Inventions. Any and all ideas, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the like (collectively, “Inventions”), which are or have been developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee has been employed by the Company, whether or not during working hours, that related to (a) current and anticipated businesses and/or activities of the Company, (b) the current and anticipated research or development of the Company, or (c) any work performed by Employee for the Company, shall be the sole and exclusive property of the Company, and the Company shall own any and all right, title and interest to such Inventions. Employee assigns, and agrees to assign to the Company whenever so requested by the Company, any and all right, title and interest in and to any such Invention, at the Company’s expense, and Employee agrees to execute any and all applications, assignments or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoing, to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moral.
Appears in 3 contracts
Sources: Separation Agreement (Build a Bear Workshop Inc), Separation Agreement (Build a Bear Workshop Inc), Separation Agreement (Build a Bear Workshop Inc)
Inventions. Any Subject to paragraph 2 b., Executive agrees that all right, title, and interest in and to (i) all discoveries, designs, ideas, inventionsworks of authorship, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the like (collectively, “Inventions”), which are or have been developedinventions created, conceived, createdreduced to practice, discoveredor otherwise developed, learnedin whole or in part, produced and/or otherwise generated by EmployeeExecutive, whether individually jointly or otherwiseindividually, during Executive’s employment or within three years following termination of employment for any reason whatsoever; (ii) all improvements, modifications, and derivative works to and of any of the time that Employee has been employed foregoing in (i); and (iii) all patent, copyright, trademark, trade secret and other intellectual property rights in any of the foregoing in (i) and (ii) (all the foregoing in (i)-(iii), collectively, the "Inventions") will be owned solely and exclusively by the Company. Without limiting the foregoing, whether or not during working hoursall copyrightable subject matter included in the Inventions shall constitute “work made for hire” under applicable copyright law. Executive will:
(i) promptly and fully disclose and describe, that related in detail satisfactory to (a) current and anticipated businesses and/or activities of the Company, all such Inventions in writing to the Company;
(bii) the current irrevocably and anticipated research or development of unconditionally assign, and Executive does hereby irrevocably and unconditionally assign, to the Company, without further compensation or (c) any work performed by Employee for the Company, shall be the sole and exclusive property of the Company, and the Company shall own any and all right, title and interest to such Inventions. Employee assigns, and agrees to assign to the Company whenever so requested by the Companyother consideration, any and all rightof Executive’s rights, title and interest in and to the Inventions, including without limitation (1) all rights to collect royalties for any such Inventionuse, and pursue remedies for any infringement, misappropriation, or other violation, thereof and (2) all applications for letters of patent, copyright registrations, trademark, service ▇▇▇▇, and trade dress registrations, and industrial design or other forms of protection granted for the Inventions throughout the world;
(iii) deliver promptly to the Company, upon request and in the form and manner prescribed by the Company (without charge to the Company but at the Company's expense), including without limitation Executive’s expensenotarized signature in execution of, the written instruments described in paragraph b. and perform all other acts deemed necessary by the Company to obtain and maintain the instruments and to transfer all rights and title thereto to the Company in accordance with this Agreement; and
(iv) promptly render all assistance that may be required by the Company to enable it to protect or exploit the Inventions in any country of the world. In addition, Executive does hereby waive and agree never to assert any rights in the Inventions, and Employee agrees to execute any and all applicationspart or parts thereof, assignments or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part are not susceptible of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United Statesassignment by Executive under applicable law, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive any moral rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, or the right to make all uses the integrity or attribution of the works in which attribution Inventions, or integrity rights may any other right to be implicated. Without in any way limiting associated with the foregoingInventions as its author, to the extent the works are not treated as works made for hire inventor, or user by name or under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now a pseudonym or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moralremain anonymous.
Appears in 3 contracts
Sources: Employment Agreement (Patheon N.V.), Employment Agreement (Patheon N.V.), Employment Agreement (Patheon N.V.)
Inventions. Any and all ideasWith respect to Inventions made, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the like (collectively, “Inventions”), which are or have been developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee has been employed by the Company, whether or not during working hours, that related to (a) current and anticipated businesses and/or activities of the Company, (b) the current and anticipated research or development of the Companyauthored, or (c) any work performed conceived by Employee for Executive either solely or jointly with others during employment by Employer or within 12 months after termination of employment, Executive shall promptly and fully disclose and describe such Inventions in writing to the CompanyEmployer, shall be the sole and exclusive property of the Companyassign, and the Company shall own any and does hereby assign, to Employer all right, title and interest to such Inventions. Employee assigns, and agrees to assign to the Company whenever so requested by the Company, any and all rightof Executive’s rights, title and interest in and to such Inventions and to applications for letters, patent and/or copyright in all countries and to all letters patent and/or copyrights granted upon such Inventions in all countries. Executive will, during the term of this Agreement and thereafter, do such other acts as may be necessary in the Employer’s sole discretion to preserve property rights against forfeiture, abandonment or loss and to obtain and maintain letters patent and/or copyrights and to vest the entire right and title thereto in the Employer. The provisions of this paragraph shall not apply to Inventions made, authored or conceived by Executive after termination of this Agreement so long as: (i) such Inventions do not relate to the Employer’s business or to the Employer’s actual or demonstrably anticipated research or development; (ii) such Inventions do not result from any such Invention, at the Company’s expense, and Employee agrees to execute any and all applications, assignments or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part of her work performed by Executive for the CompanyEmployer; and (iii) no Employer Confidential Information is used in the making, she has been asked to create, authorship or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit conception of the Company according Invention or discovery. For purposes of this Agreement, “Inventions” means discoveries, concepts, ideas and works of authorship, whether or not patentable or subject to the copyright laws of the United States, including, including but not limited toto processes, Sections 101 methods, formulas, and 201 of Title 17 of the U.S. Code (“U.S.C.”) techniques, as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses improvement or know-how concerning any present or prospective activities of the works in Employer with which attribution the Executive becomes acquainted as a result of Executive’s employment by the Employer or integrity rights may be implicated. Without in any way limiting which are conceived by Executive, alone or with others, during the foregoing, to employment by the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now Employer or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moralwithin one year thereafter.
Appears in 3 contracts
Sources: Employment Agreement (SharpLink Gaming Ltd.), Employment Agreement (SharpLink Gaming Ltd.), Employment Agreement (SharpLink Gaming Ltd.)
Inventions. Any and all ideas(a) If Employee has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, discoveriesintellectual property, patentsmaterials, patent documents or other work product (including without limitation, research, reports, software, databases, systems, applications, continuation-in-part patent applicationspresentations, divisional patent applications, technology, copyrights, derivative textual works, trademarkscontent, service marks, improvements, trade secrets and the like or audiovisual materials) (collectively, “InventionsWorks”), which either alone or with third parties, prior to Employee’s employment by the Company or its subsidiaries, that are relevant to or have been developedimplicated by such employment (“Prior Works”), conceivedEmployee hereby grants the Company a perpetual, creatednon-exclusive, discoveredroyalty-free, learnedworldwide, produced assignable, sublicensable license under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes in connection with the Company’s current and future business.
(b) If Employee creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during Employee’s employment by the Company or its subsidiaries and within the scope of such employment and/or otherwise generated with the use of any the Company resources (“Company Works”), Employee shall promptly and fully disclose same to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by Employeeapplicable law, whether individually all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.
(c) Employee agrees to keep and maintain adequate and current written records (in the form of notes, sketches, drawings, and any other form or otherwise, during the time that Employee has been employed media requested by the Company) of all Company Works. The records will be available to and remain the sole property and intellectual property of the Company at all times.
(d) Employee shall take all requested actions and execute all requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, whether maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior Works and Company Works. If the Company is unable for any other reason to secure Employee’s signature on any document for this purpose, then Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee’s agent and attorney in fact, to act for and in Employee’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing.
(e) Employee shall not during working hoursimproperly use for the benefit of, that related bring to (a) current any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. Employee hereby indemnifies, holds harmless and anticipated businesses and/or activities agrees to defend the Company and its officers, directors, partners, employees, agents and representatives from any breach of the foregoing covenant. Employee shall comply with all relevant policies and guidelines of the Company, (b) including regarding the current protection of confidential information and anticipated research or development intellectual property and potential conflicts of the Company, or (c) any work performed by Employee for the Company, shall be the sole and exclusive property of the Company, and the Company shall own any and all right, title and interest to such Inventions. Employee assigns, and agrees to assign to the Company whenever so requested by the Company, any and all right, title and interest in and to any such Invention, at the Company’s expense, and Employee agrees to execute any and all applications, assignments or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expenseinterest. Employee acknowledges that as part of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as may amend any such policies and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according guidelines from time to the copyright laws of the United States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoing, to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transferstime, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in remains at all times bound by their most current version.
(f) The provisions of Section 3 shall survive the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law termination of Employee’s employment for any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moralreason.
Appears in 3 contracts
Sources: Nonqualified Stock Option Agreement (Affinia Group Holdings Inc.), Confidentiality, Non Competition and Proprietary Information Agreement (Affinia Group Intermediate Holdings Inc.), Confidentiality, Non Competition and Proprietary Information Agreement (Affinia Group Holdings Inc.)
Inventions. Any (a) The Employee shall disclose fully to the Company all inventions (as defined below) conceived or discovered by the Employee, whether solely or jointly with others during the term of this Agreement. Such inventions shall belong solely to the Company and shall not belong to the Employee. During the term of this Agreement, the Employee shall assign to the Company, exclusively and free from any royalty obligation or any other legal or equitable title or right of the Employee, all such inventions referred to above and all ideas, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technologytrademarks, copyrights, derivative worksand maskworks, trademarks, service marks, improvements, trade secrets and the like (collectively, “Inventions”), which are or have been developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that any and all applications and rights pertaining thereto on a worldwide basis. The Employee has been employed by shall assist the Company, whether during and subsequent to the term hereof, in every proper way, but without any further compensation or not during working hoursadditional consideration, that related to (a) current transfer and anticipated businesses and/or activities of the Company, (b) the current assign such inventions to and anticipated research or development of the Company, or (c) any work performed by Employee for the Company, shall ’s benefit and enjoyment and to cooperate as may be the sole and exclusive property of reasonably requested to perfect the Company’s ownership therein and, and the Company shall own any and all right, title and interest to such Inventions. Employee assigns, and agrees to assign to the Company whenever so if requested by the Company, to prosecute or direct in prosecuting any and all right, title and interest in and application for or registration with respect to any such Invention, at the Company’s expense, and Employee agrees to execute any and all applications, assignments patent or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United Statesapplicable intellectual property right, including, but not limited toin limitation thereof, Sections 101 the execution and 201 delivery of Title 17 applications for the registration of one or more intellectual property rights and assignments of the U.S. Code (“U.S.C.”) same as well as according to similar foreign lawsmay be deemed necessary or desirable by the Company in any office selected by the Company. The judgment of the Company with respect to the registrability of any particular item of intellectual property shall be final and conclusive as between the Employee and the Company.
(b) Any improvements made upon such inventions by the Employee subsequent to the term hereof shall be presumed to have been developed during the exclusive right term hereof and by and for the benefit of the Company and accordingly shall be the property of the Company.
(c) The Employee agrees to register execute such other standard forms relating to the copyrights in all such works in its name invention or development of inventions and other intellectual properties as the owner Company may require of its consultants and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses employees generally.
(d) Prior inventions of the works Employee, if any, as listed on the Addendum, are excluded from the scope of this Agreement.
(e) For purposes of this Agreement, “inventions” includes all inventions, creations, developments, software programs, algorithms, routines, patterns, components, compilations, devices, or improvements of any kind or nature, whether or not trade secret, patented, patentable, copyrighted or copyrightable, which the Employee had made or conceived or developed or may make, conceive or develop, either solely or jointly with others, while in which attribution the employ of the Company or integrity rights may be implicated. Without with the use of the Company’s time, materials, equipment or facilities or relating in any way limiting the foregoing, to the extent the works are not treated as works made for hire under any applicable lawCompany’s actual, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, stateanticipated, or foreign law that conveys rights that are similar in nature subsequently arising business, products, services or activities, or arising out of or suggested by any task assigned to those conveyed under 17 U.S.C. Section 106Abe performed by the Employee, and any other type solely or jointly with others, for or on behalf of moral right or droit moralthe Company.
Appears in 3 contracts
Sources: Employment Agreement (Interactive Intelligence Inc), Employment Agreement (Interactive Intelligence Inc), Employment Agreement (Interactive Intelligence Inc)
Inventions. Any Subject to paragraph 2 b., Executive agrees that all right, title, and interest in and to (i) all discoveries, designs, ideas, inventionsworks of authorship, discoveriesand inventions created, patentsconceived, patent applicationsreduced to practice, continuation-in-part patent applicationsor otherwise developed, divisional patent applicationsin whole or in part, technologyby Executive, copyrightswhether jointly or individually, derivative works, trademarks, service marks, during Executive’s employment or within three years following termination of employment for any reason whatsoever; (ii) all improvements, modifications, and derivative works to and of any of the foregoing in (i); and (iii) all patent, copyright, trademark, trade secrets secret and other intellectual property rights in any of the like foregoing in (i) and (ii) (all the foregoing in (i)-(iii), collectively, the “Inventions”), which are or have been developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee has been employed ) will be owned solely and exclusively by the Company. Without limiting the foregoing, whether or not during working hoursall copyrightable subject matter included in the Inventions shall constitute “work made for hire” under applicable copyright law. Executive will:
(i) promptly and fully disclose and describe, that related in detail satisfactory to (a) current and anticipated businesses and/or activities of the Company, all such Inventions in writing to the Company;
(bii) the current irrevocably and anticipated research or development of unconditionally assign, and Executive does hereby irrevocably and unconditionally assign, to the Company, without further compensation or (c) any work performed by Employee for the Company, shall be the sole and exclusive property of the Company, and the Company shall own any and all right, title and interest to such Inventions. Employee assigns, and agrees to assign to the Company whenever so requested by the Companyother consideration, any and all rightof Executive’s rights, title and interest in and to the Inventions, including without limitation (1) all rights to collect royalties for any such Inventionuse, and pursue remedies for any infringement, misappropriation, or other violation, thereof and (2) all applications for letters of patent, copyright registrations, trademark, service ▇▇▇▇, and trade dress registrations, and industrial design or other forms of protection granted for the Inventions throughout the world;
(iii) deliver promptly to the Company, upon request and in the form and manner prescribed by the Company (without charge to the Company but at the Company’s expense), including without limitation Executive’s notarized signature in execution of, the written instruments described in paragraph b. and perform all other acts deemed necessary by the Company to obtain and maintain the instruments and to transfer all rights and title thereto to the Company in accordance with this Agreement; and
(iv) promptly render all assistance that may be required by the Company to enable it to protect or exploit the Inventions in any country of the world. In addition, Executive does hereby waive and agree never to assert any rights in the Inventions, and Employee agrees to execute any and all applicationspart or parts thereof, assignments or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part are not susceptible of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United Statesassignment by Executive under applicable law, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive any moral rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, or the right to make all uses the integrity or attribution of the works in which attribution Inventions, or integrity rights may any other right to be implicated. Without in any way limiting associated with the foregoingInventions as its author, to the extent the works are not treated as works made for hire inventor, or user by name or under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now a pseudonym or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moralremain anonymous.
Appears in 3 contracts
Sources: Employment Agreement (Patheon Holdings Cooperatief U.A.), Employment Agreement (Patheon Holdings Cooperatief U.A.), Employment Agreement (Patheon Inc)
Inventions. Any (a) The Employee shall disclose fully to the Company all inventions (as defined below) conceived or discovered by the Employee, whether solely or jointly with others during the term of this Agreement. Such inventions shall belong solely to the Company and shall not belong to the Employee. During the term of this Agreement, the Employee shall assign to the Company, exclusively and free from any royalty obligation or any other legal or equitable title or right of the Employee, all such inventions referred to above and all ideas, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technologytrademarks, copyrights, derivative worksand maskworks, trademarks, service marks, improvements, trade secrets and the like (collectively, “Inventions”), which are or have been developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that any and all applications and rights pertaining thereto on a worldwide basis. The Employee has been employed by shall assist the Company, whether during and subsequent to the term hereof, in every proper way, but without any further compensation or not during working hoursadditional consideration, that related to (a) current transfer and anticipated businesses and/or activities of the Company, (b) the current assign such inventions to and anticipated research or development of the Company, or (c) any work performed by Employee for the Company, shall 's benefit and enjoyment and to cooperate as may be the sole and exclusive property of reasonably requested to perfect the Company's ownership therein and, and the Company shall own any and all right, title and interest to such Inventions. Employee assigns, and agrees to assign to the Company whenever so if requested by the Company, to prosecute or direct in prosecuting any and all right, title and interest in and application for or registration with respect to any such Invention, at the Company’s expense, and Employee agrees to execute any and all applications, assignments patent or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United Statesapplicable intellectual property right, including, but not limited toin limitation thereof, Sections 101 the execution and 201 delivery of Title 17 applications for the registration of one or more intellectual property rights and assignments of the U.S. Code (“U.S.C.”) same as well as according to similar foreign lawsmay be deemed necessary or desirable by the Company in any office selected by the Company. The judgment of the Company with respect to the registrability of any particular item of intellectual property shall be final and conclusive as between the Employee and the Company.
(b) Any improvements made upon such inventions by the Employee subsequent to the term hereof shall be presumed to have been developed during the exclusive right term hereof and by and for the benefit of the Company and accordingly shall be the property of the Company.
(c) The Employee agrees to register execute such other standard forms relating to the copyrights in all such works in its name invention or development of inventions and other intellectual properties as the owner Company may require of its consultants and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses employees generally.
(d) Prior inventions of the works Employee, if any, as listed on the Addendum, are excluded from the scope of this Agreement.
(e) For purposes of this Agreement, “inventions” includes all inventions, creations, developments, software programs, algorithms, routines, patterns, components, compilations, devices, or improvements of any kind or nature, whether or not trade secret, patented, patentable, copyrighted or copyrightable, which the Employee had made or conceived or developed or may make, conceive or develop, either solely or jointly with others, while in which attribution the employ of the Company or integrity rights may be implicated. Without with the use of the Company’s time, materials, equipment or facilities or relating in any way limiting the foregoing, to the extent the works are not treated as works made for hire under any applicable lawCompany’s actual, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, stateanticipated, or foreign law that conveys rights that are similar in nature subsequently arising business, products, services or activities, or arising out of or suggested by any task assigned to those conveyed under 17 U.S.C. Section 106Abe performed by the Employee, and any other type solely or jointly with others, for or on behalf of moral right or droit moralthe Company.
