Ownership of Inventions. Executive agrees to assign and does hereby assign to the Company any and all ideas, designs, know-how, programs, improvements, inventions, discoveries and literary creations which Executive alone or with others may conceive or make, and which (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s business, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business of the Company. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 4 contracts
Sources: Senior Executive Employment Agreement (Pacificare Health Systems Inc /De/), Senior Executive Employment Agreement (Pacificare Health Systems Inc /De/), Senior Executive Employment Agreement (Pacificare Health Systems Inc /De/)
Ownership of Inventions. Executive agrees to assign 2.1. The Consultant will notify and does hereby assign disclose in writing to the Company, or any persons designated by the Company any and from time to time, all ideasinformation, improvements, inventions, trademarks, works of authorship, designs, trade secrets, formulae, processes, techniques, know-how, programsand data, whether or not patentable or registerable under copyright or any similar laws, made or conceived or reduced to practice or learned by the Consultant, either alone or jointly with others, during the Consultant’s engagement with the Company (all such information, improvements, inventions, discoveries and literary creations which Executive alone or with others may conceive or maketrademarks, works, designs, trade secrets, formulae, processes, techniques, know-how, and which (adata are hereinafter referred to as the “Invention(s)”) are made wholly immediately upon discovery, receipt or partially with invention as applicable.
2.2. Consultant agrees that all the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s businessInventions are, including actual or demonstrably anticipated research or development upon creation, Inventions of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions are and , shall be the sole property of the Company and its assignees, and the Company and its assignees shall be deemed the sole owner of all title, rights and interest in and to be part of the Company’s business, whether or not any applications for patents, trademarks copyrights, trade secrets and all other rights of any kind or copyrights are filed thereonnature, including moral rights, in connection with such Inventions. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating the Consultant hereby irrevocably and unconditionally assigns to the business of Company all the Company. Executive agrees that, upon request of the Company, Executive shall execute following with respect to any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all title, rights and interest in and to any patents, patent applications, copyrightsand patent rights, including any and all continuations or extensions thereof; (ii) rights associated with works of authorship, including copyrights and copyright applications, Moral Rights (as defined below) and mask workswork rights; (iii) rights relating to the protection of trade secrets and confidential information; (iv) design rights and industrial property rights; (v) any other proprietary rights relating to intangible property including trademarks, service marks and applications thereof, trade secretsnames and packaging and all goodwill associated with the same; (vi) any and all title, rights and other intellectual property rights interest in and to any Invention; and (iivii) all rights to sue for any infringement of any of the foregoing rights and the right to all income, royalties, damages and payments with respect to any of the foregoing rights. the Consultant also hereby forever waives and agrees never to assert any and all “Moral Rights” (as defined below) which Executive Rights the Consultant may have in, to, in or with respect to any InventionInventions, even after termination of engagement on behalf of the Company. For purposes of this Agreement, “Moral Rights” shall mean means any rights right to claim authorship of an Inventiona work, any right to object to any distortion or prevent the other modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Inventiona work, and any similar right, existing under judicial or statutory the law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 4 contracts
Sources: Consulting Agreement (Jeffs' Brands LTD), Consulting Agreement (Jeffs' Brands LTD), Consulting Agreement (Jeffs' Brands LTD)
Ownership of Inventions. The Executive acknowledges and agrees that all Company Inventions (as defined below) (including all intellectual property rights arising therein or thereto, all rights of priority relating to assign and does hereby assign to the Company any patents, and all ideasclaims for past, designspresent and future infringement, know-how, programs, improvements, inventions, discoveries and literary creations which Executive alone or with others may conceive or makemisappropriation relating thereto), and which (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s businessall Confidential Information, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions hereby are and shall be the sole and exclusive property of the Company (collectively, the “Company IP”). For consideration acknowledged and received, the Executive hereby irrevocably assigns, conveys and sets over to the Company all of the Executive’s right, title and interest in and to all Company IP. The Executive acknowledges and agrees that the compensation received by the Executive for employment or services provided to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company Inventions promptly following their conception or reduction to practice. Such disclosure shall be deemed sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to be part convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the Company’s businessnature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agrees, whether or not any applications for patents, trademarks the Executive is then an employee or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business other service provider of the Company. Executive agrees thatCompany or any of its affiliates, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.provide reasonable
Appears in 4 contracts
Sources: Employment Agreement (Ascend Wellness Holdings, LLC), Employment Agreement (Ascend Wellness Holdings, LLC), Employment Agreement (Ascend Wellness Holdings, LLC)
Ownership of Inventions. Executive Consultant agrees to assign and does hereby assign to the Company any acknowledges that all discoveries, concepts, and all ideas, designsincluding, without limitation, improvements, processes, know-how, programsmethods, improvements, inventions, discoveries apparatuses and literary creations which Executive alone or with others may conceive or makeformulae, and which any notes, records, drawings, and designs related thereto (a) are made wholly or partially with collectively, the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions , whether patentable or copyrightable (or in any way protectable as intellectual property) which are and shall be conceived, made, or discovered by Consultant, solely or in collaboration with others, or which become known to Consultant by means of any undertaking, investigation, or experiment arising out of or relating to Consultant’s responsibilities as a consultant or agent of Company during the period of this Agreement are the sole property of the Company and shall be deemed to be part of the Company’s business. In addition, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business of the Company. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts which constitute copyrightable subject matter are “works made for hire” as that may be required by the Company term is defined in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, Copyright Act. Consultant will assign (or that may cause to be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870assigned), and except for Inventions made prior does hereby assign fully to commencement of Executive’s employment with the Company, in addition to the above assignment of all Inventions to the Companyand any copyrights, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applicationsmoral rights, copyrightstrademarks, mask works, trade secrets, and or other intellectual property rights relating thereto. Consultant will assist Company, or its designee, at Company’s expense, in every proper way to obtain, secure, maintain, extend, and enforce Company’s rights in the Inventions and any Invention; and (ii) copyrights, patents, moral rights, trademarks, or other intellectual property rights relating thereto in any and all “Moral Rights” (as defined below) which Executive may have incountries, toincluding, or without limitation, the disclosure to Company of all pertinent information and data with respect to the Inventions, the execution of all applications, specifications, oaths, assignments, and all other instruments which Company will deem necessary or advisable in order to apply for and obtain, secure, maintain, extend, and enforce such rights and in order to assign and convey to Company, its successors, assigns, and nominees the sole and exclusive right, title, and interest in and to the Inventions, and any Inventioncopyrights, patents, moral rights, trademarks, or other intellectual property rights relating thereto. For purposes Consultant’s obligation to execute, or cause to be executed, when it is in Consultant’s power to do so, any such instrument or papers will continue after the expiration or termination of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 3 contracts
Sources: Consulting Agreement (GlyEco, Inc.), Consulting Agreement (GlyEco, Inc.), Consulting Agreement (GlyEco, Inc.)
Ownership of Inventions. The Executive acknowledges and agrees that all Company Inventions (as defined below) (including all intellectual property rights arising therein or thereto, all rights of priority relating to assign and does hereby assign to the Company any patents, and all ideasclaims for past, designspresent and future infringement, know-how, programs, improvements, inventions, discoveries and literary creations which Executive alone or with others may conceive or makemisappropriation relating thereto), and which (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s businessall Confidential Information, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions hereby are and shall be the sole and exclusive property of the Company (collectively, the “Company IP”). For consideration acknowledged and received, the Executive hereby irrevocably assigns, conveys and sets over to the Company all of the Executive’s right, title and interest in and to all Company IP. The Executive acknowledges and agrees that the compensation received by the Executive for employment or services provided to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company Inventions promptly following their conception or reduction to practice. Such disclosure shall be deemed sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to be part convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the Company’s businessnature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agrees, whether or not any applications for patents, trademarks the Executive is then an employee or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business other service provider of the Company. Executive agrees thatCompany or any of its affiliates, upon request of the Company, Executive shall execute to provide reasonable assistance with respect to the perfection, recordation or other documentation of the assignment of Company IP hereunder, and the enforcement of the Company’s rights in any Company IP, and all papers to cooperate to the extent and do all other lawful acts that may be required in the manner reasonably requested by the Company in order to make applications for Letters Patentany litigation or other claim or proceeding (including, of without limitation, the United States and prosecution or defense of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the claim involving a patent) involving any Company in such Inventions, patents and copyrights. Except as otherwise prohibited IP covered by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Companythis Agreement, without further considerationcompensation, but all reasonable out-of-pocket expenses incurred by the Executive hereby fullyin satisfying the requirements of this Section 7(f) shall be paid by the Company or its designee. The Executive shall not, foreveron or after the Effective Date, and irrevocably assigns, transfers, and conveys to directly or indirectly challenge the validity or enforceability of the Company: (i) all patents’s ownership of, patent applications, copyrights, mask works, trade secrets, and other intellectual property or rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, with respect to, any Company IP, including, without limitation, any patent issued on, or with patent application filed in respect to of, any Company Invention. For purposes of this Agreement, “Moral RightsCompany Invention” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right Invention that is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.made,
Appears in 3 contracts
Sources: Employment Agreement (Ascend Wellness Holdings, LLC), Employment Agreement (Ascend Wellness Holdings, LLC), Employment Agreement (Ascend Wellness Holdings, LLC)
Ownership of Inventions. Executive The Employee agrees that all Inventions made by the Employee during the period of the Employee's employment with the Company and for eighteen (18) months thereafter, whether made during the working hours of the Company or on the Employee's own time, will be the sole and exclusive property of the Company. The Employee will, with respect to any Invention: (i) keep current, accurate, and complete records, which will belong to the Company and be kept and stored on the Company's premises; (ii) promptly and fully disclose the existence and describe the nature of the Invention to the Company in writing (and without request); (iii) assign (and does the Employee hereby assign assigns) to the Company all of the Employee's right, title and interest in and to the Invention, any applications the Employee makes for patents or copyrights in any country, and any patents or copyrights granted to the Employee in any country; and (iv) acknowledge and deliver promptly to the Company any and all ideas, designs, know-how, programs, improvements, inventions, discoveries and literary creations which Executive alone or with others may conceive or makewritten instruments, and which (a) are made wholly or partially with perform any other acts necessary in the Company’s assets 's opinion to preserve property rights in the Invention against forfeiture, abandonment or confidential loss and to obtain and maintain letters patent and/or copyrights on the Invention and to vest the entire right and title to the Invention in the Company. The Employee agrees to perform promptly (without charge to the Company but at the expense of the Company) all acts as may be necessary in the Company's opinion to preserve all patents and/or copyrights granted upon the Employee's Inventions forfeiture, abandonment or loss. The requirements of this Section 5(b) do not apply to any Invention for which no equipment, supplies, facility or trade secret information; or (b) are information of the Company was used and which was developed wholly or partially entirely on the Company’s Employee's own time; or , and (ci) which does not relate at the time of conception or reduction to practice directly to the Company’s business, including 's business or to the Company's actual or demonstrably anticipated research or development of the Company; development, or (dii) which does not result from Executive’s any work the Employee performed for the Company (collectively referred to as “Inventions”). Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s business, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business of the Company. Executive agrees The Employee represents that, upon request except as disclosed below, as of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes date of this Agreement, “Moral Rights” shall mean any the Employee has no rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, under and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions to make no claims against the Company whether developed with respect to, any inventions, discoveries, improvements, ideas or created alone works of authorship which would be Inventions if made, conceived, authored or jointly with othersacquired by the Employee during the term of this Agreement.
Appears in 3 contracts
Sources: Employment Agreement (Oakridge Holdings Inc), Employment Agreement (Oakridge Holdings Inc), Employment Agreement (Oakridge Holdings Inc)
Ownership of Inventions. Executive agrees to assign and does hereby assign to the Company any and all ideas, designs, know-how, programs, improvements, inventions, discoveries and literary creations (collectively referred to as "Inventions") which Executive alone or with others may conceive or make, and which (a) are made wholly or partially with the Company’s 's assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s 's time; or (c) relate at the time of conception or reduction to practice to the Company’s 's business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s 's work for the Company (collectively referred to as “Inventions”)Company. Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s 's business, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business of the Company. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s 's employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any and all “"Moral Rights” " (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “"Moral Rights” " shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “"moral right.” " Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 3 contracts
Sources: Senior Executive Employment Agreement (Pacificare Health Systems Inc /De/), Senior Executive Employment Agreement (Pacificare Health Systems Inc /De/), Senior Executive Employment Agreement (Pacificare Health Systems Inc /De/)
Ownership of Inventions. The Executive acknowledges and agrees that all Company Inventions (as defined below) (including all intellectual property rights arising therein or thereto, all rights of priority relating to assign and does hereby assign to the Company any patents, and all ideasclaims for past, designspresent and future infringement, know-how, programs, improvements, inventions, discoveries and literary creations which Executive alone or with others may conceive or makemisappropriation relating thereto), and which (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s businessall Confidential Information, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions hereby are and shall be the sole and exclusive property of the Company (collectively, the “Company IP”). For consideration acknowledged and received, the Executive hereby irrevocably assigns, conveys and sets over to the Company all of the Executive’s right, title and interest in and to all Company IP. The Executive acknowledges and agrees that the compensation received by the Executive for employment or services provided to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company Inventions promptly following their conception or reduction to practice. Such disclosure shall be deemed sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to be part convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the Company’s businessnature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agrees, whether or not any applications for patents, trademarks the Executive is then an employee or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business other service provider of the Company. Executive agrees thatCompany or any of its affiliates, upon request of the Company, Executive shall execute any and all papers and do all to provide reasonable assistance with respect to the perfection, recordation or other lawful acts that may be required by the Company in order to make applications for Letters Patent, documentation of the United States assignment of Company IP hereunder, and the enforcement of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any InventionCompany IP, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions cooperate to the Company whether developed or created alone or jointly with others.extent and in the
Appears in 2 contracts
Sources: Employment Agreement (Ascend Wellness Holdings, Inc.), Employment Agreement
Ownership of Inventions. Executive agrees to assign 3.1. IL will notify and does hereby assign disclose in writing to the Company, or any persons designated by the Company from time to time, all information, improvements, inventions, formulae, processes, techniques, know-how and data, whether or not patentable or registerable under copyright or any and similar laws, made or conceived or reduced to practice or learned by IL, either alone or jointly with others, during IL’s employment with the Company (including after hours, on weekends or during vacation time) (all ideassuch information, designsimprovements, inventions, formulae, processes, techniques, know-how, programsand data are hereinafter referred to as the “Invention(s)”) immediately upon discovery, improvementsreceipt or invention as applicable.
