Common use of Inventions, etc Clause in Contracts

Inventions, etc. The Executive hereby sells, transfers and assigns to the Company or any of its subsidiaries or affiliates or to any person or entity designated by the Company all of the entire right, title and interest of the Executive in and to all inventions, ideas, disclosures and improvements, whether patented or unpatented, and copyrightable material, made or conceived by the Executive, solely or jointly, during his employment by the Company which relate to methods, apparatus, designs, products, processes or devices, sold, leased, used or under consideration or development by the Company or any of its subsidiaries or affiliates, or which otherwise relate to or pertain to the business, functions or operations of the Company or any of its subsidiaries or affiliates or which arise from the efforts of the Executive during the course of his employment for the Company. The Executive shall communicate promptly and disclose to the Company, in such form as the Company requests, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements; and the Executive shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be necessary or required of the Executive to permit the Company or any of its subsidiaries or affiliates or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating to the business of the Company or any of its subsidiaries or affiliates and disclosed by the Executive within one year following the termination of his employment with the Company shall be deemed to fall within the provisions of this paragraph unless proved to have been first conceived and made following such termination. The foregoing requirements of this Section 7(d) shall not apply to any invention for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on the Executive’s own time, and (i) which does not relate directly to the Company’s, or any of its subsidiaries’ or affiliates’, business or to the Company’s, or any of its subsidiaries’ or affiliates’, actual or demonstrably anticipated research or development, or (ii) which does not result from any work the Executive performed for the Company or any of its subsidiaries or affiliates.

Inventions, etc. The Executive hereby sellsDuring the Term and for a period of one year thereafter, transfers and assigns the Employee will promptly disclose to the Company or any of its subsidiaries or affiliates or to any person or entity designated by the Company all of the entire rightdesigns, title and interest of the Executive in and to all processes, inventions, ideas, disclosures and improvements, whether patented or unpatenteddevelopments, discoveries, processes, techniques, and copyrightable material, made or conceived by the Executive, solely or jointly, during his employment by the Company which relate to methods, apparatus, designs, products, processes or devices, sold, leased, used or under consideration or development by the Company or any of its subsidiaries or affiliates, or which otherwise relate to or pertain to the business, functions or operations of the Company or any of its subsidiaries or affiliates or which arise from the efforts of the Executive during the course of his employment for the Company. The Executive shall communicate promptly and disclose to the Company, in such form as the Company requests, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements; and the Executive shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be necessary or required of the Executive to permit the Company or any of its subsidiaries or affiliates or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating information related to the business of the Company conceived, developed, acquired, or any reduced to practice by him alone or with others during the Term of its subsidiaries this Agreement, whether or affiliates not conceived during regular working hours, through the use of Company time, material or facilities or otherwise (“Inventions”). The Employee agrees that all copyrights created in conjunction with his service to the Company and disclosed by other Inventions, are “works made for hire” (as that term is defined under the Executive within one year following Copyright Act of 1976, as amended). All such copyrights, trademarks, and other Inventions shall be the termination sole and exclusive property of his employment with the Company, and the Company shall be deemed the sole owner of all patents, copyrights, trademarks, trade secrets, and other rights and protection in connection therewith. To the extent any such copyright and other Inventions may not be works for hire, the Employee hereby assigns to fall within the provisions of this paragraph unless proved Company any and all rights he now has or may hereafter acquire in such copyrights and any other Inventions. Upon request the Employee shall deliver to have been first conceived the Company all drawings, models and made following other data and records relating to such terminationcopyrights, trademarks and Inventions. The foregoing requirements of this Section 7(dEmployee further agrees as to all such Inventions, to assist the Company in every proper way (but at the Company’s expense) to obtain, register, and from time to time enforce patents, copyrights, trademarks, trade secrets, and other rights and protection relating to said Inventions in any and all countries, and to that end the Employee shall not apply execute all documents for use in applying for and obtaining such patents, copyrights, trademarks, trade secrets and other rights and protection on and enforcing such Inventions, as the Company may reasonably request, together with any assignments thereof to any invention for which no equipment, supplies, facility the Company or trade secret information persons designated by it. Such obligation to assist the Company shall continue beyond the termination of the Company was used and which was developed entirely on the ExecutiveEmployee’s own time, and (i) which does not relate directly service to the Company’s, but the Company shall compensate the Employee at a reasonable rate after termination of service for time actually spent by the Employee at the Company’s request for such assistance. In the event the Company is unable, after reasonable effort, to secure the Employee’s signature on any document or documents needed to apply for or prosecute any patent, copyright, trademark, trade secret, or other right or protection relating to an Invention, whether because of the Employee’s physical or mental incapacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents, during the Term of its subsidiaries’ this Agreement and for a period of two years after termination of this Agreement, as his agent coupled with an interest and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or affiliates’applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, business or to the Company’scopyrights, trademarks, trade secrets, or any of its subsidiaries’ similar rights or affiliates’, actual or demonstrably anticipated research or development, or (ii) which does not result from any work protection thereon with the Executive performed for same legal force and effect as if executed by the Company or any of its subsidiaries or affiliatesEmployee.

