Seller agrees that 3.1 Employee has attached hereto, as EXHIBIT A, a list describing all inventions, modificationsoriginal works of authorship, innovationsdevelopments, discoveries improvements, and trade secrets which were made by him or other developments related directly her prior to his or indirectly to her employment with the Company's business Company (collectively referred to as "Prior Inventions") made by such Seller while employed by the Company prior ), which belong to him or after the Closing shall be the property of the Company and that the Company shall have the exclusive proprietary rights and ownership in them.
(ii) Each Seller will make full and prompt disclosure her, which relate to the Company hereunder; or, if no such list is attached, Employee represents that there are no such Prior Inventions. If in the course of all Inventionshis or her employment with the Company, Employee incorporates into a Company product or process a Prior Invention owned by him or her in which are createdEmployee has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, conceived modify, use and sell such Prior Invention as part of or reduced in connection with such product or process, subject to practice by such Seller or jointly with others while employed by the rights of any prior third party obligations as listed in EXHIBIT A.
3.2 Employee will promptly disclose to the Company prior to or after the Closingin writing all formulas, processes, techniques, tests data, improvements and inventions, original works of authorship, developments, concepts, trade secrets, whether or not patentable or registrable under copyright or similar laws, which Employee makes, conceives, learns or reduces to practice, either alone or jointly with others, during normal working hours the period of employment and which are related to or on the premises of useful in the Company's business, subject and which result from tasks assigned by the Company or from use of Company Confidential Information or facilities (collectively referred to California Labor Code Section 2870 to the extent applicableas "Inventions").
3.3 Employee further acknowledges that all original works of authorship which are made by him or her (iiisolely or jointly with others) Each Seller agrees to assign within the scope of and does hereby assign to during the Company (period of his or any person or entity designated by the Company) all of such Seller's right, title and interest in and to all Inventions and all related patents, patent applications, copyrights and copyright applications. This Section 8.2(a) shall not apply to Inventions which do not relate to the present or planned business or research and development of her employment with the Company and which are protectible by copyright are "works made for hire," as that term is defined in the United States Copyright Act and conceived by are subject to assignment as set forth above.
3.4 Employee agrees that all Confidential Information, all Inventions and all patent and other rights related thereto are the sole property of the Company, and Employee hereby assigns to the Company any rights Employee may have or acquire in such Seller not during normal working hours, not Confidential Information or Inventions. Employee further agrees to assist the Company (at its expense) in every proper way (including execution of patent applications and other documents) to obtain and enforce patents on and otherwise secure the Company's premises and not using the Company's tools, devices, equipment or Confidential Information. Each Seller understands that, to the extent this Agreement shall be construed in accordance with the laws of any state (such as California Labor Code Section 2870 to the extent applicable) which precludes a requirement in any agreement to assign certain classes of Inventions, this Section 8.2(a) shall be interpreted not to apply to any Invention which a court rules and/or the Company agrees falls within such classes. Each Seller also hereby waives all claims to moral or equitable rights in any Inventions.
(iv) Each Seller . Employee agrees that Employee's obligation to cooperate fully with assist the CompanyCompany in obtaining and enforcing any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries will continue beyond the termination of Employee's employment, but the Company will compensate Employee at reasonable rates for the assistance Employee actually provides at the Company's sole expense, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Inventionsrequest after such termination. Each Seller shall, at the Company's expense, sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which are reasonably necessary or desirable in order to protect the Company's rights and interests in any Invention. Each Seller further agrees that if Employee hereby irrevocably appoints the Company is unable, after reasonable effort, to secure the signature of such Seller on any such papers, any executive officer of the Company shall be entitled to execute any such papers and its duly authorized officers and agents as the agent Employee's agents and the attorney-in-fact of such Seller, and such Seller hereby irrevocably designates and appoints each executive officer of the Company as such Seller's agent and attorneyattorneys-in-fact to execute any such papers on such Sellerand file all documents and perform all other lawful acts related to the foregoing.
3.5 Employee agrees that all Confidential Information, documents, equipment and other physical property furnished to or produced by Employee in connection with Employee's behalfemployment are the sole property of the Company, and Employee will promptly deliver all such property to take any and all actions as the Company may deem necessary at its request and (whether or desirable in order to protect its rights and interest in any Invention, under not the conditions described in this sentenceCompany so requests) upon the termination of employment with Company.
(v) So long 3.6 In the event of Employee's termination of employment with the Company, Employee agrees to sign and deliver the "Termination Certification" attached hereto as TransMedica, Inc. and its affiliates are not engaged in the present or planned business or research and development of the Company from time to time, Buyer and the Company acknowledge that ▇▇▇▇ ▇▇▇▇▇▇'▇ work for such entities shall not constitute a violation of this Section 8.2(a).EXHIBIT B.