Appears in 3 contracts
Sources: Employment Agreement (Interactive Intelligence Group, Inc.), Employment Agreement (Interactive Intelligence Group, Inc.), Employment Agreement (Interactive Intelligence Inc)
Inventions. Any and (a) The Executive will promptly disclose in writing to the Corporation all ideas, inventions, discoveries, patentsdevelopments, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets improvements and the like innovations (collectively, “Inventions”)) whether patentable or not, which are conceived or have been developedmade by the Executive, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually either solely or otherwisein concert with others, during the time that Employee has been employed by period of his employment with the Company, whether or not during working hours, that related to (a) current and anticipated businesses and/or activities of the Company, (b) the current and anticipated research or development of the Company, or (c) any work performed by Employee for the Company, shall be the sole and exclusive property of the Company, and the Company shall own any and all right, title and interest to such Inventions. Employee assigns, and agrees to assign to the Company whenever so requested by the Company, any and all right, title and interest in and to any such Invention, at the Company’s expense, and Employee agrees to execute any and all applications, assignments or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United StatesCorporation, including, but not limited to, Sections 101 and 201 any period prior to the date of Title 17 this Agreement, whether or not made or conceived during working hours that (i) relate in any manner to the existing or contemplated business or research activities of the U.S. Code Corporation, or (“U.S.C.”ii) as well as according to similar foreign laws. The Company are suggested by or result from the Executive’s work with the Corporation, or (iii) result from the use of the Corporation’s time, materials or facilities, and the Executive agrees and understands that all such Inventions shall have be the exclusive right property of the Corporation.
(b) The Executive hereby assigns to register the copyrights in Corporation his entire right, title and interest to all such works in its name as Inventions which are the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses property of the works Corporation under the provisions of paragraph 7(a) above; and to all unpatented Inventions which the Executive now owns except those specifically described in which attribution or integrity rights paragraph 9 below, and the Executive will, at the Corporation’s request and expense, execute specific assignments to any such Invention and execute, acknowledge and deliver such other documents and take such further action as may be implicated. Without in considered necessary by the Corporation at any way limiting the foregoing, time during or subsequent to the extent period of his employment with the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, Corporation to obtain and conveys to the Company and its successors and assigns defend letters patent in any and all worldwide right, title, countries and interest to vest title in such Inventions in the Corporation or its assigns.
(c) The Executive agrees that Employee may now an Invention disclosed by him to a third person or described in a patent application filed by him or in his behalf within six (6) months following the future period of his employment with the Corporation shall be presumed to have in been conceived or made by him during the period of his employment with the Corporation unless proved to have been conceived and made by him following the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under termination of employment with the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moralCorporation.
Appears in 2 contracts
Sources: Change in Control Agreement (Hawk Corp), Change in Control Agreement (Hawk Corp)
Inventions. Any 6.1 Employee agrees to promptly inform and to disclose to the Company, in writing, all inventions, concepts, developments, procedures, ideas, inventionsinnovations, systems, programs, techniques, processes, information, discoveries, patentsimprovements and modifications and related documentations, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets other works of authorship and the like (collectively, “collectively the "Inventions”"), which are or have been developedwhich, during the course of Employee's employment with the Company, Employee has created, made, conceived, createdwritten either alone or with others, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee has been employed by while in the Company's employ, or while performing services for the Company or its affiliates, whether or not during working hours, that related and at all times thereafter, whether or not such Inventions are patentable, subject to copyright protection or susceptible to any other form of protection which (a) current and anticipated businesses and/or activities related to the actual business or research of development of the Company, Company or its affiliates; or (b) the current and anticipated research was suggested by or development of the Company, resulted from any task assigned or (c) any work to be assigned to Employee or performed by Employee for or on behalf of the Company or any of its affiliates. In the case of any "other works of authorship", such assignment shall be limited to those works of authorship meeting both conditions (a) and (b) above. Employee further acknowledges and agrees that all copyright and any other intellectual property right in Inventions and related documentation, and other works of authorship, created within the scope of Employee's employment, are "works for hire" and are the property of the Company or its affiliates, as the case may be.
6.2 In connection with any of the Inventions assigned by Section 6.1, Employee shall, on the Company's request, promptly execute a specific assignment of title to the Company or its designee, and do anything else reasonably necessary to enable the Company or such designee to secure a patent, copyright or other form of protection therefor in the United States and in other countries.
6.3 Employee further acknowledges and agrees that the Company and its affiliates, licensees, successors or assigns (direct or indirect) are not required to designate Employee as an author of any Invention which is subject to Section 6.1, when it is distributed, publicly or otherwise, or to secure my permission to change or otherwise alter its integrity. Employee hereby waives and releases, to the extent permitted by law, all rights in and to such designation and any rights that Employee may have concerning modifications of such Inventions.
6.4 Employee understands that any rights, waivers, releases and assignments herein granted and made by Employee are freely assignable by the Company and are for the benefit of the Company and its affiliates, licensees, successors and assigns.
6.5 Employee affirms that Employee has not disclosed and will not disclose to anyone outside of the Company and its affiliates, or has used, or will use, any Confidential Information or material received in confidence from third parties, such as customers, by the Company or any of its affiliates, other than as permitted by a written agreement between the Company and the third party.
6.6 Employee irrevocably appoints any Company-selected designee to act as his agent and attorney-in-fact to perform all acts necessary to obtain patents and/or copyrights as required by this Agreement if Employee (a) refuses to perform those acts or (b) is unavailable, within the meaning of the United States Patent and Copyright Laws. It is expressly intended by Employee that the foregoing power of attorney is coupled with an interest.
6.7 Employee shall keep complete, accurate and authentic information and records on all Inventions in the manner and form reasonably requested by the Company. Such information and records, and all copies thereof, shall be the sole and exclusive property of the Company, and the Company shall own any and all right, title and interest to such Inventions. Employee assigns, and agrees to assign to the Company whenever so requested by the Company, any and all right, title and interest in and as to any such InventionInventions within the meaning of this Agreement. In addition, at the Company’s expense, and Employee agrees to execute any promptly surrender all such original and all applications, assignments or other instruments which the Company deems desirable or necessary to protect copies of such interests, information and records at the Company’s expense. Employee acknowledges that as part request of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoing, to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moral.
Appears in 2 contracts
Sources: Employment Agreement (Total Identity Corp), Employment Agreement (Directview Inc)
Inventions. Any 11.1 Buyer is and all ideas, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the like (collectively, “Inventions”), which are or have been developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee has been employed by the Company, whether or not during working hours, that related to (a) current and anticipated businesses and/or activities of the Company, (b) the current and anticipated research or development of the Company, or (c) any work performed by Employee for the Company, shall will be the sole and exclusive owner of all right, title, and interest in and to any invention, improvement, or discovery (whether such invention, improvement, or discovery is patentable or not), work of authorship, copyright, design, design right, mask works, trade secret, know-how, and all intellectual property rights associated with the foregoing, whether registered or unregistered (and including all applications (or rights to apply) for, and renewals or extensions of, such right and any similar or equivalent right or form of protection which subsists in any part of the Companyworld), conceived, developed, produced, or reduced to practice by Seller in carrying out its duties under the Contract and which relates to Buyer’s business or is based on information or materials provided by Buyer ("IPR"). If any IPR falls within the definition of “work made for hire,” as such term is defined in 17 U.S.C. § 101, such IPR is considered “work made for hire” and the copyright of such IPR will be owned solely and exclusively by Buyer. If any IPR does not fall within such definition of “work made for hire,” then Seller hereby assigns, automatically assigns, and upon the Company shall own any and all creation thereof will assign to Buyer, Seller’s entire right, title and interest in and to such InventionsIPR.
11.2 No royalty or other payment will be due from Buyer in respect of IPR. Employee assignsSeller will at Buyer’s request and expense, do (or procure to be done) all such further acts, and agrees execute all such other documents as Buyer may from time to assign time require in order to the Company whenever so requested by the Company, any secure and more fully vest in Buyer all right, title and interest in and to any such Invention, at the Company’s expense, and Employee agrees to execute any and all applications, assignments or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United StatesIPR, including, but not limited towithout limitation, Sections 101 executing (and 201 procuring from any relevant employees or contractors of Title 17 Seller) all instruments necessary for the filing and prosecution of the U.S. Code (“U.S.C.”) as well as according patent applications in any country or any division, continuation or partial continuation thereof or for any re-issue of any patent issued on any such application.
11.3 Seller shall obtain waivers of any moral rights in IPR owned by Buyer pursuant to similar foreign laws. The Company shall have the exclusive right Section 11.1 above to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution any individual is now or integrity rights may be implicated. Without at any future time entitled under the laws in the various countries where moral rights exist.
11.4 Seller represents and warrants to Buyer that the personnel of Seller who are in any way limiting involved in performance of the foregoing, Contract (including any entity or individual to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, statewhich Seller subcontracts) are, or foreign law that conveys rights that are will be, prior to commencing performance thereof, subject to written agreements with Seller, with terms and conditions substantially similar in nature to those conveyed under 17 U.S.C. terms and conditions set forth in this Section 106A, and 11. Seller agrees it is liable to Buyer for any other type act or omission of moral right such personnel that would be a violation of a term or droit moralcondition set forth herein if such personnel were a party hereto.
Appears in 2 contracts
Sources: Standard Terms and Conditions of Purchase, Standard Terms and Conditions of Purchase
Inventions. Any Grantee will make full and prompt disclosure to the Company of all ideas, inventions, discoveries, patentsdesigns, patent applicationsdesignations, continuation-in-part patent applicationsdevelopments, divisional patent applicationssoftware, technologydrawings, copyrightslogos, derivative workssketches, trademarksmodels, service marksarticles, studies, reports, methods, modifications, improvements, processes, algorithms, databases, computer programs, formulae, techniques, trade secrets secrets, graphics or images, and the like audio or visual works and other works of authorship (collectively, collectively “InventionsDevelopments”), which are or have been developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee has been employed by the Company, whether or not during working hourspatentable or copyrightable, that related are created, made, conceived or reduced to practice by Grantee (aalone or jointly with others) current or under his/her direction in the course of ▇▇▇▇▇▇▇’s employment. Grantee acknowledges and anticipated businesses and/or activities of agree that, to the Companyfullest extent permitted by law, (bi) the current all Developments shall automatically belong to, and anticipated research or development of the Company, or (c) any work performed by Employee for the Company, shall be the sole and exclusive property of the Company, Company and that (ii) to the extent that any Development do not vest in the Company shall own any and all rightautomatically, title and interest to such Inventions. Employee assigns, and agrees to Grantee irrevocably hereby assign to the Company whenever so requested by the Companyway of present assignment, any and all right, title and interest in and to any such Invention, at the Company’s expense, and Employee agrees to execute any and all applications, assignments or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoing, to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee Grantee may now have or may acquire in and to all Developments anywhere in the future have world. In particular, in or to accordance with the worksprovisions of article L. 113-9 of the Intellectual Property Code, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇▇▇▇▇ acknowledge that the intellectual property rights to any software and their documentation developed by Grantee in the course of his/her employment contract belong as a matter of law to the Company. In accordance with the provisions of article L. 611-7 of the Intellectual Property Code, Grantee further acknowledges that the inventions made within the context of his/her employment providing for pastan “inventive mission” which corresponds to his/her actual duties, presentor, as part of studies or research which have been specifically entrusted to Grantee, belong to the Company as a right (“Inventions of Mission”). In accordance with the provisions of article L. 611-7 of the Intellectual Property Code, which provide that the employee is entitled to receive an additional remuneration for the Inventions of Mission, ▇▇▇▇▇▇▇ agrees that such additional remuneration, if any, will be determined in the following manner: Grantee will be paid an additional remuneration only to the extent ▇▇▇▇▇▇▇ personally contributed to the inventive process which led to the perfection of the Invention of Mission. Such additional remuneration shall be determined by the Company, pursuant to local law, upon development of the Invention of Mission, upon patent filing of the Invention of Mission, and/or upon the granting of the patent on an Invention of Mission. In addition, after 5 years of exploitation of the Invention of Mission, the Company may decide to pay Grantee an additional award, which amount should be mutually agreed on between Grantee and the Company, by taking into consideration the economic and scientific interest of the invention of mission, the difficulties of development of the Invention of Mission, and future infringement▇▇▇▇▇▇▇’s personal contribution. Grantee further acknowledge that for all the other inventions created either (i) in the performance of ▇▇▇▇▇▇▇’s duties, (ii) in the field of the Company’s activity, or (iii) by using knowledge or technologies or Company’s specific methods or information acquired by the Company, the Company may require that all rights to ownership and use of such inventions and the patents protecting such inventions be assigned to it. Grantee further undertake, in particular, to disclose to the Company any copyrightable works that he/she may create, either alone or with the assistance of a third party including notably (but without limitation) any drawings, logos, sketches, models, designs, articles, studies, reports and all documentation which are susceptible to be protected under copyright law (hereafter the “Copyrightable Works”). Grantee hereby assigns to the Company, in consideration of a lump sum already included in his/her salary as provided in his/her employment contract the exploitation rights on the Copyrightable Works including (but without limitation) the rights of reproduction on any analogical or digital media, in any form and format (whether known at the execution date of the contract or discovered in the future), of communication to the public by any process (whether known at the execution date of my employment contract or discovered in the future), of distribution, rental, loan and sale, of filing any trademark, design or model applications on whole or any part of the Copyrightable Works with the relevant authorities around the world, and moralof adaptation, attributiontranslation and modification of the Copyrightable Works for any commercial or advertising purpose whether public or private. Media and processes shall include without limitation, any means of communication, direct or indirect, spatial or terrestrial, by satellite, cable, or over the air and any wired or wireless network including the Internet. The assignment occurs as soon as the Copyrightable Works are created and is valid for the entire world for the duration of the copyright, including any legal prorogation for whatever reason. Grantee hereby assigns and transfer to the Company all results from the use of Proprietary Information, premises or personal property (“Company Related Developments”). ▇▇▇▇▇▇▇ further undertake to execute all documents and take all additional actions as may be requested by the Company to give full and proper effect to the present assignment, whether during or after the term of his/her employment, and integrity rightsparticularly to enter into a specific assignment agreement for each work, as soon as such work is created. Employee To preclude any possible uncertainty, Grantee has set forth on Exhibit attached hereto a complete list of Developments that he/she has, alone or jointly with others, conceived, developed or reduced to practice prior to the commencement of his/her employment with the Company that he/she wishes to have excluded from the scope of this Agreement (“Prior Inventions”). ▇▇▇▇▇▇▇ has also listed this Exhibit all patents and patent applications in which he/she is named as an inventor, other than those which have been assigned to the Company (“Other Patent Rights”). If no such disclosure is attached, Grantee represents that there are no Prior Inventions or Other Patent Rights. If, in the course of ▇▇▇▇▇▇▇’s employment with the Company, he/she incorporates a Prior Invention into a Company product, process or machine or other work done for the Company, Grantee hereby expressly grant to the Company a nonexclusive, royalty-free, paid-up, worldwide license (with the full right to sublicense) for the duration of the rights to make, have made, modify, use, reproduce, sell, offer for sale, publicly display and forever irrevocably waives any perform, import and all rights that she may have arising under 17 U.S.C. Sections 106Aotherwise fully exercise and exploit such Prior Invention. Notwithstanding the foregoing, rights that may arise under any federal, stateGrantee will not incorporate, or foreign law that conveys rights that are similar permit to be incorporated, Prior Inventions in nature any Company-Related Development without the Company’s prior written consent. Grantee will not incorporate into any Company product or otherwise deliver to those conveyed under 17 U.S.C. the Company any open source software except as allowed pursuant to the Company’s open source software policy, which is available on the Company’s intranet. Section 106A2(e) is re-titled as “Non-Competition and Non-Solicitation of Customers and Sales Agents.” The following Section 2(e) replaces Section 2(e), Section 2(f), and any other type Section 2(h) of moral right or droit moral.the Confidentiality Provisions:
Appears in 2 contracts
Sources: Global Performance Unit Notification and Award Agreement (Acuity Brands Inc), Global Performance Unit Notification and Award Agreement (Acuity Brands Inc)
Inventions. Any a. The Executive agrees to promptly inform and to disclose to the Company, in writing, all inventions, concepts, developments, procedures, ideas, inventionsinnovations, systems, programs, techniques, processes, information, discoveries, patentsimprovements and modifications and related documentations, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets other works of authorship and the like (collectively, “collectively the "Inventions”"), which are or have been developedwhich, during the course of the Executive's employment with the Company, the Executive has created, made, conceived, createdwritten either alone or with others, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee has been employed by while in the Company's employ, or while performing services for the affiliates, whether or not during working hours, that and at all times thereafter, whether or not such Inventions are patentable, subject to copyright protection or susceptible to any other form of protection which (i) related to (a) current and anticipated businesses and/or activities the actual Business or research of the Company, (b) the current and anticipated research or development of the Company or its affiliates; or (ii) was suggested by or resulted from any task assigned or to be assigned to the Executive or performed by the Executive for or on behalf of the Company or any of its affiliates. In the case of any "other works of authorship", such assignment shall be limited to those works of authorship which meet both conditions (i) and (ii) above. The Executive further acknowledges and agrees that the copyright and any other intellectual property right in Inventions and related documentation, and other works of authorship, created within the scope of my employment, are "works for hire" and belong to the Company by operation of law.
b. In connection with any of the Inventions assigned by Section 8.a., the Executive shall, on the Company's request, promptly execute a specific assignment of title to the Company or its designee, and do anything else reasonably necessary to enable the Company or such designee to secure a patent, copyright or other form of protection therefor in the United States and in other countries.
c. The Executive further acknowledges and agrees that the Company and its affiliates, licensees, successors or assigns (direct or indirect) are not required to designate the Executive as an author of any Invention which is subject to Section 8.a., when it is distributed, publicly or otherwise, or (c) to secure my permission to change or otherwise alter its integrity. The Executive hereby waives and releases, to the extent permitted by law, all rights in and to such designation and any work performed rights that the Executive may have concerning modifications of such Inventions.
d. The Executive understands that any rights, waivers, releases and assignments herein granted and made by Employee the Executive are freely assignable by the Company and are for the benefit of the Company and its affiliates, licensees, successors and assigns.
e. The Executive affirms that the Executive has not disclosed and will not disclose to anyone outside of the Company and its affiliates, or has used, or will use, any Confidential Information or material received in confidence from third parties, such as customers, by the Company or any of its affiliates, other than as permitted by a written agreement between the Company and the third party.
f. The Executive irrevocably appoints any Company-selected designee to act as his agent and attorney-in-fact to perform all acts necessary to obtain patents and/or copyrights as required by this Agreement if the Executive (i) refuses to perform those acts or (ii) is unavailable, within the meaning of the United States Patent and Copyright Laws. It is expressly intended by the Executive that the foregoing power of attorney is coupled with an interest.
g. The Executive shall keep complete, accurate and authentic information and records on all Inventions in the manner and form reasonably requested by the Company. Such information and records, and all copies thereof, shall be the sole and exclusive property of the CompanyCompany as to any Inventions within the meaning of this Agreement. In addition, and the Company shall own any and all right, title and interest to such Inventions. Employee assigns, and Executive agrees to assign to promptly surrender all such original and copies of such information and records at the Company whenever so requested by request of the Company, any and all right, title and interest in and to any such Invention, at the Company’s expense, and Employee agrees to execute any and all applications, assignments or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoing, to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moral.
