Common use of Inventions Clause in Contracts

Inventions. (i) Executive acknowledges and agrees that all ideas, designs, methods, inventions, discoveries, improvements, developments, technology, works of authorship, and all work product of any kind or nature whatsoever, whether patentable or unpatentable, (A) that relate to the business, products, activities, research, or development of the Company or Executive’s work with the Company, made or conceived or developed by Executive, solely or jointly with others, during the Employment Term, or (B) that arise from any work that Executive performs in connection with the Company, either while performing Executive’s duties with the Company or on Executive’s own time, and all rights therein including without limitation in claims related thereto (all of the foregoing “Inventions”) shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. Executive hereby irrevocably conveys, transfers and assigns to the Company the Inventions and all intellectual property, proprietary, and other rights therein, including without limitation all rights in and to any patents, copyright registrations, trademark registrations, or other forms of protection that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in Executive’s name or in the name of the Company (or its designee), applications for patents and other rights and registrations (the “Applications”). Executive will, at the Company’s sole cost and expense and at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions including without limitation to the perfection, registration, maintenance, or enforcement of any rights therein. Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and all intellectual property, proprietary, and other rights therein for the Company’s benefit, all without additional compensation to Executive from the Company, but entirely at the Company’s expense. Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing, if the Company is unable for any other reason to secure Executive’s signature on any document for this purpose.

Appears in 6 contracts

Samples: Employment Agreement (Holley Inc.), Employment Agreement (Holley Inc.), Employment Agreement (Holley Inc.)

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Inventions. (i) The Executive acknowledges and agrees that all ideas, designs, methods, inventions, discoveries, improvements, developmentswork products, technology, developments or works of authorship, and all work product of any kind or nature whatsoeverauthorship (“Inventions”), whether patentable or unpatentable, (A) that relate to the business, products, activities, research, or development of the Company or Executive’s work with the CompanyParent Group, made or conceived or developed by the Executive, solely or jointly with others, during the Employment Term, or (B) that arise from suggested by any work that the Executive performs in connection with the CompanyParent Group, either while performing the Executive’s duties with the Company Parent Group or on the Executive’s own time, and all rights therein including without limitation in claims related thereto (all of the foregoing “Inventions”) shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Executive hereby irrevocably conveyswill keep full and complete written records (the “Records”), transfers in the manner prescribed by the Company, of all Inventions, and assigns will promptly disclose all Inventions completely and in writing to the Company Company. The Records shall be the sole and exclusive property of the member of the Parent Group designated by Parent, and the Executive will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Executive will assign to the member of the Parent Group designated by Parent the Inventions and all intellectual property, proprietary, and other rights therein, including without limitation all rights in and to any patents, copyright registrations, trademark registrations, or other forms of protection patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Executive’s name or in the name of the Company (or its designee)member of the Parent Group designated by Parent, applications for patents and other equivalent rights and registrations (the “Applications”). The Executive will, at the Company’s sole cost and expense and at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions including without limitation to the perfection, registration, maintenance, or enforcement of any rights thereinInventions. The Executive will also execute assignments to the Company (or its designee) member of the Parent Group designated by Parent of the Applications, and give the Company member of the Parent Group designated by Parent and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and all intellectual property, proprietary, and other rights therein for the CompanyParent Group’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing, if the Company is unable for any other reason to secure Executive’s signature on any document for this purposeParent Group.

Appears in 6 contracts

Samples: Employment Agreement (Trinseo S.A.), Employment Agreement (Trinseo S.A.), Employment Agreement (Styron Canada ULC)

Inventions. (i) Executive The Participant acknowledges and agrees that all ideas, designs, methods, inventions, discoveries, improvements, developments, technology, works of authorship, work products and all work product of any kind or nature whatsoeverdevelopments (“Inventions”), whether patentable or unpatentable, (Ax) that relate to the business, products, activities, research, or development of the Company or ExecutiveParticipant’s work with the CompanyPartnership, made or conceived or developed by Executivethe Participant, solely or jointly with others, during the Employment Term, or (By) that arise from suggested by any work that Executive the Participant performs in connection with the CompanyPartnership, either while performing Executivethe Participant’s duties with the Company Partnership or on Executivethe Participant’s own time, and all rights therein including without limitation in claims but only insofar as the Inventions are related thereto (all of to the foregoing “Inventions”) Participant’s work as an employee or other service provider to the Partnership, shall belong exclusively to the Company Partnership (or its designee), whether or not patent applications are filed thereon. Executive hereby irrevocably conveysThe Participant will keep full and complete written records (the “Records”), transfers in the manner prescribed by the Partnership of all Inventions and assigns will promptly disclose all Inventions completely and in writing to the Company Partnership. The Records shall be the sole and exclusive property of the Partnership and the Participant will surrender them upon the termination of the Employment Term, or upon the Partnership’s request. The Participant will assign to the Partnership the Inventions and all intellectual property, proprietary, and other rights therein, including without limitation all rights in and to any patents, copyright registrations, trademark registrations, or other forms of protection patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in Executivethe Participant’s name or in the name of the Company Partnership (or its designee), applications for patents and other equivalent rights and registrations (the “Applications”). Executive The Participant will, at the Company’s sole cost and expense and at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company Partnership with respect to the Inventions including without limitation to the perfection, registration, maintenance, or enforcement of any rights thereinInventions. Executive The Participant will also execute assignments to the Company Partnership (or its designee) ), of the Applications, and give the Company Partnership and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and all intellectual property, proprietary, and other rights therein for the Company’s its benefit, all without additional compensation to Executive the Participant from the Company, Partnership but entirely at the CompanyPartnership’s expense. Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing, if the Company is unable for any other reason to secure Executive’s signature on any document for this purpose.

Appears in 4 contracts

Samples: Incentive Unit Grant Agreement (Sovos Brands, Inc.), Incentive Unit Grant Agreement (Sovos Brands, Inc.), Incentive Unit Grant Agreement (Sovos Brands, Inc.)

Inventions. (i) The Executive acknowledges and agrees that all ideas, designs, methods, inventions, discoveries, improvements, work products, developments, technologysoftware, know-how, processes, techniques, works of authorship, authorship and all other work product of any kind or nature whatsoeverproduct, whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of the Executive’s duties to the Company or that relate to the business, products, activities, research, operations or actual or demonstrably anticipated research or development of the Company or Executive’s work with the Company, and that are made or conceived or developed by the Executive, solely or jointly with others, during the Employment Term, ; or (B) that arise from suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time, and all rights therein including without limitation in claims related thereto (all of the foregoing “Inventions”) shall will belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereonthereon (the “Inventions”). The Executive hereby will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records are the sole and exclusive property of the Company, and the Executive will surrender them upon termination of employment, or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all intellectual property, proprietary, and other rights therein, including without limitation all rights in and to any patents, copyright registrations, trademark registrations, patents or other forms of protection intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and other equivalent rights and registrations (the “Applications”). The Executive will, at the Company’s sole cost and expense and at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company with respect to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Inventions including without limitation to Executive from the perfection, registration, maintenance, or enforcement of any rights thereinCompany. The Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and all intellectual property, proprietary, and other rights therein for the Company’s benefit, all without additional compensation to Executive from the Company, but entirely at the Company’s expense. Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing, if the Company is unable for any other reason to secure Executive’s signature on any document for this purpose.