Appears in 1 contract
Sources: Confidentiality, Invention & Non Compete Agreement (Genvec Inc)
Invention Assignment. Any Proprietary Works (i) Each Seller agrees that all meaning inventions, modificationsdevelopments, designs, discoveries, innovations, discoveries business methods, improvements, ideas, original works of authorship, database creations, trade secrets and other forms of legally protectable intellectual property) that you conceive, create, or other developments related directly develop in the course of your employment or indirectly to the Company's business (collectively "Inventions") made by such Seller while employed by as a result of your work for the Company prior to (alone or with others, during or after the Closing shall regular working hours) will be considered “Work Product” that is the property of the Company Company, and that the Company shall have will hold all intellectual property rights (“IP Rights”) in the exclusive proprietary rights and ownership in them.
Work Product. Work Product will include all Proprietary Works that either (iia) Each Seller will make full and prompt disclosure relate to the Company Company’s business or its actual or demonstrably anticipated research and development, or (b) are developed or discovered with the assistance of all InventionsConfidential Information, which are createdtools, madeequipment, conceived personnel, or reduced to practice by such Seller or jointly with others while employed by the Company prior to or after the Closing, whether or not during normal working hours or on the premises other resources of the Company, subject to California Labor Code Section 2870 to or (c) are suggested by, related to, or results from any work performed by you or others for the extent applicable.
(iii) Each Seller agrees to assign and does Company. You hereby assign to the Company (or any person or entity designated by the Company) all of such Seller's rightyour rights, title and interest in and to all Inventions such Work Product; provided, however, that this assignment shall be limited so that it does not require or create any assignment of an invention that cannot be assigned through an agreement under controlling law. Specifically, you acknowledge notice of Wash. Rev. Code, Title 49 RCW: Labor Regulations, Chapter 49.44.140 and further acknowledge and understand that the obligations set forth in this Paragraph 7.b. of this Letter Agreement will not require the assignment of your rights in an invention for which no equipment, supplies, facility, or trade secret information of Company was used and which was developed entirely on your own time, unless (a) the invention relates (i) directly to the business of Company, or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by you for Company. All Work Product shall be considered “work made for hire” and all related patents, patent applications, copyrights and copyright applications. This Section 8.2(a) shall not apply to Inventions which do not relate to in the present or planned business or research and development Work Product available under the Copyright Act of 1976 will be owned by the Company from moment of creation or conception forward without the need for further action by you. IP Rights assigned to and which are made and conceived owned by such Seller not during normal working hours, not on the Company's premises and not using the Company's tools, devices, equipment or Confidential Information. Each Seller understands that, to the extent Company in Work Product through this Letter Agreement shall be construed in accordance with include all rights of ownership, control, and benefit throughout the laws of any state (such as California Labor Code Section 2870 to the extent applicable) which precludes a requirement in any agreement to assign certain classes of Inventions, this Section 8.2(a) shall be interpreted not to apply to any Invention which a court rules and/or the Company agrees falls within such classes. Each Seller also hereby waives all claims to moral or equitable rights in any Inventions.
(iv) Each Seller agrees to cooperate fully with the Company, at the Company's sole expense, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Inventions. Each Seller shall, at the Company's expense, sign all papersworld, including, without limitation, copyright applicationsrights of inventors and authors with respect to patent, patent applicationsapplications and registrations, declarationscopyrights, oaths, formal assignments, assignments of priority sui generis database rights, trademark rights, all rights relating to the protection of computer software (including, without limitation, both source code and powers object code), trade secret rights, rights of attorney, attribution or control and moral rights or droit moral (which are reasonably necessary or desirable in order you waive if they cannot be transferred to protect the Company's ), rights to royalties or other economic benefit, rights to derivative works, and interests in rights to claims or causes of action arising out of or related to any Inventionpast, present, or future infringement or misappropriation related to the Work Product. Each Seller further agrees It is agreed that if Work Products shall automatically vest in, and be the exclusive property of, the Company is unableimmediately on the creation thereof, after reasonable effortregardless of the stage of completion. However, to secure the signature of such Seller on extent necessary and requested, you agree that during and after your assignment you will cooperate in executing any such papersdocuments, providing testimony, and otherwise performing any executive officer of acts the Company shall be entitled requires from you (with reasonable approved expenses covered by Company) to execute any such papers as the agent and the attorney-in-fact of such Seller, and such Seller hereby irrevocably designates and appoints each executive officer of ensure the Company as such Seller's agent retains, throughout the world, all IP Rights in Work Product. This Letter Agreement shall supplement and attorney-in-fact not replace or diminish any prior, subsequent, or additional written Work Product related agreements that you may have enter into (or be required to execute any such papers enter into) based on such Seller's behalf, and to take any and all actions as your position with the Company may deem necessary or desirable in order (such as those related to protect its rights and interest in any Invention, under the conditions described in this sentence.