Inventions, etc. The Executive hereby sellsDuring the Term and for a period of one year thereafter, transfers and assigns the Employee will promptly disclose to the Company or any of its subsidiaries or affiliates or to any person or entity designated by the Company all of the entire rightdesigns, title and interest of the Executive in and to all processes, inventions, ideas, disclosures and improvements, whether patented or unpatenteddevelopments, discoveries, processes, techniques, and copyrightable material, made or conceived by the Executive, solely or jointly, during his employment by the Company which relate to methods, apparatus, designs, products, processes or devices, sold, leased, used or under consideration or development by the Company or any of its subsidiaries or affiliates, or which otherwise relate to or pertain to the business, functions or operations of the Company or any of its subsidiaries or affiliates or which arise from the efforts of the Executive during the course of his employment for the Company. The Executive shall communicate promptly and disclose to the Company, in such form as the Company requests, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements; and the Executive shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be necessary or required of the Executive to permit the Company or any of its subsidiaries or affiliates or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating information related to the business of the Company conceived, developed, acquired, or any reduced to practice by him alone or with others during the Term of its subsidiaries this Agreement, whether or affiliates not conceived during regular working hours, through the use of Company time, material or facilities or otherwise (“Inventions”). The Employee agrees that all copyrights created in conjunction with his service to the Company and disclosed by other Inventions, are “works made for hire” (as that term is defined under the Executive within one year following Copyright Act of 1976, as amended). All such copyrights, trademarks, and other Inventions shall be the termination sole and exclusive property of his employment with the Company, and the Company shall be deemed the sole owner of all patents, copyrights, trademarks, trade secrets, and other rights and protection in connection therewith. To the extent any such copyright and other Inventions may not be works for hire, the Employee hereby assigns to fall within the provisions of this paragraph unless proved Corporation any and all rights he or she now has or may hereafter acquire in such copyrights and any other Inventions. Upon request the Employee shall deliver to have been first conceived the Company all drawings, models and made following other data and records relating to such terminationcopyrights, trademarks and Inventions. The foregoing requirements of this Section 7(dEmployee further agrees as to all such Inventions, to assist the Company in every proper way (but at the Company’s expense) to obtain, register, and from time to time enforce patents, copyrights, trademarks, trade secrets, and other rights and protection relating to said Inventions in and all countries, and to that end the Employee shall not apply execute all documents for use in applying for and obtaining such patents, copyrights, trademarks, trade secrets and other rights and protection on and enforcing such Inventions, as the Company may desire, together with any assignments thereof to any invention for which no equipment, supplies, facility the Company or trade secret information persons designated by it. Such obligation to assist the Company shall continue beyond the termination of the Company was used and which was developed entirely on the ExecutiveEmployee’s own time, and (i) which does not relate directly service to the Company’s, but the Company shall compensate the Employee at a reasonable rate after termination of service for time actually spent by the Employee at the Company’s request for such assistance. In the event the Company is unable, after reasonable effort, to secure the Employee’s signature on any document or documents needed to apply for or prosecute any patent, copyright, trademark, trade secret, or other right or protection relating to an Invention, whether because of the Employee’s physical or mental incapacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent coupled with an interest and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of its subsidiaries’ or affiliates’patents, business or to the Company’scopyrights, trademarks, trade secrets, or any of its subsidiaries’ similar rights or affiliates’, actual or demonstrably anticipated research or development, or (ii) which does not result from any work protection thereon with the Executive performed for same legal force and effect as if executed by the Company or any of its subsidiaries or affiliatesEmployee.

