Common use of Inventions and Patents Clause in Contracts

Inventions and Patents. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, products, methods, processes, techniques, programs, designs, analyses, drawings, reports, patents, copyrightable works and mask works (whether or not including any Confidential Information) and all issuances, registrations or applications related thereto, all other proprietary information or intellectual property and all similar or related information (whether or not patentable) conceived, developed, contributed to, made, or reduced to practice by Executive (either alone or with others) while employed by Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (including prior to the date of this Agreement) or using the materials, facilities or resources of the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (collectively, “Company Works”) is the sole and exclusive property of the Company and its Subsidiaries. Executive hereby assigns all right, title and interest in and to all Company Works to the Company and its Subsidiaries and waives any moral rights he may have therein, without further obligation or consideration. Any copyrightable work prepared in whole or in part by the Executive will be deemed “a work made for hire” under Section 201(b) of the 1976 Copyright Act, and the Company and its Subsidiaries shall own all of the rights comprised in the copyright therein. The Executive shall promptly and fully disclose in writing all Company Works to the Company and shall cooperate with the Company and its Subsidiaries to protect, maintain and enforce the Company’s and its Subsidiaries’ interests in and rights to such Company Works (including, without limitation, providing reasonable assistance in securing patent protection and copyright registrations and executing all affidavits, assignments, powers-of-attorney and other documents as reasonably requested by the Company, whether such requests occur prior to or after termination of the Executive’s employment with the Company).

Appears in 16 contracts

Samples: Employment Agreement (XCel Brands, Inc.), Employment Agreement (Aether Holdings Inc), Employment Agreement (XCel Brands, Inc.)

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Inventions and Patents. Executive Employee acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, products, methods, processes, techniques, programs, designs, analyses, drawings, reports, patents, copyrightable works and mask works (whether or not including any Confidential Information) and all issuances, registrations or applications related thereto, all other proprietary information or intellectual property reports and all similar or related information (whether or not patentable) which (i) relate to the Company’s or its subsidiaries’ actual or anticipated business, research and development or existing or future products or services or (ii) result from any work performed by Employee for the Company or its subsidiaries, and which are conceived, developeddeveloped or made by the Employee during the Noncompete Period (“Work Product”) belong to the Company or such subsidiary; provided, contributed tohowever, madethat this Section 6 does not apply to any invention for which no equipment, supplies, materials, facilities, trade secrets, or reduced other proprietary information of the Company or its subsidiaries was used and which was developed entirely on Employee’s own time, unless (i) the invention relates to practice by Executive (either alone the actual or with others) while employed by anticipated business of the Company or its subsidiaries or to the Company’s or any of its Subsidiaries subsidiaries’ actual or Affiliates anticipated research or development, or existing or future products or services or (ii) the invention results from any of their respective predecessors in interest (including prior to the date of this Agreement) or using the materials, facilities or resources of work performed by Employee for the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (collectively, “Company Works”) is the sole and exclusive property of the Company and its Subsidiariessubsidiaries. Executive hereby assigns all right, title and interest in and to all Company Works Employee shall promptly disclose such Work Product to the Company Board and its Subsidiaries and waives any moral rights he may have therein, without further obligation or consideration. Any copyrightable work prepared in whole or in part perform all actions requested by the Executive will be deemed “a work made for hire” under Section 201(bBoard (whether during or after the employment period) of the 1976 Copyright Act, to establish and the Company and its Subsidiaries shall own all of the rights comprised in the copyright therein. The Executive shall promptly and fully disclose in writing all Company Works to the Company and shall cooperate with the Company and its Subsidiaries to protect, maintain and enforce the Company’s and its Subsidiaries’ interests in and rights to confirm such Company Works ownership (including, without limitation, providing reasonable assistance in securing patent protection and copyright registrations and executing all affidavits, assignments, powers-of-consents, powers of attorney and other documents as reasonably requested instruments). The Parties acknowledge and agree that Work Product is subject to this Section 6 and is Confidential Information unless and to the extent that such Work Product (i) becomes generally known to and available for use by the Company, whether such requests occur prior to public or after termination of the Executive’s employment with persons knowledgeable in the Company)’s industry other than as a result of Employee’s acts or omissions which constitute a breach of this Agreement or (ii) the Employee discloses such Work Product to the Board and the Board by vote or written consent waives its rights under this Agreement with respect thereto.