Appears in 1 contract
Sources: Executive Employment Agreement (Phone1globalwide Inc)
Inventions. Any and all ideas, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the like (collectively, “Inventions”), which are or have been developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee has been employed by the Company, whether or not during working hours, that related to (a) current and anticipated businesses and/or activities of the Company, (b) the current and anticipated research or development of the Company, or (c) any work performed by Employee for the Company, shall be the sole and exclusive property of the Company, and the Company shall own any and all right, title and interest to such Inventions. Employee assigns, and agrees to assign to the Company whenever so requested by the Company, any and all right, title and interest in and to any such Invention, at the Company’s expense, and Employee agrees to execute any and all applications, assignments or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part of her his work for the Company, she he has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she he has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoing, to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇s▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she he may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moral.
Appears in 1 contract
Inventions. Any and (a) I agree that I will promptly disclose to the Company all ideas, inventions, discoveriesdiscoveries and improvements (including but not limited to, patentsthose which are or may be patentable or subject to copyright protection) which I make, patent applicationsoriginate, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets conceive or reduce to practice during my engagement by the Company and which relate directly or indirectly to the like business of the Company or to work or investigations done for the Company (collectively, “"Inventions”"), which are or have been developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee has been employed by the Company, whether or not during working hours, that related to (a) current and anticipated businesses and/or activities of the Company, (b) the current and anticipated research or development of the Company, or (c) any work performed by Employee for the Company, . All Inventions shall be the sole and exclusive property of the Company, and the Company shall own any and all right, title and interest to such Inventions. Employee assigns, and agrees to an I hereby assign to the Company whenever so requested all rights therein, except as may otherwise be specifically agreed by the Company in writing.
(b) In order that the Company may protect its rights in the Inventions, I will make adequate written records of all Inventions, which records shall be the Company's property; and, both during and after termination of my engagement by the Company, I will, without charge to the Company but at its request and expense, sign all papers, including forms of assignment, and render any and all other proper assistance necessary or desirable to transfer or record the transfer to the Company of my entire right, title and interest in and to any such Invention, at the Company’s expenseInventions, and Employee agrees for the Company to execute any obtain, maintain and all applicationsenforce patents, assignments copyrights, trade secrets or other instruments which protections thereon or with respect thereto (as the Company deems desirable case may be) throughout the world.
(c) The obligations contained in this Paragraph 3 shall continue beyond the termination of my engagement with respect to Inventions (whether patentable of copyrightable or necessary to protect such interestsnot) conceived or made by me during the period of my engagement.
(d) By this Agreement, at the Company’s expense. Employee acknowledges that as part of her work for I irrevocably constitute and appoint the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the period of my engagement by the Company shall be treated and for one year thereafter, as and shall be a “work made for hire,” my attorney-in-fact for the exclusive ownership purpose of executing, in my name and benefit of on my behalf, such instruments or other documents as may be necessary to transfer, confirm and perfect in the Company according to the copyright laws of the United States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall rights I have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoing, to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys granted to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moralthis Paragraph 3.
Appears in 1 contract
Sources: Consulting Agreement (Esperion Therapeutics Inc/Mi)
Inventions. Any (a) Subject to Section 9 below, I hereby assign to the Company, without additional consideration, all right, title and interest (throughout the United States and in all foreign countries) in all ideas, processes, inventions, technology, writings, computer programs, designs, formulas, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvementsoriginal works of authorship, trade secrets any claims or rights, and any improvements or modifications to the like foregoing (collectively, “"Inventions”"), which are whether or not subject to patent or copyright protection, relating to any activities of the Company that have been or will be conceived, developed, conceived, created, discovered, learned, produced and/or otherwise generated or reduced to practice by Employeeme alone or with others (i) during the term of my employment, whether individually or otherwisenot conceived or developed during regular business hours, and whether or not conceived before, on, or after the date hereof or (ii) if based on Proprietary Information, after termination of my employment. Such Inventions shall be the sole property of the Company and, to the maximum extent permitted by applicable law, shall be deemed works made for hire.
(b) I will, whether during the time that Employee has been employed or after my employment by the Company, whether or not during working hours, that related to (a) current execute such written instruments and anticipated businesses and/or activities do other such acts as may be necessary in the opinion of the CompanyCompany to obtain a patent, (b) the current and anticipated research register a copyright, or development of otherwise enforce the Company, or 's rights in such Inventions (and I hereby irrevocably appoint the Company and any of its officers as my attorney in fact to undertake such acts in my name).
(c) any work performed I understand that the assignment by Employee for the Company, shall be the sole and exclusive property of the Company, and the Company shall own any and all right, title and interest to such Inventions. Employee assigns, and agrees to assign me to the Company whenever so requested does not apply to Inventions that qualify fully under Section 2870(a) of the California Labor Code, which is set forth on Schedule "A." I understand that nothing in this Agreement is intended to expand the scope of protection provided by Sections 2870 through 2872 of the CompanyCalifornia Labor Code. Except as disclosed in Schedule "B", there are no ideas, inventions, technology, computer A-3 Todd Schaeffer Severance Agr. programs, processes, trademarks, s▇▇▇▇▇▇ ▇▇▇▇▇, original works of authorship, designs, formulas, discoveries, patents, copyrights, any and all right, title and interest in and to any such Invention, at the Company’s expenseclaims or rights, and Employee agrees to execute any and all applications, assignments improvements or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part of her work for the Company, she has been asked to create, or contribute modifications to the creation offoregoing that I wish to exclude from the operation of this Agreement.
(d) To the best of my knowledge, there is no existing contract in conflict with this Agreement or any other contract in existence between me and any other person or entity to assign ideas, inventions, technology, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programsprocesses, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit trademarks, service marks, original works of the Company according to the copyright laws of the United Statesauthorship, includingdesigns, but not limited toformulas, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A includingdiscoveries, but not limited topatents, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoing, to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. claims or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right improvements or droit moralmodifications to the foregoing.
Appears in 1 contract
Inventions. Any and I agree that all ideas“Inventions” (which term includes, without limitation, patentable or non-patentable inventions, original works of authorship, derivative works, trade secrets, trademarks, copyrights, service marks, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrightsalgorithms, derivative workscomputer software, trademarksapplication programming interfaces, service marksprotocols, formulas, compositions, ideas, designs, processes, techniques, know-how and data related to the Company’s Confidential and Proprietary Information and all improvements, trade secrets rights and claims related to the like (collectively, “Inventions”foregoing), which I make, conceive, reduce to practice or develop (in whole or in part, either alone or jointly with others) in the course of my work or service with, or employment by, the Company that relate to or are used in the Company’s Business or have been developedrelate to the Company’s actual or demonstrably anticipated research or development (whether before, conceivedupon or after the date of this Agreement), createdshall be the sole property of the Company to the maximum extent permitted by law, discoveredincluding Section 2870 of the California Labor Code, learnedif applicable.
3.1. I hereby irrevocably assign, produced and/or otherwise generated without further consideration, all such Inventions to the Company (free and clear of all liens and encumbrances), and the Company shall be the sole owner of all Rights in connection therewith. Notwithstanding the foregoing, no assignment in this Agreement shall extend to inventions, the assignment of which is prohibited by EmployeeCalifornia Labor Code Section 2870, whether individually which states: Any provision in an employment agreement which provides that an employee shall assign, or otherwiseoffer to assign, during any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:
(1) Relate at the time that Employee has been employed by the Company, whether of conception or not during working hours, that related reduction to (a) current and anticipated businesses and/or activities practice of the Companyinvention to the employer’s business, (b) the current and or actual or demonstrably anticipated research or development of the Company, or employer; or
(c2) Result from any work performed by Employee the employee for the employer. I acknowledge that all original works of authorship made by me (in whole or in part, either alone or jointly with others) within the scope of my work with the Company (prior to my employment) or my employment with the Company that are protectable by copyright are “works made for hire,” as defined in the United States Copyright Act (17 USCA, Section 101). I will not disclose Inventions covered by this Section 3.2 to any person outside the Company other than as necessary or appropriate in connection with performing the duties of my employment with the Company, unless I am requested to do so by the Board of Directors of the Company. Any assignment of copyright hereunder (and any ownership of a copyright as a work made for hire) includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as moral rights (collectively, the “Moral Rights”). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, I hereby waive such Moral Rights and consent to any action of the Company that would otherwise violate such Moral Rights in the absence of such waiver and consent. I will confirm any such waivers and consents from time to time as requested by the Company.
3.2. I agree to maintain adequate and current written records on the development of all Inventions and to disclose promptly to the Company all such Inventions and relevant records, which records shall be deemed Company Materials and accordingly, will remain the sole and exclusive property of the Company. I further agree that all information and records pertaining to any idea, process, trademark, service ▇▇▇▇, invention, technology, computer program, original work of authorship, design, formula, discovery, patent, or copyright that I do not believe to be an Invention, but is conceived, developed, or reduced to practice by me (in whole or in part, either alone or jointly with others) during my employment, shall be promptly disclosed to the Company’s General Counsel (such disclosure to be received in confidence). The Company shall examine such information to determine if, in fact, the ideas, process, or invention, etc., constitutes an Invention subject to assignment under Section 3.
3.3. I agree to perform, during and after my employment, all acts deemed necessary or desirable by the Company shall own any to permit and all right, title and interest to such Inventions. Employee assigns, and agrees to assign to the Company whenever so requested by the Company, any and all right, title and interest in and to any such Inventionassist it, at the Company’s expense, in evidencing, perfecting, obtaining, maintaining, defending and Employee agrees enforcing Rights and/or my assignment with respect to execute such Inventions in any and all applicationscountries. Such acts may include, assignments without limitation, execution of documents and assistance or other instruments which cooperation in legal proceedings. Should the Company deems desirable or be unable to secure my signature on any document necessary to protect such interestsapply for, at prosecute, obtain, enforce or defend any Rights relating to any assigned Invention, whether due to my mental or physical incapacity or any other cause, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents, as my agents and attorneys-in-fact, with full power of substitution, to act for and in my behalf and instead of me, to execute and file any documents and to do all other lawfully permitted acts to further the above purposes with the same legal force and effect as if executed by me.
3.4. I represent that I have validly assigned to the Company all Inventions and all Rights in patentable or non-patentable inventions, original works of authorship, derivative works, trade secrets, trademarks, copyrights, service marks, discoveries, patents, technology, algorithms, computer software, application programming interfaces, protocols, formulas, compositions, ideas, designs, processes, techniques, know-how and data that (a) relate to or are used in the Company’s expense. Employee acknowledges that as part of her work for Business (including, without limitation, the Company’s software platform, she has been asked elements thereof and applications therefor) or relate to createactual or demonstrably anticipated research or development and (b) I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my work or service with or employment by the Company. I agree that my obligations under Section 3.4 shall extend to the assignments described in the preceding sentence. In addition, if I incorporate, integrate or use (or allow the incorporation, integration and use) of any inventions owned by me, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoing, to the extent the works are I have an interest (that do not treated as constitute works made for hire under any applicable lawowned by the Company or are not otherwise assigned to the Company) into/with a Company product, Employee process, service, software, machine or other technology, I hereby irrevocably assigns, transfers, and conveys grant to the Company a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to (directly or indirectly) reproduce, perform, display, create derivative works, distribute, transmit, make, have made, modify, manufacture, practice, import use, sell and its successors and assigns any and otherwise commercially exploit all worldwide rightsuch inventions as part of, title, and interest that Employee may now or in connection with, such Company product, process, service, software, machine or other technology.
3.5. I understand that nothing in this Agreement is intended to expand the future have in scope of protection provided me by Sections 2870 through 2872 of the California Labor Code or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law any analogous provision of any U.S. or foreign other jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moral.
Appears in 1 contract
Sources: Employment Agreement
Inventions. Any and all (a) Employee may create or conceive ideas, concepts, designs, inventions, improvements, discoveries, patentsformulas, patent applicationscomputer programs, continuation-in-part patent applicationsprocesses, divisional patent applicationsand/or writings related directly or indirectly to the Company's products or services. For ease of reference, technologysuch ideas, copyrightsconcepts, derivative worksdesigns, trademarks, service marksinventions, improvements, trade secrets discoveries, formulas, computer programs, processes, and the like (collectively, “Inventions”), which are or have been developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee has been employed by the Companywritings, whether or not during working hourspatentable or copyrightable, that related are referred to (a) current and anticipated businesses and/or activities of the Company, collectively in this Agreement as "Inventions."
(b) Employee shall promptly disclose to the current Company in writing any and anticipated research all Inventions created or development conceived by Employee (either solely or in collaboration with others) during Employee’s employment and, if based to any extent on Confidential Information, within one year after termination of the Company, or Employee’s employment.
(c) any work performed by Employee for the Company, shall be the sole and exclusive property of the Company, and the Company shall own any and all right, title and interest to such Inventions. Employee assigns, hereby assigns and agrees to assign to the Company whenever so requested by the Company, any and all right, title and interest of his rights in and to all Inventions that are made or conceived by Employee (either solely or in collaboration with others) during his employment and, if based to any such extent on Confidential Information, thereafter. Employee agrees not to register, or seek to register, any patent covering any Invention, and he agrees to execute such assignments and other documents and to take such other actions (at the Company’s 's expense), and Employee agrees to execute any and all applications, assignments or other instruments which as the Company deems desirable necessary or necessary advisable to convey full ownership of the Inventions to the Company and to protect such interests, at the Company’s expense. Employee acknowledges that as part of her work for 's interests in the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign lawsInventions. The Company shall have the exclusive right final decision as to register the copyrights in whether or not any legal protection will be sought for Inventions.
(d) Employee shall make and maintain adequate and current written records of all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right Inventions that are required to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoing, to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys disclosed to the Company under this Agreement. The records shall show (i) the full nature of the Invention, and its successors (ii) the critical dates pertaining to conception, development, and assigns any reduction to practice. The records, and all worldwide right, title, and interest other materials created by Employee that Employee may now contain or in the future have in or represent Confidential Information shall be readily available to the works, including, but not limited to, Company at all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moraltimes.
Appears in 1 contract
Sources: Employment Agreement (STS Turbo Inc)
Inventions. Any and all ideas4.1 Employee agrees that any Invention, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the like (collectively, “Inventions”), which are or have been developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee has been employed by the Company, whether or not during working hours, that related to (a) current and anticipated businesses and/or activities of the Company, (b) the current and anticipated research or development of the Company, or (c) any work performed by Employee for the Companyas defined below, shall be the sole and exclusive property of the Company, and further agrees to: (a) promptly and fully inform the Company shall own in writing of any and all right, title and interest to such Inventions. Employee assigns, and agrees to ; (b) assign to the Company whenever so requested by all of Employee’s rights in and to such Inventions, and to applications for patents and copyright registrations and to patents and copyright registrations granted upon such Inventions in the United States or in any foreign country; and (c) promptly acknowledge and deliver to the Company, any and all right, title and interest in and without charge to any such Invention, the Company but at the Company’s expense, such written instruments and perform such other acts as may be necessary, in the reasonable opinion of the Company, to obtain and maintain patents and copyright registrations and to vest the entire rights, interest in and title thereto in the Company.
4.2 Employee agrees and the Company understand that the provisions of this Agreement requiring assignment of Inventions to execute the Company will not apply to any particular Invention that meets each and all applicationsof the following criteria: (a) Employee develops entirely on his own time, assignments completely outside of Employee’s normal working hours; (b) Employee develops related to the work that is disclosed and approved by the Board without using Company equipment, supplies, facilities or other instruments which the Company deems desirable trade secret or necessary to protect such interestsConfidential Information, at the Company’s expense. as defined below; or (c) does not result from any work performed by Employee acknowledges that as part of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and Any such Invention meeting all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the criteria set forth in clauses (a) through (c) above will be owned entirely by Employee, even if developed by Employee during the Employment Period or otherwise during the time period of his employment or association with the Company. Finally, Employee agrees and covenants that he will not individually file any patent applications relating to Inventions without first obtaining an express release from a duly authorized Company representative according to the copyright laws limitations specified in (b) above.
4.3 For purposes of the United States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited tothis Agreement, the right to make term “Inventions” means all uses discoveries, improvements, inventions, ideas and works of the works in which attribution authorship, whether patentable or integrity rights may be implicated. Without in any way limiting the foregoingcopyrightable, to the extent the works are not treated as works conceived or made for hire under any applicable law, by Employee hereby irrevocably assigns, transferseither solely or jointly with others, and conveys relating to any consultation, work or services performed by Employee with, for on behalf of or in conjunction with the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in the future have in based on or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moralderived from Confidential Information.