3.2. IL agrees that all the Inventions are, inventionsupon creation, discoveries and literary creations which Executive alone or with others may conceive or make, and which (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s business, including actual or demonstrably anticipated research or development considered Inventions of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions are and , shall be the sole property of the Company and its assignees, and the Company and its assignees shall be deemed to be part the sole owner of the Company’s business, whether or not any applications for all patents, trademarks copyrights, trade secret and all other rights of any kind or copyrights are filed thereonnature, including moral rights, in connection with such Inventions. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating IL hereby irrevocably and unconditionally assigns to the business of Company all the Company. Executive agrees that, upon request of the Company, Executive shall execute following with respect to any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrightsand patent rights, mask works, trade secrets, including any and other intellectual property rights in any Inventionall continuations or extensions thereof; and (ii) any rights associated with works of authorship, including copyrights and all “copyright applications, Moral Rights” Rights (as defined below) which Executive and mask work rights; (iii) rights relating to the protection of trade secrets and confidential information; (iv) design rights and industrial property rights; (v) any other proprietary rights relating to intangible property including trademarks, service marks and applications therefor, trade names and packaging and all goodwill associated with the same; and (vi) all rights to ▇▇▇ for any infringement of any of the foregoing rights and the right to all income, royalties, damages and payments with respect to any of the foregoing rights. IL also hereby forever waives and agrees never to assert any and all Moral Rights IL may have in, to, in or with respect to any InventionInventions, even after termination of employment on behalf of the Company. For purposes of this Agreement, “Moral Rights” shall mean means any rights right to claim authorship of an Inventiona work, any right to object to any distortion or prevent the other modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Inventiona work, and any similar right, existing under judicial or statutory the law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 2 contracts
Sources: Employment Agreement (Objet LTD), Employment Agreement (Objet LTD)
Ownership of Inventions. Executive agrees to assign and does hereby assign to the Company any and all All ideas, designsdata, deliverables, reports, work products, innovations, improvements, know-how, programs, improvements, inventions, discoveries designs, developments, techniques, methods and literary creations which Executive alone or with others may conceive or make, and which (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s business, including actual or demonstrably anticipated research or development other results of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s business, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business of the Company. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, Sponsor and/or the SPAC (in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, foreverdraft and final forms), and irrevocably assignsall related documentation (such as, transfersbut not limited to, notes, records, documents, drawings, and conveys designs), which the Executive makes, conceives, reduces to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, topractice, or with respect to any Invention. For purposes of this Agreementdevelops in whole or in part, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions to the Company whether developed or created either alone or jointly with others, in connection with his services to the Sponsor and/or the SPAC or which relate to any Confidential Information (collectively, the “Inventions”) will be the sole and exclusive property of the Sponsor and/or the SPAC, and will be considered “works made for hire” pursuant to the United States Copyright Act (17 U.S.C. Section 101). The Executive hereby assigns to the Sponsor and/or the SPAC or their respective designees all of the Executive’s right, title and interest in and to all of the foregoing without compensation. To the extent the Executive has any “moral rights” in the Inventions which are not assignable by law, the Executive hereby waives any such moral rights relating to the Inventions, including any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use or subsequent modifications. The Executive further represents that, to the best of the Executive’s knowledge and belief, none of the Inventions that the Executive creates will violate or infringe upon any right, patent, copyright, trademark or right of privacy, or constitute libel or slander against or violate any other rights of any person, firm or corporation, and that the Executive will use the Executive’s commercially reasonable efforts to prevent any such violation.
Appears in 2 contracts
Sources: Executive Employment Agreement (Sagaliam Acquisition Corp), Executive Employment Agreement (Sagaliam Acquisition Corp)
Ownership of Inventions. Executive agrees to assign and does hereby assign to the Company any and You agree that all ideascopyrightable material, designsnotes, know-howrecords, programsinventions, improvements, inventionsdevelopments, discoveries and literary creations which Executive alone or with others may conceive or make, and which (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s businesssecrets, whether or not patentable, conceived, made or discovered by you while rendering services for the Company, solely or in collaboration with others, while employed by the Company (collectively, “Inventions”) shall be the sole property of Company. In addition, to the extent allowed by law, any applications Inventions which constitute copyrightable subject matter shall be considered “works made for patents, trademarks hire” as that term is defined in the United States Copyright Act. You further agree to assign (or copyrights are filed thereon. Further, cause to be assigned) and do irrevocably hereby assign fully to Company all such Inventions shall constitute Confidential Information. Executive shall not claim to own and any Inventions relating to the business of the Company. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applicationscopyrights, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the other intellectual property rights of the Company in such Inventions, patents and copyrightsrelating thereto. Except as otherwise prohibited by law (including but not limited Pursuant to California Labor Code section 2870)Section 2872, this covenant shall not apply to an invention that qualifies fully under the provisions of Section 2870 of the California Labor Code, as explained in the Invention Assignment Notice attached hereto as Exhibit B. You acknowledge that all unpatented inventions, discoveries, improvements, works of authorship or works made for hire, which were owned and controlled by you on the date of entering employment with Company have been listed by you on Exhibit A which is attached to this Agreement. Upon the termination of your employment, or upon the earlier request of Company, you will immediately deliver to Company all property of Company relating to, and except for all tangible embodiments of, Inventions made prior in your possession or control. You agree to commencement of Executive’s employment with the assist Company, in addition to or its designee, at the above assignment expense of Inventions to the Company, without further consideration, Executive hereby fully, forever, to obtain and irrevocably assigns, transfers, from time to time enforce and conveys to defend the Company: (i) all patents, patent applications, rights of Company in the Inventions and any copyrights, mask works, trade secrets, and patents or other intellectual property rights relating thereto in any Invention; and (ii) any and all countries, and to execute all documents reasonably necessary for Company to do so. You further agree that, if in the course of performing your services for the Company, you incorporate into any Inventions developed hereunder any invention, improvement, development, concept, discovery or other proprietary information owned by him or in which you have an interest (“Moral Rights” (Item”), Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, reproduce, display, use and sell such Item as defined below) which Executive may have inpart of or in connection with such Inventions. You further agree that if Company, toafter reasonable effort, is unable because of your unavailability, mental or physical incapacity, or with respect to for any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Inventionother similar reason, to object secure your signature to or prevent the modification of any Invention, apply for or to withdraw from circulation pursue any application for any United States or control foreign patents or copyright registrations covering the publication or distribution Inventions assigned to Company above, then you hereby irrevocably designate and appoint Company and its duly authorized officers and agents as your agent and attorney-in-fact, to act for and on your behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of any Invention, patents and any similar right, existing under judicial or statutory law of any country in copyright registrations thereon with the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to same legal force and effect as a “moral rightif executed by you.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 2 contracts
Sources: Employment Agreement (Lianluo Smart LTD), Employment Agreement (Lianluo Smart LTD)
Ownership of Inventions. Executive agrees to assign and does hereby assign to the Company any and You agree that all ideascopyrightable material, designsnotes, know-howrecords, programsinventions, improvements, inventionsdevelopments, discoveries and literary creations which Executive alone or with others may conceive or make, and which (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s businesssecrets, whether or not patentable, conceived, made or discovered by you in while rendering services for the Company, solely or in collaboration with others, while employed by the Company (collectively, “Inventions”) shall be the sole property of Company. In addition, to the extent allowed by law, any applications Inventions which constitute copyrightable subject matter shall be considered “works made for patents, trademarks hire” as that term is defined in the United States Copyright Act. You further agree to assign (or copyrights are filed thereon. Further, cause to be assigned) and do irrevocably hereby assign fully to Company all such Inventions shall constitute Confidential Information. Executive shall not claim to own and any Inventions relating to the business of the Company. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applicationscopyrights, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the other intellectual property rights of the Company in such Inventions, patents and copyrightsrelating thereto. Except as otherwise prohibited by law (including but not limited Pursuant to California Labor Code section 2870)Section 2872, this covenant shall not apply to an invention that qualifies fully under the provisions of Section 2870 of the California Labor Code, as explained in the Invention Assignment Notice attached hereto as Exhibit B. You acknowledge that all unpatented inventions, discoveries, improvements, works of authorship or works made for hire, which were owned and controlled by you on the date of entering employment with Company have been listed by you on Exhibit A which is attached to this Letter. Upon the termination of your employment, or upon the earlier request of Company, you will immediately deliver to Company all property of Company relating to, and except for all tangible embodiments of, Inventions made prior in your possession or control. You agree to commencement of Executive’s employment with the assist Company, in addition to or its designee, at the above assignment expense of Inventions to the Company, without further consideration, Executive hereby fully, forever, to obtain and irrevocably assigns, transfers, from time to time enforce and conveys to defend the Company: (i) all patents, patent applications, rights of Company in the Inventions and any copyrights, mask works, trade secrets, and patents or other intellectual property rights relating thereto in any Invention; and (ii) any and all countries, and to execute all documents reasonably necessary for Company to do so. You further agree that, if in the course of performing your services for the Company, you incorporate into any Inventions developed hereunder any invention, improvement, development, concept, discovery or other proprietary information owned by him or in which you have an interest (“Moral Rights” (Item”), Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, reproduce, display, use and sell such Item as defined below) which Executive may have inpart of or in connection with such Inventions. You further agree that if Company, toafter reasonable effort, is unable because of your unavailability, mental or physical incapacity, or with respect to for any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Inventionother similar reason, to object secure your signature to or prevent the modification of any Invention, apply for or to withdraw from circulation pursue any application for any United States or control foreign patents or copyright registrations covering the publication or distribution Inventions assigned to Company above, then you hereby irrevocably designate and appoint Company and its duly authorized officers and agents as your agent and attorney-in-fact, to act for and on your behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of any Invention, patents and any similar right, existing under judicial or statutory law of any country in copyright registrations thereon with the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to same legal force and effect as a “moral rightif executed by you.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 2 contracts
Sources: Employment Agreement, Employment Agreement (Newegg Inc)
Ownership of Inventions. The Executive acknowledges and agrees that all Company Inventions (as defined below) (including all intellectual property rights arising therein or thereto, all rights of priority relating to assign and does hereby assign to the Company any patents, and all ideasclaims for past, designspresent and future infringement, know-how, programs, improvements, inventions, discoveries and literary creations which Executive alone or with others may conceive or makemisappropriation relating thereto), and which (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s businessall Confidential Information, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions hereby are and shall be the sole and exclusive property of the Company (collectively, the “Company IP”). For consideration acknowledged and received, the Executive hereby irrevocably assigns, conveys and sets over to the Company all of the Executive’s right, title and interest in and to all Company IP. The Executive acknowledges and agrees that the compensation received by the Executive for employment or services provided to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company Inventions promptly following their conception or reduction to practice. Such disclosure shall be deemed sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to be part convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the Company’s businessnature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agrees, whether or not any applications for patents, trademarks the Executive is then an employee or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business other service provider of the Company. Executive agrees thatCompany or any of its affiliates, upon request of the Company, Executive shall execute to provide reasonable assistance with respect to the perfection, recordation or other documentation of the assignment of Company IP hereunder, and the enforcement of the Company’s rights in any Company IP, and all papers to cooperate to the extent and do all other lawful acts that may be required in the manner reasonably requested by the Company in order to make applications for Letters Patentany litigation or other claim or proceeding (including, of without limitation, the United States and prosecution or defense of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the claim involving a patent) involving any Company in such Inventions, patents and copyrights. Except as otherwise prohibited IP covered by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Companythis Agreement, without further considerationcompensation, but all reasonable out-of-pocket expenses incurred by the Executive hereby fullyin satisfying the requirements of this Section 7(f) shall be paid by the Company or its designee. The Executive shall not, foreveron or after the Commencement Date, and irrevocably assigns, transfers, and conveys to directly or indirectly challenge the validity or enforceability of the Company: (i) all patents’s ownership of, patent applications, copyrights, mask works, trade secrets, and other intellectual property or rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, with respect to, any Company IP, including, without limitation, any patent issued on, or with patent application filed in respect to of, any Company Invention. For purposes of this Agreement, “Moral RightsCompany Invention” shall mean any rights to claim authorship of an InventionInvention that is made, to object to or prevent the modification of any Inventionconceived, invented, authored, or first actually reduced to withdraw from circulation or control practice, by the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions to the Company whether developed or created (alone or jointly with others) (i) in the course of, in connection with, or as a result of the Executive’s employment or other service with the Company or any of its affiliates (whether before, on, or after the Commencement Date, but not before the commencement of Executive’s employment with the Company or its predecessor), (ii) at the direction or request of the Company or any of its affiliates (whether before, on, or after the Commencement Date), or (iii) through the use of, or that is related to, facilities, equipment, Confidential Information, other Company Inventions, intellectual property or other resources of the Company or any of its affiliates, whether or not during the Executive’s work hours (and whether before, on, or after the Commencement Date, but not before the commencement of Executive’s employment with the Company or its predecessor). For purposes of this Agreement, “Invention” shall mean any invention, formula, therapy, diagnostic technique, discovery, improvement, idea, technique, design, method, art, process, methodology, algorithm, machine, development, product, service, technology, strategy, software, work of authorship or other Works (as defined below), trade secret, innovation, trademark, data, database, or the like, whether or not patentable, together with all intellectual property rights therein.