Appears in 13 contracts

Samples: Employment Agreement (PROS Holdings, Inc.), Employment Agreement (PROS Holdings, Inc.), Employment Agreement (PROS Holdings, Inc.)

Inventions and Patents. (a) The Executive acknowledges agrees that all discoveries, concepts, ideas, inventions, innovations, improvements, technical information, systems, software developments, products, methods, processes, techniques, programs, designs, analyses, drawings, reports, patentsservice marks, copyrightable works and mask works (whether or not including any Confidential Information) and all issuancestrademarks, registrations or applications related theretotradenames, all other proprietary information or intellectual property logos and all similar or related information (whether patentable or unpatentable) which relates to the Company's or any of its Subsidiaries' actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive (whether or not patentable) conceived, developed, contributed to, made, during usual business hours and whether or reduced to practice by Executive (either not alone or in conjunction with othersany other person) while employed by the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (including those conceived, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename and service xxxx applications or using registrations, copyrights and reissues thereof that may be granted for or upon any of the materialsforegoing (collectively referred to herein as, facilities the "Work Product") belong to the Company or resources such Subsidiary. The Executive will promptly disclose such Work Product as may be susceptible of such manner of communication to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its Subsidiaries in connection with the prosecution of any applications for patents, trademarks, trade names, service marks or Affiliates or any of their respective predecessors in interest (collectively, “Company Works”) is the sole and exclusive property of the Company and its Subsidiaries. Executive hereby assigns all right, title and interest in and to all Company Works to the Company and its Subsidiaries and waives any moral rights he may have therein, without further obligation or consideration. Any copyrightable work prepared in whole reissues thereof or in part by the Executive will be deemed “a work made for hire” under Section 201(b) prosecution or defense of the 1976 Copyright Act, and the Company and its Subsidiaries shall own all of the rights comprised in the copyright therein. The Executive shall promptly and fully disclose in writing all Company Works interferences relating to the Company and shall cooperate with the Company and its Subsidiaries to protect, maintain and enforce the Company’s and its Subsidiaries’ interests in and rights to such Company Works (including, without limitation, providing reasonable assistance in securing patent protection and copyright registrations and executing all affidavits, assignments, powers-of-attorney and other documents as reasonably requested by the Company, whether such requests occur prior to or after termination of the Executive’s employment with the Company)any Work Product.

Appears in 6 contracts

Samples: Employment Agreement (Guitar Center Inc), Employment Agreement (Guitar Center Inc), Employment Agreement (Guitar Center Inc)

Inventions and Patents. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, products, methods, processes, techniques, programs, designs, analyses, drawings, reports, patents, copyrightable works and mask works (whether or not including any Confidential Information) and all issuances, registrations or applications related thereto, all other proprietary information or intellectual property and all similar or related information (whether or not patentable) conceived, developed, contributed to, made, or reduced to practice by Executive (either alone or with others) while employed by Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (including prior to the date of this Agreement) and within the scope of the Executive’s employment and duties and responsibilities or using the materials, facilities or resources of the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest within the scope of the Executive’s employment and duties and responsibilities (collectively, “Company Works”) is the sole and exclusive property of the Company and its Subsidiaries. Executive hereby assigns all right, title and interest in and to all Company Works to the Company and its Subsidiaries and waives any moral rights he may have therein, without further obligation or consideration. Any copyrightable work prepared in whole or in part by the Executive will be deemed “a work made for hire” under Section 201(b) of the 1976 Copyright Act, and the Company and its Subsidiaries shall own all of the rights comprised in the copyright therein. The Executive shall promptly and fully disclose in writing all Company Works to the Company and shall cooperate with the Company and its Subsidiaries to protect, maintain and enforce the Company’s and its Subsidiaries’ interests in and rights to such Company Works (including, without limitation, providing reasonable assistance in securing patent protection and copyright registrations and executing all affidavits, assignments, powers-of-attorney and other documents as reasonably requested by the Company, whether such requests occur prior to or after termination of the Executive’s employment with the Company).