Appears in 1 contract
Inventions. Any The Executive agrees that all Inventions (as defined in paragraph (e) of this Section 14 below) conceived and/or reduced to practice by the Executive during the period of the Executive’s employment with the Company (and all ideas, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and for a period of six (6) months thereafter provided such Inventions relate to the like (collectively, “Inventions”subject matter of the Executive’s employment with the Company during the six months immediately preceding the termination of the Executive’s employment with the Company), which are or have been developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, made during the time that Employee has been employed by the Company, whether or not during working hours, that related to (a) current and anticipated businesses and/or activities hours of the CompanyCompany or on the Executive’s own time, (b) the current and anticipated research or development of the Company, or (c) any work performed by Employee for the Company, shall will be the sole and exclusive property of the Company. The Executive agrees that the Executive will, with respect to any Invention: (i) keep current, accurate, and the Company shall own any and all rightcomplete written records, title and interest to such Inventions. Employee assigns, and agrees to assign which will belong to the Company whenever so requested by and be kept and stored on the Company, any ’s premises; (ii) promptly and fully disclose the existence and describe the nature of the Invention to the Company in writing (and without request); (iii) assign (and the Executive does hereby assign) to the Company all of the Executive’s right, title and interest in and to (1) all intellectual property conceived, improved, developed, discovered or written by Executive, alone or in collaboration with others, during the period of employment with the Company; (2) all Inventions; and (3) any such Inventionapplications the Company makes for patents or copyrights in any country, at and any patents or copyrights granted to the Company in any country; and (iv) acknowledge and deliver promptly to the Company any written instruments requested by the Company to be executed by the Executive, and perform any other acts desirable or necessary in the Company’s expensesole discretion to preserve property rights in the Invention against forfeiture, abandonment or loss and Employee agrees to execute any obtain and all applications, assignments or other instruments which maintain letters patent and/or copyrights on the Company deems desirable or necessary Invention and to protect such interests, at vest the Company’s expense. Employee acknowledges that as part of her work for entire right and title to the Invention in the Company, she has been asked whether during or after Executive’s employment with the Company.
(a) If the Company is unable to createsecure the Executive’s signature on any document or instrument necessary to obtain or maintain any patent, copyright, trademark or contribute other proprietary rights, whether due to the creation ofExecutive’s mental or physical capacity or any other cause, computer programsthe Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive’s agents and attorneys-in-fact to execute and file such documents and instruments and do all other lawfully permitted acts to further the prosecution, documentation issuance and enforcement of patents, copyrights and other copyrightable worksproprietary rights with the same force and effect as if executed by Executive.
(b) The Executive represents that, except as disclosed below, as of the date of this Agreement, the Executive has no rights under and will make no claims against the Company with respect to any inventions, discoveries, improvements, ideas or works of authorship which would be Inventions if made, conceived, authored or acquired by the Executive during the term of this Agreement. Employee hereby agrees All inventions which the Executive has already conceived or reduced to practice and which the Executive claims to be excluded from the scope of this Agreement are listed below (if none, write “none”):
(c) To the extent that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated Invention qualifies as and shall be a “work made for hire,” as defined in 17 U.S.C. § 101 (1976), as amended, such Invention will constitute “work made for hire” and, as such, will be the exclusive ownership and benefit property of the Company according Company.
(d) For purposes of this Agreement, “Invention” means any invention, process, discovery, improvement or idea, whether or not in writing or reduced to practice and whether or not patentable or copyrightable, made, authored or conceived by the copyright laws of the United StatesExecutive, includingwhether alone or jointly with others, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code that either (“U.S.C.”i) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without relates in any way limiting the foregoingto Employer’s business, to the extent the works are not treated as works made for hire under any applicable lawproducts or processes, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising anticipated or under 17 U.S.C. Sections 106A, rights that may arise under any federal, statedevelopment, or foreign law that conveys rights that are similar (ii) results in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moralway from the Executive’s employment by Employer.
Appears in 1 contract
Inventions. (a) Set forth on Exhibit A hereto is a description of all inventions developed by me as of the date of this Agreement and which are not assigned to the Company hereunder; or, if no such list is attached, I represent that there are no such prior inventions. Any and all inventions, ideas, inventionsproducts, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets processes, manufacturing, marketing and the like service methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (collectivelywhether in source code or object code) and other works of authorship, “Inventions”)know-how, which are or have been developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee has been employed by the Companystrategies and data, whether or not during working hourspatentable or registrable under copyright or similar statutes, that related to made, developed or created by me (a) current and anticipated businesses and/or activities of whether at the Company, (b) the current and anticipated research request or development suggestion of the Company, or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) (ccollectively, together with all intellectual property rights therein and thereto, “Inventions”) either: (i) during the course of my employment by or consultancy with the Company which pertain to any business, products or processes of the Company whether then conducted or then being actively planned by the Company; (ii) which have been developed during working hours or using the Company’s resources; or (iii) which directly relates to any of my work performed during my term of employment by Employee for or consultancy with the Company, shall be are the Company’s sole and exclusive property of and I shall have no claims, interest or title to the Inventions.
(b) With respect to the foregoing Inventions, I will promptly: (i) execute, sign and acknowledge any document necessary to secure the Company, and the Company shall own any and all 's right, title and interest to the Inventions; (ii) deliver to an appropriate executive officer of the Company (other than me) without any additional compensation therefore, all papers, drawings, models, data, documents and other material pertaining to or in any way relating to any Inventions made, developed or created by me as aforesaid. I further acknowledge that all Inventions are “works made for hire” (to the greatest extent permitted by applicable law) and are compensated by my salary (if I am an employee) or by such Inventionsamounts paid to me under any applicable consulting agreement or consulting arrangements (if I am a consultant), unless otherwise required by applicable law. Employee assignsIf any Invention does not constitute a “work made for hire”, and agrees to I hereby irrevocably assign to the Company whenever so requested by the Company, any and for no additional consideration all right, title and interest in and to any such Invention, at the Company’s expense, and Employee agrees to execute any and all applications, assignments or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoing, to the extent the works are not treated as works made for hire under any applicable law, Employee I hereby irrevocably assigns, transfers, designate and conveys to appoint the Company and its successors duly authorized officers and assigns agents, as my agents and attorney-in- fact to act for and on my behalf and instead of me, to execute and file any documents, applications or related findings and to do all worldwide right, title, and interest that Employee may now or other lawfully permitted acts to further the purposes set forth above in the future have in or to the worksthis Section 5, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdictionwithout limitation, the right to ▇▇▇ for pastperfection of assignment and the prosecution and issuance of patents, presentpatent applications, copyright applications and future infringementregistrations, trademark applications and moral, attribution, registrations or other rights in connection with such Inventions and integrity rights. Employee hereby expressly improvements thereto with the same legal force and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moraleffect as if executed by me.
Appears in 1 contract
Inventions. Any and (a) Employee shall promptly disclose to the Company in writing all ideasInventions, inventionswhether or not patentable, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, copyrightable or protectable as trade secrets and the like (collectively, “Inventions”), which are or have been developedsecrets, conceived, createddeveloped, discovered, learned, produced and/or otherwise generated or made by Employee, whether individually alone or otherwisewith others, during the period of Employee’s employment with the Company, whether during working hours or not, and, in the case of clauses (ii) and (iii) below, during the period of Employee’s employment with the Company and at any time that after Employee has been ceases to be employed by the Company, whether for any reason whatsoever, which: (i) relate in any manner to the actual or not during working hoursanticipated business, that related to (a) current and anticipated businesses and/or activities of the Companyresearch, (b) the current and anticipated research or development of the Company; (ii) are conceived, developed, or made using equipment, supplies, facilities, trade secrets or confidential information of Company; or (ciii) any result from, arise out of or relate to work performed by Employee for the Company, .
(b) Employee shall be the sole transfer and exclusive property of the Companyassign, and the Company shall own any does hereby transfer and all rightassign, title and interest to such Inventions. Employee assigns, and agrees to assign to the Company whenever so requested by the Company, any and all of his right, title and interest in and to each Invention covered by this Paragraph 12. As may be requested by the Company from time to time, Employee shall take all steps reasonably necessary to assist Company in obtaining and enforcing any patent, copyright, or other protection which the Chairman elects to obtain or enforce, in any country, for any Invention covered by this Paragraph 12. Employee’s obligation to assist the Company in obtaining and enforcing such Inventionpatents, at the Company’s expensecopyrights, and Employee agrees to execute any and all applications, assignments or other instruments which protections will continue beyond the Company deems desirable or necessary to protect such interests, at the Companytermination of Employee’s expense. Employee acknowledges that as part of her work for employment with the Company, she has been asked to createfor any reason whatsoever, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for but the Company shall be treated compensate Employee at a reasonable rate of compensation, as and shall be a “work made for hire,” determined in the sole discretion of the Chairman, after the termination of his employment for the exclusive ownership and benefit of time actually spent providing such assistance. If the Company according to the copyright laws of the United Statesis unable, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoingafter reasonable effort, to the extent the works are not treated as works made secure Employee’s signature on any document needed to apply for, prosecute, or enforce any patent, copyright, or other protection in relation to any Invention, whether because of Employee’s physical or mental incapacity or for hire under any applicable lawother reason whatsoever, Employee hereby irrevocably assigns, transfers, designates and conveys to the appoints Company and its successors duly authorized officers and assigns agents as Employee’s agent and attorney-in-fact, to act for and in Employee’s behalf and stead to execute and file any such document and to do all worldwide rightother lawfully permitted acts to further the prosecution and enforcement of patents, title, and interest that Employee may now or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory or other protections with the same legal force and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moraleffect as if executed by Employee.
Appears in 1 contract
Inventions. Any Subject to paragraph 6(b), I agree that all right, title, and interest in and to (i) all discoveries, designs, ideas, inventionsworks of authorship, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the like (collectively, “Inventions”), which are or have been developedinventions created, conceived, createdreduced to practice, discoveredor otherwise developed, learnedin whole or in part, produced and/or otherwise generated by Employeeme, whether individually jointly or otherwiseindividually, during my employment or within three (3) years following termination of employment for any reason whatsoever; (ii) all improvements, modifications, and derivative works to and of any of the time that Employee has been employed foregoing in (i); and (iii) all patent, copyright, trademark, trade secret and other intellectual property rights in any of the foregoing in (i) and (ii) (all the foregoing in (i)-(iii), collectively, the "Inventions") will be owned solely and exclusively by the Company. Without limiting the foregoing, whether or not during working hoursall copyrightable subject matter included in the Inventions shall constitute “work made for hire” under applicable copyright law. I will:
(i) promptly and fully disclose and describe, that related in detail satisfactory to (a) current and anticipated businesses and/or activities of the Company, all such Inventions in writing to the Company;
(bii) the current irrevocably and anticipated research or development of unconditionally assign, and I do hereby irrevocably and unconditionally assign, to the Company, without further compensation or (c) any work performed by Employee for the Company, shall be the sole and exclusive property of the Company, and the Company shall own any and all right, title and interest to such Inventions. Employee assigns, and agrees to assign to the Company whenever so requested by the Companyother consideration, any and all rightof my rights, title and interest in and to the Inventions, including without limitation (1) all rights to collect royalties for any such Inventionuse, and pursue remedies for any infringement, misappropriation, or other violation, thereof and (2) all applications for letters of patent, copyright registrations, trademark, service ▇▇▇▇, and trade dress registrations, and industrial design or other forms of protection granted for the Inventions throughout the world;
(iii) deliver promptly to the Company, upon request and in the form and manner prescribed by the Company (without charge to the Company but at the Company’s 's expense), including without limitation my notarized signature in execution of, the written instruments described in paragraph (b) and perform all other acts deemed necessary by the Company to obtain and maintain the instruments and to transfer all rights and title thereto to the Company in accordance with this Agreement; and
(iv) promptly render all assistance that may be required by the Company to enable it to protect or exploit the Inventions in any country of the world. In addition, I do hereby waive and agree never to assert any rights in the Inventions, and Employee agrees to execute any and all applicationspart or parts thereof, assignments or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part are not susceptible of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United Statesassignment by me under applicable law, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive any moral rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, or the right to make all uses the integrity or attribution of the works in which attribution Inventions, or integrity rights may any other right to be implicated. Without in any way limiting associated with the foregoingInventions as its author, to the extent the works are not treated as works made for hire inventor, or user by name or under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now a pseudonym or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moralremain anonymous.
Appears in 1 contract
Sources: Employment Agreement (Patheon N.V.)
Inventions. Any and all ideasAll discoveries, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the like improvements (collectively, “Inventions”), which are or have been developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee has been employed by the Company, whether or not during working hours, that related to (a) current and anticipated businesses and/or activities of the Company, (b) the current and anticipated research or development of the Company, or (c) any work performed by Employee for the Company, shall be the sole and exclusive property of the Company, and the Company shall own any and all right, title and interest to such Inventions. Employee assigns, and agrees to assign to the Company whenever so requested by the Company, any and all right, title and interest in and to any such Invention, at the Company’s expense, and Employee agrees to execute any and all applications, assignments or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoing, to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in the future have in or to the works, including, but not limited to, all ownershipprocesses, U.S. technologies and foreign copyrightsprocedures, ideas and innovations, whether or not patentable or copyrightable including all data and records pertaining thereto), which the Employee may invent, discover, originate, make or conceive during the term of his employment and for a period of six months thereafter, either alone or with others and whether or not during working hours or by the use of facilities of the Company, and which arise out of research conducted by, for or under the direction of the Company or which relate to, or are or may be likely be, useful in connection with the business of the Company. The Employee will promptly and fully disclose Inventions to the Company, and will promptly record Inventions in such form as the Company may request. The Employee will assign to the Company all right, title and interest to all Inventions reduced to writing, drawings or practice by or for the Employee, or an assignee or successor, within six months after termination of employment. This Agreement shall not be construed to limit in any way any "shop rights" or other common law or contractual rights of the Company with respect to any Inventions or Confidential Information, which the Company has or may have by virtue of the Employee's employment or otherwise. 3 The Employee will execute upon the Company's request at any time, and at the Company's expense, any applications, assignments and other documents that the Company may deem necessary or desirable to protect or perfect its rights (including any patent rights) in the Inventions, and will assist the Company, at the Company's expense, in obtaining, defending, and enforcing its rights therein, all treaty, convention, statutory and common law rights under without further compensation or payments to the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rightsEmployee. The Employee hereby expressly and forever irrevocably waives appoints the Company his attorney-in-fact for purposes of effecting any and or all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moralthe foregoing.
Appears in 1 contract
Sources: Employee Agreement (Biopure Corp)
Inventions. Any Intellectual property rights of each party shall be governed by the following:
a) Except as provided in the last sentence of this Section 7(a), any and all ideaswork product, works of authorship, trade secrets, inventions, discoveries, patentsdevelopments and innovations, whether or not patentable or copyrightable, including, but not limited to the Deliverables, software in object and source code formats, devices and prototypes, and intellectual property rights therein conceived, created or reduced to practice by the Company or its employees or agents, and (A) related to (i) the Services performed hereunder (including without limitation in the course of preparing the project proposals attached to this Agreement and for any prior versions of them), and/or (ii) scanning electron beam x-ray technology (including detection and image processing specific to scanning electron beam x-ray sources or methods of such detection and image processing developed in the course of the Services) made or invented on or before one (1) year after termination or expiration of this Agreement, or (B) made or invented using any Confidential Information of NovaRay at any time (before, during or after the term of this Agreement), in each case ((A) and (B)) including without limitation patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets applications and the like patents claiming same (collectively, “Inventions”), which are or have been developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee has been employed by the Company, whether or not during working hours, that related to (a) current and anticipated businesses and/or activities of the Company, (b) the current and anticipated research or development of the Company, or (c) any work performed by Employee for the Company, shall be the sole and exclusive property of the Company, and the Client. Company shall own any and all right, title and interest hereby assigns to such Inventions. Employee assignsClient, and agrees to assign to execute and deliver further documentation reflecting that assignment in the Company whenever so requested by the Company, any and all right, title and interest in and to future when any such InventionInventions are first fixed in a tangible medium or invented, at the Company’s expenseas applicable, and Employee agrees to execute any and all applications, assignments or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoing, to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now in and to the Inventions. All Inventions shall be deemed the Confidential Information of Client. Notwithstanding the foregoing, all work product, works of authorship, trade secrets, inventions, discoveries, developments and innovations arising from any Approved Project (in accordance with the procedure set forth in Section 13 and without breach of Company’s confidentiality obligations set forth herein), and intellectual property rights therein shall be the sole and exclusive property of the Company.
b) Company agrees to execute all papers, including patent applications, invention assignments and copyright assignments, and otherwise agrees to assist Client as reasonably required at Client’s reasonable expense to perfect in Client or enforce the rights, title and other interests in the future have Inventions expressly granted to Client under this Agreement. If Client is unable for any reason, after reasonable effort, to secure Company’s signature on any document needed in connection with the actions specified above, Company hereby irrevocably designates and appoints Client and his or her duly authorized officers and agents as his or her agent and attorney in fact, which appointment is coupled with an interest, to act for and in its behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by Company.
c) Any and all services performed by Company on behalf of Client prior to the worksEffective Date, includingincluding services performed by Company under the Consulting Services Agreement between Company and Client dated January 2, but not limited to2006 (the “Prior Consulting Agreement”) as such services have specifically related to the field of scanning electron beam x-ray technology (including detection and image processing specific to scanning electron beam x-ray sources or methods of such detection and image processing developed in the course of the Services) (the “Prior Services”), shall be deemed Services performed under this Agreement. Accordingly, this Section 7 shall apply to the work product, works of authorship, trade secrets, inventions, discoveries, developments and innovations and the intellectual property rights therein that arise out of the Prior Services (collectively, the “Prior IP”). Without limiting the foregoing, all ownership, U.S. Prior IP shall be owned by Client and foreign copyrightsassigned to Company hereunder in accordance with this Section 7. In addition, all treatyPrior IP and records related thereto shall be deemed the Confidential Information of Client hereunder and subject to the provisions set forth in Article 8. If there is any conflict between this Agreement and the Prior Consulting Agreement, conventionthis Agreement shall prevail. The parties acknowledge that as of the November 30, statutory and common law rights under the law of any U.S. or foreign jurisdiction2007, the right amount outstanding and owed to ▇▇▇ Company as payment for pastthe Prior Services is $[***] (the “Outstanding Amount”). Client shall pay the Outstanding Amount to Company as soon as reasonably possible following the closing of a private placement financing with aggregate proceeds to the Client of not less than $10,000,000. Upon receipt by Company of the Outstanding Amount, presentthe parties acknowledge and agree that Client has paid in full all amounts due and owing for the Prior Services as of November 30, 2007. All amounts due and future infringementowing for Prior Services performed on or after December 1, 2007 and moral, attribution, prior to the Effective Date shall be invoiced and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar payable as provided in nature to those conveyed under 17 U.S.C. Section 106A, and any other type the Statement of moral right or droit moralWork (Exhibit A).