Inventions, etc. The Executive hereby sellsDuring the Term and for a period of one year thereafter, transfers and assigns the Employee will promptly disclose to the Company or any of its subsidiaries or affiliates or to any person or entity designated by the Company all of the entire rightdesigns, title and interest of the Executive in and to all processes, inventions, ideas, disclosures and improvements, whether patented or unpatenteddevelopments, discoveries, processes, techniques, and copyrightable material, made or conceived by the Executive, solely or jointly, during his employment by the Company which relate to methods, apparatus, designs, products, processes or devices, sold, leased, used or under consideration or development by the Company or any of its subsidiaries or affiliates, or which otherwise relate to or pertain to the business, functions or operations of the Company or any of its subsidiaries or affiliates or which arise from the efforts of the Executive during the course of his employment for the Company. The Executive shall communicate promptly and disclose to the Company, in such form as the Company requests, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements; and the Executive shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be necessary or required of the Executive to permit the Company or any of its subsidiaries or affiliates or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating information related to the business of the Company conceived, developed, acquired, or any reduced to practice by him alone or with others during the Term of its subsidiaries this Agreement, whether or affiliates not conceived during regular working hours, through the use of Company time, material or facilities or otherwise (“Inventions”). The Employee agrees that all copyrights created in conjunction with his service to the Company and disclosed by other Inventions, are “works made for hire” (as that term is defined under the Executive within one year following Copyright Act of 1976, as amended). All such copyrights, trademarks, and other Inventions shall be the termination sole and exclusive property of his employment with the Company, and the Company shall be deemed the sole owner of all patents, copyrights, trademarks, trade secrets, and other rights and protection in connection therewith. To the extent any such copyright and other Inventions may not be works for hire, the Employee hereby assigns to fall within the provisions of this paragraph unless proved Company any and all rights he now has or may hereafter acquire in such copyrights and any other Inventions. Upon request the Employee shall deliver to have been first conceived the Company all drawings, models and made following other data and records relating to such terminationcopyrights, trademarks and Inventions. The foregoing requirements of this Section 7(dEmployee further agrees as to all such Inventions, to assist the Company in every proper way (but at the Company’s expense) to obtain, register, and from time to time enforce patents, copyrights, trademarks, trade secrets, and other rights and protection relating to said Inventions in any and all countries, and to that end the Employee shall not apply execute all documents for use in applying for and obtaining such patents, copyrights, trademarks, trade secrets and other rights and protection on and enforcing such Inventions, as the Company may reasonably request, together with any assignments thereof to any invention for which no equipment, supplies, facility the Company or trade secret information persons designated by it. Such obligation to assist the Company shall continue beyond the termination of the Company was used and which was developed entirely on the ExecutiveEmployee’s own time, and (i) which does not relate directly service to the Company’s, but the Company shall compensate the Employee at a reasonable rate after termination of service for time actually spent by the Employee at the Company’s request for such assistance. In the event the Company is unable, after reasonable effort, to secure the Employee’s signature on any document or documents needed to apply for or prosecute any patent, copyright, trademark, trade secret, or other right or protection relating to an Invention, whether because of the Employee’s physical or mental incapacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent coupled with an interest and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of its subsidiaries’ or affiliates’patents, business or to the Company’scopyrights, trademarks, trade secrets, or any of its subsidiaries’ similar rights or affiliates’, actual or demonstrably anticipated research or development, or (ii) which does not result from any work protection thereon with the Executive performed for same legal force and effect as if executed by the Company or any of its subsidiaries or affiliatesEmployee.