Appears in 5 contracts

Samples: Employment Agreement (XCel Brands, Inc.), Employment Agreement (XCel Brands, Inc.), Employment Agreement (XCel Brands, Inc.)

Inventions and Patents. (i) The Executive acknowledges agrees that all discoveries, concepts, ideas, inventions, innovations, improvements, technical information, systems, software developments, products, methods, processes, techniques, programs, designs, analyses, drawings, reports, patentsservice marks, copyrightable works and mask works (whether or not including any Confidential Information) and all issuancestrademarks, registrations or applications related theretotradenames, all other proprietary information or intellectual property logos and all similar or related information (whether patentable or unpatentable) which relates to the Company’s or any of its subsidiaries or affiliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive (whether or not patentable) conceived, developed, contributed to, made, during usual business hours and whether or reduced to practice by Executive (either not alone or in conjunction with othersany other person) while employed by the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (including those conceived, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename and service xxxx applications or using registrations, copyrights and reissues thereof that may be granted for or upon any of the materialsforegoing (collectively referred to herein as, facilities the “Work Product”) belong to the Company, such subsidiary or resources such affiliate. The Executive will promptly disclose such Work Product as may be susceptible of such manner of communication to the Company’s board of directors and perform all actions reasonably requested by the board (whether during or after the Executive’s employment period) to establish and confirm such ownership (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its Subsidiaries subsidiaries or Affiliates affiliates in connection with the prosecution of any applications for patents, trademarks, trade names, service marks or any of their respective predecessors in interest (collectively, “Company Works”) is the sole and exclusive property of the Company and its Subsidiaries. Executive hereby assigns all right, title and interest in and to all Company Works to the Company and its Subsidiaries and waives any moral rights he may have therein, without further obligation or consideration. Any copyrightable work prepared in whole reissues thereof or in part by the Executive will be deemed “a work made for hire” under Section 201(b) prosecution or defense of the 1976 Copyright Act, and the Company and its Subsidiaries shall own all of the rights comprised in the copyright therein. The Executive shall promptly and fully disclose in writing all Company Works interferences relating to the Company and shall cooperate with the Company and its Subsidiaries to protect, maintain and enforce the Company’s and its Subsidiaries’ interests in and rights to such Company Works (including, without limitation, providing reasonable assistance in securing patent protection and copyright registrations and executing all affidavits, assignments, powers-of-attorney and other documents as reasonably requested by the Company, whether such requests occur prior to or after termination of the Executive’s employment with the Company)any Work Product.

Appears in 3 contracts

Samples: Executive Severance Benefits Agreement (Music123, Inc.), Executive Severance Benefits Agreement (Music123, Inc.), Executive Severance Benefits Agreement (Guitar Center Holdings, Inc.)