Appears in 1 contract
Sources: Professional Services Agreement (NovaRay Medical, Inc.)
Inventions. Any and all ideas, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the like (collectively, “Inventions”), which are or have been developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee has been employed by the Company, whether or not during working hours, that related to (a) current and anticipated businesses and/or activities of the Company, (b) the current and anticipated research or development of the Company, or (c) any work performed by Employee for the Company, shall be the sole and exclusive property of the Company, and the Company shall own any and all right, title and interest to such Inventions. Employee assigns, and agrees to assign to the Company whenever so requested by the Company, any and all right, title and interest in and to any such Invention, at the Company’s expense, and Employee agrees to execute any and all applications, assignments or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoing, to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ sue for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moral.
Appears in 1 contract
Inventions. Any Subject to paragraph 2b., Executive agrees that all right, title, and interest in and to (i) all discoveries, designs, ideas, inventionsworks of authorship, discoveriesand inventions created, patentsconceived, patent applicationsreduced to practice, continuation-in-part patent applicationsor otherwise developed, divisional patent applicationsin whole or in part, technologyby Executive, copyrightswhether jointly or individually, derivative works, trademarks, service marks, during Executive’s employment or within three years following termination of employment for any reason whatsoever; (ii) all improvements, modifications, and derivative works to and of any of the foregoing in (i), and (iii) all patent, copyright, trademark, trade secrets secret and other intellectual property rights in any of the like foregoing in (i) and (ii) (all the foregoing in (i)-(iii), collectively, the “Inventions”), which are or have been developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee has been employed ) will be owned solely and exclusively by the Company. Without limiting the foregoing, whether or not during working hoursall copyrightable subject matter included in the Inventions shall constitute “work made for hire” under applicable copyright law. Executive will:
(i) promptly and fully disclose and describe, that related in detail satisfactory to (a) current and anticipated businesses and/or activities of the Company, all such Inventions in writing to the Company;
(bii) the current irrevocably and anticipated research or development of unconditionally assign, and Executive does hereby irrevocably and unconditionally assign, to the Company, without further compensation or (c) any work performed by Employee for the Company, shall be the sole and exclusive property of the Company, and the Company shall own any and all right, title and interest to such Inventions. Employee assigns, and agrees to assign to the Company whenever so requested by the Companyother consideration, any and all rightof Executive’s rights, title and interest in and to the Inventions, including without limitation (1) all rights to collect royalties for any such Inventionuse, and pursue remedies for any infringement, misappropriation, or other violation, thereof and (2) all applications for letters of patent, copyright registrations, trademark, service ▇▇▇▇, and trade dress registrations, and industrial design or other forms of protection granted for the Inventions throughout the world;
(iii) deliver promptly to the Company, upon request and in the form and manner prescribed by the Company (without charge to the Company but at the Company’s expense), including without limitation Executive’s notarized signature in execution of, the written instruments described in paragraph b. and perform all other acts deemed necessary by the Company to obtain and maintain the instruments and to transfer all rights and title thereto to the Company in accordance with this Agreement; and
(iv) promptly render all assistance that may be required by the Company to enable it to protect or exploit the Inventions in any country of the world. In addition, Executive does hereby waive and agree never to assert any rights in the Inventions, and Employee agrees to execute any and all applicationspart or parts thereof, assignments or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part are not susceptible of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United Statesassignment by Executive under applicable law, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive any moral rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, or the right to make all uses the integrity or attribution of the works in which attribution Inventions, or integrity rights may any other right to be implicated. Without in any way limiting associated with the foregoingInventions as its author, to the extent the works are not treated as works made for hire inventor, or user by name or under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now a pseudonym or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moralremain anonymous.
Appears in 1 contract
Sources: Employment Agreement (Patheon N.V.)
Inventions. Any (i) For purposes of this Section 5b, the term “Inventions” collectively means any and all ideas, concepts, inventions, discoveries, developments, know how, structures, designs, formulas, algorithms, methods, products, processes, systems and technologies in any stage of development that are conceived, developed or reduced to practice by the Executive alone or with others during the term of this Agreement and any and all patents, patent applications, continuation-in-part patent applications, divisional patent applications, technologypatents pending, copyrights, derivative worksmoral rights, trademarks, service marks, trademarks and any other intellectual property rights therein; and any and all improvements, trade secrets modifications, derivative works from, other rights in and claims related to any of the like foregoing under the laws of any jurisdiction.
(collectivelyii) The Executive agrees to disclose promptly to the Company all ideas and inventions that the Executive believes or should believe to be Inventions along with all relevant records thereof. The Executive hereby assigns and transfers to the Company, “Inventions”without further consideration, the Executive’s entire right, title and interest (throughout the United States and Canada and in all other countries and jurisdictions), which are or have been developedfree and clear of all liens and encumbrances, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during in all and to all Inventions. Such Inventions shall be the time that Employee has been employed by sole property of the Company, whether or not during working hours, that related copyrightable or patentable or in a commercial stage of development. In addition the Executive agrees to (a) maintain adequate current and anticipated businesses and/or activities of written records on the Company, (b) the current and anticipated research or development of the Companyall Inventions, or (c) any work performed by Employee for the Company, which shall be also remain the sole and exclusive property of the Company.
(iii) In the event any Invention shall be deemed by the Company to be copyrightable or patentable or otherwise registrable, the Executive will assist the Company in obtaining and maintaining letters patent or other applicable registrations and in vesting the Company with full title. Should the Company be unable to secure the Executive’s signature on any document necessary to apply for, prosecute, obtain, or enforce any patent, copyright or other right or protection relating to any Invention, due to the Executive’s incapacity or any other cause, the Executive hereby irrevocably designates and appoints the Company and each of its duly authorized officers and agents as the Executive’s agent and attorney-in-fact to do all lawfully permitted acts to further the prosecution, issuance, and enforcement of patents, copyrights, or other rights or protection with the Company shall own any same force and all right, title effect as if executed and interest to such Inventions. Employee assigns, and agrees to assign to the Company whenever so requested delivered by the Company, any and all right, title and interest in and to any such Invention, at the Company’s expense, and Employee agrees to execute any and all applications, assignments or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby Executive.
(iv) The Executive agrees that any and all computer programsidea, documentation and other copyrightable materials that she has prepared invention, writing, discovery, patent, copyright, trademark or worked on for the Company similar item, or improvement shall be treated as and shall presumed to be a “work made for hire,” for an Invention if it is conceived, developed, used, sold, exploited or reduced to practice by the exclusive ownership and benefit of the Company according to the copyright laws of the United States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution Executive or integrity rights may be implicated. Without in any way limiting the foregoing, to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moral.with the
Appears in 1 contract
Inventions. Any and all 1. All inventions, ideas, inventionscreations, discoveries, patentscomputer programs, patent applicationsworks of authorship, continuation-in-part patent applicationsdata, divisional patent applicationsdevelopments, technology, copyrightsdesigns, derivative works, trademarks, service marks, improvements, trade secrets innovations and the like improvements (collectively, “Inventions”), whether or not patentable and whether or not copyrightable) which are or have been developedmade, conceived, reduced to practice, created, discoveredwritten, learneddesigned or developed by the Аrtist Manager, produced and/or otherwise generated by Employee, solely or jointly with others or under Аrtist Manager's direction and whether individually during normal business hours or otherwise, (i) during the time that Employee has been employed by the Company, whether or not during working hours, that Consultation Period if related to (a) current and anticipated businesses and/or activities the business of the Company, (b) the current and anticipated research or development of the Company, Client or (cii) any work performed by Employee for after the CompanyConsultation Period if resulting or directly derived from Proprietary Information (as defined below) (collectively under clauses (i) and (ii), "Inventions"), shall be the sole and exclusive property of the Company, Client. The Аrtist Manager hereby assigns to the Client all Inventions and the Company shall own any and all rightrelated patents, title and interest to such Inventions. Employee assignscopyrights, trademarks, trade names, and agrees other industrial and intellectual property rights and applications therefore, in the United States and elsewhere and appoints any officer of the Client as ▇▇▇▇▇▇ Manager's duly authorized attorney to assign execute, file, prosecute and protect the same before any government agency, court or authority. However, this paragraph shall not apply to Inventions which do not relate to the Company whenever so requested business or research and development conducted or planned to be conducted by the Company, any and all right, title and interest in and to any such Invention, Client at the Companytime such Invention is created, made, conceived or reduced to practice and which are made and conceived by the Аrtist Manager not during normal working hours, not on the Client’s expensepremises and not using the Client’s tools, and Employee agrees to execute any and all applicationsdevices, assignments equipment or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expenseProprietary Information. Employee The Аrtist Manager further acknowledges that as part each original work of her work for authorship which is made by the Company, she has been asked to create, Аrtist Manager (solely or contribute to jointly with others) within the creation of, computer programs, documentation scope of the Agreement and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be which is protectable by copyright is a “"work made for hire,” for " as that term is defined in the exclusive United States Copyright Act.
2. Upon the request of the Client and at the Client’s expense, the Аrtist Manager shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Client and to assist the Client in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention. The Аrtist Manager also hereby waives all claims to moral rights in any Inventions.
3. The Аrtist Manager shall promptly disclose to the Client all Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Client) to document the conception and/or first actual reduction to practice of any Invention. Such written records shall be available to and remain the sole property of the Client at all times.
4. Notwithstanding the foregoing in this Section 6(b), the ownership and benefit use of the Company according Inventions that are assigned to the copyright laws of Client in Section 6(b)(i) (the United States, including, but not "Assigned Inventions") shall be limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights set forth in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoing, to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moral.Exhibit B.
Appears in 1 contract
Sources: Artist Management Contract
Inventions. Any 12.1 TGB shall inform Company promptly and fully of all ideasInventions made or developed by it in the course of or in connection with TGB’s or any of its permitted Subcontractors (including Manufacturing Subcontractors) performance of services under this Agreement and/or on Company’s behalf. Upon request by Company, inventionssuch information shall be in the form of a written report, discoveriessetting forth in detail the structures, patentsprocedures, patent applicationsprocesses, continuation-in-part patent applicationscompositions and methodology employed therein, divisional patent applicationsas well as the results achieved thereby.
12.2 TGB hereby assigns to Company all of TGB’s rights in and to such Inventions, technology, copyrights, derivative works, trademarks, service marks, including all improvements, trade secrets and in and to any applications for United States or foreign letters patent and copyrights and to any resulting letters patent and copyright registrations thereof. TGB warrants to Company that it shall secure such agreements with its employees and/or permitted Sub-contractors (including Manufacturing Subcontractors) as are necessary to carry out the like (collectively, “Inventions”), which are or have been developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee has been employed by the Company, whether or not during working hours, that related to (a) current and anticipated businesses and/or activities provisions of the Company, (b) the current and anticipated research or development of the Companythis Section. TGB shall execute all documents, or (c) any work performed cause such documents to be executed, when reasonably called upon by Employee for the Company to do so in order to perfect Company, shall be the sole and exclusive property of the Company, and the Company shall own any and all right, ’s title and interest to such all Inventions. Employee assigns, and TGB further agrees to assign to the Company whenever so requested by the Company, execute any and all powers of attorney, applications, assignments, declarations, affidavits, and any other papers in connection therewith necessary to perfect such right, title and interest in Inventions, including related patent applications and to any such Inventionpatents, at in Company. Notwithstanding the Company’s expense, and Employee agrees to execute any and all applications, assignments or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part preceding provisions of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoingthis Section 12.2, to the extent the works are an Invention (i) relates solely to footwear, (ii) does not treated as works made have any application to skates, wheels or footwear for hire under any applicable law, Employee hereby irrevocably assigns, transfersrolling or grinding, and conveys (iii) is invented solely by TGB without material input from Company and is not based upon or related to the Company’s Confidential Information, then Company is hereby granted a non-exclusive, royalty free license to fully use and disclose any such Inventions (hereinafter “TGB Footwear Only Inventions”) during the term of this Agreement and extending for one year after the termination or expiration of this Agreement. TGB shall own the TGB Footwear Only Inventions. Upon termination or expiration of this Agreement, TGB and Company agree to enter good faith negotiations for TGB to grant Company a non-exclusive license to continue to use the TGB Footwear Only Inventions, subject to reasonable royalties and commercially reasonable terms and conditions acceptable to both parties, and at terms at least as favorable to any other licensee of the TGB Footwear Only Inventions. Notwithstanding the forgoing, this provision shall not preclude, limit or prevent the use by TGB and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in affiliates of the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moralTGB Footwear Only Inventions.
Appears in 1 contract
Sources: Sourcing Agreement (Heelys, Inc.)
Inventions. Any and all ideasThe SAB Member shall promptly disclose to RXi, inventionsand, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and subject to the like (collectively, “Inventions”), which are or have been developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee has been employed by the Company, whether or not during working hours, that related to (a) current and anticipated businesses and/or activities terms of the Companythird paragraph of this Section 8, (b) the current and anticipated research or development of the Company, or (c) any work performed by Employee for the Company, shall be the sole and exclusive property of the Company, and the Company shall own any and all right, title and interest to such Inventions. Employee assigns, hereby assigns and agrees to assign to the Company whenever so requested RXi (or as otherwise directed by the CompanyRXi), any and all his full right, title and interest interest, if any, to all Inventions (as defined below). The SAB Member agrees to cooperate fully with RXi, their attorneys and agents, in the preparation and filing of all papers and other documents as may be required to perfect RXi’s rights in and to any of such Invention, at the Company’s expense, and Employee agrees to execute any and all applications, assignments or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United StatesInventions, including, but not limited to, Sections 101 and 201 execution of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoing, to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide rightapplications for domestic and foreign patents, titlecopyrights or other proprietary rights and the performance of such other acts (including, among others, the execution and delivery of instruments of further assurance or confirmation) requested by RXi to assign the Inventions to RXi and to permit RXi to file, obtain and enforce any patents, copyrights or other proprietary rights in the Inventions, all at RXi’s sole cost and expense. The SAB Member hereby designates RXi as his agent, and interest that Employee may now or grants to RXi a power of attorney with full power of substitution, which power of attorney shall be deemed coupled with an interest, for the purpose of effecting any such assignment hereunder from the SAB Member to RXi in the future have event the SAB Member should fail or refuse to sign and deliver any document in or connection with perfecting the foregoing rights of RXi within 10 days following RXi’s request; provided that, in each case in which RXi intend to exercise this right (i) they shall give the worksSAB Member 30 days written notice, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law by certified mail that they intend to exercise their rights under this sentence, which notice shall refer to this Agreement and shall be accompanied by (a) copies of the law documents that RXi intend to execute or file, or a description of any U.S. or foreign jurisdiction, the right other acts that Companies intend to ▇▇▇ for past, presenttake, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, (b) reasonably sufficient information about the Invention or foreign law that conveys rights that are similar in nature other intellectual property to those conveyed under 17 U.S.C. Section 106A, and any other type which the documents or acts relate for the SAB Member to make a determination of moral right whether the document or droit moral.acts
Appears in 1 contract
Sources: Scientific Advisory Board Agreement
Inventions. Any and all ideas, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the like (collectively, “Inventions”), which are or have been developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee has been employed by the Company, whether or not during working hours, that related to (a) current and anticipated businesses and/or activities of the Company, (b) the current and anticipated research or development of the Company, or (c) any work performed by Employee for the Company, shall be the sole and exclusive property of the Company, and the Company shall own any and all right, title and interest to such Inventions. Employee assigns, and agrees to assign to the Company whenever so requested by the Company, any and all right, title and interest in and to any such Invention, at the Company’s expense, and Employee agrees to execute any and all applications, assignments or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoing, to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇s▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section Sections 106A, and any other type of moral right or droit moral.
Appears in 1 contract
Sources: Retirement and Separation Agreement (Build a Bear Workshop Inc)
Inventions. Any With respect to Inventions and all ideasrelated matters, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets you and the like Company agree as follows:
(collectively, “Inventions”)i) All Inventions related to the present or planned business of the Company, which are conceived or have been developedreduced to practice by you, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually either alone or otherwisewith others, during the time that Employee has been employed by the Companyperiod of your employment or during a period of one hundred twenty (120) days after termination of such employment, whether or not done during your regular working hours, that related to (a) current and anticipated businesses and/or activities are the sole property of the Company. The provisions of this paragraph (i) shall not apply to an invention for which no equipment, supplies, facilities or trade secret information of the Company was used and which was developed entirely on your own time, unless (bA) the current and anticipated research or development invention relates (I) to the business of the Company, or (cII) to your actual or demonstrably anticipated research or development for the Company, or (B) the invention results from any work performed by Employee you for the Company.
(ii) You will disclose promptly and in writing to the Company, shall be through the sole and exclusive property General Counsel of the Company, and the Company shall own any and all right, title and interest to such Inventions. Employee assignsInventions which are covered by this Agreement, and agrees you agree to assign to the Company whenever so requested by the Company, any and or its nominee all right, title and interest in and to any such Invention, at the Company’s expense, and Employee agrees to execute any and all applications, assignments or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoing, to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide your right, title, and interest that Employee may now in and to such Inventions. You agree not to disclose any of these Inventions to others, without the express consent of the Company, except as required by your employment.
(iii) You will, at any time, on request of the Company, execute specific assignments in favor of the Company or its nominee of your interest in and to any of the future have in Inventions covered by this Agreement, as well as execute all papers, render all assistance, and perform all lawful acts which the Company considers necessary or to advisable for the workspreparation, includingfiling, but not limited toprosecution, all ownershipissuance, U.S. procurement, maintenance or enforcement of patent applications and patents of the United States and foreign copyrightscountries for these Inventions, all treaty, convention, statutory and common law rights under for the law transfer of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rightsinterest you may have. Employee hereby expressly and forever irrevocably waives You will execute any and all papers and documents required to vest title in the Company or its nominee in the above Inventions, patent applications, patents, and interests.