Appears in 4 contracts

Samples: Employment Agreement (Vine Energy Inc.), Employment Agreement (Vine Energy Inc.), Employment Agreement (Vine Energy Inc.)

Inventions. (i) Executive acknowledges You acknowledge and agrees agree that all ideas, designs, methods, inventions, discoveries, improvements, developments, technology, works of authorship, and all work product of any kind products or nature whatsoeverdevelopments (“Inventions”), whether patentable or unpatentable, (A) that relate to the business, products, activities, research, or development of the Company or Executive’s your work with the Company, made or conceived or developed by Executiveyou, solely or jointly with others, during the Employment Term, or (B) that arise from suggested by any work that Executive performs you perform in connection with the Company, either while performing Executive’s your duties with the Company or on Executive’s your own time, and all rights therein including without limitation in claims but only insofar as the Inventions are related thereto (all of to you work as an employee or other service provider to the foregoing “Inventions”) Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. Executive hereby irrevocably conveysYou will keep full and complete written records (the “Records”), transfers in the manner prescribed by the Company, of all Inventions, and assigns will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and you will surrender them upon the termination of the Employment Term, or upon the Company’s request. You will assign to the Company the Inventions and all intellectual property, proprietary, and other rights therein, including without limitation all rights in and to any patents, copyright registrations, trademark registrations, or other forms of protection patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in Executive’s your name or in the name of the Company (or its designee), applications for patents and other equivalent rights and registrations (the “Applications”). Executive You will, at the Company’s sole cost and expense and at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions including without limitation to the perfection, registration, maintenance, or enforcement of any rights thereinInventions. Executive You will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and all intellectual property, proprietary, and other rights therein for the Company’s its benefit, all without additional compensation to Executive you from the Company, but entirely at the Company’s expense. Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing, if the Company is unable for any other reason to secure Executive’s signature on any document for this purpose.

Appears in 4 contracts

Samples: Cerecor Inc., Cerecor Inc., Cerecor Inc.

Inventions. (i) Executive The Employee acknowledges and agrees that all ideas, designs, methods, inventions, discoveries, improvements, work products, developments, technologysoftware, know-how, processes, techniques, methods, works of authorship, authorship and all other work product of any kind or nature whatsoeverproduct, whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any resources of the Company or any of its affiliates and/or within the scope of the Employee’s work with the Company and its affiliates or that relate to the business, products, activities, research, operations or actual or demonstrably anticipated research or development of the Company or Executive’s work with the Companyany of its affiliates, and that are made or conceived or developed by Executivethe Employee, solely or jointly with others, during the Employment Termperiod of the Employee’s employment with the Company, or (B) that arise from suggested by any work that Executive the Employee performs in connection with the CompanyCompany or any of its affiliates, either while performing Executivethe Employee’s duties with the Company or any of its affiliates or on Executivethe Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company and all rights therein including without limitation in claims related thereto (all of the foregoing “Inventions”) its affiliates, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereonthereon (the “Inventions”). Executive hereby irrevocably conveysThe Employee will keep full and complete written records (the “Records”), transfers in the manner prescribed by the Company, of all Inventions, and assigns will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign to the Company (or its designee) the Inventions and all intellectual property, proprietary, and other rights therein, including without limitation all rights in and to any patents, copyright registrations, trademark registrations, patents or other forms of protection intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in Executivethe Employee’s name or in the name of the Company (or its designee), applications for patents and other equivalent rights and registrations (the “Applications”). Executive The Employee will, at the Company’s sole cost and expense and at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company with respect to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Inventions including without limitation to Employee from the perfection, registration, maintenance, Company or enforcement any of any rights thereinits affiliates. Executive The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including including, without limitation, the giving of testimony) to obtain the Inventions and all intellectual property, proprietary, and other rights therein for the Company’s (or its designee’s) benefit, all without additional compensation to Executive the Employee from the CompanyCompany or any of its affiliates, but entirely at the Company’s expense. Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing, if the Company is unable for any other reason to secure Executive’s signature on any document for this purpose.

Appears in 3 contracts

Samples: Employment Agreement (Sow Good Inc.), Employment Agreement (Black Ridge Oil & Gas, Inc.), Employment Agreement (Sow Good Inc.)

Inventions. (i) The Executive acknowledges and agrees that all ideas, designs, methods, inventions, discoveries, improvements, work products, developments, technologysoftware, know-how, processes, techniques, methods, works of authorship, authorship and all other work product of any kind or nature whatsoeverproduct, whether patentable or unpatentable, (A) that relate are reduced to the businesspractice, productscreated, activitiesinvented, researchdesigned, developed, contributed to, or development improved with the use of any Company Group resources and/or within the scope of the Company or Executive’s work with the Company, Company Group and that are made or conceived or developed by the Executive, solely or jointly with others, during the Employment Termperiod of the Executive’s employment or service with the Company Group (or any of its predecessors in interest), whether before or after the Effective Date, or (B) that arise from suggested by any work that the Executive performs in connection with the CompanyCompany Group, either while performing the Executive’s duties with the Company Group (or any of its predecessors in interest) or on the Executive’s own time, and all rights therein including without limitation but only insofar as they are related to the Executive’s work as an employee or other service provider to the Company Group (or any of its predecessors in claims related thereto interest) (all of the foregoing “Inventions”) ), shall belong exclusively to the Company Group (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon. The Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company Group, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company Group. The Records shall be the sole and exclusive property of the Company Group, and the Executive will surrender them upon the termination of the Employment Term, or upon the Company Group’s request. The Executive hereby irrevocably conveys, transfers and assigns to the Company Group the Inventions and all intellectual property, proprietary, and other rights therein, including without limitation all rights in and to any patents, copyright registrations, trademark registrations, patents or other forms of protection intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Executive’s name or in the name of the Company Group (or its designee), applications for patents and other equivalent rights and registrations (the “Applications”). The Executive will, at the Company’s sole cost and expense and at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be reasonably requested from time to time by the Company with respect Group to perfect, record, enforce, protect, patent or register the Company Group’s rights in the Inventions, all without additional compensation to the Inventions including without limitation to Executive from the perfection, registration, maintenance, or enforcement of any rights thereinCompany Group. The Executive will also execute assignments to the Company Group (or its designee) of the Applications, and give the Company Group and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and all intellectual property, proprietary, and other rights therein for the CompanyCompany Group’s benefit, all without additional compensation to the Executive from the CompanyCompany Group, but entirely at the CompanyCompany Group’s expense. Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing, if the Company is unable for any other reason to secure Executive’s signature on any document for this purpose.