Inventions and Patents. The Executive acknowledges agrees that all processes, technologies and inventions, including new contributions, improvements, ideas and discoveries, together with all products and proceeds of the Executive's services hereunder, including, but not limited to, all materials, ideas, concepts, ideasformats, inventions, innovations, improvementssuggestions, developments, productsarrangements, methodspackages, processesprograms and other intellectual properties that the Executive may acquire, techniquesobtain, programsdevelop or create in connection with and during his employment, designswhether patentable or not, analyses, drawings, reports, patents, copyrightable works and mask works (whether or not including any Confidential Information) and all issuances, registrations or applications related thereto, all other proprietary information or intellectual property and all similar or related information (whether or not patentable) conceived, developed, contributed toinvented or made by him during his employment by the Company (collectively, made"Inventions") shall belong exclusively to the Company, or reduced to practice by Executive (either alone or provided that such Inventions grew out of the Executive's work with others) while employed by the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (including prior Affiliates, are related to the date of this Agreementbusiness (commercial or experimental) or using the materials, facilities or resources of the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (collectively, “Company Works”) is are conceived or made on the sole and exclusive property Company's time or with the use of the Company and its Subsidiaries. Executive hereby assigns all right, title and interest in and to all Company Works to the Company and its Subsidiaries and waives any moral rights he may have therein, without further obligation Company's facilities or consideration. Any copyrightable work prepared in whole or in part by the Executive will be deemed “a work made for hire” under Section 201(b) of the 1976 Copyright Act, and the Company and its Subsidiaries shall own all of the rights comprised in the copyright thereinmaterials. The Executive shall promptly and fully disclose in writing all Company Works such Inventions to the Company and shall cooperate with shall, subject to reimbursement by the Company and its Subsidiaries for all reasonable expenses incurred by the Executive in connection therewith: (i) assign to protect, maintain and enforce the Company’s , without additional compensation, all patent and its Subsidiaries’ interests in and other rights to such Company Works Inventions for the United States and foreign countries; (including, without limitation, providing reasonable assistance ii) sign all papers necessary to carry out the foregoing; and (iii) give testimony in securing patent protection and copyright registrations and executing all affidavits, assignments, powers-of-attorney and support of the Executive's inventorship. The provisions of this Section 8(e) shall cease to have application to any Inventions that become known to the public other documents as reasonably requested than through disclosure by the CompanyExecutive and that are not subject to a copyright, whether such requests occur prior to patent or after trademark in favor of the Company that (A) was received before the termination of the Executive’s 's employment with or (B) was applied for before the termination of the Executive's employment in the ordinary course of business (and not in anticipation of the Executive's termination of Employment) and ultimately is received by the Company).

Appears in 3 contracts

Samples: Employment Agreement (Chartermac), Employment Agreement (Chartermac), Employment Agreement (Chartermac)

Inventions and Patents. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, products, methods, processes, techniques, programs, designs, analyses, drawings, reports, patents, copyrightable works and mask works (whether or not including any Confidential Information) and all issuances, registrations or applications related thereto, all other proprietary information or intellectual property and all similar or related information (whether or not patentable) conceived, developed, contributed to, made, or reduced to practice by Executive (either alone or with others) while employed by Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (including prior to the date of this Agreement) or using the materials, facilities or resources of the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (collectively, “Company Works”) is the sole and exclusive property of the Company and its Subsidiaries. Executive hereby assigns all right, title and interest in and to all Company Works to the Company and its Subsidiaries and waives any moral rights he she may have therein, without further obligation or consideration. Any copyrightable work prepared in whole or in part by the Executive during the Employment Period will be deemed “a work made for hire” under Section 201(b) of the 1976 Copyright Act, and the Company and its Subsidiaries shall own all of the rights comprised in the copyright therein. The Executive shall promptly and fully disclose in writing all Company Works to the Company and shall cooperate with the Company and its Subsidiaries to protect, maintain and enforce the Company’s and its Subsidiaries’ interests in and rights to such Company Works (including, without limitation, providing reasonable assistance in securing patent protection and copyright registrations and executing all affidavits, assignments, powers-of-attorney and other documents as reasonably requested by the Company, whether such requests occur prior to or after termination of the Executive’s employment with the Company).

Appears in 2 contracts

Samples: Employment Agreement (XCel Brands, Inc.), Employment Agreement (XCel Brands, Inc.)