(iv) You understand that you shall receive fifty dollars ($50.00) for the execution of each document, and one hundred fifty dollars ($150.00) per day of each day or portion thereof spent at the request of the Company in the performance of acts pursuant to paragraph (iii), plus reimbursement for any out-of-pocket expenses incurred by you at the Company’s request in such performance.
(v) You further understand that the absence of a request by the Company for information, or for the making of an oath, or for the execution of any document, shall in no way be construed to constitute a waiver of the Company’s rights under this Agreement.
(vi) You have disclosed to the Company all continuing obligations which you have with respect to the assignment of Inventions to any previous employers, and you claim no previous unpatented Inventions as your own, except for those which have been reduced to practice and which are shown on a schedule, if any, attached to this Agreement. You understand that she the Company does not seek any confidential information which you may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106Aacquired from a previous employer, and you will not disclose any other type of moral right or droit moralsuch information to the Company.
Appears in 1 contract
Inventions. Any and (a) The Executive agrees that all ideas, inventions, discoveries, improvements and patentable or copyrightable works ("INVENTIONS") initiated, conceived or made by him, either alone or in conjunction with others, during the Employment Period shall be the sole property of the Company to the maximum extent permitted by applicable law and, to the extent permitted by law, shall be "works made for hire" as that term is defined in the United States Copyright Act (17 U.S.C.A., Section 101). The Company shall be the sole owner of all patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative workstrade secret rights, trademarksand other intellectual property or other rights in connection therewith. The Executive hereby assigns to the Company all right, service markstitle and interest he may have or acquire in all such Inventions; provided, improvementshowever, trade secrets that the Board may in its sole discretion agree to waive the Company's rights pursuant to this Section 3.5 with respect to any Invention that is not directly or indirectly related to the Company's business. The Executive further agrees to assist the Company in every proper way (but at the Company's expense) to obtain and from time to time enforce patents, copyrights or other rights on such Inventions in any and all countries, and to that end the like Executive will execute all documents necessary:
(collectivelyi) to apply for, “Inventions”obtain and vest in the name of the Company alone (unless the Company otherwise directs) letters patent, copyrights or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same; and
(ii) to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyright or other analogous protection.
(b) The Executive acknowledges that while performing the services under this Agreement the Executive may locate, identify and/or evaluate patented or patentable inventions having commercial potential in the fields of automotive repair or retail sales of automotive aftermarket products and other fields which may be of potential interest to the Company or one of its affiliates (the "THIRD PARTY INVENTIONS"). The Executive understands, which are acknowledges and agrees that all rights to, interests in or have been developedopportunities regarding, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee has been employed all Third-Party Inventions identified by the Company, whether any of its affiliates or not during working hours, that related to (a) current and anticipated businesses and/or activities either of the Companyforegoing persons' officers, directors, employees (b) including the current and anticipated research Executive), agents or development of consultants during the Company, or (c) any work performed by Employee for the Company, Employment Period shall be and remain the sole and exclusive property of the Company or such affiliate and the Executive shall have no rights whatsoever to such Third-Party Inventions and will not pursue for himself or for others any transaction relating to the Third-Party Inventions which is not on behalf of the Company unless the Company has expressly abandoned its interest in such Third Party Inventions in writing.
(c) The Executive agrees that he will promptly disclose to the Company, and the Company shall own or any and all right, title and interest to such Inventions. Employee assigns, and agrees to assign to the Company whenever so requested persons designated by the Company, any and all rightimprovements, title and interest in and Inventions made or conceived or reduced to any such Inventionpractice, at either alone or jointly with others, during the Company’s expense, and Employee agrees to execute any and all applications, assignments or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoing, to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moralEmployment Period.
Appears in 1 contract
Inventions. Any You acknowledge that all original works of authorship that were made by you (solely or jointly with others) within the scope of your employment or which relate to the business of the Company or a Company affiliate and all ideas, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the like (collectively, “Inventions”), which are or have been developed, conceived, created, discovered, learned, produced and/or otherwise generated protectable by Employee, whether individually or otherwise, during copyright are “works made for hire” pursuant to the time that Employee has been employed by the Company, whether or not during working hours, that related to United States Copyright Act (a) current and anticipated businesses and/or activities of the Company, (b) the current and anticipated research or development of the Company, or (c) any work performed by Employee for the Company, shall be the sole and exclusive property of the Company, and the Company shall own any and all right, title and interest to such Inventions17 U.S.C. § 101). Employee assigns, and agrees to You hereby assign to the Company whenever so requested by the Company, any and or its designee all of your right, title and interest in and to any all of the foregoing. Following the Separation Date, you agree to promptly inform and disclose all Inventions to the Company in writing, to assign all Inventions to the Company, to provide all assistance reasonably requested by the Company to preserve its interests in the Inventions (such Inventionas by executing assignments and other documents, testifying, etc.), such assistance to be provided at the Company’s expenseexpense but without additional compensation to you. All ideas, discoveries, creations, manuscripts and properties, innovations, improvements, know-how, inventions, designs, developments, apparatus, techniques, methods, laboratory notebooks, formulae, data, protocols, writings, specifications, sound recordings, and Employee agrees pictorial and graphical representations; the exclusive legal right to execute any reproduce, perform, display, distribute and make derivative works of a work of authorship (“Copyright”); and all applicationspaternity, assignments integrity, disclosure, modification, withdrawal, special and any other similar rights recognized by the laws of any jurisdiction or other instruments which country as “moral rights,” “artist’s rights,” “droit moral,” or the Company deems desirable or necessary like (collectively, “Moral Rights”) shall be collectively referred to protect such interests, at the Company’s expenseherein as “Inventions”. Employee acknowledges that as part of her work for At any time after your employment with the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company you shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoing, to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to fully cooperate with the Company and its successors attorneys and assigns agents in securing and protecting the Company’s rights to Inventions, including but not limited to the preparation and filing of all papers and other documents as may be required to perfect the Company’s rights in and to any of such Inventions, and joining in any proceeding to obtain letters patent, copyrights, trademarks or other legal rights with respect to any such Inventions in the United States and in any and all worldwide rightother countries, titleprovided that the Company shall bear the expense of such proceedings, and interest that Employee may now any patent or in the future have in or other legal right so issued to you personally shall be assigned by you to the worksCompany or its designee without charge by you. If the Company is unable, includingafter reasonable effort, but not limited toto secure your signature on any such papers and/or other documents, all ownership, U.S. you hereby irrevocably designate and foreign copyrights, all treaty, convention, statutory appoint each officer of the Company as your agent and common law rights under the law of attorney-in-fact to execute any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, presentsuch papers on your behalf, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives to take any and all actions as the Company may deem necessary or desirable in order to protect its rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under and interests in any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moralInvention.
Appears in 1 contract
Sources: Separation and Release Agreement (Aspen Aerogels Inc)
Inventions. Any and all (a) Employee does not have any right, title or interest in, nor has Employee made or conceived, wholly or in part, prior to the execution of this Agreement, any ideas, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, discoveries and improvements, trade secrets except as disclosed on the attached Exhibit B.
(b) All ideas, inventions, discoveries and improvements Employee makes or conceives, solely or with others, while employed by the like Company, where the subject matter of such ideas, inventions, discoveries and improvements results from or is suggested by any work that Employee does for or on behalf of the Company or relates in any way to the Company’s products, services or businesses (collectively, “Inventions”), which are or have been developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee has been employed by shall belong to the Company, whether they are patentable or not. The fact that such Inventions are made or conceived by Employee outside of the Company’s facilities or other than during Employee’s working hours at the Company shall not during working hoursdiminish the Company’s rights with respect to such Inventions that otherwise fall within this paragraph;
(c) Employee hereby assigns all right, title and interest it may possess in and to such Inventions to the Company or its nominee, including the right to ▇▇▇ for and recover damages for past infringement and the right to claim priority to any applications filed that related to include those Inventions;
(ad) current and anticipated businesses and/or activities At the request of the Company, (b) either during or after the current termination of Employee’s employment under this Agreement, Employee shall execute or join in executing all papers or documents required for the filing of patent applications in the United States and anticipated research such foreign countries as the Company may elect relating to Inventions covered by this Agreement, and Employee shall execute or development join in executing all papers or documents needed to assign all such patent applications to the Company or its nominee, and shall provide the Company or its agents or attorneys with all reasonable assistance in the preparation and prosecution of patent applications, drawings, specifications and the like, all at the expense of the Company, and shall do all that may be necessary to establish, protect and maintain the rights of the Company or its nominee in such Inventions, patent applications, and Letters Patent in accordance with the spirit of this Agreement; and
(ce) In the event Employee is unable or unwilling to execute any work performed by Employee for documents as reasonably required to protect the Company’s Inventions, and to file copyright, patent, patent application and/or associated documents, Employee hereby irrevocably appoints the President of the Company as Employee’s attorney to execute and deliver such documents on Employee’s behalf and in Employee’s name and to do all other lawfully permitted acts to transfer the Inventions to the Company and further the transfer, issuance, prosecution and maintenance of all intellectual property rights therein, to the fullest extent permitted by law. All such Inventions shall be remain the sole and exclusive property of the Company, whether patentable or not.
(f) Employee shall execute and the Company shall own any and all right, title and interest to such Inventions. Employee assigns, and agrees to assign deliver to the Company whenever so such further instruments or documents as may be requested by the Company, any and all right, title and interest Company in and order to any such Invention, at effectuate the Company’s expense, and Employee agrees to execute any and all applications, assignments or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part purposes of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoing, to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. this Section 106A, and any other type of moral right or droit moral9.
Appears in 1 contract
Inventions. Any and all ideas, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the like (collectively, “Inventions”), which are or have been developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee has been employed by the Company, whether or not during working hours, that related to (a) current and anticipated businesses The Executive agrees that all Inventions (as defined in paragraph (e) of this Section 14 below) conceived and/or activities reduced to practice by the Executive during the period of the Company, Executive’s employment with the Company (band for a period of six (6) months thereafter provided such Inventions relate to the current and anticipated research or development subject matter of the Company, or (c) any work performed by Employee for Executive's employment with the Company during the six months immediately preceding the termination of the Executive's employment with the Company), shall whether made during the working hours of the Company or on the Executive's own time, will be the sole and exclusive property of the Company. The Executive agrees that the Executive will, with respect to any Invention: (i) keep current, accurate, and the Company shall own any and all rightcomplete written records, title and interest to such Inventions. Employee assigns, and agrees to assign which will belong to the Company whenever so requested by and be kept and stored on the Company, any ’s premises; (ii) promptly and fully disclose the existence and describe the nature of the Invention to the Company in writing (and without request); (iii) assign (and the Executive does hereby assign) to the Company all of the Executive’s right, title and interest in and to (1) all intellectual property conceived, improved, developed, discovered or written by Executive, alone or in collaboration with others, during the period of employment with the Company; (2) all Inventions; and (3) any such Inventionapplications the Company makes for patents or copyrights in any country, at and any patents or copyrights granted to the Company in any country; and (iv) acknowledge and deliver promptly to the Company any written instruments requested by the Company to be executed by the Executive, and perform any other acts desirable or necessary in the Company’s expensesole discretion to preserve property rights in the Invention against forfeiture, abandonment or loss and Employee agrees to execute any obtain and all applications, assignments or other instruments which maintain letters patent and/or copyrights on the Company deems desirable or necessary Invention and to protect such interests, at vest the Company’s expense. Employee acknowledges that as part of her work for entire right and title to the Invention in the Company, she has been asked whether during or after Executive's employment with the Company.
(b) If the Company is unable to createsecure the Executive's signature on any document or instrument necessary to obtain or maintain any patent, copyright, trademark or contribute other proprietary rights, whether due to the creation ofExecutive's mental or physical capacity or any other cause, computer programsthe Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive's agents and attorneys-in-fact to execute and file such documents and instruments and do all other lawfully permitted acts to further the prosecution, documentation issuance and enforcement of patents, copyrights and other copyrightable worksproprietary rights with the same force and effect as if executed by Executive.
(c) The Executive represents that, except as disclosed below, as of the date of this Agreement, the Executive has no rights under and will make no claims against the Company with respect to any inventions, discoveries, improvements, ideas or works of authorship which would be Inventions if made, conceived, authored or acquired by the Executive during the term of this Agreement. Employee hereby agrees All inventions which the Executive has already conceived or reduced to practice and which the Executive claims to be excluded from the scope of this Agreement are listed below (if none, write “none”): _________None_________________________________________________________ _____________________________________________________________________ _ ______________________________________________________________________
(d) To the extent that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated Invention qualifies as and shall be a “work made for hire,” as defined in 17 U.S.C. § 101 (1976), as amended, such Invention will constitute “work made for hire” and, as such, will be the exclusive ownership and benefit property of the Company according Company.
(e) For purposes of this Agreement, “Invention” means any invention, process, discovery, improvement or idea, whether or not in writing or reduced to practice and whether or not patentable or copyrightable, made, authored or conceived by the copyright laws of the United StatesExecutive, includingwhether alone or jointly with others, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code that either (“U.S.C.”i) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without relates in any way limiting the foregoingto Employer’s business, to the extent the works are not treated as works made for hire under any applicable lawproducts or processes, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising anticipated or under 17 U.S.C. Sections 106A, rights that may arise under any federal, statedevelopment, or foreign law that conveys rights that are similar (ii) results in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moralway from the Executive's employment by Employer.
Appears in 1 contract
Inventions. Any Subject to paragraph 2 b., Executive agrees that all right, title, and interest in and to (i) all discoveries, designs, ideas, inventionsworks of authorship, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the like (collectively, “Inventions”), which are or have been developedinventions created, conceived, createdreduced to practice, discoveredor otherwise developed, learnedin whole or in part, produced and/or otherwise generated by EmployeeExecutive, whether individually jointly or otherwiseindividually, during Executive's employment or within three years following termination of employment for any reason whatsoever; (ii) all improvements, modifications, and derivative works to and of any of the time that Employee has been employed foregoing in (i); and (iii) all patent, copyright, trademark, trade secret and other intellectual property rights in any of the foregoing in (i) and (ii) (all the foregoing in (i)-(iii), collectively, the "Inventions") will be owned solely and exclusively by the Company. Without limiting the foregoing, whether or not during working hoursall copyrightable subject matter included in the Inventions shall constitute “work made for hire” under applicable copyright law. Executive will:
(i) promptly and fully disclose and describe, that related in detail satisfactory to (a) current and anticipated businesses and/or activities of the Company, all such Inventions in writing to the Company;
(bii) the current irrevocably and anticipated research or development of unconditionally assign, and Executive does hereby irrevocably and unconditionally assign, to the Company, without further compensation or (c) any work performed by Employee for the Company, shall be the sole and exclusive property of the Company, and the Company shall own any and all right, title and interest to such Inventions. Employee assigns, and agrees to assign to the Company whenever so requested by the Companyother consideration, any and all rightof Executive's rights, title and interest in and to the Inventions, including without limitation (1) all rights to collect royalties for any such Inventionuse, and pursue remedies for any infringement, misappropriation, or other violation, thereof and (2) all applications for letters of patent, copyright registrations, trademark, service mark, an▇ ▇▇ade dress registrations, and industrial design or other forms of protection granted for the Inventions throughout the world;
(iii) deliver promptly to the Company, upon request and in the form and manner prescribed by the Company (without charge to the Company but at the Company’s 's expense), including without limitation Executive's notarized signature in execution of, the written instruments described in paragraph b. and perform all other acts deemed necessary by the Company to obtain and maintain the instruments and to transfer all rights and title thereto to the Company in accordance with this Agreement; and
(iv) promptly render all assistance that may be required by the Company to enable it to protect or exploit the Inventions in any country of the world. In addition, Executive does hereby waive and agree never to assert any rights in the Inventions, and Employee agrees to execute any and all applicationspart or parts thereof, assignments or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part are not susceptible of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United Statesassignment by Executive under applicable law, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive any moral rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, or the right to make all uses the integrity or attribution of the works in which attribution Inventions, or integrity rights may any other right to be implicated. Without in any way limiting associated with the foregoingInventions as its author, to the extent the works are not treated as works made for hire inventor, or user by name or under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now a pseudonym or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moralremain anonymous.
Appears in 1 contract
Sources: Employment Agreement (Patheon Inc)
Inventions. Any Subject to paragraph 2 b., Executive agrees that all right, title, and interest in and to (i) all discoveries, designs, ideas, inventionsworks of authorship, discoveriesand inventions created, patentsconceived, patent applicationsreduced to practice, continuation-in-part patent applicationsor otherwise developed, divisional patent applicationsin whole or in part, technologyby Executive, copyrightswhether jointly or individually, derivative works, trademarks, service marks, during Executive’s employment or within three years following termination of employment for any reason whatsoever; (ii) all improvements, modifications, and derivative works to and of any of the foregoing in (i); and (iii) all patent, copyright, trademark, trade secrets secret and other intellectual property rights in any of the like foregoing in (i) and (ii) (all the foregoing in (i)-(iii), collectively, the “Inventions”), which are or have been developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee has been employed ) will be owned solely and exclusively by the Company. Without limiting the foregoing, whether or not during working hoursall copyrightable subject matter included in the Inventions shall constitute “work made for hire” under applicable copyright law. Executive will:
(i) promptly and fully disclose and describe, that related in detail satisfactory to (a) current and anticipated businesses and/or activities of the Company, all such Inventions in writing to the Company;
(bii) the current irrevocably and anticipated research or development of unconditionally assign, and Executive does hereby irrevocably and unconditionally assign, to the Company, without further compensation or (c) any work performed by Employee for the Company, shall be the sole and exclusive property of the Company, and the Company shall own any and all right, title and interest to such Inventions. Employee assigns, and agrees to assign to the Company whenever so requested by the Companyother consideration, any and all rightof Executive’s rights, title and interest in and to the Inventions, including without limitation (1) all rights to collect royalties for any such Inventionuse, and pursue remedies for any infringement, misappropriation, or other violation, thereof and (2) all applications for letters of patent, copyright registrations, trademark, service m▇▇▇, and trade dress registrations, and industrial design or other forms of protection granted for the Inventions throughout the world;
(iii) deliver promptly to the Company, upon request and in the form and manner prescribed by the Company (without charge to the Company but at the Company’s expense), including without limitation Executive’s notarized signature in execution of, the written instruments described in paragraph b. and perform all other acts deemed necessary by the Company to obtain and maintain the instruments and to transfer all rights and title thereto to the Company in accordance with this Agreement; and
(iv) promptly render all assistance that may be required by the Company to enable it to protect or exploit the Inventions in any country of the world. In addition, Executive does hereby waive and agree never to assert any rights in the Inventions, and Employee agrees to execute any and all applicationspart or parts thereof, assignments or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part are not susceptible of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United Statesassignment by Executive under applicable law, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive any moral rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, or the right to make all uses the integrity or attribution of the works in which attribution Inventions, or integrity rights may any other right to be implicated. Without in any way limiting associated with the foregoingInventions as its author, to the extent the works are not treated as works made for hire inventor, or user by name or under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now a pseudonym or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moralremain anonymous.