Appears in 2 contracts
Sources: Employment Agreement (Ascend Wellness Holdings, Inc.), Employment Agreement (Ascend Wellness Holdings, Inc.)
Ownership of Inventions. 5.5.1 During the employment by the Company, Executive agrees will have access to assign and does hereby assign to the Company any and all ideastrade secrets, designsdata, know-how, programsknowledge or other confidential information originated in the Company or disclosed to the Company by others under agreements to hold the same confidential (collectively referred to as "Confidential Information"). Executive acknowledges that Confidential Information includes any information not readily available to the public, and includes not only technical information but also business information. In addition, Executive may, during the period of employment, create, make, develop or conceive inventions, discoveries, concepts, ideas, designs, works of authorship, developments, information, improvements, inventionsor trade secrets, discoveries whether patentable or not, and literary creations whether solely or jointly with others, which may or may not also constitute Confidential Information (collectively referred to as "Inventions"). Executive agrees that all works of authorship to which Executive alone contributes shall be considered "works made for hire" and shall be the sole property of the Company.
5.5.2 Executive agrees that Executive will neither utilize any Confidential Information for Executive's own benefit or with others for the benefit of anyone except the Company, nor disclose, disseminate, lecture upon or publish articles about any Confidential Information to any one outside the Company, or to any officer or employee of the~ Company not also having access to Confidential Information, at any time either during or after employment by the Company.
5.5.3 Executive agrees to disclose promptly, in writing to Executive's Supervisor, Company's Counsel and Chief Executive Officer, any Inventions that Executive may conceive or make, develop or conceive, solely or jointly, during the period of employment by the Company, or by its predecessors, successors in business, subsidiaries, parents or affiliates. All such Inventions shall be and which (a) are made wholly remain the property of the Company. Executive hereby assigns to the Company all Executive's rights, titles and interests in and to any such Inventions, whether or partially not such Inventions may be reduced to practice during the period of Executive's employment, and to execute all patent or copyright applications, assignments and other documents, and to take all other steps necessary, to vest in the Company the entire right, title and interest in and to those Inventions and in and to any patents or copyrights obtainable therefor in the United States and in foreign countries, all at the Company's expense, but for no consideration to Executive in addition to Executive's salary or wages. Executive agrees to keep adequate records of all Inventions and make such records available to the Company.
5.5.4 If the Company chooses to prosecute applications for patents or copyrights for any such Inventions, the Company shall assume the entire expense of preparing, filing and prosecuting such applications, through counsel appointed by the Company; provided, however, that the Company is under no obligation to prosecute such applications. Executive agrees to cooperate with the Company and do whatever is necessary or appropriate to obtain patents, copyrights or other legal protections for Inventions. If Executive is incapacitated or refuses to so cooperate for any reason, Executive hereby authorizes the Company to act as Executive's agent and to take whatever actions, or execute whatever documents, may be needed to carry out this Agreement.
5.5.5 All records and other material pertaining to Confidential Information, whether developed by Executive or others, shall be and remain the property of the Company. Upon termination of Executive's employment with the Company’s assets , all documents, records, notebooks and other material of any kind pertaining to or confidential containing Confidential Information then in Executive's possession, or trade secret information; under Executive's control, whether prepared by Executive or (b) others, will be returned to the Company unconditionally.
5.5.6 Executive shall not be obligated to assign any Invention which/relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Executive prior to Executive's employment with the Company, provided that all such Inventions are developed wholly or partially listed at the time of employment on the attached Exhibit "B." If no entry is made on Exhibit `B," then such entry shall be deemed to be "none," whether or not Exhibit "B" is signed by Executive. Except as listed on Exhibit "B," Executive will not assert any rights to any Inventions, as having been made or acquired by Executive prior to being employed by the Company’s time; .
5.5.7 Executive shall not be obligated to assign any Invention which may be wholly conceived by Executive after Executive leaves the employ of the Company, except that Executive is so obligated if such Invention shall involve the utilization of Confidential Information of the Company.
5.5.8 Notwithstanding anything in this Agreement to the contrary, Executive shall not be obligated to assign to the Company and of Executive's rights in an Invention that the Executive developed entirely on Executive's own time without using the Company's equipment, supplies, facilities or Confidential Information, except for those Inventions that either: (ci) relate relate, at the time of conception or reduction to practice of Invention, to either the Company’s 's business, including or actual or demonstrably anticipated research or development of the Company; , or (dii) result from Executive’s any work performed by the Executive for the Company (collectively referred to as “Inventions”). Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s business, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business of the Company. THIS AGREEMENT DOES NOT APPLY TO ANY INVENTION WHICH QUALIFIES FULLY UNDER THE PROVISIONS OF CALIFORNIA LABOR CODE SECTION 2870 OR ANY OTHER SUBSTANTIALLY EQUIVALENT LAW IN THE STATE IN WHICH THE EXECUTIVE IS EMPLOYED. With regard to those Inventions which Executive agrees that, upon request of is not obligated to assign to the Company, Executive shall execute give the Company a right of first refusal on any and all papers such Inventions and do all other lawful acts that may be required by the Company in order right to make applications meet any firm offer of another for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the . The Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not must exercise such right is denominated or generally referred to as a “moral rightof first refusal within thirty (30) days of receipt of written notice from Executive setting forth such offer.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 2 contracts
Sources: Consulting Agreement (Aethlon Medical Inc), Employment Agreement (Aethlon Medical Inc)
Ownership of Inventions. (i) Executive agrees to assign will fully and does hereby assign completely disclose to the Company during Executive's employment with the Company any and all inventions, ideas, designsworks of authorship and other trade secrets or confidential and proprietary information made, know-how, programs, improvements, inventions, discoveries and literary creations which developed and/or conceived by Executive alone or jointly with others may conceive arising out of or makerelating to Executive's employment by the Company.
(ii) Executive agrees that any inventions, and ideas or original works of authorship, in whole or in part conceived or made by Executive, which (a) are made wholly through the use of any Company Confidential Information or partially with the Company’s assets any Company equipment, facilities, supplies or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) , which relate at the time of conception or reduction to practice to the Company’s business, including 's business or the Company's actual or demonstrably anticipated research and development, or development of which resulted or result from any work performed by Executive for the Company; or (d) result from Executive’s work for the Company (collectively referred , shall belong exclusively to as “Inventions”). Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s business, 's Confidential Information whether or not fixed in a tangible medium of expression. Without limiting the foregoing, Executive agrees that any applications such original works of authorship shall be deemed to be "works made for patentshire" and that the Company shall be deemed the author thereof under the U.S. Copyright Act. In any event, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating hereby irrevocably assigns and transfers to the business of the Company. Company all rights, title and interest in such works, including, but not limited to, copyrights.
(iii) Executive agrees that, upon request of hereby assigns to the Company, Executive shall its successors or assigns, any and all inventions, patents and rights in patents, and applications for patents both in the United States and in any foreign country, in connection with any of Executive's inventions, improvements or developments, whether existing now or created in the future, and to do any and all acts, and to execute any and all papers and do all other lawful acts that may be required by instruments, which the Company may request to secure to itself, its successors or assigns, all rights relating to such inventions or improvements or developments or patents or applications in order to make applications for Letters Patent, of the United States and of or in any and all other countriesforeign country, on such Inventions, or that may be required including the right to vest ownership of such applications, patents and copyrights file in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right's name.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 2 contracts
Sources: Employment Agreement (Reynolds & Reynolds Co), Employment Agreement (Reynolds & Reynolds Co)
Ownership of Inventions. Executive (a) Employee shall disclose all Inventions promptly and fully to the Company.
(b) Except as excluded in Section 7(e) below, Employee hereby assigns, and agrees to assign assign, to the Company all of Employee’s right, title and does hereby interest in and to all Company Inventions and agrees that all such Company Inventions shall be the Company’s sole and exclusive property to the maximum extent permitted by law.
(c) Employee shall at the request of the Company (but without additional compensation from the Company): (i) execute any and all papers and perform all lawful acts that the Company deems necessary for the preparation, filing, prosecution, and maintenance of applications for United States patents or copyrights and foreign patents or copyrights on any Company Inventions, (ii) execute such instruments as are necessary to assign to the Company any and all ideas, designs, know-how, programs, improvements, inventions, discoveries and literary creations which Executive alone or with others may conceive or make, and which (a) are made wholly or partially with to the Company’s assets nominee, all of Employee’s right, title and interest in any Company Inventions so as to establish or confidential perfect in the Company or trade secret information; or (b) are developed wholly or partially on in the Company’s time; nominee, the entire right, title and interest in such Company Inventions, and (iii) execute any instruments necessary or that the Company may deem desirable in connection with any continuation, renewal or reissue of any patents in any Company Inventions, renewal of any copyright registrations for any Company Inventions, or in the conduct of any proceedings or litigation relating to any Company Inventions. All expenses incurred by the Employee by reason of the performance of any of the obligations set forth in this Section 7(e) shall be borne by the Company.
(cd) relate Concurrent with Employee’s execution of this Agreement, Employee attaches a list and brief description of all unpatented inventions and discoveries, if any, made or conceived by Employee prior to Employee’s employment with the Company and that are to be excluded from this Agreement. If no such list is attached at the time of conception execution of this Agreement, it shall be conclusively presumed that Employee has waived any right Employee may have to any such invention or reduction to practice discovery which relates to the Company’s businessBusiness.
(e) Provisions (a) through (d) of this Section 7 regarding assignment of right, including title and interest do not apply to Inventions for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on Employee’s own time, unless (i) the Inventions relate either to the business of the Company, or to the Company’s actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s business, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business of the Company. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventionsdevelopment, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) the Inventions result from any and all “Moral Rights” (as defined below) which Executive may have in, to, work directly or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent indirectly performed by the modification of any Invention, or to withdraw from circulation or control Employee for the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral rightCompany.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 2 contracts
Sources: Non Solicitation and Non Disclosure Agreement, Non Solicitation and Non Disclosure Agreement (Us Foods, Inc.)
Ownership of Inventions. Executive agrees shall disclose promptly, to assign and does hereby assign to such person(s) as may be designated by the Company for this purpose from time-to-time, any and all ideas, designs, know-how, programsinformation relating to all Inventions (as hereinafter defined) which Executive makes or conceives or first reduces to practice during his employment hereunder. The term “Inventions” for purposes of this Agreement shall mean all inventions, improvements, inventionsworks of authorship, discoveries and literary creations which Executive alone or with others may conceive or makeformulas, processes, methods, computer programs, databases, and which trade secrets (awhether patentable or not) are made wholly or partially conceived or first reduced to practice by Executive solely, or jointly with others, (i) in the performance of his duties, (ii) with the Company’s assets use of time, material or confidential or trade secret information; or (b) are developed wholly or partially on facilities of the Company’s time; or , (ciii) which relate at the time of conception or reduction to practice to the Company’s 's business, including any actual or demonstrably anticipated research product, method, apparatus, substance or development article of manufacture within the Company; 's field of activity or its research and development efforts, or (div) result which results from Executive’s or is suggested by work performed for the Company (collectively referred to as “Inventions”)Company. Such Executive acknowledges that all Inventions are and shall be the exclusive property of the Company and shall be deemed to be part of the Company’s businessand, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business of extent that the Company. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights Invention does not vest in the CompanyCompany as a matter of law, or that may be required he hereby assigns and shall continue to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions assign to the Company, without further considerationcompensation, his entire right, title and interest in and to all such Inventions and shall execute all documents which the Company may deem necessary with respect thereto. Executive hereby fullyshall make, foreverat the sole discretion and expense of the Company, such applications for United States and foreign patents covering any Inventions as the Company may request. Executive shall execute, acknowledge and deliver all papers, including applications, renewals, assignments, and irrevocably assigns, transfersapplications for re-issue, and conveys do all other rightful acts which the Company may consider necessary, to secure the Company's full rights to the Inventions to secure patents or other registrations thereon, and to enforce the Company's rights therein. The foregoing obligations shall survive the termination of employment with the Company; provided, however, that the Company will compensate Executive at a reasonable rate after such termination for time or expenses actually spent at the Company's request on such matters. Executive represents, warrants and covenants that: (i) all patentshe does not have applications for patents pending, patent applicationseither domestic or foreign, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any there is no invention now in his possession which he will claim to be excluded herefrom, (iii) his performance of the foregoing disclosure and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Inventionassignment provisions, and his performance of his duties as an employee of the Company will not breach any similar rightinvention assignment or proprietary information agreement with any former employer or other party, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or and (iv) he will not such right is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions bring to the Company whether developed or created alone use in the performance of his duties with the Company any documents or jointly with othersmaterials of a former employer or third party that are not generally available to the public or have not been legally transferred to the Company.