Appears in 3 contracts

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

Inventions. (i) Executive acknowledges and agrees that all ideas, designs, methods, inventions, discoveries, improvements, developmentswork products, technology, developments or works of authorship, and all work product of any kind or nature whatsoever, whether patentable or unpatentable, (A) that relate to the business, products, activities, research, or development of the Company or Executive’s work with the CompanyCompany Group, made or conceived or developed by Executive, solely or jointly with others, during the Employment TermExecutive’s employment, or (B) that arise from suggested by any work that Executive performs in connection with the CompanyCompany Group (clauses (A) and (B) collectively, “Inventions”), either while performing Executive’s duties with the Company or on Executive’s own time, and all rights therein including without limitation in claims related thereto (all of the foregoing “Inventions”) shall belong exclusively to the Company (or its designee), regardless of whether or not patent applications are filed thereon. Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and Executive will surrender them upon the termination of the Term, or upon the Company’s request. Executive hereby irrevocably conveys, transfers and assigns to the Company the Inventions and all intellectual property, proprietary, and other rights therein, including without limitation all rights in and to any patents, copyright registrations, trademark registrations, or other forms of protection patents that may issue thereon in any and all countries, whether before, during or subsequent to the Employment Term, together with the right to file, in Executive’s name or in the name of the Company (or its designee), applications for patents and other equivalent rights and registrations (the “Applications”). Executive will, at the Company’s sole cost and expense and at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions including without limitation to the perfection, registration, maintenance, or enforcement of any rights thereinInventions. Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and all intellectual property, proprietary, and other rights therein for the Company’s benefit, all without additional compensation to Executive from the Company, but entirely at the Company’s expense. If the Company is unable for any other reason to secure Executive’s signature on any document for this purpose, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in on Executive’s behalf and in Executive’s stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing, if the Company is unable for any other reason to secure Executive’s signature on any document for this purpose.

Appears in 3 contracts

Samples: Employment and Transition Agreement (Mr. Cooper Group Inc.), Employment Agreement (Mr. Cooper Group Inc.), Employment and Retention Agreement (Mr. Cooper Group Inc.)

Inventions. (i) Executive The Participant acknowledges and agrees that all ideas, designs, methods, inventions, discoveries, improvements, developmentswork products, technology, developments or works of authorship, and all work product of any kind or nature whatsoeverauthorship (“Inventions”), whether patentable or unpatentable, (A) that relate to the business, products, activities, research, or development of the Company or ExecutiveParticipant’s work with the Company, made or conceived or developed by Executivethe Participant, solely or jointly with others, during the Employment TermParticipant’s employment, or (B) that arise from suggested by any work that Executive the Participant performs in connection with the Company, either while performing Executivethe Participant’s duties with the Company or on Executivethe Participant’s own time, and all rights therein including without limitation in claims related thereto (all of the foregoing “Inventions”) shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. Executive The Participant will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Participant will surrender them upon the termination of the Participant’s employment, or upon the Company’s request. The Participant hereby irrevocably conveys, transfers and assigns to the Company the Inventions and all intellectual property, proprietary, and other rights therein, including without limitation all rights in and to any patents, copyright registrations, trademark registrations, or other forms of protection patents that may issue thereon in any and all countries, whether during or subsequent to the Employment TermParticipant’s employment, together with the right to file, in Executivethe Participant’s name or in the name of the Company (or its designee), applications for patents and other equivalent rights and registrations (the “Applications”). Executive The Participant will, at the Company’s sole cost and expense and at any time during and subsequent to the Employment TermParticipant’s employment, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions including without limitation to the perfection, registration, maintenance, or enforcement of any rights thereinInventions. Executive The Participant will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and all intellectual property, proprietary, and other rights therein for the Company’s benefit, all without additional compensation to Executive the Participant from the Company, but entirely at the Company’s expense. Executive If the Company is unable for any other reason to secure Participant’s signature on any document for this purpose, then Participant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as ExecutiveParticipant’s agent and attorney in fact, to act for and in ExecutiveParticipant’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing, if the Company is unable for any other reason to secure Executive’s signature on any document for this purpose.

Appears in 3 contracts

Samples: Stock Option Agreement (Gener8 Maritime, Inc.), Stock Option Agreement (Gener8 Maritime, Inc.), Stock Option Agreement (Gener8 Maritime, Inc.)

Inventions. (i) The Executive acknowledges and agrees that all ideas, designs, methods, inventions, discoveries, improvements, developmentswork products, technology, developments or works of authorship, and all work product of any kind or nature whatsoeverauthorship (“Inventions”), whether patentable or unpatentable, (A) that relate to the business, products, activities, research, or development of the Company or Executive’s work with the CompanyCompany Group, made or conceived or developed by the Executive, solely or jointly with others, during the Employment Term, or (B) that arise from suggested by any work that the Executive performs in connection with the CompanyCompany Group, either while performing the Executive’s duties with the Company Group or on the Executive’s own time, and all rights therein including without limitation in claims related thereto (all of the foregoing “Inventions”) shall belong exclusively to the Company Group (or its designee), whether or not patent applications are filed thereon. The Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Executive will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Executive hereby irrevocably conveys, transfers and assigns to the Company the Inventions and all intellectual property, proprietary, and other rights therein, including without limitation all rights in and to any patents, copyright registrations, trademark registrations, or other forms of protection patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and other equivalent rights and registrations (the “Applications”). The Executive will, at the Company’s sole cost and expense and at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions including without limitation to the perfection, registration, maintenance, or enforcement of any rights thereinInventions. The Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and all intellectual property, proprietary, and other rights therein for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. If the Company is unable for any other reason to secure Executive’s signature on any document for this purpose, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing, if the Company is unable for any other reason to secure Executive’s signature on any document for this purpose.

Appears in 2 contracts

Samples: Employment Agreement (Genesis Park Acquisition Corp.), Employment Agreement (Genesis Park Acquisition Corp.)

Inventions. (i) The Executive acknowledges and agrees that all ideas, designs, methods, inventions, discoveries, improvements, developmentswork products, technology, developments or works of authorship, and all work product in any such case, of any kind or a scientific nature whatsoever(“Inventions”), whether patentable or unpatentable, (A) that relate to the business, products, activities, research, or development of the Company or Executive’s work with the Company, made or conceived or developed by the Executive, solely or jointly with others, during the Employment Term, or (B) that arise from suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time, and all rights therein including without limitation in claims related thereto (all of the foregoing “Inventions”) shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Executive hereby irrevocably conveyswill keep full and complete written records (the “Records”), transfers in the manner prescribed by the Company, of all Inventions, and assigns will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Executive will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Executive will assign to the Company the Inventions and all intellectual property, proprietary, and other rights therein, including without limitation all rights in and to any patents, copyright registrations, trademark registrations, or other forms of protection patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and other equivalent rights and registrations (the “Applications”). The Executive will, at the Company’s sole cost and expense and at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions including without limitation to the perfection, registration, maintenance, or enforcement of any rights thereinInventions. The Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and all intellectual property, proprietary, and other rights therein for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing, if the Company is unable for any other reason to secure Executive’s signature on any document for this purpose.