Inventions and Patents. The Executive acknowledges agrees that all processes, technologies and inventions, including new contributions, improvements, ideas and discoveries, together with all products and proceeds of the Executive's services hereunder, including, but not limited to, all materials, ideas, concepts, ideasformats, inventions, innovations, improvementssuggestions, developments, productsarrangements, methodspackages, processesprograms and other intellectual properties that the Executive may acquire, techniquesobtain, programsdevelop or create in connection with and during her employment, designswhether patentable or not, analyses, drawings, reports, patents, copyrightable works and mask works (whether or not including any Confidential Information) and all issuances, registrations or applications related thereto, all other proprietary information or intellectual property and all similar or related information (whether or not patentable) conceived, developed, contributed toinvented or made by her during her employment by the Company (collectively, made"Inventions") shall belong exclusively to the Company, or reduced to practice by Executive (either alone or provided that such Inventions grew out of the Executive's work with others) while employed by the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (including prior Affiliates, are related to the date of this Agreementbusiness (commercial or experimental) or using the materials, facilities or resources of the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (collectively, “Company Works”) is are conceived or made on the sole and exclusive property Company's time or with the use of the Company and its Subsidiaries. Executive hereby assigns all right, title and interest in and to all Company Works to the Company and its Subsidiaries and waives any moral rights he may have therein, without further obligation Company's facilities or consideration. Any copyrightable work prepared in whole or in part by the Executive will be deemed “a work made for hire” under Section 201(b) of the 1976 Copyright Act, and the Company and its Subsidiaries shall own all of the rights comprised in the copyright thereinmaterials. The Executive shall promptly and fully disclose in writing all Company Works such Inventions to the Company and shall cooperate with shall, subject to reimbursement by the Company and its Subsidiaries for all reasonable expenses incurred by the Executive in connection therewith: (i) assign to protect, maintain and enforce the Company’s , without additional compensation, all patent and its Subsidiaries’ interests in and other rights to such Company Works Inventions for the United States and foreign countries; (including, without limitation, providing reasonable assistance ii) sign all papers necessary to carry out the foregoing; and (iii) give testimony in securing patent protection and copyright registrations and executing all affidavits, assignments, powers-of-attorney and support of the Executive's inventorship. The provisions of this Section 8(e) shall cease to have application to any Inventions that become known to the public other documents as reasonably requested than through disclosure by the CompanyExecutive and that are not subject to a copyright, whether such requests occur prior to patent or after trademark in favor of the Company that (A) was received before the termination of the Executive’s 's employment with or (B) was applied for before the termination of the Executive's employment in the ordinary course of business (and not in anticipation of the Executive's termination of Employment) and ultimately is received by the Company).

Appears in 1 contract

Samples: Employment Agreement (Chartermac)

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Inventions and Patents. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, products, methods, processes, techniques, programs, designs, analyses, drawings, reports, patents, copyrightable works and mask works (whether or not including any Confidential Information) and all issuances, registrations or applications related thereto, all other proprietary information or intellectual property and all similar or related information (whether or not patentablepatentable)(collectively, “Intellectual Property”) conceived, developed, contributed to, made, or reduced to practice by Executive (either alone or with others) while employed by Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (including prior to the date of this Agreement) or using the materials, facilities or resources of the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest Affiliates, other than the Retained Media Rights (collectively, “Company Works”) is are the sole and exclusive property of the Company and its Subsidiaries. Executive hereby assigns all right, title and interest in and to all Company Works to the Company and its Subsidiaries and waives any moral rights he she may have therein, without further obligation or consideration. Any copyrightable work constituting Company Works prepared in whole or in part by the Executive will be deemed “a work made for hire” under Section 201(b) of the 1976 Copyright Act, and the Company and its Subsidiaries shall own all of the rights comprised in the copyright therein. The Executive shall promptly and fully disclose in writing all Company Works to the Company and shall cooperate with the Company and its Subsidiaries to protect, maintain and enforce the Company’s and its Subsidiaries’ interests in and rights to such Company Works (including, without limitation, providing reasonable assistance in securing patent protection and copyright registrations and executing all affidavits, assignments, powers-of-attorney and other documents as reasonably requested by the Company, whether such requests occur prior to or after termination of the Executive’s employment with the Company).

Appears in 1 contract

Samples: Employment Agreement (XCel Brands, Inc.)