Inventions, etc. The Executive hereby sellsDuring the Term and for a period of one year thereafter, transfers and assigns the Employee will promptly disclose to the Company or any of its subsidiaries or affiliates or to any person or entity designated by the Company all of the entire rightdesigns, title and interest of the Executive in and to all processes, inventions, ideas, disclosures and improvements, whether patented or unpatenteddevelopments, discoveries, processes, techniques, and copyrightable material, made or conceived by the Executive, solely or jointly, during his employment by the Company which relate to methods, apparatus, designs, products, processes or devices, sold, leased, used or under consideration or development by the Company or any of its subsidiaries or affiliates, or which otherwise relate to or pertain to the business, functions or operations of the Company or any of its subsidiaries or affiliates or which arise from the efforts of the Executive during the course of his employment for the Company. The Executive shall communicate promptly and disclose to the Company, in such form as the Company requests, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements; and the Executive shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be necessary or required of the Executive to permit the Company or any of its subsidiaries or affiliates or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating information related to the business of the Company conceived, developed, acquired, or any of its subsidiaries or affiliates and disclosed reduced to practice by the Executive within one year following Employee alone or with others during the termination Term of his employment this Agreement, whether or not conceived during regular working hours, through the use of Company time, material or facilities or otherwise (“Inventions”). The Employee agrees that all copyrights created in conjunction with the Employee's service to the Company and other Inventions, are “works made for hire” (as that term is defined under the Copyright Act of 1976, as amended). All such copyrights, trademarks, and other Inventions shall be the sole and exclusive property of the Company, and the Company shall be deemed the sole owner of all patents, copyrights, trademarks, trade secrets, and other rights and protection in connection therewith. To the extent any such copyright and other Inventions may not be works for hire, the Employee hereby assigns to fall within the provisions of this paragraph unless proved Corporation any and all rights the Employee now has or may hereafter acquire in such copyrights and any other Inventions. Upon request the Employee shall deliver to have been first conceived the Company all drawings, models and made following other data and records relating to such terminationcopyrights, trademarks and Inventions. The foregoing requirements of this Section 7(dEmployee further agrees, as to all such Inventions, to assist the Company in every proper way (but at the Company’s expense) to obtain, register, and from time to time enforce patents, copyrights, trademarks, trade secrets, and other rights and protection relating to said Inventions in and all countries, and to that end the Employee shall not apply execute all documents for use in applying for and obtaining such patents, copyrights, trademarks, trade secrets and other rights and protection on and enforcing such Inventions, as the Company may desire, together with any assignments thereof to any invention for which no equipment, supplies, facility the Company or trade secret information persons designated by it. Such obligation to assist the Company shall continue beyond the termination of the Company was used and which was developed entirely on the ExecutiveEmployee’s own time, and (i) which does not relate directly service to the Company’s, but the Company shall compensate the Employee at a reasonable rate after termination of service for time actually spent by the Employee at the Company’s request for such assistance. In the event the Company is unable, after reasonable effort, to secure the Employee’s signature on any document or documents needed to apply for or prosecute any patent, copyright, trademark, trade secret, or other right or protection relating to an Invention, whether because of the Employee’s physical or mental incapacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Company and the its duly authorized officers and agents as the Employee's agent coupled with an interest and attorney-in-fact, to act for and in the Employee's behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of its subsidiaries’ or affiliates’patents, business or to the Company’scopyrights, trademarks, trade secrets, or any of its subsidiaries’ similar rights or affiliates’, actual or demonstrably anticipated research or development, or (ii) which does not result from any work protection thereon with the Executive performed for same legal force and effect as if executed by the Company or any of its subsidiaries or affiliatesEmployee.