Appears in 2 contracts

Samples: Employment Agreement (Styron Canada ULC), Employment Agreement (Trinseo S.A.)

Inventions. (i) Executive acknowledges You acknowledge and agrees agree that all ideastrade secrets, mask works, concepts, drawings, materials, documentation, procedures, diagrams, specifications, models, processes, formulae, source and object codes, data, programs, know-how, designs, techniques, ideas, methods, inventions, discoveries, improvements, developmentswork products, technology, developments or other works of authorship, and all work product of any kind or nature whatsoeverauthorship (“Inventions”), whether patentable or unpatentable, (Ax) that relate to the business, products, activities, research, or development of the Company or Executive’s your work with the Company, made made, developed or conceived or developed by Executiveyou, solely or jointly with othersothers or with the use of any of the Company’s equipment, during the Employment Termsupplies, facilities or trade secrets (By) that arise from suggested by any work that Executive performs you perform in connection with the Company, either while performing Executive’s your duties with the Company or on Executive’s your own time, and all rights therein including without limitation in claims but only insofar as the Inventions are related thereto (all to your work as an employee of the foregoing Company (collectively, Company Inventions”) shall ), will belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. Executive hereby irrevocably conveysYou will keep full and complete written records (the “Records”), transfers in the manner prescribed by the Company, of all Company Inventions, and assigns will promptly disclose all Company Inventions completely and in writing to the Company. The Records will be the sole and exclusive property of the Company, and you will surrender them upon the termination of your employment, or upon the Company’s request. You will assign to the Company the Company Inventions and all intellectual property, proprietary, and other rights therein, including without limitation all rights in and to any patents, copyright registrations, trademark registrations, or related patents and other forms of protection intellectual property that may issue thereon in any and all countries, whether during or subsequent to the Employment Termterm of this Letter Agreement, together with the right to file, in Executive’s your name or in the name of the Company (or its designee), applications for patents and other equivalent rights and registrations (the “Applications”). Executive You will, at the Company’s sole cost and expense and at any time during and subsequent to the Employment Termterm of this Letter Agreement, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Company Inventions including without limitation to and the perfection, registration, maintenance, or enforcement of any rights thereinunderlying intellectual property. Executive You will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Company Inventions and all the underlying intellectual property, proprietary, and other rights therein property for the Company’s its benefit, all without additional compensation to Executive you from the Company, but entirely at the Company’s expense. Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing, if the Company is unable for any other reason to secure Executive’s signature on any document for this purpose.

Appears in 2 contracts

Samples: Letter Agreement (OptiNose, Inc.), Letter Agreement (OptiNose, Inc.)

Inventions. (i) Executive i)The Participant acknowledges and agrees that all ideas, designs, methods, inventions, discoveries, improvements, developments, technology, works of authorship, work products and all work product of any kind or nature whatsoeverdevelopments (“Inventions”), whether patentable or unpatentable, (Ax) that relate to the business, products, activities, research, or development of the Company or ExecutiveParticipant’s work with the CompanyPartnership, made or conceived or developed by Executivethe Participant, solely or jointly with others, during the Employment Term, or (By) that arise from suggested by any work that Executive the Participant performs in connection with the CompanyPartnership, either while performing Executivethe Participant’s duties with the Company Partnership or on Executivethe Participant’s own time, and all rights therein including without limitation in claims but only insofar as the Inventions are related thereto (all of to the foregoing “Inventions”) Participant’s work as an employee or other service provider to the Partnership, shall belong exclusively to the Company Partnership (or its designee), whether or not patent applications are filed thereon. Executive hereby irrevocably conveysThe Participant will keep full and complete written records (the “Records”), transfers in the manner prescribed by the Partnership of all Inventions and assigns will promptly disclose all Inventions completely and in writing to the Company Partnership. The Records shall be the sole and exclusive property of the Partnership and the Participant will surrender them upon the termination of the Employment Term, or upon the Partnership’s request. The Participant will assign to the Partnership the Inventions and all intellectual property, proprietary, and other rights therein, including without limitation all rights in and to any patents, copyright registrations, trademark registrations, or other forms of protection patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in Executivethe Participant’s name or in the name of the Company Partnership (or its designee), applications for patents and other equivalent rights and registrations (the “Applications”). Executive The Participant will, at the Company’s sole cost and expense and at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company Partnership with respect to the Inventions including without limitation to the perfection, registration, maintenance, or enforcement of any rights thereinInventions. Executive The Participant will also execute assignments to the Company Partnership (or its designee) ), of the Applications, and give the Company Partnership and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and all intellectual property, proprietary, and other rights therein for the Company’s its benefit, all without additional compensation to Executive the Participant from the Company, Partnership but entirely at the CompanyPartnership’s expense. Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing, if the Company is unable for any other reason to secure Executive’s signature on any document for this purpose.

Appears in 2 contracts

Samples: Incentive Unit Grant Agreement (Sovos Brands, Inc.), Incentive Unit Grant Agreement (Sovos Brands, Inc.)

Inventions. (i) Executive The Employee acknowledges and agrees that all ideas, designs, methods, inventions, discoveries, improvements, work products, developments, technologysoftware, know-how, processes, techniques, works of authorship, authorship and all other work product of any kind or nature whatsoeverproduct, whether patentable or unpatentable, : (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of the Employee’s work with the Company or that relate to the business, products, activities, research, operations or actual or demonstrably anticipated research or development of the Company or Executive’s work with the Company, and that are made or conceived or developed by Executivethe Employee, solely or jointly with others, during the Employment Term, or (B) that arise from suggested by any work that Executive the Employee performs in connection with the Company, either while performing Executivethe Employee’s duties with the Company or on Executivethe Employee’s own time, and all rights therein including without limitation in claims related thereto (all of the foregoing “Inventions”) shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereonthereon (the “Inventions”). Executive hereby The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company in writing, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee irrevocably conveys, transfers and assigns to the Company the Inventions and all intellectual property, proprietary, and other rights therein, including without limitation all rights in and to any patents, copyright registrations, trademark registrations, patents or other forms of protection intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in Executivethe Employee’s name or in the name of the Company (or its designee), applications for patents and other equivalent rights and registrations (the “Applications”). Executive The Employee will, at the Company’s sole cost and expense and at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be reasonably requested from time to time by the Company with respect in writing to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Inventions including without limitation to Employee from the perfection, registration, maintenance, or enforcement of any rights thereinCompany. Executive The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and all intellectual property, proprietary, and other rights therein for the Company’s benefit, all without additional compensation to Executive the Employee from the Company, but entirely at the Company’s expense. Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing, if the Company is unable for any other reason to secure Executive’s signature on any document for this purpose.

Appears in 1 contract

Samples: Employment Agreement (Surgalign Holdings, Inc.)