Appears in 2 contracts
Sources: Employment Agreement (Dresser-Rand Group Inc.), Confidentiality, Non Compete, Severance, and Change in Control Agreement (Dresser-Rand Group Inc.)
Ownership of Inventions. Executive agrees All inventions, ideas, designs, circuits, schematics, formulas, algorithms, trade secrets, works of authorship, mask works, developments, processes, techniques, improvements, and related know-how which are made, developed, conceived ordiscovered by me, alone or with others, on behalf of the Company or from access to or any use of the Company Confidential Information or property whether or not patentable, copyrightable, or qualified for mask work protection (collectively "Inventions') shall be the sole property of the Company, and, to the extent permitted by law, shall be "works made for hire." I hereby assign and agree to assign to the Company or its designee, without further consideration, my entire right, title, and does interest in and to all Inventions, other than those described in Paragraph 7 of this Agreement, including all rights to obtain, register, perfect, and enforce patents, copyrights, mask work rights, and other intellectual property protection for Inventions. I will disclose promptly and in writing to the individual designated by the Company or to my immediate supervisor all Inventions which I have made or reduced to practice. During my employment and for four years after, I will cooperate with and assist the Company (at its expense) to obtain and enforce patents, copyrights, mask work rights, and other forms of intellectual property protection on Inventions. Should the Company be unable to secure my signature on any such document, whether due to my mental or physical incapacity or any other cause, I hereby assign irrevocably designate and appoint the Company and each of its duly authorized representatives as my agent and attorney-in-fact, solely for the purpose of obtaining and enforcing such intellectual property protection, with full power of substitution and delegation, to undertake such acts in my name as if executed and delivered by me (which appointment is coupled with an interest), and I waive and quitclaim to the Company any and all ideas, designs, know-how, programs, improvements, inventions, discoveries and literary creations which Executive alone or with others may conceive or make, and which (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s business, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business of the Company. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and claims of any and all other countries, on such Inventions, nature whatsoever that I may have or that may be required to vest ownership later have for infringement of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other any intellectual property rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral rightInventions.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 1 contract
Sources: Executive Employment Agreement (Excaliber Enterprises, Ltd.)
Ownership of Inventions. (a) Executive hereby agrees to assign and does hereby assign to the Company that any and all ideas, designs, know-how, programs, improvements, inventions, discoveries and literary creations which Executive alone or with others may conceive or make, and which inventions (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s business, whether or not any applications an application for patents, trademarks or copyrights are protection has been filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business of the Company. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870under patent laws), and except for Inventions made prior to commencement works of Executive’s employment with the Companyauthorship, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights information fixed in any Invention; and tangible medium of expression (ii) whether or not protected under copyright laws), Moral Rights (defined as any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights right to claim authorship of an Inventiona work, any right to object to any distortion or prevent the other modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Inventiona work, and any similar right, existing under judicial or statutory the law of any country in the worldcountry, or under any treaty), regardless of mask works, trademarks, trade names, trade dress, trade secrets, publicity rights, know-how, ideas (whether or not protected under trade secret laws), and all other subject matter protected under patent, copyright, Moral Right, mask work, trademark, trade secret, or other laws, that have been or are developed, generated or produced by Executive, solely or jointly with others, at any time during the Employment Term (collectively, “Inventions”), shall be the exclusive property of the Company, subject to the obligations hereunder with respect to Confidential Information, and Executive hereby forever waives and agrees never to assert against the Company, its successors or licensees any and all ownership, interest, “moral rights” or similar rights with respect thereto. Executive hereby assigns to the Company all right, title and interest to the foregoing Inventions. This Section does not apply to any Invention of Executive for which no equipment, supplies, facility or Confidential Information of the Company was used and that was developed entirely on Executive’s own time, unless the Invention (i) relates to (A) the Business (which, for this purpose, includes the Business as conducted by SurePoint prior to the date hereof) or (B) the Company’s (or SurePoint’s) actual or demonstrably anticipated research or development, or (ii) results from any work performed by Executive for or on behalf of the Company (or SurePoint). Executive shall keep and maintain adequate and current written records of all Inventions. Such records shall remain the property of the Company at all times. Executive shall promptly and fully disclose to the Company the nature and particulars of any Inventions or research projects undertaken on the Company’s behalf.
(b) During or subsequent to the Employment Term, Executive shall execute all papers, and otherwise provide assistance, at the Company’s request and expense, to enable the Company or its nominees to obtain and enforce all proprietary rights with respect to the Company Inventions (as defined below) in any and all countries. To that end, Executive will execute, verify and deliver such right documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, defending, evidencing and enforcing any such proprietary rights, and the assignment of any or all of such proprietary rights. In addition, Executive will execute, verify and deliver assignments of such rights to the Company or its designee. Executive’s obligation to assist the Company with respect to such rights shall continue beyond the termination of Executive’s association with the Company. The Company shall reimburse Executive for all reasonable out-of-pocket expenses incurred by Executive in fulfilling Executive’s obligations under this Section.
(c) Executive waives and quitclaims to the Company all claims of any nature whatsoever which Executive now has or may in the future obtain for infringement of any proprietary rights assigned under this Agreement or otherwise to the Company.
(d) Executive acknowledges that all original works of authorship which are made by Executive (solely or jointly with others) during the Employment Term with the Company which are protectable by copyright are “works made for hire,” as that term is denominated defined in the United States Copyright Act and any successor statutes. Inventions assigned to the Company or generally as directed by the Company under this Agreement or otherwise are referred to as a “moral rightCompany Inventions”.
(e) For purposes of this Agreement, “Prior Inventions” Executive will promptly disclose any Inventions to the Company whether developed or created means all inventions, original works of authorship, developments and improvements which were made by Executive, alone or jointly with others, prior to Executive’s Employment Term with the Company. To preclude any possibility of uncertainty, Executive has set forth on Exhibit B attached hereto a complete list of all Prior Inventions which Executive considers to be Executive’s property or the property of third parties and which Executive wishes to have excluded from the scope of this Agreement. If disclosure of any such Prior Invention on Exhibit B would cause Executive to violate any prior confidentiality agreement, Executive understands that Executive is not to list such Prior Invention in Exhibit B but is to inform the Company that all Prior Inventions have not been listed for that reason. Unless the parties otherwise agree in writing, Executive is under no obligation to incorporate any Prior Inventions in any of Company’s products or processes or other Company Invention. If, in the course of Executive’s performance Executive chooses to incorporate into any such Company product or process or other Company Invention any Prior Invention owned by Executive or in which Executive otherwise has an interest, Executive grants the Company a non-exclusive, royalty free, irrevocable, perpetual, world-wide license to copy, reproduce, make and have made, modify and create derivative works of such Prior Inventions and use, sell and license derivative works as part of or in connection with any such Company product or process or other Company Invention.
Appears in 1 contract
Ownership of Inventions. Executive agrees to assign will fully and does hereby assign completely disclose to the Company during Executive's employment with the Company any and all inventions, ideas, designsworks of authorship and other trade secrets or confidential and proprietary information made, know-how, programs, improvements, inventions, discoveries and literary creations which developed and/or conceived by Executive alone or jointly with others may conceive arising out of or makerelating to Executive's employment by the Company. Executive agrees that any inventions, and ideas or original works of authorship, in whole or in part conceived or made by Executive, which (a) are made wholly through the use of any Company Confidential Information or partially with the Company’s assets any Company equipment, facilities, supplies or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) , which relate at the time of conception or reduction to practice to the Company’s business, including 's business or the Company's actual or demonstrably anticipated research and development, or development of which resulted or result from any work performed by Executive for the Company; or (d) result from Executive’s work for the Company (collectively referred , shall belong exclusively to as “Inventions”). Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s business, 's Confidential Information whether or not fixed in a tangible medium of expression. Without limiting the foregoing, Executive agrees that any applications such original works of authorship shall be deemed to be "works made for patentshire" and that the Company shall be deemed the author thereof under the U.S. Copyright Act. In any event, trademarks or copyrights are filed thereon. FurtherExecutive hereby irrevocably assigns and transfers to the Company all rights, all title and interest in such Inventions shall constitute Confidential Informationworks, including, but not limited to, copyrights. Executive shall not claim hereby assigns to own any Inventions relating to the business of the Company. Executive agrees that, upon request of the Company, Executive shall its successors or assigns, any and all inventions, patents and rights in patents, and applications for patents both in the United States and in any foreign country, in connection with any of Executive's inventions, improvements or developments, whether existing now or created in the future, and to do any and all acts, and to execute any and all papers and do all other lawful acts that may be required by instruments, which the Company may request to secure to itself, its successors or assigns, all rights relating to such inventions or improvements or developments or patents or applications in order to make applications for Letters Patent, of the United States and of or in any and all other countriesforeign country, on such Inventions, or that may be required including the right to vest ownership of such applications, patents and copyrights file in the Company's name. RETURN OF MATERIALS Within three (3) business days following the termination of employment, in any manner or that may be required for any reason, Executive will promptly return to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company all Company equipment and other property in such InventionsExecutive's possession, patents and copyrights. Except as otherwise prohibited by law (including custody or control including, but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, documents and any similar right, existing under judicial or statutory law copies of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred documents pertaining to as a “moral rightCompany Confidential Information.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 1 contract
Ownership of Inventions. 3.1. Executive agrees to assign will notify and does hereby assign disclose in writing to the Company, or any persons designated by the Company any and from time to time, all ideasinformation, improvements, inventions, trademarks, works, designs, trade secrets, formulae, processes, techniques, know-how and data, whether or not patentable or registerable under copyright or any similar laws, made or conceived or reduced to practice or learned by Executive, either alone or jointly with others, during Executive’s employment with the Company (including after hours, on weekends or during vacation time) (all such information, improvements, inventions, trademarks, works, designs, trade secrets, formulae, processes, techniques, know-how, programsand data are hereinafter referred to as the “Invention(s)”) immediately upon discovery, improvementsreceipt or invention as applicable.