Appears in 1 contract
Sources: Employment Agreement (Patheon Holdings Cooperatief U.A.)
Inventions. Any Employee shall promptly, and in any event no later than thirty (30) days after termination of Employee’s employment with the Employer for any reason, with respect to Inventions (as hereinafter defined) made or conceived by Employee during Employee’s employment, either solely or jointly with others, if based on or related to or connected with the Business or if the Employer’s time, material, facilities or other employees of the Employer Group contributed thereto:
(a) Promptly and fully inform the Employer in writing of such Inventions;
(b) assign, and Employee does hereby assign, to the Employer all ideasof Employee’s rights to such Inventions, inventionsif any, discoveriesand to (x) applications for Letters Patent and to Letters Patent granted upon such Inventions, patents, patent (y) applications for trademarks and any registrations granted in respect of such applications, continuation-in-part patent applicationsand (z) registrations of copyrights; and
(c) acknowledge and deliver promptly to the Employer (without charge to Employee) such written instruments and do such other acts as may be reasonably necessary to obtain and maintain Letters Patent, divisional patent applicationstrademarks and copyrights and to vest the entire right and title of all Inventions in the Employer. All Inventions, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the like (collectively, “Inventions”), which are or have been developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee has been employed by the Company, regardless of whether or not during working hours, that related to (a) current they are considered “works for hire,” shall for all purposes be regarded as acquired and anticipated businesses and/or activities of the Company, (b) the current and anticipated research or development of the Company, or (c) any work performed held by Employee for the Companybenefit, and shall be the sole and exclusive property property, of the Company, and the Company shall own any and all right, title and interest to such Inventions. Employee assigns, and agrees to assign to the Company whenever so requested by the Company, any and all right, title and interest in and to any such Invention, at the Company’s expense, and Employee agrees to execute any and all applications, assignments or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign lawsEmployer. The Company provisions of Section 4.02 shall have survive the exclusive right to register the copyrights in all such works in its name as the owner and author termination of such works and shall have the exclusive rights conveyed Employee’s employment under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoing, to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moralthis Agreement.
Appears in 1 contract
Sources: Employment Agreement (Enterprise Acquisition Corp.)
Inventions. Any The Company is and will be, the sole and exclusive owner of all right, title, and interest throughout the world in and to all the results and proceeds of the Services performed under this Agreement (collectively, the “Deliverables”) and all ideasother writings, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, and materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, modified, conceived, or reduced to practice in the course of performing the Services (collectively, and including the Deliverables, “Work Product”), including all patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative trademarks (together with the goodwill symbolized thereby), trade secrets, know-how, and other confidential or proprietary information and other intellectual property rights (collectively “Intellectual Property Rights”) therein. Consultant hereby irrevocably and unconditionally assigns to the Company all right, title, and interest worldwide in and to any and all trade secrets, inventions, mask works, trademarksideas, service marksprocesses, formulas, software in source or object code, data, programs, other works of authorship, know-how, improvements, trade secrets discoveries, developments, designs and the like techniques and any other proprietary technology and all Intellectual Property Rights (collectively, “Inventions”), which are or have been developed) and any other work product made, conceived, createdreduced to practice, discoveredor learned by Consultant, learnedeither alone or with others, produced and/or otherwise generated within the scope of Consultant’s Services to the Company (the “Company Inventions”). To the extent required by Employeeapplicable copyright laws, whether individually or otherwise, during Consultant agrees to assign in the time that Employee has been employed future (when any copyrightable Inventions are first fixed in a tangible medium of expression) Consultant’s copyright rights in and to such Inventions. Any assignment of Company Inventions (and all Intellectual Property Rights with respect thereto) hereunder includes an assignment of all moral rights. To the extent such moral rights cannot be assigned to Company and to the extent the following is allowed by the laws in any country where moral rights exist, Consultant hereby unconditionally and irrevocably waives the enforcement of such moral rights, and all claims and causes of action of any kind against Company or related to Company’s customers, with respect to such rights. Consultant further acknowledges and agrees that neither Consultant’s successors-in-interest nor legal heirs retain any moral rights in any Company Inventions (and any Intellectual Property Rights with respect thereto). To the extent any of the foregoing assignments in this Section 5(d) are ineffective, Consultant hereby grants to Company, whether or in such circumstances a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to exploit such Company Inventions. Consultant acknowledges that this Section 5(d) shall not during working hoursapply to inventions covered by California Labor Code Section 2870, that related to which reads: (a) current and anticipated businesses and/or activities Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) relate at the time of conception or reduction to practice of the Companyinvention to the employer’s business, (b) the current and or actual or demonstrably anticipated research or development of the Company, employer; or (c2) result from any work performed by Employee the employee for the Company, shall be the sole and exclusive property of the Company, and the Company shall own any and all right, title and interest to such Inventions. Employee assigns, and agrees to assign to the Company whenever so requested by the Company, any and all right, title and interest in and to any such Invention, at the Company’s expense, and Employee agrees to execute any and all applications, assignments or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoing, to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moralemployer.
Appears in 1 contract
Sources: Independent Consultant Agreement (Crinetics Pharmaceuticals, Inc.)
Inventions. Any (a) Subject to Section 9 below, I hereby assign to the Company, without additional consideration, all right, title and interest (throughout the United States and in all foreign countries) in all ideas, processes, inventions, technology, writings, computer programs, designs, formulas, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvementsoriginal works of authorship, trade secrets any claims or rights, and any improvements or modifications to the like foregoing (collectively, “"Inventions”"), which are whether or not subject to patent or copyright protection, relating to any activities of the Company that have been or will be conceived, developed, conceived, created, discovered, learned, produced and/or otherwise generated or reduced to practice by Employeeme alone or with others (i) during the term of my employment, whether individually or otherwisenot conceived or developed during regular business hours, and whether or not conceived before, on, or after the date hereof or (ii) if based on Proprietary Information, after termination of my employment. Such Inventions shall be the sole property of the Company and, to the maximum extent permitted by applicable law, shall be deemed works made for hire.
(b) I will, whether during the time that Employee has been employed or after my employment by the Company, whether or not during working hours, that related to (a) current execute such written instruments and anticipated businesses and/or activities do other such acts as may be necessary in the opinion of the CompanyCompany to obtain a patent, (b) the current and anticipated research register a copyright, or development of otherwise enforce the Company, or 's rights in such Inventions (and I hereby irrevocably appoint the Company and any of its officers as my attorney in fact to undertake such acts in my name).
(c) any work performed I understand that the assignment by Employee for the Company, shall be the sole and exclusive property of the Company, and the Company shall own any and all right, title and interest to such Inventions. Employee assigns, and agrees to assign me to the Company whenever so requested does not apply to Inventions that qualify fully under Section 2870(a) of the California Labor Code, which is set forth on Schedule "A." I understand that nothing in this Agreement is intended to expand the scope of protection provided by Sections 2870 through 2872 of the CompanyCalifornia Labor Code. Except as disclosed in Schedule "B", there are no ideas, inventions, technology, computer 16 programs, processes, trademarks, service marks, original works of authorship, designs, formulas, discoveries, patents, copyrights, any and all right, title and interest in and to any such Invention, at the Company’s expenseclaims or rights, and Employee agrees to execute any and all applications, assignments improvements or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part of her work for the Company, she has been asked to create, or contribute modifications to the creation offoregoing that I wish to exclude from the operation of this Agreement.
(d) To the best of my knowledge, there is no existing contract in conflict with this Agreement or any other contract in existence between me and any other person or entity to assign ideas, inventions, technology, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programsprocesses, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit trademarks, service marks, original works of the Company according to the copyright laws of the United Statesauthorship, includingdesigns, but not limited toformulas, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A includingdiscoveries, but not limited topatents, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoing, to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. claims or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right improvements or droit moralmodifications to the foregoing.
Appears in 1 contract
Inventions. Any and all ideas, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the like (collectively, “Inventions”), which are or have been developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that 2.3.1 The Employee has been employed by hereby assigns to the Company, whether or not during working hours, that related to (a) current and anticipated businesses and/or activities of the Company, (b) the current and anticipated research or development of the Company, or (c) any work performed by Employee for the Company, shall be the sole and exclusive property of the Company, and the Company shall own any and all right, title and interest to such Inventions. Employee assigns, and agrees to assign without additional consideration to the Company whenever so requested by Employee, the Company, any and all entire right, title and interest in and to any ideas, inventions, original works of authorship, developments, improvements, modifications, enhancements or trade secrets, and in and to any documentation, software, hardware, firmware, creative works, know-how and information, conceived or reduced to practice, in whole or in part, by the Employee during his period of employment with the Company, or caused to be conceived or reduced to practice, during the above period, whether or not patentable, copyrightable or otherwise protectable, and the Employee assigns to the Company as above stated, the entire right, title and interest in and to any proprietary rights therein or based thereof (collectively, the “Inventions”).
2.3.2 It is hereby clarified that the Employee waives any legal right he may have to royalties or any other payment from the Company with regard to the assigned Inventions. Employee hereby confirms that the salary and additional benefits granted under the Agreement include the full and final consideration for the assignment of the intellectual property rights hereunder and that he will have no claim or demand in connection therewith, and this Section 2.3.2 shall be considered Employee's waiver of rights to receive consideration, in accordance with Section 134 of the Israeli Patents Law, 5727-1967.
2.3.3 The Employee shall provide all assistance the Company may request, and shall execute, verify and deliver such Inventiondocuments and perform such other acts (including appearing as a witness) the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such proprietary rights and the assignment thereof. In the event that Company needs assistance from Employee with respect to proprietary rights after termination of employment, Employee shall make honest efforts to do so and the parties shall negotiate in good faith reasonable terms and compensation for such assistance for the time actually spent by Employee at the Company’s expenserequest. I have carefully read this Appendix, I have understood the contents thereof and I agree to the terms and conditions included herein and undertake to perform all the obligations herein. Signature: Name:
(1) The Employer’s Payments –(a)to the Pension Fund are not less than 14 1/3% of the Exempt Salary of 12% of the Exempt Salary if the employer pays, his employee’s benefit in addition thereto payments to supplement severance pay to a benefit fund for severance pay or to an Insurance Fund in the employee'’ name in an amount of 2 1/2 % of the Exempt Salary. In the event the employer has not paid the above 2 1/3% in addition to the said 12%, his payments shall be only in lieu of 72% of the employee’s severance pay;(b)to the Insurance Fund are not less than one of the following:(1)13 1/3% of the Exempt Salary, if the employer pays for the employee in addition thereto also payments to secure monthly income in the event of disability, in a plan approved by the Commissioner of the Capital Market, Insurance and Savings Department of the Ministry of Finance, in an amount required to secure at least 75% of the Exempt Salary or in an amount of 2 1/2% of the Exempt Salary, the lower of the two (hereinafter: “Disability Insurance”);(2)11% of the Exempt Salary, if the employer paid, in addition, a payment to the Disability Insurance, and Employee agrees in such case the Employer’s Payments shall be only in lieu of 72% of the Employee’s severance ▇▇▇.▇▇ the event the employer has made payments in addition to execute the foregoing payments to supplement severance pay to a benefit fund for severance pay or to an Insurance Fund in the employee’s name in an amount of 2 1/3% of the Exempt Salary, the Employer’s Payments shall replace 100% of the employee’s severance pay.
(2) No later than three months from the commencement of the Employer’s Payment, a written agreement was executed between the employer and the employee which included:(a)the employee’s consent to an arrangement pursuant to this Approval in a text specifying the Employer’s Payments, the Pension Fund and Insurance Fund, as the case may be; the said agreement shall also include the text of this Approval;(b)an advance waiver by the employer of any and all applicationsright which he may have to refund of monies from its payments, assignments or other instruments except in cases in which the Company deems desirable or necessary employee’s right to protect such interests, at the Company’s expense. Employee acknowledges that as part of her work for the Company, she has been asked severance pay was denied by a final judgment pursuant to create, or contribute section 17 to the creation ofLaw and/or in cases in which, computer programsif such severance pay was denied, documentation the employee has withdrawn monies from the Pension Fund or Insurance Fund other than by reason of an entitling event; for these purposes “Entitling Event” means death, disability or retirement at or after the age of 60.
(3) This Approval is not such as to derogate from the employee’s right to severance pay pursuant to any law, collective agreement, extension order or employment agreement, in respect of salary over and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on above the Exempt Salary.15th Sivan 5758 (9th June 1998).* The English version is brought as a translation for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United States, includingconvenience, but not limited tothe binding version is the Hebrew one). בתוקף סמכותי לפי סעיף 14 לחוק פיצויי פיטורים, Sections 101 and 201 of Title התשכ"ג - 1963 1 (להלן - החוק), אני מאשר כי תשלומים ששילם מעביד החל ביום פרסומו של אישור זה, בעד עובדו לפנסיה מקיפה בקופת גמל לקיצבה שאינה קופת ביטוח כמשמעותה בתקנות מס הכנסה (כללים לאישור ולניהול קופות גמל), התשכ"ד - 19642 (להלן - קרן פנסיה), או לביטוח מנהלים הכולל אפשרות לקיצבה או שילוב של תשלומים לתכנית קיצבה ולתוכנית שאינה לקיצבה בקופת ביטוח כאמור (להלן - קופת ביטוח), לרבות תשלומים ששילם תוך שילוב של תשלומים לקרן פנסיה ולקופת ביטוח, בין אם יש בקופת הביטוח תכנית לקיצבה ובין אם לאו (להלן - תשלומי המעביד), יבואו במקום פיצויי הפיטורים המגיעים לעובד האמור בגין השכר שממנו שולמו התשלומים האמורים ולתקופה ששולמו (להלן - השכר המופטר), ובלבד שנתקיימו כל אלה:(1)תשלומי המעביד -(א)לקרן פנסיה אינם פחותים מ-% 1/3 14 מן השכר המופטר או 12% מן השכר המופטר אם משלם המעביד בעד עובדו בנוסף לכך גם תשלומים להשלמת פיצויי פיטורים לקופת גמל לפיצויים או לקופת ביטוח על שם העובד בשיעור של % 1/3 2 מן השכר המופטר. לא שילם המעביד בנוסף ל-12% גם % 1/3 2 כאמור, יבואו תשלומיו במקום 72% מפיצויי הפיטורים של העובד, בלבד;(ב)לקופת ביטוח אינם פחותים מאחד מאלה:(1)% 1/3 13 מן השכר המופטר, אם משלם המעביד בעד עובדו בנוסף לכך גם תשלומים להבטחת הכנסה חודשית במקרה אבדן כושר עבודה, בתכנית שאישר הממונה על שוק ההון ביטוח וחסכון במשרד האוצר, בשיעור הדרוש להבטחת 75% מן השכר המופטר לפחות או בשיעור של % ½ 2 מן השכר המופטר, לפי הנמוך מביניהם (להלן - תשלום לביטוח אבדן כושר עבודה);(2)11% מן השכר המופטר, אם שילם המעביד בנוסף גם תשלום לביטוח אבדן כושר עבודה, ובמקרה זה יבואו תשלומי המעביד במקום 72% מפיצויי הפיטורים של העובד, בלבד; שילם המעביד בנוסף לאלה גם תשלומים להשלמת פיצויי פיטורים לקופת גמל לפיצויים או לקופת ביטוח על שם העובד בשיעור של % 1/3 2 מן השכר המופטר, יבואו תשלומי המעביד במקום 100% פיצויי הפיטורים של העובד.(2)לא יאוחר משלושה חודשים מתחילת ביצוע תשלומי המעביד נערך הסכם בכתב בין המעביד לבין העובד ובו:(א)הסכמת העובד להסדר לפי אישור זה בנוסח המפרט את תשלומי המעביד ואת קרן הפנסיה וקופת הביטוח, לפי העניין; בהסכם האמור ייכלל גם נוסחו של אישור זה;(ב)3ויתור המעביד מראש על כל זכות שיכולה להיות לו להחזר כספים מתוך תשלומיו, אלא אם כן נשללה זכות העובד לפיצויי פיטורים בפסק דין מכח סעיפים 16 או 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A includingלחוק ובמידה שנשללה או שהעובד משך כספים מקרן הפנסיה או מקופת הביטוח שלא בשל אירוע מזכה; לענין זה, but not limited to"אירוע מזכה" - מות, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoingנכות או פרישה בגיל ששים או יותר.(ג)אין באישור זה כדי לגרוע מזכותו של עובד לפיצויי פיטורים לפי החוק, to the extent the works are not treated as works made for hire under any applicable lawהסכם קיבוצי, Employee hereby irrevocably assignsצו הרחבה או חוזה עבודה, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moral.בגין שכר שמעבר לשכר המופטר.אליהו ישישר העבודה והרווחה
Appears in 1 contract
Inventions. Any (a) I will fully and promptly disclose to the Company all ideas, inventions, discoveries, patentsdesigns, patent applicationsdevelopments, continuation-in-part patent applicationsmethods, divisional patent applications, technology, copyrights, derivative works, trademarks, service marksmodifications, improvements, processes, algorithms, mask works, databases, computer programs, formulae, techniques, trade secrets secrets, graphics or images, and the like audio or visual works and other works of authorship (collectively, collectively “Inventions”), which are or have been developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee has been employed by the Company, whether or not during working hourspatentable or copyrightable, provided, however, that if I am classified by the Company as only a Manager or only a consultant, I will be obligated to only make full and prompt disclosure of Company-Related Inventions (as defined below) and related to Intellectual Property Rights therein (a) current and anticipated businesses and/or activities of the Company, (b) the current and anticipated research or development of the Company, or (c) any as defined below). I acknowledge that all work performed by Employee for the Company, shall be the sole and exclusive property of the Company, and the Company shall own any and all right, title and interest to such Inventions. Employee assigns, and agrees to assign to the Company whenever so requested by the Company, any and all right, title and interest in and to any such Invention, at the Company’s expense, and Employee agrees to execute any and all applications, assignments or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked me is on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership basis, and benefit of the Company according to the copyright laws of the United States, including, but not limited to, Sections 101 I hereby do assign and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoingtransfer and, to the extent the works are any such assignment cannot treated as works be made for hire under any applicable lawat present, Employee hereby irrevocably assignswill assign and transfer, transfers, and conveys to the Company and its successors and assigns all my right, title and interest in all Inventions that (i) relate to the Business or proposed business 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 (collectively, “Company-Related Inventions”), and all worldwide rightrelated patents, titlepatent applications, trademarks and trademark applications, copyrights and copyright applications, and interest other intellectual property rights in all countries and territories worldwide and under any international conventions (“Intellectual Property Rights”). I understand that Employee may now if this Agreement is required to be construed in accordance with the laws of any state which precludes a requirement in an employee or other service provider agreement to assign certain classes of inventions made by an employee or other service provider, this Section 2 will be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classes.