Inventions. (i) Executive acknowledges You acknowledge and agrees agree that all ideas, designs, methods, inventions, discoveries, improvements, developments, technology, works of authorship, and all work product of any kind products or nature whatsoeverdevelopments (“Inventions”), whether patentable or unpatentable, (A) that relate to the business, products, activities, research, or development of the Company or Executive’s your work with the Company, made or conceived or developed by Executiveyou, solely or jointly with others, during the Employment Term, or (B) that arise from suggested by any work that Executive performs you perform in connection with the Company, either while performing Executive’s your duties with the Company or on Executive’s your own time, and all rights therein including without limitation in claims but only insofar as the Inventions are related thereto (all of to your work as an employee or other service provider to the foregoing “Inventions”) Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. Executive hereby irrevocably conveysYou will keep full and complete written records (the “Records”), transfers in the manner prescribed by the Company, of all Inventions, and assigns will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and you will surrender them upon the termination of the Employment Term, or upon the Company’s request. You will assign to the Company the Inventions and all intellectual property, proprietary, and other rights therein, including without limitation all rights in and to any patents, copyright registrations, trademark registrations, or other forms of protection patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in Executive’s your name or in the name of the Company (or its designee), applications for patents and other equivalent rights and registrations (the “Applications”). Executive You will, at the Company’s sole cost and expense and at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions including without limitation to the perfection, registration, maintenance, or enforcement of any rights thereinInventions. Executive You will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and all intellectual property, proprietary, and other rights therein for the Company’s its benefit, all without additional compensation to Executive you from the Company, but entirely at the Company’s expense. Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing, if the Company is unable for any other reason to secure Executive’s signature on any document for this purpose.

Appears in 1 contract

Samples: Cerecor Inc.

Inventions. (i) Executive acknowledges i)You acknowledge and agrees agree that all ideastrade secrets, works, concepts, drawings, materials, documentation, procedures, diagrams, specifications, models, processes, formulae, data, programs, knowhow, designs, techniques, ideas, methods, inventions, discoveries, improvements, developments, technology, work products or developments or other works of authorship, and all work product of any kind or nature whatsoeverauthorship (“Inventions”), whether patentable or unpatentable, (Ax) that relate to the businessyour Xx. Xxxxxxx September 1, products, activities, research, or development of 2020 work with the Company or Executive’s work with any other member of the CompanyNovocure Group, made made, developed or conceived or developed by Executiveyou, solely or jointly with othersothers or with the use of any of the Novocure Group’s equipment, during the Employment Termsupplies, facilities or trade secrets or (By) that arise from suggested by any work that Executive performs you perform in connection with the CompanyNovocure Group, either while performing Executive’s your duties with the Company Novocure Group or on Executive’s your own time, and all rights therein including without limitation in claims but only insofar as the Inventions are related thereto (all to your work as an employee of the foregoing “Inventions”) shall Company or the Novocure Group, will belong exclusively to the Company (or its designeedesignee and assigns, including without limitation the Parent), whether or not patent applications are filed thereon. Executive hereby irrevocably conveysYou will keep full and complete written records (the “Records”), transfers in the manner prescribed by the Company, of all Inventions, and assigns will promptly disclose all Inventions completely and in writing to the Company. The Records will be the sole and exclusive property of the Company the Inventions (or its designee and all intellectual property, proprietary, and other rights thereinassigns, including without limitation the Parent), and you will surrender them upon the termination of your employment, or upon the Company’s request. You do hereby assign to the Company (and its designees and assigns) the Inventions, including all rights in and to any patents, copyright registrations, trademark registrations, or patents and other forms of protection intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Termterm of this Agreement, together with the right to file, in Executive’s your name or in the name of the Company (or its designee), applications for patents and other equivalent rights and registrations (the “Applications”). Executive You will, at the Company’s sole cost and expense and at any time during and subsequent to the Employment Termterm of this Agreement, make such applicationsApplications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions including without limitation to and the perfection, registration, maintenance, or enforcement of any rights thereinunderlying intellectual property. Executive You will also execute assignments to the Company (or its designeedesignee or assigns) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and all the underlying intellectual property, proprietary, and other rights therein property for the Company’s its benefit, all without additional compensation to Executive you from the Company, but entirely at the Company’s expense. Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing, if the Company is unable for any other reason to secure Executive’s signature on any document for this purpose.

Appears in 1 contract

Samples: Release Agreement (NovoCure LTD)

Inventions. (i) i)The Executive acknowledges and agrees that all ideas, designs, methods, inventions, discoveries, improvements, developmentswork products, technology, developments or works of authorship, and all work product of any kind or nature whatsoeverauthorship (“Inventions”), whether patentable or unpatentable, (A) that relate to the business, products, activities, research, or development of the Company or Executive’s work with the CompanyParent Group, made or conceived or developed by the Executive, solely or jointly with others, during the Employment Term, or (B) that arise from suggested by any work that the Executive performs in connection with the CompanyParent Group, either while performing the Executive’s duties with the Company Parent Group or on the Executive’s own time, and all rights therein including without limitation in claims related thereto (all of the foregoing “Inventions”) shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Executive hereby irrevocably conveyswill keep full and complete written records (the “Records”), transfers in the manner prescribed by the Company, of all Inventions, and assigns will promptly disclose all Inventions completely and in writing to the Company Company. The Records shall be the sole and exclusive property of the member of the Parent Group designated by Xxxxxx, and the Executive will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Executive will assign to the member of the Parent Group designated by Parent the Inventions and all intellectual property, proprietary, and other rights therein, including without limitation all rights in and to any patents, copyright registrations, trademark registrations, or other forms of protection patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Executive’s name or in the name of the Company (or its designee)member of the Parent Group designated by Parent, applications for patents and other equivalent rights and registrations (the “Applications”). The Executive will, at the Company’s sole cost and expense and at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions including without limitation to the perfection, registration, maintenance, or enforcement of any rights thereinInventions. The Executive will also execute assignments to the Company (or its designee) member of the Parent Group designated by Parent of the Applications, and give the Company member of the Parent Group designated by Parent and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and all intellectual property, proprietary, and other rights therein for the CompanyParent Group’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing, if the Company is unable for any other reason to secure Executive’s signature on any document for this purposeParent Group.