3.2. Executive agrees that all the Inventions are, inventionsupon creation, discoveries and literary creations which Executive alone or with others may conceive or make, and which (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s business, including actual or demonstrably anticipated research or development Inventions of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions are and , shall be the sole property of the Company and its assignees, and the Company and its assignees shall be deemed the sole owner of all title, rights and interest in and to be part of the Company’s business, whether or not any applications for patents, trademarks copyrights, trade secrets and all other rights of any kind or copyrights are filed thereon. Furthernature, all including moral rights, in connection with such Inventions shall constitute Confidential InformationInventions. Executive shall not claim to own any Inventions relating hereby irrevocably and unconditionally assigns to the business of Company all the Company. Executive agrees that, upon request of the Company, Executive shall execute following with respect to any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all title, rights and interest in and to any patents, patent applications, copyrightsand patent rights, including any and all continuations or extensions thereof; (ii) rights associated with works of authorship, including copyrights and copyright applications, Moral Rights (as defined below) and mask workswork rights; (iii) rights relating to the protection of trade secrets and confidential information; (iv) design rights and industrial property rights; (v) any other proprietary rights relating to intangible property including trademarks, service marks and applications thereof, trade secretsnames and packaging and all goodwill associated with the same; (vi) any and all title, rights and other intellectual property rights interest in and to any Invention; and (iivii) all rights to s▇▇ for any infringement of any of the foregoing rights and the right to all income, royalties, damages and payments with respect to any of the foregoing rights. Executive also hereby forever waives and agrees never to assert any and all “Moral Rights” (as defined below) which Rights Executive may have in, to, in or with respect to any InventionInventions, even after termination of employment on behalf of the Company. For purposes of this Agreement, “Moral Rights” shall mean means any rights right to claim authorship of an Inventiona work, any right to object to any distortion or prevent the other modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Inventiona work, and any similar right, existing under judicial or statutory the law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 1 contract
Ownership of Inventions. Executive Employee promises and agrees that he will disclose fully and reveal promptly to assign and does hereby assign to the Company Employer any and all ideasinventions, discoveries, processes, methods, designs, products and know-how, programswhich Employee may invent, improvementsdiscover, inventionsacquire or develop, discoveries and literary creations which Executive either alone or in conjunction with others may conceive or makeothers, and which during Employee's employment by Employer (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (hereinafter collectively referred to as “Inventions”"Discoveries"). Such Inventions , where said Discoveries (i) relate to, or in any way pertain to or are connected with the business of Employer, or (ii) were developed at Employer's expense or on its premises, or (iii) resulted directly or indirectly from such employment by Employer, or relate to articles or products made, sold, used or bought by Employer, or (iv) were being considered for design, development, sale, purchase or use by Employer during such employment by Employer, and Employee further promises and agrees that said Discoveries shall be the sole and exclusive property of Employer; and Employee, whenever requested to do so by Employer, and without further compensation or consideration shall properly execute any and all applications, assignments and other instruments which Employer shall deem necessary in order to (a) apply for and obtain, in the Company name of Employer, a patent, trademark or copyright for said Discoveries, and shall be deemed (b) assign and convey to be part of Employer the Company’s businesssole and exclusive right, whether or not title and interest in and to said Discoveries, and any applications for applications, patents, trademarks or copyrights are filed thereon. FurtherEmployee hereby warrants, all such Inventions shall constitute Confidential Information. Executive shall not claim to own represents and confirms that he neither holds nor has any Inventions relating interest in any patent, patent right, patent application, trademark, trademark application, license agreement or copyright related in any way to the business of Employer; and Employee further agrees that any future application for any patent, patent right, trademark or copyright for any of said Discoveries shall be made in the Companyname of Employer. Executive Employee agrees that, upon request in the event that subsequent to his employment, his assistance is needed to secure, defend, or enforce any patent, trademark or copyright, Employee will provide any such assistance and Employer will pay reasonable compensation for his time at a rate to be negotiated. Employee acknowledges that the restrictions contained in this paragraph 9 are reasonable and necessary in order to protect Employer's legitimate business interests and any violation thereof would result in irreparable injury to Employer. Employee further acknowledges and agrees that in the event of any violation hereof, Employer shall be authorized and entitled to seek, from any court of competent jurisdiction, (i) preliminary and permanent injunctive relief; (ii) an equitable accounting of all profits or benefits arising out of the Companyviolation; and (iii) damages arising from the breach. Such rights or remedies shall be cumulative and in addition to any other rights or remedies to which Employer may be entitled. The prevailing party in any such lawsuit shall further be entitled to recover his reasonable attorneys, Executive fees, court costs and expenses, Employer's failure to exercise a right hereunder in the event of a breach by Employee of any term hereof shall execute not be construed as a waiver of such breach or prevent Employer from thereafter enforcing strict compliance with any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes terms of this Employment Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 1 contract
Ownership of Inventions. The Executive acknowledges and agrees that all Company Inventions (as defined below) (including all intellectual property rights arising therein or thereto, all rights of priority relating to assign and does hereby assign to the Company any patents, and all ideasclaims for past, designspresent and future infringement, know-how, programs, improvements, inventions, discoveries and literary creations which Executive alone or with others may conceive or makemisappropriation relating thereto), and which (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s businessall Confidential Information, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions hereby are and shall be the sole and exclusive property of the Company (collectively, the “Company IP”). For consideration acknowledged and received, the Executive hereby irrevocably assigns, conveys and sets over to the Company all of the Executive’s right, title and interest in and to all Company IP. The Executive acknowledges and agrees that the compensation received by the Executive for employment or services provided to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company Inventions promptly following their conception or reduction to practice. Such disclosure shall be deemed sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to be part convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the Company’s businessnature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agrees, whether or not any applications for patents, trademarks the Executive is then an employee or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business other service provider of the Company. Executive agrees thatCompany or any of its affiliates, upon request of the Company, Executive shall execute to provide reasonable assistance with respect to the perfection, recordation or other documentation of the assignment of Company IP hereunder, and the enforcement of the Company’s rights in any Company IP, and all papers to cooperate to the extent and do all other lawful acts that may be required in the manner reasonably requested by the Company in order to make applications for Letters Patentany litigation or other claim or proceeding (including, of without limitation, the United States and prosecution or defense of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the claim involving a patent) involving any Company in such Inventions, patents and copyrights. Except as otherwise prohibited IP covered by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Companythis Agreement, without further considerationcompensation, but all reasonable out-of-pocket expenses incurred by the Executive hereby fullyin satisfying the requirements of this Section 7(f) shall be paid by the Company or its designee. The Executive shall not, foreveron or after the Commencement Date, and irrevocably assigns, transfers, and conveys to directly or indirectly challenge the validity or enforceability of the Company: (i) all patents’s ownership of, patent applications, copyrights, mask works, trade secrets, and other intellectual property or rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, with respect to, any Company IP, including, without limitation, any patent issued on, or with patent application filed in respect to of, any Company Invention. For purposes of this Agreement, “Moral RightsCompany Invention” shall mean any rights to claim authorship of an InventionInvention that is made, to object to or prevent the modification of any Inventionconceived, invented, authored, or first actually reduced to withdraw from circulation or control practice, by the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions to the Company whether developed or created (alone or jointly with others.) (i) in the course of, in connection with, or as a result of the Executive’s employment or other service with the Company or any of its affiliates (whether before, on, or after the Commencement Date, but not before the commencement of Executive’s employment with the Company or its predecessor), (ii) at the direction or request of the Company or any of its affiliates (whether before, on, or after the Commencement Date), or
Appears in 1 contract
Sources: Employment Agreement
Ownership of Inventions. (a) During the employment by the Company, Executive agrees will have access to assign and does hereby assign to the Company any and all ideastrade secrets, designsdata, know-how, programsknowledge or other confidential information originated in the Company or disclosed to the Company by others under agreements to hold the same confidential (collectively referred to as "Confidential Information"). Executive acknowledges that Confidential Information includes any information not readily available to the public, and includes not only technical information but also business information. In addition, Executive may, during the period of employment, create, make, develop or conceive inventions, discoveries, concepts, ideas, designs, works of authorship, developments, information, improvements, inventionsor trade secrets, discoveries whether patentable or not, and literary creations whether solely or jointly with others, which may or may not also constitute Confidential Information (collectively referred to as "Inventions"). Executive agrees that all works of authorship to which Executive alone contributes shall be considered "works made for hire" and shall be the sole property of the Company.
(b) Executive agrees that Executive will neither utilize any Confidential Information for Executive's own benefit or with others for the benefit of anyone except the Company, nor disclose, disseminate, lecture upon or publish articles about any Confidential Information to any one outside the Company, or to any officer or employee of the Company not also having access to Confidential Information, at any time either during or after employment by the Company.
(c) Executive agrees to disclose promptly, in writing to Executive's Supervisor, Company's Counsel and Chief Executive Officer, any Inventions that Executive may conceive or make, develop or conceive, solely or jointly, during the period of employment by the Company, or by its predecessors, successors in business, subsidiaries, parents or affiliates. All such Inventions shall be and which remain the property of the Company. Executive hereby assigns to the Company all Executive's rights, titles and interests in and to any such Inventions, whether or not such Inventions may be reduced to practice during the period of Executive's employment, and to execute all patent or copyright applications, assignments and other documents, and to take all other steps necessary, to vest in the Company the entire right, title and interest in and to those Inventions and in and to any patents or copyrights obtainable therefor in the United States and in foreign countries, all at the Company's expense, but for no consideration to Executive in addition to Executive's salary or wages. Executive agrees to keep adequate records of all Inventions and make such records available to the Company.
(ad) are made wholly If the Company chooses to prosecute applications for patents or partially copyrights for any such Inventions, the Company shall assume the entire expense of preparing, filing and prosecuting such applications, through counsel appointed by the Company; provided, however, that the Company is under no obligation to prosecute such applications. Executive agrees to cooperate with the Company and do whatever is necessary or appropriate to obtain patents, copyrights or other legal protections for Inventions. If Executive is incapacitated or refuses to so cooperate for any reason, Executive hereby authorizes the Company to act as Executive's agent and to take whatever actions, or execute whatever documents, may be needed to carry out this Agreement.
(e) All records and other material pertaining to Confidential Information, whether developed by Executive or others, shall be and remain the property of the Company. Upon termination of Executive's employment with the Company’s assets , all documents, records, notebooks and other material of any kind pertaining to or confidential containing Confidential Information then in Executive's possession, or trade secret information; under Executive's control, whether prepared by Executive or others, will be returned to the Company unconditionally.
(bf) Executive shall not be obligated to assign any Invention which relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Executive prior to Executive's employment with the Company, provided that all such Inventions are developed wholly or partially listed at the time of employment on the attached Exhibit "B." If no entry is made on Exhibit "B," then such entry shall be deemed to be "none," whether or not Exhibit "B" is signed by Executive. Except as listed on Exhibit "B," Executive will not assert any rights to any Inventions, as having been made or acquired by Executive prior to being employed by the Company’s time; .
(g) Executive shall not be obligated to assign any Invention which may be wholly conceived by Executive after Executive leaves the employ of the Company, except that Executive is so obligated if such Invention shall involve the utilization of Confidential Information of the Company, or any Invention not related to the business activities of the Company.
(ch) relate Notwithstanding anything in this Agreement to the contrary, Executive shall not be obligated to assign to the Company and of Executive's rights in an Invention that the Executive developed entirely on Executive's own time without using the Company's equipment, supplies, facilities or Confidential Information, except for those Inventions that either: (i) relate, at the time of conception or reduction to practice of Invention, to either the Company’s 's business, including or actual or demonstrably anticipated research or development of the Company; , or (dii) result from Executive’s any work performed by the Executive for the Company (collectively referred to as “Inventions”). Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s business, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business of the Company. THIS AGREEMENT DOES NOT APPLY TO ANY INVENTION WHICH QUALIFIES FULLY UNDER THE PROVISIONS OF CALIFORNIA LABOR CODE SECTION 2870 OR ANY OTHER SUBSTANTIALLY EQUIVALENT LAW IN THE STATE IN WHICH THE EXECUTIVE IS EMPLOYED. With regard to those Inventions which Executive agrees that, upon request of is not obligated to assign to the Company, Executive shall execute give the Company a right of first refusal on any and all papers such Inventions and do all other lawful acts that may be required by the Company in order right to make applications meet any firm offer of another for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the . The Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not must exercise such right is denominated or generally referred to as a “moral rightof first refusal within thirty (30) days of receipt of written notice from Executive setting forth such offer.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 1 contract
Ownership of Inventions. Executive Employee promises and agrees that he will disclose fully and reveal promptly to assign and does hereby assign to the Company Employer any and all ideasinventions, discoveries, processes, methods, designs, products and know-how, programswhich Employee may invent, improvementsdiscover, inventionsacquire or develop, discoveries and literary creations which Executive either alone or in conjunction with others may conceive or makeothers, and which during Employee's employment by Employer (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (hereinafter collectively referred to as “Inventions”"Discoveries"). Such Inventions , where said Discoveries (i) relate to, or in any way pertain to or are connected with the business of Employer, or (ii) were developed at Employer's expense or on its premises, or (iii) resulted directly or indirectly from such employment by Employer, or relate to articles or products made, sold, used or bought by Employer, or (iv) were being considered for design, development, sale, purchase or use by Employer during such employment by Employer, and Employee further promises and agrees that said Discoveries shall be the sole and exclusive property of Employer; and Employee, whenever requested to do so by Employer, and without further compensation or consideration shall properly execute any and all applications, assignments and other instruments which Employer shall deem necessary in order to (a) apply for and obtain, in the Company name of Employer, a patent, trademark or copyright for said Discoveries, and shall be deemed (b) assign and convey to be part of Employer the Company’s businesssole and exclusive right, whether or not title and interest in and to said Discoveries, and any applications for applications, patents, trademarks or copyrights are filed thereon. FurtherEmployee hereby warrants, all such Inventions shall constitute Confidential Information. Executive shall not claim to own represents and confirms that he neither holds nor has any Inventions relating interest in any patent, patent right, patent application, trademark, trademark application, license agreement or copyright related in any way to the business of Employer; and Employee further agrees that any future application for any patent, patent right, trademark or copyright for any of said Discoveries shall be made in the Companyname of Employer. Executive Employee agrees that, upon request of in the Companyevent that subsequent to his employment, Executive shall execute his assistance is needed to secure, defend, or enforce any patent, trademark or copyright, Employee will provide any such assistance and all papers Employer will pay reasonable compensation for his time at a rate to be negotiated. Employee acknowledges that the restrictions contained in this paragraph 8 are reasonable and do all other lawful acts that may be required by the Company necessary in order to make applications for Letters Patentprotect Employer's legitimate business interests and any violation thereof would result in irreparable injury to Employer. Employee further acknowledges and agrees that, in the event of any violation hereof, Employer shall be authorized and entitled to seek, from any court of competent jurisdiction, (i) preliminary and permanent injunctive relief, (ii) an equitable accounting of all profits or benefits arising out of the United States violation; and of any (iii) damages arising from the breach. Such rights or remedies shall be cumulative and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions any other rights or remedies to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights which Employer may be entitled. The prevailing party in any Invention; such lawsuit shall further be entitled to recover his reasonable attorneys' fees, court costs and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral rightexpenses.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 1 contract