(b) I will not incorporate, or permit to be incorporated, any Prior Invention (as defined below) in any Company-Related Invention without the Company’s prior written consent. For purposes of this Agreement, a “Prior Invention” is any Invention that I have, alone or jointly with others, conceived, developed or reduced to practice prior to the commencement of my Service Relationship with the Company that I consider to be my property or the property of third parties. If, in the future have in course of my Service Relationship with the Company, I incorporate a Prior Invention into a Company product, process or machine or other work done for the Company, I hereby grant to the worksCompany a nonexclusive, includingroyalty-free, but not limited topaid-up, all ownershipirrevocable, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under worldwide license (with the law of any U.S. or foreign jurisdiction, the full right to ▇▇▇ sublicense) to make, have made, modify, use, sell, offer for past, present, sale and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moralimport such Prior Invention.
Appears in 1 contract
Sources: Employment Agreement (Pieris Pharmaceuticals, Inc.)
Inventions. Any and all 1. All inventions, ideas, inventionscreations, discoveries, patentscomputer programs, patent applicationsworks of authorship, continuation-in-part patent applicationsdata, divisional patent applicationsdevelopments, technology, copyrightsdesigns, derivative works, trademarks, service marks, improvements, trade secrets innovations and the like improvements (collectively, “Inventions”), whether or not patentable and whether or not copyrightable) which are or have been developedmade, conceived, reduced to practice, created, discoveredwritten, learneddesigned or developed by the Cinematographer, produced and/or otherwise generated by Employee, solely or jointly with others or under Cinematographer's direction and whether individually during normal business hours or otherwise, (i) during the time that Employee has been employed by the Company, whether or not during working hours, that Consultation Period if related to (a) current and anticipated businesses and/or activities the business of the Company, (b) the current and anticipated research or development of the Company, Client or (cii) any work performed by Employee for after the CompanyConsultation Period if resulting or directly derived from Proprietary Information (as defined below) (collectively under clauses (i) and (ii), "Inventions"), shall be the sole and exclusive property of the Company, Client. The Cinematographer hereby assigns to the Client all Inventions and the Company shall own any and all rightrelated patents, title and interest to such Inventions. Employee assignscopyrights, trademarks, trade names, and agrees other industrial and intellectual property rights and applications therefore, in the United States and elsewhere and appoints any officer of the Client as Cinematographer's duly authorized attorney to assign execute, file, prosecute and protect the same before any government agency, court or authority. However, this paragraph shall not apply to Inventions which do not relate to the Company whenever so requested business or research and development conducted or planned to be conducted by the Company, any and all right, title and interest in and to any such Invention, Client at the Companytime such Invention is created, made, conceived or reduced to practice and which are made and conceived by the Cinematographer not during normal working hours, not on the Client’s expensepremises and not using the Client’s tools, and Employee agrees to execute any and all applicationsdevices, assignments equipment or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expenseProprietary Information. Employee The Cinematographer further acknowledges that as part each original work of her work for authorship which is made by the Company, she has been asked to create, Cinematographer (solely or contribute to jointly with others) within the creation of, computer programs, documentation scope of the Agreement and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be which is protectable by copyright is a “"work made for hire,” for " as that term is defined in the exclusive United States Copyright Act.
2. Upon the request of the Client and at the Client’s expense, the Cinematographer shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Client and to assist the Client in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention. The Cinematographer also hereby waives all claims to moral rights in any Inventions.
3. The Cinematographer shall promptly disclose to the Client all Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Client) to document the conception and/or first actual reduction to practice of any Invention. Such written records shall be available to and remain the sole property of the Client at all times.
4. Notwithstanding the foregoing in this Section 6(b), the ownership and benefit use of the Company according Inventions that are assigned to the copyright laws of Client in Section 6(b)(i) (the United States, including, but not "Assigned Inventions") shall be limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights set forth in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoing, to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moral.Exhibit B.
Appears in 1 contract
Sources: Cinematographer Contract
Inventions. Any and all ideasThe SAB Member shall promptly disclose to RXi, inventionsand, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and subject to the like (collectively, “Inventions”), which are or have been developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee has been employed by the Company, whether or not during working hours, that related to (a) current and anticipated businesses and/or activities terms of the Companythird paragraph of this Section 8, (b) the current and anticipated research or development of the Company, or (c) any work performed by Employee for the Company, shall be the sole and exclusive property of the Company, and the Company shall own any and all right, title and interest to such Inventions. Employee assigns, hereby assigns and agrees to assign to the Company whenever so requested RXi (or as otherwise directed by the CompanyRXi), any and all his full right, title and interest interest, if any, to all Inventions (as defined below). The SAB Member agrees to cooperate fully with RXi, their attorneys and agents, in the preparation and filing of all papers and other documents as may be required to perfect RXi’s rights in and to any of such Invention, at the Company’s expense, and Employee agrees to execute any and all applications, assignments or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United StatesInventions, including, but not limited to, Sections 101 and 201 execution of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoing, to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide rightapplications for domestic and foreign patents, titlecopyrights or other proprietary rights and the performance of such other acts (including, among others, the execution and delivery of instruments of further assurance or confirmation) requested by RXi to assign the Inventions to RXi and to permit RXi to file, obtain and enforce any patents, copyrights or other proprietary rights in the Inventions, all at RXi’s sole cost and expense. The SAB Member hereby designates RXi as his agent, and interest that Employee may now or grants to RXi a power of attorney with full power of substitution, which power of attorney shall be deemed coupled with an interest, for the purpose of effecting any such assignment hereunder from the SAB Member to RXi in the future have event the SAB Member should fail or refuse to sign and deliver any document in or connection with perfecting the foregoing rights of RXi within 10 days following RXi’s request; provided that, in each case in which RXi intend to exercise this right (i) they shall give the SAB Member and the Institute 30 days written notice, by certified mail (the Institute’s copy being mailed to the worksOffice of the General Counsel, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to H▇▇▇▇▇ for pastH▇▇▇▇▇ Medical Institute, present4▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Road, Chevy Chase, MD 20815 Attn: General Counsel) that they intend to exercise their rights under this sentence, which notice shall refer to this Agreement and shall be accompanied by (a) copies of the documents that RXi intend to execute or file, or a description of the other acts that Companies intend to take, and future infringement, (b) reasonably sufficient information about the Invention or other intellectual property to which the documents or acts relate for the SAB Member and moral, attribution, the Institute each to make a determination of whether the document or acts relate to an Invention; and integrity rights. Employee hereby expressly and forever irrevocably waives any and all (ii) RXi may not exercise their rights under this sentence if either the SAB Member or the Institute notifies RXi within the 30-day period referred to above that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, the SAB Member or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moralthe Institute disagrees.
Appears in 1 contract
Sources: Scientific Advisory Board Agreement (Rxi Pharmaceuticals Corp)
Inventions. Any Subject to paragraph 2b., Executive agrees that all right, title, and interest in and to (i) all discoveries, designs, ideas, inventionsworks of authorship, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the like (collectively, “Inventions”), which are or have been developedinventions created, conceived, createdreduced to practice, discoveredor otherwise developed, learnedin whole or in part, produced and/or otherwise generated by EmployeeExecutive, whether individually jointly or otherwiseindividually, during Executive's employment or within three years following termination of employment for any reason whatsoever; (ii) all improvements, modifications, and derivative works to and of any of the time that Employee has been employed foregoing in (i); and (iii) all patent, copyright, trademark, trade secret and other intellectual property rights in any of the foregoing in (i) and (ii) (all the foregoing in (i)-(iii), collectively, the "Inventions") will be owned solely and exclusively by the Company. Without limiting the foregoing, whether or not during working hoursall copyrightable subject matter included in the Inventions shall constitute “work made for hire” under applicable copyright law. Executive will:
(i) promptly and fully disclose and describe, that related in detail satisfactory to (a) current and anticipated businesses and/or activities of the Company, all such Inventions in writing to the Company;
(bii) the current irrevocably and anticipated research or development of unconditionally assign, and Executive does hereby irrevocably and unconditionally assign, to the Company, without further compensation or (c) any work performed by Employee for the Company, shall be the sole and exclusive property of the Company, and the Company shall own any and all right, title and interest to such Inventions. Employee assigns, and agrees to assign to the Company whenever so requested by the Companyother consideration, any and all rightof Executive's rights, title and interest in and to the Inventions, including without limitation (1) all rights to collect royalties for any such Inventionuse, and pursue remedies for any infringement, misappropriation, or other violation, thereof and (2) all applications for letters of patent, copyright registrations, trademark, service mark, an▇ ▇▇ade dress registrations, and industrial design or other forms of protection granted for the Inventions throughout the world;
(iii) deliver promptly to the Company, upon request and in the form and manner prescribed by the Company (without charge to the Company but at the Company’s 's expense), including without limitation Executive's notarized signature in execution of, the written instruments described in paragraph b. and perform all other acts deemed necessary by the Company to obtain and maintain the instruments and to transfer all rights and title thereto to the Company in accordance with this Agreement; and
(iv) promptly render all assistance that may be required by the Company to enable it to protect or exploit the Inventions in any country of the world. In addition, Executive does hereby waive and agree never to assert any rights in the Inventions, and Employee agrees to execute any and all applicationspart or parts thereof, assignments or other instruments which the Company deems desirable or necessary to protect such interests, at the Company’s expense. Employee acknowledges that as part are not susceptible of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United Statesassignment by Executive under applicable law, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive any moral rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, or the right to make all uses the integrity or attribution of the works in which attribution Inventions, or integrity rights may any other right to be implicated. Without in any way limiting associated with the foregoingInventions as its author, to the extent the works are not treated as works made for hire inventor, or user by name or under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now a pseudonym or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moralremain anonymous.
Appears in 1 contract
Sources: Employment Agreement (Patheon Inc)
Inventions. Any (a) Notwithstanding any originality, effort and skill originating from the Employee, any and all ideasInventions that are authored, inventionsconceived of, discoveriessuggested, patentsinvented, patent applicationsmade, continuation-in-part patent applicationsdiscovered or created by the Employee during, divisional patent applicationsor as a result of, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the like (collectively, “Inventions”), which are his or have been developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee has been employed by her employment with the Company, whether or not not
(i) on the Company’s premises or (ii) during working hours, that related hours or (iii) pursuant to such Employee’s duties or within such Employee’s scope of work or (aiv) current and anticipated businesses and/or activities of the Company, (b) the current and anticipated research or development of the Companypursuant to a request from, or directions of, the Company or any of its affiliates or (cv) alone or together with any work performed by Employee for the Companythird party(ies), shall be the sole and exclusive property of the CompanyCompany or, and the Company shall own any and all right, title and interest to such Inventions. Employee assigns, and agrees to assign to the Company whenever so requested if required by the Company, any of the Company’s affiliates. The Employee further acknowledges and agrees that such Inventions are “works made for hire” for purpose of the Company’s rights under applicable law. The Employee hereby perpetually, automatically, irrevocably and unconditionally assigns to the Company or the relevant affiliate, or any person nominated by the Company, without further consideration, any and all rightrights, title and interest that the Employee may have or acquired in and to any such InventionInventions. To the Old ▇▇-▇▇, at the Company’s expense▇▇▇ ▇▇-▇▇, and Employee agrees to execute any and all applications▇▇▇ ▇▇▇▇▇, assignments or other instruments which the Company deems desirable or necessary to protect ▇▇▇▇▇▇▇▇▇ Exotica, Venkatanarayana road, T.nagar, Chennai - 600017 extent that such interests, at the Company’s expense. Employee acknowledges that as part of her work for the Company, she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoing, to the extent the works are not treated as works made for hire maintainable under any applicable law, the Employee hereby waives such rights and if such waiver is deemed unenforceable, the Employee hereby grants the Company or any person nominated by it, the exclusive, perpetual, fully paid-up, irrevocable, world-wide and royalty free right to use, market and modify any Invention without identifying the Employee or seeking his prior consent.
(b) The Employee shall promptly and without any charge to the Company execute or cause to be executed all such documents, including any applications, assignment deeds or other instruments, as the Company considers necessary, appropriate or desirable to (i) perfect title to, evidence the ownership of, or the vesting of rights, title and interest in, any Inventions, by or in favor of the Company or any of its affiliates or any person nominated by it; or (ii) apply for protection of the intellectual property, including any copyright, patent or trademark, in such Inventions in any country and to ensure the continued protection of the intellectual property in such Inventions; or (iii) assist the Company and/or the relevant affiliate or any person nominated by it, with any legal proceedings or dispute relating to the enforcement of any intellectual property right in the Inventions or otherwise in connection with the Inventions, and provide such other cooperation or assistance as may be required by the Company or the relevant affiliate. The Employee agrees that his obligation to execute or cause to be executed any such documents or papers and to otherwise provide cooperation or assistance as may be required by the Company or the relevant affiliate shall continue after termination of his employment with the Company.
(c) If the Employee is unable for any reason to execute any document required under this Clause 2.4(b), the Employee hereby irrevocably assignsdesignates and appoints the Company or any person nominated by it, transfersas his agent and attorney-in-fact to act for and on his behalf to execute any documents, applications or related findings and conveys to do all other lawfully permitted acts to further the purposes set forth in this Clause 2.4(b), including, without limitation, the perfection of assignment and the prosecution and issuance of patents, patent applications, copyright applications and registrations, trademark applications and registrations or other rights in connection with the Inventions with the same legal force as executed by the Employee.
(d) With respect to any rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights”, the Employee hereby waives such moral rights that the Employee may have in any of the Inventions and consents to any action of the Company that would violate such moral rights in the absence of such consent.
(e) The Employee hereby agrees to promptly disclose in writing to the Company and its successors and assigns any and all worldwide rightInventions authored, titleconceived of, suggested, invented, made, discovered or created by the Employee.
(f) The Employee shall keep and interest that Employee may now maintain adequate and current written records of all Inventions made by him or her (solely or jointly with others) during the term of his employment with the Company. The records will be in the future have in or form of notes, sketches, drawings and any other format that may be specified by the Company. Such records will always be available to and remain the workssole property of the Company. Old ▇▇-▇▇, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past▇▇-▇▇, present▇▇▇ ▇▇▇▇▇, and future infringement▇▇▇▇▇▇▇▇▇ Exotica, and moralVenkatanarayana road, attributionT.nagar, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moral.Chennai - 600017
Appears in 1 contract
Sources: Employment Agreement
Inventions. Employee shall promptly disclose to the Corporation any and all inventions. improvements, machines, appliances, processes, products, or the like (all of which are referred to herein as "inventions") which Employee may invent, conceive, produce, or reduce to practice, either solely or jointly with others, at any time, in furtherance or in the performance of his duties as set forth in this Agreement. Any and all ideassuch inventions which in any way relate to the products manufactured, inventionssold, discoveriesor used by the Corporation, patentsor to any methods, patent applicationsprocesses, continuation-in-part patent applicationsor apparatus used in connection with the production of such goods or materials, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the like (collectively, “Inventions”), or in either case which are or have been developedmay be or may become capable of use in the business of the Corporation, conceivedshall at all times and for all purposes be regarded as acquired and held by Employee in a fiduciary capacity and solely for the benefit of the Corporation. With respect to all such inventions, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee has been employed by the Company, whether or not during working hours, that related to shall:
(a) current treat all information with respect thereto as confidential information within the meaning of and anticipated businesses and/or activities subject to Article 9 of the Company, this Agreement;
(b) Keep complete and accurate records thereof which records shall be the current and anticipated research or development property of the Company, or Corporation;
(c) execute any work performed by Employee application for the Company, shall be the sole and exclusive property letters patent of the Company, United States and the Company shall own of any and all right, title and interest to other countries covering such Inventions. Employee assignsinventions, and agrees give the Corporation, its attorneys and counsel all reasonable and requested assistance in preparing such application;
(d) from time to assign to time, upon the Company whenever so requested by the Company, any request and all right, title and interest in and to any such Invention, at the Company’s expenseexpense of the Corporation, and Employee agrees to but without charge for services beyond the payments herein provided for, execute any and all applications, assignments or other instruments which required to transfer and assign to the Company deems desirable Corporation (or necessary as the Corporation may otherwise direct)) all inventions and all patents and applications for patents covering such inventions or otherwise required to protect the rights and interests of the Corporation;
(e) testify in any proceedings or litigation as to all such interests, at inventions; and
(f) in case the Company’s expense. Employee acknowledges that as part of her work for the Company, she has been asked Corporation shall desire to createkeep secret any such invention, or contribute shall for any reason decide not to the creation ofhave letters patent applied for thereon, computer programs, documentation and other copyrightable worksrefrain from applying for such letters patent thereon. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit No termination of employment of the Company according Employee by the Corporation or of this Agreement shall release the Employee or his heirs or legal representatives from complying with the foregoing obligations as to the copyright laws of the United States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign lawssuch inventions. The Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, but not limited toTo that extent, the right to make all uses terms of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoing, to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in the future have in or to the works, including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the law of any U.S. or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other type of moral right or droit moralthis Article 10 shall survive this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Thermo-Mizer Environmental Corp)