Appears in 1 contract

Samples: Employment Agreement (Trinseo PLC)

Inventions. (i) The Executive acknowledges and agrees that all ideas, designs, methods, inventions, discoveries, improvements, developmentswork products, technology, developments or works of authorship, and all work product of any kind or nature whatsoeverauthorship (“Inventions”), whether patentable or unpatentable, (A) that relate to the business, products, activities, research, or development of the Company or Executive’s work with the CompanyParent Group, made or conceived or developed by the Executive, solely or jointly with others, during the Employment Term, or (B) that arise from suggested by any work that the Executive performs in connection with the CompanyParent Group, either while performing the Executive’s duties with the Company Parent Group or on the Executive’s own time, and all rights therein including without limitation in claims related thereto (all of the foregoing “Inventions”) shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Executive hereby irrevocably conveyswill keep full and complete written records (the “Records”), transfers in the manner prescribed by the Company, of all Inventions, and assigns will promptly disclose all Inventions completely and in writing to the Company Company. The Records shall be the sole and exclusive property of the member of the Parent Group designated by Parent, and the Executive will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Executive will assign to the member of the Parent Group designated by Parent the Inventions and all intellectual property, proprietary, and other rights therein, including without limitation all rights in and to any patents, copyright registrations, trademark registrations, or other forms of protection patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Executive’s name or in the name of the Company (or its designee)member of the Parent Group designated by Parent, applications for patents and other equivalent rights and registrations (the “Applications”). The Executive will, at the Company’s sole cost and expense and at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions including without limitation to the perfection, registration, maintenance, or enforcement of any rights thereinInventions. The Executive will also execute assignments to the Company (or its designee) member of the Parent Group designated by Parent of the Applications, and give the Company member of the Parent Group designated by Parent and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and all intellectual property, proprietary, and other rights therein for the CompanyParent Group’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing, if the Company is unable for any other reason to secure Executive’s signature on any document for this purposeParent Group.

Appears in 1 contract

Samples: Employment Agreement (Trinseo S.A.)

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Inventions. (i) Executive The Employee acknowledges and agrees that all ideas, designs, methods, inventions, discoveries, improvements, work products, developments, technologysoftware, know-how, processes, techniques, works of authorship, authorship and all other work product of any kind or nature whatsoeverproduct, whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of the Employee's work with the Company or that relate to the business, products, activities, research, operations or actual or demonstrably anticipated research or development of the Company or Executive’s work with the Company, and that are made or conceived or developed by Executivethe Employee, solely or jointly with others, during the Employment Term, or (B) that arise from suggested by any work that Executive the Employee performs in connection with the Company, either while performing Executive’s the Employee's duties with the Company or on Executive’s the Employee's own time, and all rights therein including without limitation in claims related thereto (all of the foregoing “Inventions”) shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereonthereon (the "Inventions"). Executive hereby The Employee will keep full and complete written records (the "Records"), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company's request. The Employee irrevocably conveys, transfers and assigns to the Company the Inventions and all intellectual property, proprietary, and other rights therein, including without limitation all rights in and to any patents, copyright registrations, trademark registrations, patents or other forms of protection intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in Executive’s the Employee's name or in the name of the Company (or its designee), applications for patents and other equivalent rights and registrations (the "Applications"). Executive The Employee will, at the Company’s sole cost and expense and at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company with respect to perfect, record, enforce, protect, patent or register the Company's rights in the Inventions, all without additional compensation to the Inventions including without limitation to Employee from the perfection, registration, maintenance, or enforcement of any rights thereinCompany. Executive The Employee will also execute assignments to the Company (or its designee) of the Applications, Applications and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and all intellectual property, proprietary, and other rights therein for the Company’s 's benefit, all without additional compensation to Executive the Employee from the Company, but entirely at the Company’s 's expense. Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing, if the Company is unable for any other reason to secure Executive’s signature on any document for this purpose.

Appears in 1 contract

Samples: Employment Agreement (Dakota Gold Corp.)

Inventions. (i) The Executive acknowledges and agrees that all ideas, designs, methods, inventions, discoveries, improvements, work products, developments, technologysoftware, know-how, processes, techniques, methods, works of authorship, authorship and all other work product of any kind or nature whatsoeverproduct, whether patentable or unpatentable, (A) that relate are reduced to the businesspractice, productscreated, activitiesinvented, researchdesigned, developed, contributed to, or development improved with the use of any Company Group resources and/or within the scope of the Company or Executive’s work with the Company, Company Group and that are made or conceived or developed by the Executive, solely or jointly with others, during the Employment Termperiod of the Executive’s employment or service with the Company Group (or any of its predecessors in interest), whether before or after the Effective Date, or (B) that arise from suggested by any work that the Executive performs in connection with the CompanyCompany Group (or any of its predecessors in interest), either while performing the Executive’s duties with the Company Group (or any of its predecessors in interest) or on the Executive’s own time, and all rights therein including without limitation but only insofar as the Inventions are related to the Executive’s work as an employee or other service provider to the Company Group (or any of its predecessors in claims related thereto (all of the foregoing “Inventions”) interest), shall belong exclusively to the Company Group (or its designee), whether or not patent or other applications for intellectual property protection are filed thereonthereon (the “Inventions”). The Executive hereby irrevocably conveyswill keep full and complete written records (the “Records”), transfers in the manner prescribed by the Company Group, of all Inventions, and assigns will promptly disclose all Inventions completely and in writing to the Company Group. The Records shall be the sole and exclusive property of the Company Group, and the Executive will surrender them upon the termination of the Employment Term, or upon the Company Group’s request. The Executive will assign to the Company Group the Inventions and all intellectual property, proprietary, and other rights therein, including without limitation all rights in and to any patents, copyright registrations, trademark registrations, patents or other forms of protection intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Executive’s name or in the name of the Company Group (or its designee), applications for patents and other equivalent rights and registrations (the “Applications”). The Executive will, at the Company’s sole cost and expense and at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be reasonably requested from time to time by the Company with respect Group to perfect, record, enforce, protect, patent or register the Company Group’s rights in the Inventions, all without additional compensation to the Inventions including without limitation to Executive from the perfection, registration, maintenance, or enforcement of any rights thereinCompany Group. The Executive will also execute assignments to the Company Group (or its designee) of the Applications, and give the Company Group and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and all intellectual property, proprietary, and other rights therein for the CompanyCompany Group’s benefit, all without additional compensation to the Executive from the CompanyCompany Group, but entirely at the CompanyCompany Group’s expense. Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing, if the Company is unable for any other reason to secure Executive’s signature on any document for this purpose.

Appears in 1 contract

Samples: Employment Agreement (Leslie's, Inc.)

Inventions. (i) The Executive acknowledges and agrees that all ideas, designs, methods, inventions, discoveries, improvements, developments, technology, works of authorship, work products and all work product of any kind or nature whatsoeverdevelopments (“Inventions”), whether patentable or unpatentable, (Ax) that relate to the business, products, activities, research, or development of the Company or Executive’s work with the Company, made or conceived or developed by the Executive, solely or jointly with others, during the Employment Term, or (By) that arise from suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time, and all rights therein including without limitation in claims but only insofar as the Inventions are related thereto (all of to the foregoing “Inventions”) Executive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Executive hereby irrevocably conveyswill keep full and complete written records (the “Records”), transfers in the manner prescribed by the Company of all Inventions and assigns will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company and the Executive will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Executive will assign to the Company the Inventions and all intellectual property, proprietary, and other rights therein, including without limitation all rights in and to any patents, copyright registrations, trademark registrations, or other forms of protection patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and other equivalent rights and registrations (the “Applications”). The Executive will, at the Company’s sole cost and expense and at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions including without limitation to the perfection, registration, maintenance, or enforcement of any rights thereinInventions. The Executive will also execute assignments to the Company (or its designee) ), of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and all intellectual property, proprietary, and other rights therein for the Company’s its benefit, all without additional compensation to the Executive from the Company, Company but entirely at the Company’s expense. Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing, if the Company is unable for any other reason to secure Executive’s signature on any document for this purpose.