Ownership of Inventions. Executive Employee promises and agrees that he will disclose fully and reveal promptly to assign and does hereby assign to the Company Employer any and all ideasinventions, discoveries, processes, methods, designs, products and know-how, programswhich Employee may invent, improvementsdiscover, inventionsacquire or develop, discoveries and literary creations which Executive either alone or in conjunction with others may conceive or makeothers, and which during Employee's employment by Employer (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (hereinafter collectively referred to as “Inventions”"Discoveries"). Such Inventions , where said Discoveries (i) relate to, or in any way pertain to or are connected with the business of Employer, or (ii) were developed at Employer's expense or on its premises, or (iii) resulted directly or indirectly from such employment by Employer, or relate to articles or products made, sold, used or bought by Employer, or (iv) were being considered for design, development, sale, purchase or use by Employer during such employment by Employer, and Employee further promises and agrees that said Discoveries shall be the sole and exclusive property of Employer; and Employee, whenever requested to do so by Employer, and without further compensation or consideration shall properly execute any and all applications, assignments and other instruments which Employer shall deem necessary in order to (a) apply for and obtain, in the Company name of Employer, a patent, trademark or copyright for said Discoveries, and shall be deemed (b) assign and convey to be part of Employer the Company’s businesssole and exclusive right, whether or not title and interest in and to said Discoveries, and any applications for applications, patents, trademarks or copyrights are filed thereon. FurtherEmployee hereby warrants, all such Inventions shall constitute Confidential Information. Executive shall not claim to own represents and confirms that he neither holds nor has any Inventions relating interest in any patent, patent right, patent application, trademark, trademark application, license agreement or copyright related in any way to the business of Employer; and Employee further agrees that any future application for any patent, patent right, trademark or copyright for any of said Discoveries shall be made in the Companyname of Employer. Executive Employee agrees that, upon request of in the Companyevent that subsequent to his employment, Executive shall execute his assistance is needed to secure, defend, or enforce any patent, trademark or copyright, Employee will provide any such assistance and all papers Employer will pay reasonable compensation for his time at a rate to be negotiated. Employee acknowledges that the restrictions contained in this paragraph 8 are reasonable and do all other lawful acts that may be required by the Company necessary in order to make applications for Letters Patentprotect Employer's legitimate business interests and any violation thereof would result in irreparable injure to Employer. Employee further acknowledges and agrees that, in the event of any violation hereof, Employer shall be authorized and entitled to seek, from any court of competent jurisdiction, (i) preliminary and permanent injunctive relief; (ii) an equitable accounting of all profits or benefits arising out of the United States violation; and of any (iii) damages arising from the breach. Such rights or remedies shall be cumulative and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions any other rights or remedies to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights which Employer may be entitled. The prevailing party in any Invention; such lawsuit shall further be entitled to recover his reasonable attorneys' fees, court costs and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral rightexpenses.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 1 contract
Ownership of Inventions. The Executive acknowledges and agrees that all Company Inventions (as defined below) (including all intellectual property rights arising therein or thereto, all rights of priority relating to assign and does hereby assign to the Company any patents, and all ideasclaims for past, designspresent and future infringement, know-how, programs, improvements, inventions, discoveries and literary creations which Executive alone or with others may conceive or makemisappropriation relating thereto), and which (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s businessall Confidential Information, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions hereby are and shall be the sole and exclusive property of the Company (collectively, the “Company IP”). For consideration acknowledged and received, the Executive hereby irrevocably assigns, conveys and sets over to the Company all of the Executive’s right, title and interest in and to all Company IP. The Executive acknowledges and agrees that the compensation received by the Executive for employment or services provided to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company Inventions promptly following their conception or reduction to practice. Such disclosure shall be deemed sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to be part convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the Company’s businessnature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agrees, whether or not any applications for patents, trademarks the Executive is then an employee or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business other service provider of the Company. Executive agrees thatCompany or any of its affiliates, upon request of the Company, Executive shall execute to provide reasonable assistance with respect to the perfection, recordation or other documentation of the assignment of Company IP hereunder, and the enforcement of the Company’s rights in any Company IP, and all papers to cooperate to the extent and do all other lawful acts that may be required in the manner reasonably requested by the Company in order to make applications for Letters Patentany litigation or other claim or proceeding (including, of without limitation, the United States and prosecution or defense of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the claim involving a patent) involving any Company in such Inventions, patents and copyrights. Except as otherwise prohibited IP covered by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Companythis Agreement, without further considerationcompensation, but all reasonable out- of-pocket expenses incurred by the Executive hereby fullyin satisfying the requirements of this Section 7(f) shall be paid by the Company or its designee. The Executive shall not, foreveron or after the Commencement Date, and irrevocably assigns, transfers, and conveys to directly or indirectly challenge the validity or enforceability of the Company: (i) all patents’s ownership of, patent applications, copyrights, mask works, trade secrets, and other intellectual property or rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, with respect to, any Company IP, including, without limitation, any patent issued on, or with patent application filed in respect to of, any Company Invention. For purposes of this Agreement, “Moral RightsCompany Invention” shall mean any rights to claim authorship of an InventionInvention that is made, to object to or prevent the modification of any Inventionconceived, invented, authored, or first actually reduced to withdraw from circulation or control practice, by the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions to the Company whether developed or created (alone or jointly with others) (i) in the course of, in connection with, or as a result of the Executive’s employment or other service with the Company or any of its affiliates (whether before, on, or after the Commencement Date, but not before the commencement of Executive’s employment with the Company or its predecessor), (ii) at the direction or request of the Company or any of its affiliates (whether before, on, or after the Commencement Date), or (iii) through the use of, or that is related to, facilities, equipment, Confidential Information, other Company Inventions, intellectual property or other resources of the Company or any of its affiliates, whether or not during the Executive’s work hours (and whether before, on, or after the Commencement Date, but not before the commencement of Executive’s employment with the Company or its predecessor). For purposes of this Agreement, “Invention” shall mean any invention, formula, therapy, diagnostic technique, discovery, improvement, idea, technique, design, method, art, process, methodology, algorithm, machine, development, product, service, technology, strategy, software, work of authorship or other Works (as defined below), trade secret, innovation, trademark, data, database, or the like, whether or not patentable, together with all intellectual property rights therein.
Appears in 1 contract
Sources: Employment Agreement
Ownership of Inventions. Executive agrees All Related Inventions and Improvements shall be the sole property of Buyer and its successors and assigns; and Buyer and its successors and assigns shall be the sole owner of all patents, copyrights and other rights in connection therewith. Seller (including Seller’s Agents), hereby assigns to assign and does hereby assign to the Company Buyer any and all ideas, designs, know-how, programs, improvements, inventions, discoveries rights either of them may have or acquire in all Related Inventions and literary creations which Executive alone or with others may conceive or makeImprovements, and which agree to cause their respective officers, directors, affiliates, consultants, agents and employees to assign all Related Inventions and Improvements made by them in the course of their employment with, or their rendering of services to, Seller, Seller’s Agents or their affiliates. Seller further agrees, and agree to cause their respective officers, directors, affiliates, consultants, agents and employees to assist Buyer in a reasonable manner (abut at Buyer’s expense) are made wholly to obtain, amend, protect and enforce any patents or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s business, including actual or demonstrably anticipated research or development copyrights of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s business, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business of the Company. Executive agrees that, upon request of the Company, Executive shall execute in any and all papers and do all other lawful acts countries that may be required selected by Buyer, in its sole discretion, and to that end each of them will, and will cause their respective officers, directors, affiliates, consultants, agents and employees to, execute all documents for use in applying for and obtaining such patents thereon and enforcing the Company same, as Buyer may desire, together with any assignments thereof to Buyer or persons designated by it. Seller’s obligation to assist Buyer in order to make applications obtaining and enforcing patents for Letters Patent, of the United States Related Inventions and of Improvements in any and all other countriescountries shall continue beyond the termination of his engagement or his work on matters related to Buyer’s operations. However, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property Buyer shall have no rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, Related Inventions conceived by Seller or with respect Seller’s Agents subsequent to any Invention. For purposes notice pursuant to 2.1.2(b) or other termination of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 1 contract
Sources: Technology Purchase and Royalty Agreement (Vuzix Corp)
Ownership of Inventions. (a) Executive hereby agrees to assign and does hereby assign to the Company that any and all ideas, designs, know-how, programs, improvements, inventions, discoveries and literary creations which Executive alone or with others may conceive or make, and which inventions (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s business, whether or not any applications an application for patents, trademarks or copyrights are protection has been filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business of the Company. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870under patent laws), and except for Inventions made prior to commencement works of Executive’s employment with the Companyauthorship, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights information fixed in any Invention; and tangible medium of expression (ii) whether or not protected under copyright laws), Moral Rights defined as any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights right to claim authorship of an Inventiona work, any right to object to any distortion or prevent the other modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Inventiona work, and any similar right, existing under judicial or statutory the law of any country in the worldcountry, or under any treaty, regardless of mask works, trademarks, trade names, trade dress, trade secrets, publicity rights, know-how, ideas (whether or not such right is denominated protected under trade secret laws), and all other subject matter protected under patent, copyright, Moral Right, mask work, trademark, trade secret, or generally referred to as a “moral right.” Executive will promptly disclose any Inventions to the Company whether developed other laws, that have been or created alone are developed, generated or produced by Executive, solely or jointly with others, at any time during the Employment Term, shall be the exclusive property of the Company, subject to the obligations of this Article 5 with respect to Confidential Information, and Executive hereby forever waives and agrees never to assert against the Company, its successors or licensees any and all ownership, interest, Moral Rights or similar rights with respect thereto. Executive hereby assigns to the Company all right, title and interest to the foregoing inventions, concepts, ideas and materials. Executive shall keep and maintain adequate and current written records of all inventions, concepts, ideas and materials made by Executive (jointly or with others) during the term of Executive’s association or employment with the Company. Such records shall remain the property of the Company at all times. Executive shall promptly and fully disclose to the Company the nature and particulars of any Inventions or research project undertaken on the Company’s behalf.
(b) Unless the parties otherwise agree in writing, Executive is under no obligation to incorporate any Prior Inventions in any of the Company’s products or processes or other Company Invention (as defined below). If, in the course of Executive’s performance Executive chooses to incorporate into any such Company product or process or other Company Invention any Prior Invention owned by Executive or in which Executive otherwise has an interest, Executive grants the Company a non-exclusive, royalty free, irrevocable, perpetual, world-wide license to copy, reproduce, make and have made, modify and create derivative works of, use, sell and license such Prior Inventions and derivative works as part of or in connection with any such Company product or process or other Company Invention.
(c) During or subsequent to the Employment Term, Executive shall execute all reasonable papers, and otherwise provide reasonable assistance, at the Company’s request and expense, to enable the Company or its nominees to obtain and enforce all proprietary rights with respect to the Company Inventions in any and all countries. To that end, Executive will execute, verify and deliver such documents and perform such other reasonable acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, defending, evidencing and enforcing any such proprietary rights, and the assignment of any or all of such proprietary rights. In addition, Executive will execute, verify and deliver assignments of such rights to the Company or its designee. Executive’s obligation to assist the Company with respect to such rights shall continue beyond the termination of Executive’s association with the Company.
(d) If, after reasonable effort, the Company cannot secure Executive’s signature on any document reasonably necessary in connection with the actions specified in the preceding paragraph, Executive 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 to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by Executive. The power of attorney set forth in this Section 5.4(d) is coupled with an interest, is irrevocable, and shall survive Executive’s death, incompetence or incapacity and the termination of the Employment Term. Executive waives and quitclaims to the Company all claims of any nature whatsoever which Executive now has or may in the future obtain for infringement of any Proprietary Rights assigned under this Agreement or otherwise to the Company.
(e) Executive acknowledges that all original works of authorship which are made by Executive (solely or jointly with others) during the course of the association with or performance of services for the Company and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act and any successor statutes. Inventions assigned to the Company or as directed by the Company under this Agreement or otherwise are referred to as “Company Inventions.”
(f) Upon termination of Executive’s employment or engagement by the Company for any reason, or upon receipt of written request from the Company, Executive shall promptly deliver to the Company all tangible and intangible property (including without limitation computers, computing devices, cell phones, memory devices and any other tangible item), drawings, notes, memoranda, specifications, devices, notebooks, formulas and documents, together with all copies of any of the foregoing, and any other material containing, summarizing, referencing, or incorporating in any way or otherwise disclosing any Company Inventions, Third Party Information or Confidential Information of the Company or any of its affiliates.
(g) The assignment of inventions described in this Section 5.4 does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on Executive’s own time, unless (i) the invention relates (A) to the business of the Company, or (B) to the Company’s actual or demonstrably anticipated research or development, or (ii) the invention results from any work performed by Executive for the Company.
Appears in 1 contract
Sources: Put Right and Repurchase Option Agreement (Keypath Education International, Inc.)