Inventions, etc. The Executive hereby sells, transfers and assigns to the Company or any of its subsidiaries or affiliates or to any person or entity designated by the Company all of the entire right, title and interest of the Executive in and to all inventions, ideas, disclosures and improvements, whether patented or unpatented, and copyrightable material, made or conceived by the Executive, solely or jointly, during his her employment by the Company which relate to methods, apparatus, designs, products, processes or devices, sold, leased, used or under consideration or development by the Company or any of its subsidiaries or affiliates, or which otherwise relate to or pertain to the business, functions or operations of the Company or any of its subsidiaries or affiliates or which arise from the efforts of the Executive during the course of his her employment for the Company. The Executive shall communicate promptly and disclose to the Company, in such form as the Company requests, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements; and the Executive shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be necessary or required of the Executive to permit the Company or any of its subsidiaries or affiliates or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating to the business of the Company or any of its subsidiaries or affiliates and disclosed by the Executive within one year following the termination of his her employment with the Company shall be deemed to fall within the provisions of this paragraph unless proved to have been first conceived and made following such termination. The foregoing requirements of this Section 7(d) shall not apply to any invention for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on the Executive’s own time, and (i) which does not relate directly to the Company’s, or any of its subsidiaries’ or affiliates’, business or to the Company’s, or any of its subsidiaries’ or affiliates’, actual or demonstrably anticipated research or development, or (ii) which does not result from any work the Executive performed for the Company or any of its subsidiaries or affiliates.

Inventions, etc. The Executive hereby sellsEMPLOYEE will disclose promptly to Employer and does assign and agrees to assign to Employer, transfers without additional compensation to EMPLOYEE, all of EMPLOYEE's right, title, and assigns to the Company or any of its subsidiaries or affiliates or interest in and to any person and all inventions, intellectual property, discoveries, improvements, modifications, extension or entity designated advancements made, conceived, devised, developed or perfected by EMPLOYEE during the Company all term of the entire rightEMPLOYEE's employment, title whether on duty or off, and interest of the Executive in and to all inventionsproprietary rights therein or based thereon, ideas, disclosures and improvements, whether patented or unpatented, and copyrightable material, made or conceived by the Executive, solely or jointly, during his employment by the Company which relate to methods, apparatus, designs, products, processes or devices, sold, leased, used or under consideration or development by the Company or any of its subsidiaries or affiliates, or which otherwise relate to or pertain to the business, functions or operations of the Company or any of its subsidiaries or affiliates or which arise from the efforts of the Executive during the course of his employment for the Company. The Executive shall communicate promptly and disclose to the Company, in such form as the Company requests, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements; and the Executive shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be necessary or required of the Executive to permit the Company or any of its subsidiaries or affiliates or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating to the business of the Company or any of its subsidiaries or affiliates and disclosed by the Executive within one year following the termination of his employment with the Company shall be deemed to fall within the provisions of this paragraph unless proved to have been first conceived and made following such termination. The foregoing requirements of this Section 7(d(i) shall not apply to any invention for which no uses equipment, supplies, facility facilities or trade secret information secrets of the Company was used and which was developed entirely on the Executive’s own time, and (i) which does not relate directly to the Company’s, or any of its subsidiaries’ or affiliates’, business or to the Company’s, or any of its subsidiaries’ or affiliates’, actual or demonstrably anticipated research or developmentEmployer, or (ii) uses the time for which does not result EMPLOYEE was compensated by Employer, or (iii) which relates to the business of Employer or to its actual or demonstrable anticipated research and development, or (iv) that results, in whole or in part, from work performed by EMPLOYEE for Employer and its assigns. The EMPLOYEE agrees to sign all instruments necessary for filing and prosecution of any work application for patent, trademark or copyright of the Executive performed United States or any foreign country or the renewing of any of the aforesaid rights or applications, and to sign all instruments necessary