Inventions and Patents. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, products, methods, processes, techniques, programs, designs, analyses, drawings, reports, patents, copyrightable works and mask works (whether or not including any Confidential Information) and all issuances, registrations or applications related thereto, all other proprietary information or intellectual property and all similar or related information (whether or not patentable) conceived, developed, contributed to, made, or reduced to practice by Executive (either alone or with others) while employed by Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (including prior to the date of this Agreement) or using the materials, facilities or resources of the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (collectively, “Company Works”) is the sole and exclusive property of the Company and its Subsidiaries. Executive hereby assigns all right, title and interest in and to all Company Works to the Company and its Subsidiaries and waives any moral rights he may have therein, without further obligation or consideration. Any copyrightable work prepared in whole or in part by the Executive will be deemed “a work made for hire” under Section 201(b) of the 1976 Copyright Act, and the Company and its Subsidiaries shall own all of the rights comprised in the copyright therein. The Executive shall promptly and fully disclose in writing all Company Works to the Company and shall cooperate with the Company and its Subsidiaries to protect, maintain and enforce the Company’s and its Subsidiaries’ interests in and rights to such Company Works (including, without limitation, providing reasonable assistance in securing patent protection and copyright registrations and executing all affidavits, assignments, powers-of-attorney and other documents as reasonably requested by the Company, whether such requests occur prior to or after termination of the Executive’s employment with the Company).7 135944.00100/115153368v.7

Appears in 1 contract

Samples: Employment Agreement (XCel Brands, Inc.)

Inventions and Patents. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, products, methods, processes, techniques, programs, designs, analyses, drawings, reports, patents, copyrightable works and mask works (whether or not including any Confidential Information) and all issuances, registrations or applications related thereto, all other proprietary information or intellectual property and all similar or related information (whether or not patentable) conceived, developed, contributed to, made, or reduced to practice by Executive (either alone or with others) while employed by Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (including prior to the date of this Agreement) or using the materials, facilities or resources of the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (collectively, “Company Works”) is the sole and exclusive property of the Company and its Subsidiaries. Executive hereby assigns all right, title and interest in and to all Company Works to the Company and its Subsidiaries and waives any moral rights he may have therein, without further obligation or consideration. Any copyrightable work prepared in whole or in part by the Executive will be deemed “a work made for hire” under Section 201(b) of the 1976 Copyright Act, and the Company and its Subsidiaries shall own all of the rights comprised in the copyright therein. The Executive shall promptly and fully disclose in writing all Company Works to the Company and shall cooperate with the Company and its Subsidiaries to protect, maintain and enforce the Company’s and its Subsidiaries’ interests in and rights to such Company Works (including, without limitation, providing reasonable assistance in securing patent protection and copyright registrations and executing all affidavits, assignments, powers-of-attorney and other documents as reasonably requested by the Company, whether such requests occur prior to or after termination of the Executive’s employment with the Company). 1.8.

Appears in 1 contract

Samples: Employment Agreement (XCel Brands, Inc.)

Inventions and Patents. Executive acknowledges that You must promptly disclose to the Company all discoveriesideas, concepts, ideasworks, inventionsmethods, innovationsdiscoveries, improvements, developments, products, methods, processes, techniques, programs, designs, analyses, drawings, reports, patents, copyrightable works and mask works (whether inventions or not including any Confidential Information) and all issuances, registrations designs which you create or applications related thereto, all other proprietary information or intellectual property and all similar or related information (whether or not patentable) conceived, developed, contributed to, made, or reduced to practice by Executive (produce either alone or with othersothers (except those created or produced wholly outside working hours which are totally unconnected with your employment) while employed by Company or ("the Works"). All and any rights of its Subsidiaries or Affiliates or any of their respective predecessors whatever nature in interest (including prior to the date of this Agreement) or using the materials, facilities or resources of the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (collectively, “Company Works”) is the sole and exclusive property of the Company and its Subsidiaries. Executive hereby assigns all right, title and interest in and to all Company Works each such Work shall belong absolutely to the Company and its Subsidiaries you shall hold the same in trust for the Company until such proprietary rights shall be fully and waives absolutely vested in the Company. The Company shall be entitled to make such modifications or adaptations to or from any moral rights he may have therein, without further obligation or consideration. Any copyrightable work prepared in whole or in part by the Executive will be deemed “a work made for hire” under Section 201(b) of the 1976 Copyright Act, and the Company and Works as it shall in its Subsidiaries shall own all of the rights comprised in the copyright thereinabsolute discretion determine. The Executive shall promptly and fully disclose in writing all Company Works You hereby assign to the Company with full title guarantee by way of assignment all present and shall cooperate with future copyright, database rights, design rights (whether registered or unregistered) and other proprietary rights (if any) and all rights of action for damages for infringement of such rights for the full term thereof and any renewals and extensions thereof throughout the world and you hereby waive in favour of the Company all moral rights conferred on you by chapter 4 of part 1 of the Copyright Designs and its Subsidiaries Patents Xxx 0000 in relation to protectany of the Works and at the request and expense of the Company you shall do all things and execute all documents necessary or desirable to substantiate the rights of the Company in the Works. 2009Z Other Obligations: You shall not without the prior written consent of the Company for a period of 12 months after the termination of your employment, maintain and enforce other than after the Company’s and its Subsidiaries’ interests in and rights to such Company Works (including, without limitation, providing reasonable assistance in securing patent protection and copyright registrations and executing all affidavits, assignments, powers-of-attorney and other documents as reasonably requested wrongful termination of your employment by the Company, whether such requests occur prior to on behalf of yourself or after termination of the Executive’s employment any other person, firm or company in competition with the Company).Company or the Group, directly or indirectly:

Appears in 1 contract

Samples: Willis Group Holdings PLC

Inventions and Patents. The Executive acknowledges agrees that all processes, technologies and inventions, including new contributions, improvements, ideas and discoveries, together with all products and proceeds of the Executive’s services hereunder, including, but not limited to, all materials, ideas, concepts, ideasformats, inventions, innovations, improvementssuggestions, developments, productsarrangements, methodspackages, processesprograms and other intellectual properties that the Executive may acquire, techniquesobtain, programsdevelop or create in connection with and during his employment, designswhether patentable or not, analyses, drawings, reports, patents, copyrightable works and mask works (whether or not including any Confidential Information) and all issuances, registrations or applications related thereto, all other proprietary information or intellectual property and all similar or related information (whether or not patentable) conceived, developed, contributed toinvented or made by him during his employment by the Company (collectively, made“Inventions”) shall belong exclusively to the Company, or reduced to practice by Executive (either alone or provided that such Inventions grew out of the Executive’s work with others) while employed by the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (including prior Affiliates, are related to the date of this Agreementbusiness (commercial or experimental) or using the materials, facilities or resources of the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (collectively, “Company Works”) is are conceived or made on the sole and exclusive property Company’s time or with the use of the Company and its Subsidiaries. Executive hereby assigns all right, title and interest in and to all Company Works to the Company and its Subsidiaries and waives any moral rights he may have therein, without further obligation Company’s facilities or consideration. Any copyrightable work prepared in whole or in part by the Executive will be deemed “a work made for hire” under Section 201(b) of the 1976 Copyright Act, and the Company and its Subsidiaries shall own all of the rights comprised in the copyright thereinmaterials. The Executive shall promptly and fully disclose in writing all Company Works such Inventions to the Company and shall cooperate with shall, subject to reimbursement by the Company and its Subsidiaries for all reasonable expenses incurred by the Executive in connection therewith: (i) assign to protect, maintain and enforce the Company’s , without additional compensation, all patent and its Subsidiaries’ interests in and other rights to such Company Works Inventions for the United States and foreign countries; (including, without limitation, providing reasonable assistance ii) sign all papers necessary to carry out the foregoing; and (iii) give testimony in securing patent protection and copyright registrations and executing all affidavits, assignments, powers-of-attorney and support of the Executive’s inventorship. The provisions of this Section 8(e) shall cease to have application to any Inventions that become known to the public other documents as reasonably requested than through disclosure by the CompanyExecutive and that are not subject to a copyright, whether such requests occur prior to patent or after trademark in favor of the Company that (A) was received before the termination of the Executive’s employment with or (B) was applied for before the termination of the Executive’s employment in the ordinary course of business (and not in anticipation of the Executive’s termination of Employment) and ultimately is received by the Company).

Appears in 1 contract

Samples: Employment Agreement (Chartermac)

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