Ownership of Inventions. Executive agrees to assign and does hereby assign to the Company any and You agree that all ideascopyrightable material, designsnotes, know-howrecords, programsinventions, improvements, inventionsdevelopments, discoveries and literary creations which Executive alone or with others may conceive or make, and which (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s businesssecrets, whether or not patentable, conceived, made or discovered by you in while rendering services for the Company, solely or in collaboration with others, while employed by the Company (collectively, “Inventions”) shall be the sole property of Company. In addition, to the extent allowed by law, any applications Inventions which constitute copyrightable subject matter shall be considered “works made for patents, trademarks hire” as that term is defined in the United States Copyright Act. You further agree to assign (or copyrights are filed thereon. Further, cause to be assigned) and do irrevocably hereby assign fully to Company all such Inventions shall constitute Confidential Information. Executive shall not claim to own and any Inventions relating to the business of the Company. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applicationscopyrights, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the other intellectual property rights of the Company in such Inventions, patents and copyrightsrelating thereto. Except as otherwise prohibited by law (including but not limited Pursuant to California Labor Code section 2870)Section 2872, this covenant shall not apply to an invention that qualifies fully under the provisions of Section 2870 of the California Labor Code, as explained in the Invention Assignment Notice attached hereto as Exhibit B. You acknowledge that all unpatented inventions, discoveries, improvements, works of authorship or works made for hire, which were owned and controlled by you on the date of entering employment with Company have been listed by you on Exhibit A which is attached to this Agreement. Upon the termination of your employment, or upon the earlier request of Company, you will immediately deliver to Company all property of Company relating to, and except for all tangible embodiments of, Inventions made prior in your possession or control. You agree to commencement of Executive’s employment with the assist Company, in addition to or its designee, at the above assignment expense of Inventions to the Company, without further consideration, Executive hereby fully, forever, to obtain and irrevocably assigns, transfers, from time to time enforce and conveys to defend the Company: (i) all patents, patent applications, rights of Company in the Inventions and any copyrights, mask works, trade secrets, and patents or other intellectual property rights relating thereto in any Invention; and (ii) any and all countries, and to execute all documents reasonably necessary for Company to do so. You further agree that, if in the course of performing your services for the Company, you incorporate into any Inventions developed hereunder any invention, improvement, development, concept, discovery or other proprietary information owned by him or in which you have an interest (“Moral Rights” (Item”), Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, reproduce, display, use and sell such Item as defined below) which Executive may have inpart of or in connection with such Inventions. You further agree that if Company, toafter reasonable effort, is unable because of your unavailability, mental or physical incapacity, or with respect to for any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Inventionother similar reason, to object secure your signature to or prevent the modification of any Invention, apply for or to withdraw from circulation pursue any application for any United States or control foreign patents or copyright registrations covering the publication or distribution Inventions assigned to Company above, then you hereby irrevocably designate and appoint Company and its duly authorized officers and agents as your agent and attorney-in-fact, to act for and on your behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of any Invention, patents and any similar right, existing under judicial or statutory law of any country in copyright registrations thereon with the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to same legal force and effect as a “moral rightif executed by you.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 1 contract
Sources: Employment Agreement (Newegg Inc)
Ownership of Inventions. Executive agrees to assign and does hereby assign to the Company any and all All ideas, designsdata, deliverables, reports, work products, innovations, improvements, know-how, programs, improvements, inventions, discoveries designs, developments, techniques, methods and literary creations which Executive alone or with others may conceive or make, and which (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s business, including actual or demonstrably anticipated research or development other results of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s business, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business of the Company. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, Sponsor and/or the SPAC (in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, foreverdraft and final forms), and irrevocably assignsall related documentation (such as, transfersbut not limited to, notes, records, documents, drawings, and conveys designs), which the Executive makes, conceives, reduces to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, topractice, or with respect to any Invention. For purposes of this Agreementdevelops in whole or in part, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions to the Company whether developed or created either alone or jointly with others, in connection with his services to the Sponsor and/or the SPAC or which relate to any Confidential information (collectively, the “Inventions”) will be the sole and exclusive property of the Sponsor and/or the SPAC, and will be considered “works made for hire” pursuant to the United States Copyright Act (17 U.S.C. Section 101). The Executive hereby assigns to the Sponsor and/or the SPAC or their respective designees all of the Executive’s right, title and interest in and to all of the foregoing without compensation. To the extent the Executive has any “moral rights” in the Inventions which are not assignable by law, the Executive hereby waives any such moral rights relating to the Inventions, including any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use or subsequent modifications. The Executive further represents that, to the best of the Executive’s knowledge and belief, none of the Inventions that the Executive creates will violate or infringe upon any right, patent, copyright, trademark or right of privacy, or constitute libel or slander against or violate any other rights of any person, firm or corporation, and that the Executive will use the Executive’s commercially reasonable efforts to prevent any such violation.
Appears in 1 contract
Sources: Executive Employment Agreement (Sagaliam Acquisition Corp)
Ownership of Inventions. The Executive acknowledges and agrees that all Company Inventions (as defined below) (including all intellectual property rights arising therein or thereto, all rights of priority relating to assign and does hereby assign to the Company any patents, and all ideasclaims for past, designspresent and future infringement, know-how, programs, improvements, inventions, discoveries and literary creations which Executive alone or with others may conceive or makemisappropriation relating thereto), and which (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s businessall Confidential Information, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions hereby are and shall be the sole and exclusive property of the Company (collectively, the “Company IP”). For consideration acknowledged and received, the Executive hereby irrevocably assigns, conveys and sets over to the Company all of the Executive’s right, title and interest in and to all Company IP. The Executive acknowledges and agrees that the compensation received by the Executive for employment or services provided to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company Inventions promptly following their conception or reduction to practice. Such disclosure shall be deemed sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to be part convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the Company’s businessnature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agrees, whether or not any applications for patents, trademarks the Executive is then an employee or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business other service provider of the Company. Executive agrees thatCompany or any of its affiliates, upon request of the Company, Executive shall execute to provide reasonable assistance with respect to the perfection, recordation or other documentation of the assignment of Company IP hereunder, and the enforcement of the Company’s rights in any Company IP, and all papers to cooperate to the extent and do all other lawful acts that may be required in the manner reasonably requested by the Company in order to make applications for Letters Patentany litigation or other claim or proceeding (including, of without limitation, the United States and prosecution or defense of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the claim involving a patent) involving any Company in such Inventions, patents and copyrights. Except as otherwise prohibited IP covered by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Companythis Agreement, without further considerationcompensation, but all reasonable out-of- pocket expenses incurred by the Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to in satisfying the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes requirements of this Agreement, “Moral Rights” Section 7(f) shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions to be paid by the Company whether developed or created alone its designee. The Executive shall not, on or jointly with others.after
Appears in 1 contract
Sources: Non Plan Restricted Stock Unit Agreement (Ascend Wellness Holdings, Inc.)
Ownership of Inventions. Executive agrees to assign and does hereby assign to the Company any and all ideas, designs, know-how, programs, improvements, inventions, discoveries and literary creations (collectively referred to as "Inventions") which Executive alone or with others may conceive or make, and which (a) are made wholly or partially with the Company’s 's assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s 's time; or (c) relate at the time of conception or reduction to practice to the Company’s 's business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s 's work for the Company (collectively referred to as “Inventions”)Company. Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s 's business, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business of the Company. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s 's employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any and all “"Moral Rights” " (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.EXHIBIT 10.06
Appears in 1 contract
Sources: Senior Executive Employment Agreement (Pacificare Health Systems Inc /De/)
Ownership of Inventions. Executive agrees to assign and does hereby assign to the Company any and all ideas, designs, know-how, programs, improvements, inventions, discoveries and literary creations (collectively referred to as "Inventions") which Executive alone or with others may conceive or make, and which (a) are made wholly or partially with the Company’s 's assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s 's time; or (c) relate at the time of conception or reduction to practice to the Company’s 's business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s 's work for the Company (collectively referred to as “Inventions”)Company. Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s 's business, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business of the Company. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except execept for Inventions made prior to commencement of Executive’s 's employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any and all “"Moral Rights” " (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “"Moral Rights” " shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “"moral right.” " Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 1 contract
Sources: Senior Executive Employment Agreement (Pacificare Health Systems Inc /De/)
Ownership of Inventions. Executive agrees to assign The Manager will notify and does hereby assign disclose in writing to the Company, or any persons designated by the Company from time to time, all information, improvements, inventions, formulae, processes, techniques, know-how and data, whether or not patentable or registerable under copyright or any and similar laws, made or conceived or reduced to practice or learned by the Manager, either alone or jointly with others, during the Manager’s employment with the Company (including after hours, on weekends or during vacation time) (all ideassuch information, designsimprovements, inventions, formulae, processes, techniques, know-how, programsand data are hereinafter referred to as the “Invention(s)”) immediately upon discovery, receipt or invention as applicable. The term Invention shall not include information, improvements, inventions, discoveries formulae, processes, techniques, know-how and literary creations which Executive alone data, or discovery made or conceived or reduced to practice or learned by the Manager, during the Manager’s employment with others may conceive or make, and the Company which (a) are made wholly or partially with does not use the Company’s assets Equipment, supplies, facilities, trade secret, or confidential or trade secret information; Company’s Major Assets or (b) are was developed wholly or partially entirely on Manager’s own time without the use of Company’s timeEquipment, supplies, facilities, or trade secrets; or (c) does not relate at to the time business of conception the Company or reduction to practice to the Company’s business, including actual or demonstrably anticipated contemplated research or development of the Companydevelopment; or (d) does not result from Executive’s or related to work the Manager performs, or has performed, for the Company (collectively referred to as “Manager’s Inventions”). Such Manager’s Inventions are and shall be the sole property of the Manager and the Company shall have no right thereto.
3.1 The Manager agrees that all the Inventions are, upon creation, considered Inventions of the Company, shall be the sole property of the Company and its assignees, and the Company and its assignees shall be deemed to be part the sole owner of the Company’s business, whether or not any applications for all patents, trademarks copyrights, trade secret and all other rights of any kind or copyrights are filed thereonnature, including moral rights, in connection with such Inventions. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating The Manager hereby irrevocably and unconditionally assigns to the business of Company all the Company. Executive agrees that, upon request of the Company, Executive shall execute following with respect to any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrightsand patent rights, mask works, trade secrets, including any and other intellectual property rights in any Inventionall continuations or extensions thereof; and (ii) any rights associated with works of authorship, including copyrights and all “copyright applications, Moral Rights” Rights (as defined below) which Executive and mask work rights; (iii) rights relating to the protection of trade secrets and confidential information; (iv) design rights and industrial property rights; (v) any other proprietary rights relating to intangible property including trademarks, service marks and applications thereto for, trade names and packaging and all goodwill associated with the same; and (vi) all rights to s▇▇ for any infringement of any of the foregoing rights and the right to all income, royalties, damages and payments with respect to any of the foregoing rights. Manager also hereby forever waives and agrees never to assert any and all Moral Rights Manager may have in, to, in or with respect to any InventionInventions, even after termination of employment on behalf of the Company. For purposes of this Agreement, “Moral Rights” shall mean means any rights right to claim authorship of an Inventiona work, any right to object to any distortion or prevent the other modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Inventiona work, and any similar right, existing under judicial or statutory the law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 1 contract
Ownership of Inventions. (a) During the employment by the Company, Executive agrees will have access to assign and does hereby assign to the Company any and all ideastrade secrets, designsdata, know-how, programsknowledge or other confidential information originated in the Company or disclosed to the Company by others under agreements to hold the same confidential (collectively referred to as "Confidential Information"). Executive acknowledges that Confidential Information includes any information not readily available to the public, and includes not only technical information but also business information. In addition, Executive may, during the period of employment, create, make, develop or conceive inventions, discoveries, concepts, ideas, designs, works of authorship, developments, information, improvements, inventionsor trade secrets, discoveries whether patentable or not, and literary creations whether solely or jointly with others, which may or may not also constitute Confidential Information (collectively referred to as "Inventions"). Executive agrees that all works of authorship to which Executive alone contributes shall be considered "works made for hire" and shall be the sole property of the Company.
(b) Executive agrees that Executive will neither utilize any Confidential Information for Executive's own benefit or with others for the benefit of anyone except the Company, nor disclose, disseminate, lecture upon or publish articles about any Confidential Information to any one outside the Company, or to any officer or employee of the Company not also having access to Confidential Information, at any time either during or after employment by the Company.
(c) Executive agrees to disclose promptly, in writing to Executive's Supervisor, Company's Counsel and Chief Scientific Officer, any Inventions that Executive may conceive or make, develop or conceive, solely or jointly, during the period of employment by the Company, or by its predecessors, successors in business, subsidiaries, parents or affiliates. All such Inventions shall be and which remain the property of the Company. Executive hereby assigns to the Company all Executive's rights, titles and interests in and to any such Inventions, whether or not such Inventions may be reduced to practice during the period of Executive's employment, and to execute all patent or copyright applications, assignments and other documents, and to take all other steps necessary, to vest in the Company the entire right, title and interest in and to those Inventions and in and to any patents or copyrights obtainable therefor in the United States and in foreign countries, all at the Company's expense, but for no consideration to Executive in addition to Executive's salary or wages. Executive agrees to keep adequate records of all Inventions and make such records available to the Company.
(ad) are made wholly If the Company chooses to prosecute applications for patents or partially copyrights for any such Inventions, the Company shall assume the entire expense of preparing, filing and prosecuting such applications, through counsel appointed by the Company; provided, however, that the Company is under no obligation to prosecute such applications. Executive agrees to cooperate with the Company and do whatever is necessary or appropriate to obtain patents, copyrights or other legal protections for Inventions. If Executive is incapacitated or refuses to so cooperate for any reason, Executive hereby authorizes the Company to act as Executive's agent and to take whatever actions, or execute whatever documents, may be needed to carry out this Agreement.
(e) All records and other material pertaining to Confidential Information, whether developed by Executive or others, shall be and remain the property of the Company. Upon termination of Executive's employment with the Company’s assets , all documents, records, notebooks and other material of any kind pertaining to or confidential containing Confidential Information then in Executive's possession, or trade secret information; under Executive's control, whether prepared by Executive or others, will be returned to the Company unconditionally.
(bf) Executive shall not be obligated to assign any Invention which relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Executive prior to Executive's employment with the Company, provided that all such Inventions are developed wholly or partially listed at the time of employment on the attached Exhibit "B." If no entry is made on Exhibit "B," then such entry shall be deemed to be "none," whether or not Exhibit "B" is signed by Executive. Except as listed on Exhibit "B," Executive will not assert any rights to any Inventions, as having been made or acquired by Executive prior to being employed by the Company’s time; .
(g) Executive shall not be obligated to assign any Invention which may be wholly conceived by Executive after Executive leaves the employ of the Company, except that Executive is so obligated if such Invention shall involve the utilization of Confidential Information of the Company.