for the Company filing and prosecution of any continued, divisional and reissue applications which may be necessary to render the aforesaid intellectual property effective and in full force. EMPLOYEE further agrees that XXXXX and MSC will be entitled to and will own all the results and proceeds of the EMPLOYEE's services under this Agreement, including without limitation, all rights throughout the world to any copyright, patent, trademark or other right and to all ideas, inventions, products, programs, procedures, formats and other materials of any kind created or developed or worked on by the EMPLOYEE during his employment with MSC and XXXXX.; the same shall be the sole and exclusive property of MSC and XXXXX; and EMPLOYEE will not have any right, title, or interest of any nature or kind therein. Without limiting the foregoing, it will be presumed that any copyright, patent, trademark, or other right any idea, product, program, procedure, or forma or material created, developed or worked on by the EMPLOYEE at any time during the term of his employment will be a result or proceed of the EMPLOYEE'S services under this Agreement. The EMPLOYEE will take such action and execute such documents as MSC or XXXXX may request to warrant and confirm MSC and XXXXX'X title and ownership of all such results and proceeds and to transfer and assign to MSC and XXXXX any rights which EMPLOYEE may have therein. The EMPLOYEE's right to any compensation or other amounts under this Agreement will not constitute a lien on any results or proceeds of the EMPLOYEE's services under this Agreement. MSC and XXXXX will also own, and promptly on receipt thereof the EMPLOYEE will pay to these companies, any monies and other proceeds to which the EMPLOYEE is entitled on account of rights pertaining to any of its subsidiaries the MSC's products or affiliatesservices which the EMPLOYEE acquired before the date of this Agreement. MSC and XXXXX shall be entitled, without posting bond or other security, to seek injunctive and other equitable relief to enforce the provisions of this Section 18; and no action for any such relief shall be deemed to waive the right of MSC and XXXXX to an action for damages.

Inventions, etc. The Executive Employee hereby sells, transfers and assigns to the Company or any of its subsidiaries or affiliates or to any person or entity designated by the Company all of the entire right, title and interest of the Executive Employee in and to all inventions, ideas, disclosures and improvements, improvements whether patented or unpatented, and copyrightable material, made or conceived by the ExecutiveEmployee, solely or jointly, during his employment by the Company which relate to methods, apparatus, designs, software, computer programs, marketing or business plans, products, processes or devices, sold, leased, used or under consideration or development by the Company or any of its subsidiaries or affiliatesCompany, or which otherwise relate to or pertain to the business, functions or operations of the Company or any of its subsidiaries or affiliates or which arise from the efforts of the Executive during the course of Employee pursuant to his employment for the Company. The Executive Employee shall communicate promptly and disclose to the Company, in such form as the Company reasonably requests, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements; and the Executive Employee (regardless of whether still employed by the Company) shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents prepared at the sole expense of the Company as may be necessary or required of the Executive Employee to permit the Company or any of its subsidiaries or affiliates or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating to the business of the Company or any of its subsidiaries or affiliates and disclosed by the Executive Employee within one year following the termination of his employment with the Company shall be deemed to fall within the provisions of this paragraph unless proved to have been first conceived and made following such termination. The foregoing requirements of In the event that Employee is required to perform under this Section 7(d) shall not apply subsequent to any invention for which no equipment, supplies, facility or trade secret information of his employment with the Company was used and which was developed entirely on the Executive’s own time, and Company: (i) which does not relate directly the Employee’s performance, to the Company’sextent practicable, shall not be burdensome with regard to Employee’s activities or any of its subsidiaries’ or affiliates’, business or to the Company’s, or any of its subsidiaries’ or affiliates’, actual or demonstrably anticipated research or development, or employment at such time; (ii) which does not result from any work the Executive performed for Employee’s performance shall be requested within one year after the date of termination of employment; and (iii) the Company or any shall compensate Employee at a rate of $150 per hour. Notwithstanding the preceding sentence, the Employee and the Company agree that if necessary (as reasonably determined by the Company in light of the importance of protecting its subsidiaries or affiliatesintellectual property), the Employee will immediately perform hereunder.