(v) So long as TransMedica, Inc. and its affiliates are not engaged in the present or planned business or research and development, engineering, or software development of the Company from time to time, Buyer and the Company acknowledge that ▇▇▇▇ ▇▇▇▇▇▇'▇ work for such entities shall not constitute a violation of this Section 8.2(apositions).
Appears in 1 contract
Sources: Separation and Release of Claims Agreement (Teladoc Health, Inc.)
Invention Assignment. (ia) Each Seller agrees The Consultant and Merchant agree that the Company will have exclusive ownership in all ideas, discoveries, inventions, modificationsformulae, innovationsalgorithms, discoveries techniques, processes, know how, trade secrets and other intellectual property, including all expressions of such intellectual property in tangible form, which are used in or other developments related directly or indirectly relate to the Company's ’s business (collectively "Inventions") made by such Seller while employed by and which the Consultant, Merchant or the Consultant’s employees conceives of or makes for the Company prior to or after its subsidiaries or affiliates during the Closing shall be the property performance of the Company Services (together, “Inventions”) and that the Company shall have Consultant or Merchant will promptly disclose the exclusive proprietary rights and ownership in them.
(ii) Each Seller will make full and prompt disclosure Inventions to the Company of all Inventions, which are created, made, conceived or reduced to practice by such Seller or jointly with others while employed by in writing. This will be the Company prior to or after the Closingcase, whether or not an Invention is: (i) capable of being protected by copyright, patent, industrial design, trade ▇▇▇▇ or other similar legal protection, (ii) conceived or made by the Consultant, Merchant or the Consultant’s employees during normal working hours or on outside the premises Consultant’s, Merchant’s or the Consultant’s employees’ time spent providing the Services as set out in section 5(a) herein, or (iii) conceived or made by the Consultant or Merchant alone or jointly with others. However, it is acknowledged and agreed that this section will not apply to any Invention developed by the Consultant, Merchant or the Consultant’s employees outside the time spent providing the Services as set out in section 5(a) herein if such Invention: (i) was not within the scope of the Services, (ii) was developed without the use of Confidential Information, and (iii) was developed without the use of any of the Company, subject to California Labor Code Section 2870 to the extent applicable’s corporate resources.
(iiib) Each Seller agrees to assign The Consultant and does Merchant hereby assign assigns to the Company (or any person or entity designated by the Company) all of such Seller's rightrights, title and interest the Consultant, Merchant or the Consultant’s employees may now or in the future have in and to all the Inventions and all related patentswaives the Consultant’s and Merchant’s moral rights, patent applicationsand causes the author(s) to waive his, copyrights and copyright applications. This Section 8.2(a) shall not apply to Inventions which do not relate to the present her or planned business or research and development of the Company and which are made and conceived by such Seller not during normal working hours, not on the Company's premises and not using the Company's tools, devices, equipment or Confidential Information. Each Seller understands thattheir moral rights, to any and all copyrights subsisting in the extent this Agreement shall be construed in accordance with the laws of any state (such as California Labor Code Section 2870 to the extent applicable) which precludes a requirement in any agreement to assign certain classes of Inventions, this Section 8.2(a) shall be interpreted not to apply to any Invention which a court rules and/or the Company agrees falls within such classes. Each Seller also hereby waives all claims to moral or equitable rights in any Inventions.
(iv) Each Seller agrees to cooperate fully with If required by the Company, at the Company's sole expense, with respect Consultant and Merchant also agree to the procurement, maintenance and enforcement of copyrights, patents and sign any applications or other intellectual property rights (both in the United States and foreign countries) relating to Inventions. Each Seller shall, at the Company's expense, sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which are reasonably necessary or desirable in order to protect the Company's rights and interests in any Invention. Each Seller further agrees that if the Company is unable, after reasonable effort, to secure the signature of such Seller 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 such Seller, and such Seller hereby irrevocably designates and appoints each executive officer of the Company as such Seller's agent and attorney-in-fact to execute any such papers on such Seller's behalf, and to take any and all actions as documents the Company may deem necessary reasonably request: (i) to obtain or desirable in order to protect its rights and interest in any Inventionmaintain patent, under the conditions described in this sentence.
(v) So long as TransMedicacopyright, Inc. and its affiliates are not engaged in the present or planned business or research and development of the Company from time to timeindustrial design, Buyer and the Company acknowledge that trade ▇▇▇▇ ▇▇▇▇▇▇'▇ work or ether similar protection for the Inventions, (ii) to transfer ownership of the Inventions to the Company, and (iii) to assist the Company in any proceeding necessary to protect and preserve the Inventions. The Company will pay for all expenses associated with preparing and filing such entities shall not constitute a violation of this Section 8.2(a)documents.
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