Appears in 1 contract

Samples: Employment Agreement (Sovos Brands, Inc.)

Inventions. (i) The Executive acknowledges and agrees that all ideas, designs, methods, inventions, discoveries, improvements, developmentswork products, technology, developments or works of authorship, and all work product of any kind or nature whatsoever, whether patentable or unpatentable, (A) that relate to the business, products, activities, research, or development of the Company or Executive’s work with the Company, made or conceived or developed by the Executive, solely or jointly with others, during or prior to the Employment Term, or (B) that arise from suggested by any work that the Executive performs in connection with the CompanyCompany (clause (A) and (B) collectively, “Inventions”), either while performing the Executive’s duties with the Company or on the Executive’s own time, and all rights therein including without limitation in claims related thereto (all of the foregoing “Inventions”) shall belong exclusively to the Company (or its designee), regardless of whether or not patent applications are filed thereon. The Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Executive will surrender them upon the termination of the Employment Term or upon the Company’s request. The Executive hereby irrevocably conveys, transfers and assigns to the Company the Inventions and all intellectual property, proprietary, and other rights therein, including without limitation all rights in and to any patents, copyright registrations, trademark registrations, or other forms of protection patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and other equivalent rights and registrations (the “Applications”). The Executive will, at the Company’s sole cost and expense and at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions including without limitation to at the perfection, registration, maintenance, or enforcement of any rights thereinCompany’s expense. The Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and all intellectual property, proprietary, and other rights therein for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. If the Company is unable for any other reason to secure the Executive’s signature on any document for this purpose, then the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive’s agent and attorney in fact, to act for and in on the Executive’s behalf and in the Executive’s stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing, if the Company is unable for any other reason to secure Executive’s signature on any document for this purpose.

Appears in 1 contract

Samples: Employment Agreement (IES Holdings, Inc.)

Inventions. (i) Executive The Employee acknowledges and agrees that all ideas, designs, methods, inventions, discoveries, improvements, work products, developments, technologysoftware, know-how, processes, techniques, methods, works of authorship, authorship and all other work product of any kind or nature whatsoeverproduct, whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of the Employee’s work with the Company or that relate to the business, products, activities, research, operations or actual or demonstrably anticipated research or development of the Company or Executive’s work with the Company, and that are made or conceived or developed by Executivethe Employee, solely or jointly with others, during the Employment Term, or (B) that arise from suggested by any work that Executive the Employee performs in connection with the Company, either while performing Executivethe Employee’s duties with the Company or on Executivethe Employee’s own time, and all rights therein including without limitation in claims related thereto (all of the foregoing “Inventions”) shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereonthereon (the “Inventions”). Executive hereby The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee irrevocably conveys, transfers and assigns to the Company the Inventions and all intellectual property, proprietary, and other rights therein, including without limitation all rights in and to any patents, copyright registrations, trademark registrations, patents or other forms of protection intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in Executivethe Employee’s name or in the name of the Company (or its designee), applications for patents and other equivalent rights and registrations (the “Applications”). Executive The Employee will, at the Company’s sole cost and expense and at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company with respect to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Inventions including without limitation to Employee from the perfection, registration, maintenance, or enforcement of any rights thereinCompany. Executive The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and all intellectual property, proprietary, and other rights therein for the Company’s benefit, all without additional compensation to Executive the Employee from the Company, but entirely at the Company’s expense. Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing, if the Company is unable for any other reason to secure Executive’s signature on any document for this purpose.

Appears in 1 contract

Samples: Employment Agreement (Jones Energy, Inc.)

Inventions. (i) The Executive acknowledges and agrees that all ideas, designs, methods, inventions, discoveries, improvements, developmentswork products, technology, developments or works of authorship, and all work product of any kind or nature whatsoeverauthorship (“Inventions”), whether patentable or unpatentable, (A) that directly relate to the business, products, activities, research, or development of the Company or Executive’s work with the Company, made or conceived or developed by the Executive, solely or jointly with others, during the Employment Term, or (B) that arise from suggested by any work that the Executive performs in connection with his employment at the Company, either during normal working hours while performing the Executive’s duties with the Company or on the Executive’s own time, and all rights therein including without limitation in claims related thereto (all of the foregoing “Inventions”) shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereonthereon unless, in the case of Section 7(e)(i)(B), it also directly relates to any work done on Executive’s own time in connection with his employment by any of the entities listed in Section 1(b)(iv) through (viii). The Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Executive will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Executive hereby irrevocably conveys, transfers and assigns to the Company the Inventions and all intellectual property, proprietary, and other rights therein, including without limitation all rights in and to any patents, copyright registrations, trademark registrations, or other forms of protection patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and other equivalent rights and registrations (the “Applications”). The Executive will, at the Company’s sole cost and expense and at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions including without limitation to the perfection, registration, maintenance, or enforcement of any rights thereinInventions. The Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and all intellectual property, proprietary, and other rights therein for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing, if the Company is unable for any other reason to secure Executive’s signature on any document for this purpose.

Appears in 1 contract

Samples: Employment Agreement (Gener8 Maritime, Inc.)

Inventions. (i) Executive The Employee acknowledges and agrees that all ideas, designs, methods, inventions, discoveries, improvements, work products, developments, technologysoftware, know-how, processes, techniques, works of authorship, authorship and all other work product of any kind or nature whatsoeverproduct, whether patentable or unpatentable, : (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of the Employee’s work with the Company or that relate to the business, products, activities, research, operations or actual or demonstrably anticipated research or development of the Company or Executive’s work with the Company, and that are made or conceived or developed by Executivethe Employee, solely or jointly with others, during the Employment Term, or (B) that arise from suggested by any work that Executive the Employee performs in connection with the Company, either while performing Executivethe Employee’s duties with the Company or on Executivethe Employee’s own time, and all rights therein including without limitation in claims related thereto (all of the foregoing “Inventions”) shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereonthereon (the “Inventions”). Executive hereby The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee irrevocably conveys, transfers and assigns to the Company the Inventions and all intellectual property, proprietary, and other rights therein, including without limitation all rights in and to any patents, copyright registrations, trademark registrations, patents or other forms of protection intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in Executivethe Employee’s name or in the name of the Company (or its designee), applications for patents and other equivalent rights and registrations (the “Applications”). Executive The Employee will, at the Company’s sole cost and expense and at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company with respect to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Inventions including without limitation to Employee from the perfection, registration, maintenance, or enforcement of any rights thereinCompany. Executive The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and all intellectual property, proprietary, and other rights therein for the Company’s benefit, all without additional compensation to Executive the Employee from the Company, but entirely at the Company’s expense. Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing, if the Company is unable for any other reason to secure Executive’s signature on any document for this purpose.