Inventions, etc. The Executive hereby sellsEMPLOYEE will disclose promptly to Employer and does assign and agrees to assign to Employer, transfers without additional compensation to EMPLOYEE, all of EMPLOYEE's right, title, and assigns to the Company or any of its subsidiaries or affiliates or interest in and to any person and all inventions, intellectual property, discoveries, improvements, modifications, extension or entity designated advancements made, conceived, devised, developed or perfected by EMPLOYEE during the Company all term of the entire rightEMPLOYEE's employment, title whether on duty or off, and interest of the Executive in and to all inventionsproprietary rights therein or based thereon, ideas, disclosures and improvements, whether patented or unpatented, and copyrightable material, made or conceived by the Executive, solely or jointly, during his employment by the Company which relate to methods, apparatus, designs, products, processes or devices, sold, leased, used or under consideration or development by the Company or any of its subsidiaries or affiliates, or which otherwise relate to or pertain to the business, functions or operations of the Company or any of its subsidiaries or affiliates or which arise from the efforts of the Executive during the course of his employment for the Company. The Executive shall communicate promptly and disclose to the Company, in such form as the Company requests, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements; and the Executive shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be necessary or required of the Executive to permit the Company or any of its subsidiaries or affiliates or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating to the business of the Company or any of its subsidiaries or affiliates and disclosed by the Executive within one year following the termination of his employment with the Company shall be deemed to fall within the provisions of this paragraph unless proved to have been first conceived and made following such termination. The foregoing requirements of this Section 7(d(i) shall not apply to any invention for which no uses equipment, supplies, facility facilities or trade secret information secrets of the Company was used and which was developed entirely on the Executive’s own time, and (i) which does not relate directly to the Company’s, or any of its subsidiaries’ or affiliates’, business or to the Company’s, or any of its subsidiaries’ or affiliates’, actual or demonstrably anticipated research or developmentEmployer, or (ii) uses the time for which does not result EMPLOYEE was compensated by Employer, or (iii) which relates to the business of Employer or to its actual or demonstrable anticipated research and development, or (iv) that results, in whole or in part, from work performed by EMPLOYEE for Employer and its assigns. The EMPLOYEE agrees to sign all instruments necessary for filing and prosecution of any work application for patent, trademark or copyright of the Executive performed United States or any foreign country or the renewing of any of the aforesaid rights or applications, and to sign all instruments necessary for the Company filing and prosecution of any continued, divisional and reissue applications which may be necessary to render the aforesaid intellectual property effective and in full force. EMPLOYEE further agrees that XXXXX and MSC will be entitled to and will own all the results and proceeds of the EMPLOYEE's services under this Agreement, including without limitation, all rights throughout the world to any copyright, patent, trademark or other right and to all ideas, inventions, products, programs, procedures, formats and other materials of any kind created or developed or worked on by the EMPLOYEE during her employment with MSC and XXXXX; the same shall be the sole and exclusive property of MSC and XXXXX; and EMPLOYEE will not have any right, title, or interest of any nature or kind therein. Without limiting the foregoing, it will be presumed that any copyright, patent, trademark, or other right any idea, product, program, procedure, or forma or material created, developed or worked on by the EMPLOYEE at any time during the term of her employment will be a result or proceed of the EMPLOYEE'S services under this Agreement. The EMPLOYEE will take such action and execute such documents as MSC or XXXXX may request to warrant and confirm MSC and XXXXX'X title and ownership of all such results and proceeds and to transfer and assign to MSC and XXXXX any rights which EMPLOYEE may have therein. The EMPLOYEE's right to any compensation or other amounts under this Agreement will not constitute a lien on any results or proceeds of the EMPLOYEE's services under this Agreement. MSC and XXXXX will also own, and promptly on receipt thereof the EMPLOYEE will pay to these companies, any monies and other proceeds to which the EMPLOYEE is entitled on account of rights pertaining to any of its subsidiaries the MSC's products or affiliatesservices which the EMPLOYEE acquired before the date of this Agreement. MSC and XXXXX shall be entitled, without posting bond or other security, to seek injunctive and other equitable relief to enforce the provisions of this Section 18; and no action for any such relief shall be deemed to waive the right of MSC and XXXXX to an action for damages.