Appears in 1 contract

Samples: Employment Agreement (Rti Surgical, Inc.)

Inventions. (i) Executive acknowledges and agrees that all ideas, designs, methods, inventions, discoveries, improvements, developments, technology, works of authorship, and all work product of any kind or nature whatsoever, whether patentable or unpatentable, (A) that relate to the business, products, activities, research, or development of the Company or Executive’s 's work with the Company, made or conceived or developed by Executive, solely or jointly with others, during the Employment Term, or (B) that arise from any work that Executive performs in connection with the Company, either while performing Executive’s 's duties with the Company or on Executive’s 's own time, and all rights therein including without limitation in claims related thereto (all of the foregoing “Inventions”) shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. Executive hereby irrevocably conveys, transfers and assigns to the Company the Inventions and all intellectual property, proprietary, and other rights therein, including without limitation all rights in and to any patents, copyright registrations, trademark registrations, or other forms of protection that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in Executive’s 's name or in the name of the Company (or its designee), applications for patents and other rights and registrations (the “Applications”). Executive will, at the Company’s 's sole cost and expense and at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions including without limitation to the perfection, registration, maintenance, or enforcement of any rights therein. Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and all intellectual property, proprietary, and other rights therein for the Company’s 's benefit, all without additional compensation to Executive from the Company, but entirely at the Company’s 's expense. Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s 's agent and attorney in fact, to act for and in Executive’s 's behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing, if the Company is unable for any other reason to secure Executive’s 's signature on any document for this purpose.

Appears in 1 contract

Samples: Employment Agreement (Holley Inc.)

Inventions. (i) The Executive acknowledges and agrees that all ideas, designs, methods, inventions, discoveries, improvements, developmentswork products, technology, developments or works of authorship, and all work product of any kind or nature whatsoeverauthorship (“Inventions”), whether patentable or unpatentable, (A) that relate to the business, products, activities, research, or development of the Company or Executive’s work with the Company, Parent and any Affiliate, made or conceived or developed by the Executive, solely or jointly with others, during the Employment Term, or (B) that arise from suggested by any work that the Executive performs in connection with the Company, Parent or any Affiliate, either while performing the Executive’s duties with the Company or on the Executive’s own time, and all rights therein including without limitation in claims related thereto (all of the foregoing “Inventions”) shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Executive hereby irrevocably conveyswill keep full and complete written records (the “Records”), transfers in the manner prescribed by the Company, of all Inventions, and assigns will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Executive will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Executive will assign to the Company (or its designee) the Inventions and all intellectual property, proprietary, and other rights therein, including without limitation all rights in and to any patents, copyright registrations, trademark registrations, or other forms of protection patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and other equivalent rights and registrations (the “Applications”). The Executive will, at the Company’s sole cost and expense and at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions including without limitation to the perfection, registration, maintenance, or enforcement of any rights thereinInventions. The Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and all intellectual property, proprietary, and other rights therein for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing, if the Company is unable for any other reason to secure Executive’s signature on any document for this purpose.

Appears in 1 contract

Samples: Employment Agreement (Trinseo S.A.)

Inventions. (i) The Executive acknowledges and agrees that all ideas, designs, methods, inventions, discoveries, improvements, developmentswork products, technology, developments or works of authorship, and all work product of any kind or nature whatsoeverauthorship (“Inventions”), whether patentable or unpatentable, (A) that relate to the business, products, activities, research, or development of the Company or Executive’s work with the CompanyCompany or any of its affiliates, made or conceived or developed by the Executive, solely or jointly with others, during the Employment Term, or (B) that arise from suggested by any work that the Executive performs in connection with the CompanyCompany or its affiliates, either while performing the Executive’s duties with the Company or its affiliates or on the Executive’s own time, and all rights therein including without limitation in claims related thereto (all of the foregoing “Inventions”) shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Executive will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Executive hereby irrevocably conveys, transfers and assigns to the Company the Inventions and all intellectual property, proprietary, and other rights therein, including without limitation all rights in and to any patents, copyright registrations, trademark registrations, or other forms of protection patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and other equivalent rights and registrations (the “Applications”). The Executive will, at the Company’s sole cost and expense and at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company Company, at the Company’s sole cost and expense, with respect to the Inventions including without limitation to the perfection, registration, maintenance, or enforcement of any rights thereinInventions. The Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and all intellectual property, proprietary, and other rights therein for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. Notwithstanding the foregoing, if Executive is required to provide testimony, Executive shall be reimbursed for all reasonable and documented out-of-pocket costs and expenses incurred by Executive in connection with travel to and from such testimony in accordance with the Company’s expense reimbursement policy and, if required to provide testimony after the Employment Term, reasonably compensated for his time during such travel and testimony. If the Company is unable for any other reason to secure Executive’s signature on any document for this purpose, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing, if the Company is unable for any other reason to secure Executive’s signature on any document for this purpose.

Appears in 1 contract

Samples: Employment Agreement (BigBear.ai Holdings, Inc.)

Inventions. (i) Executive acknowledges and agrees that all ideas, designs, methods, inventions, discoveries, improvements, developmentswork products, technology, developments or works of authorship, and all work product of any kind or nature whatsoever, whether patentable or unpatentable, (A) that relate to the business, products, activities, research, or development of the Company or Executive’s work with the Company, Company Group or are made or conceived or developed by Executive, solely or jointly with others, during the Employment Term, term of Executive’s employment or (B) that arise from suggested by any work that Executive performs in connection with the CompanyCompany Group, either while performing Executive’s duties with the Company Group or on Executive’s own timetime (collectively, and all rights therein including without limitation in claims related thereto (all of the foregoing “Inventions”) shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and Executive will surrender them upon the termination of Executive’s employment, or upon the Company’s request. Executive hereby irrevocably conveys, transfers and assigns to the Company the Inventions and all intellectual property, proprietary, and other rights therein, including without limitation all rights in and to any patents, copyright registrations, trademark registrations, or other forms of protection patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Termterm of Executive’s employment, together with the right to file, in Executive’s name or in the name of the Company (or its designee), applications for patents and other equivalent rights and registrations (the “Applications”). Executive will, at the Company’s sole cost and expense and at any time during and subsequent to the Employment Termterm of Executive’s employment, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions including without limitation to the perfection, registration, maintenance, or enforcement of any rights thereinInventions. Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and all intellectual property, proprietary, and other rights therein for the Company’s benefit, all without additional compensation to Executive from the Company, but entirely at the Company’s expense. If the Company is unable for any other reason to secure Executive’s signature on any document for this purpose, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing, if the Company is unable for any other reason to secure Executive’s signature on any document for this purpose.

Appears in 1 contract

Samples: Management Equity Agreement (Ensemble Health Partners, Inc.)

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