(h) Notwithstanding anything in this Agreement to the contrary, Executive shall not be obligated to assign to the Company and of Executive's rights in an Invention that the Executive developed entirely on Executive's own time without using the Company's equipment, supplies, facilities or Confidential Information, except for those Inventions that either: (ci) relate relate, at the time of conception or reduction to practice of Invention, to either the Company’s 's business, including or actual or demonstrably anticipated research or development of the Company; , or (dii) result from Executive’s any work performed by the Executive for the Company (collectively referred to as “Inventions”). Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s business, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business of the Company. THIS AGREEMENT DOES NOT APPLY TO ANY INVENTION WHICH QUALIFIES FULLY UNDER THE PROVISIONS OF CALIFORNIA LABOR CODE SECTION 2870 OR ANY OTHER SUBSTANTIALLY EQUIVALENT LAW IN THE STATE IN WHICH THE EXECUTIVE IS EMPLOYED. With regard to those Inventions which Executive agrees that, upon request of is not obligated to assign to the Company, Executive shall execute give the Company a right of first refusal on any and all papers such Inventions and do all other lawful acts that may be required by the Company in order right to make applications meet any firm offer of another for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the . The Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not must exercise such right is denominated or generally referred to as a “moral rightof first refusal within thirty (30) days of receipt of written notice from Executive setting forth such offer.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 1 contract
Ownership of Inventions. (a) The Executive agrees to assign and does hereby assign shall promptly disclose to the Company all discoveries, inventions, and improvements, patentable or unpatentable, conceived or made by the Executive, individually or jointly with any other person or persons, during the period of his employment by the Company (whether or not during working hours) relating in any manner to the business or activities of the Company, whether such discovery, invention or improvement be a machine, apparatus, process, composition, article, or other subject. All such discoveries, inventions and improvements shall be the sole and exclusive property of the Company in respect to any and all ideascountries, designstheir territories and possessions. The Executive shall, know-howduring his employment within the Company and thereafter, programsperform at the request and expense of the Company all lawful acts and execute, acknowledge and deliver all such instruments deemed necessary by the Company to vest in the Company the entire right, title and interest in and to such discoveries, inventions and improvements, inventionsand to enable the Company to properly prepare, discoveries file and literary creations which Executive alone or with others may conceive or makeprosecute applications for and obtain patents (including like kinds of industrial property) thereon in any and all countries selected by the Company as well as reissues, renewals and extensions thereof, and to obtain and record title to such applications and patents so that the Company shall be the sole and absolute owner thereof in any and all countries in which it may desire patent or like protection.
(b) Any provision in this Agreement requiring the Executive to assign his rights in any invention does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on the Executive’s own time, and: (a) are made wholly or partially with which does not relate (i) to the Company’s assets or confidential or trade secret information; Business of the Company or (bii) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s business, including actual or demonstrably anticipated research or development of development, or (b) which does not result from any work performed by the Executive for the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s business, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business of the Company. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 1 contract
Ownership of Inventions. (a) During the employment by the Company, Executive agrees will have access to assign and does hereby assign to the Company any and all ideastrade secrets, designsdata, know-how, programsknowledge or other confidential information originated in the Company or disclosed to the Company by others under agreements to hold the same confidential (collectively referred to as "Confidential Information"). Executive acknowledges that Confidential Information includes any information not readily available to the public, and includes not only technical information but also business information. In addition, Executive may, during the period of employment, create, make, develop or conceive inventions, discoveries, concepts, ideas, designs, works of authorship, developments, information, improvements, inventionsor trade secrets, discoveries whether patentable or not, and literary creations whether solely or jointly with others, which may or may not also constitute Confidential Information (collectively referred to as "Inventions"). Executive agrees that all works of authorship to which Executive alone contributes shall be considered "works made for hire" and shall be the sole property of the Company.
(b) Executive agrees that Executive will neither utilize any Confidential Information for Executive's own benefit or with others for the benefit of anyone except the Company, nor disclose, disseminate, lecture upon or publish articles about any Confidential Information to any one outside the Company, or to any officer or employee of the Company not also having access to Confidential Information, at any time either during or after employment by the Company.
(c) Executive agrees to disclose promptly, in writing to Executive's Supervisor, Company's Counsel and Chief Executive Officer, any Inventions that Executive may conceive or make, develop or conceive, solely or jointly, during the period of employment by the Company, or by its predecessors, successors in business, subsidiaries, parents or affiliates. All such Inventions shall be and which remain the property of the Company. Executive hereby assigns to the Company all Executive's rights, titles and interests in and to any such Inventions, whether or not such Inventions may be reduced to practice during the period of Executive's employment, and to execute all patent or copyright applications, assignments and other documents, and to take all other steps necessary, to vest in the Company the entire right, title and interest in and to those Inventions and in and to any patents or copyrights obtainable therefor in the United States and in foreign countries, all at the Company's expense, but for no consideration to Executive in addition to Executive's salary or wages. Executive agrees to keep adequate records of all Inventions and make such records available to the Company.
(ad) are made wholly If the Company chooses to prosecute applications for patents or partially copyrights for any such Inventions, the Company shall assume the entire expense of preparing, filing and prosecuting such applications, through counsel appointed by the Company; provided, however, that the Company is under no obligation to prosecute such applications. Executive agrees to cooperate with the Company and do whatever is necessary or appropriate to obtain patents, copyrights or other legal protections for Inventions. If Executive is incapacitated or refuses to so cooperate for any reason, Executive hereby authorizes the Company to act as Executive's agent and to take whatever actions, or execute whatever documents, may be needed to carry out this Agreement.
(e) All records and other material pertaining to Confidential Information, whether developed by Executive or others, shall be and remain the property of the Company. Upon termination of Executive's employment with the Company’s assets , all documents, records, notebooks and other material of any kind pertaining to or confidential containing Confidential Information then in Executive's possession, or trade secret information; under Executive's control, whether prepared by Executive or others, will be returned to the Company unconditionally.
(bf) Executive shall not be obligated to assign any Invention which relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Executive prior to Executive's employment with the Company, provided that all such Inventions are developed wholly or partially listed at the time of employment on the attached Exhibit "B." If no entry is made on Exhibit "B," then such entry shall be deemed to be "none," whether or not Exhibit "B" is signed by Executive. Except as listed on Exhibit "B," Executive will not assert any rights to any Inventions, as having been made or acquired by Executive prior to being employed by the Company’s time; .
(g) Executive shall not be obligated to assign any Invention which may be wholly conceived by Executive after Executive leaves the employ of the Company, except that Executive is so obligated if such Invention shall involve the utilization of Confidential Information of the Company.
(h) Notwithstanding anything in this Agreement to the contrary, Executive shall not be obligated to assign to the Company and of Executive's rights in an Invention that the Executive developed entirely on Executive's own time without using the Company's equipment, supplies, facilities or Confidential Information, except for those Inventions that either: (ci) relate relate, at the time of conception or reduction to practice of Invention, to either the Company’s 's business, including or actual or demonstrably anticipated research or development of the Company; , or (dii) result from Executive’s any work performed by the Executive for the Company (collectively referred to as “Inventions”). Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s business, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business of the Company. THIS AGREEMENT DOES NOT APPLY TO ANY INVENTION WHICH QUALIFIES FULLY UNDER THE PROVISIONS OF CALIFORNIA LABOR CODE SECTION 2870 OR ANY OTHER SUBSTANTIALLY EQUIVALENT LAW IN THE STATE IN WHICH THE EXECUTIVE IS EMPLOYED. With regard to those Inventions which Executive agrees that, upon request of is not obligated to assign to the Company, Executive shall execute give the Company a right of first refusal on any and all papers such Inventions and do all other lawful acts that may be required by the Company in order right to make applications meet any firm offer of another for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the . The Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not must exercise such right is denominated or generally referred to as a “moral rightof first refusal within thirty (30) days of receipt of written notice from Executive setting forth such offer.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 1 contract
Ownership of Inventions. Executive agrees to assign and does hereby assign to the Company any and all ideas, designs, know-how, programs, improvements, inventions, discoveries and literary creations which Executive alone or with others may conceive or make, and which (a) are made wholly or partially with the Disclosure to Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction , Employee agrees to practice disclose promptly, in writing, to the Company’s businessBoard of Directors any patentable or unpatentable, including actual copyrightable or demonstrably anticipated research uncopyrightable, idea, invention, work of authorship (including, but not limited to computer programs, software and documentation), formula, device, improvement, method, process or development discovery (each, an “Invention”) which relates to the Company’s Business that Employee conceives, makes, develops, or works on, in whole or in part, solely or jointly with others during the term of Employee’s employment regardless of whether (i) such invention was conceived, made, developed or worked on during Employee’s regular hours of employment or his time away from work; (ii) the Invention was made at the suggestion of the Company; or (diii) result from Executive’s work the Invention was reduced to drawing, written description, documentation, models or other tangible form.
(b) Made For Hire Status of the Inventions. It is expressly agreed that the Inventions created by Employee hereunder shall be considered specially ordered or commissioned “works made for hire”, as such term is defined under the United States Copyright Act of 1976, as amended (the “Act”), and that such works and the copyright interests therein and thereto shall belong solely and exclusively to the Company (collectively referred to as “Inventions”). Such Inventions are and shall be considered the property of the Company and shall be deemed to be part for purposes of this Employment Contract. To the Company’s businessextent that such works do not constitute “works made for hire” under the Act, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business of the Company. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the CompanyEmployee, in addition to consideration of $1.00 and other good and valuable consideration, the above assignment receipt and adequacy of Inventions which hereby are acknowledged, hereby irrevocably assigns to the Company, its successors and assigns, without royalty or any other further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patentsrights, patent applicationstitle and interests in and to the copyrights of the Inventions and all renewals and extensions of the copyrights that may be secured under existing or future laws, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any all other rights, title and all “Moral Rights” (as defined below) which Executive interests he may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the worldInventions. Accordingly, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions to the Company whether developed will have the right to register, in the office of the Registrar of Copyrights of the United States, the Inventions in the Company’s name as the owner and author of such Inventions. Employee shall, upon request by the Company and at the Company’s expense, promptly execute, acknowledge or created alone deliver any documents or jointly with othersinstruments deemed reasonably necessary by the Company to document, enforce, protect or otherwise perfect the Company’s copyright and other interests in the Inventions.
Appears in 1 contract
Sources: Employment Contract (TRX Inc/Ga)
Ownership of Inventions. Executive agrees shall disclose promptly, to assign and does hereby assign to such person(s) as may be designated by the Company for this purpose from time-to-time, any and all ideas, designs, know-how, programsinformation relating to all Inventions (as hereinafter defined) which Executive makes or conceives or first reduces to practice during his/her employment hereunder. The term “Inventions” for purposes of this Agreement shall mean all inventions, improvements, inventionsworks of authorship, discoveries and literary creations which Executive alone or with others may conceive or makeformulas, processes, methods, computer programs, databases, and which trade secrets (awhether patentable or not) are made wholly or partially conceived or first reduced to practice by Executive solely, or jointly with others, (i) in the performance of his/her duties, (ii) with the Company’s assets use of time, material or confidential or trade secret information; or (b) are developed wholly or partially on facilities of the Company’s time; or , (ciii) which relate at the time of conception or reduction to practice to the Company’s business, including any actual or demonstrably anticipated research product, method, apparatus, substance or development article of manufacture within the Company; ’s field of activity or its research and development efforts, or (div) result which results from Executive’s or is suggested by work performed for the Company (collectively referred to as “Inventions”)Company. Such Executive acknowledges that all Inventions are and shall be the exclusive property of the Company and shall be deemed to be part of the Company’s businessand, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business of extent that the Company. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights Invention does not vest in the CompanyCompany as a matter of law, or that may be required he/she hereby assigns and shall continue to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions assign to the Company, without further considerationcompensation, his/her entire right, title and interest in and to all such Inventions and shall execute all documents which the Company may deem necessary with respect thereto. Executive hereby fullyshall make, foreverat the sole discretion and expense of the Company, such applications for United States and foreign patents covering any Inventions as the Company may request. Executive shall execute, acknowledge and deliver all papers, including applications, renewals, assignments, and irrevocably assigns, transfersapplications for re-issue, and conveys do all other rightful acts which the Company may consider necessary, to secure the Company’s full rights to the Inventions to secure patents or other registrations thereon, and to enforce the Company’s rights therein. The foregoing obligations shall survive the termination of employment with the Company; provided, however, that the Company will compensate Executive at a reasonable rate after such termination for time or expenses actually spent at the Company’s request on such matters. Executive represents, warrants and covenants that: (i) all patentshe/she does not have applications for patents pending, patent applicationseither domestic or foreign, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any there is no invention now in his/her possession which he/she will claim to be excluded herefrom, (iii) his/her performance of the foregoing disclosure and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Inventionassignment provisions, and his/her performance of his/her duties as an employee of the Company will not breach any similar rightinvention assignment or proprietary information agreement with any former employer or other party, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or and (iv) he/she will not such right is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions bring to the Company whether developed or created alone use in the performance of his/her duties with the Company any documents or jointly with othersmaterials of a former employer or third party that are not generally available to the public or have not been legally transferred to the Company.
Appears in 1 contract
Sources: Confidentiality, Non Compete, Severance, and Change in Control Agreement (Dresser-Rand Group Inc.)
Ownership of Inventions. Executive agrees to assign and does hereby assign to the Company any and all ideas, designs, know-how, programs, improvements, inventions, discoveries and literary creations which Executive alone or with others may conceive or make, and which (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s business, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business of the Company. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.;
Appears in 1 contract
Sources: Senior Executive Employment Agreement (Pacificare Health Systems Inc /De/)
Ownership of Inventions. (a) All Inventions shall be the sole property of the Company, and the Executive agrees to assign perform the provisions of this Section 10 with respect thereto without the payment by the Company of any royalty or any consideration therefor, other than Annual Salary and does hereby assign other compensation required to be paid to the Company any and all ideas, designs, know-how, programs, improvements, inventions, discoveries and literary creations which Executive alone or with others may conceive or make, and which (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or under this Agreement.
(b) are developed wholly The Executive shall maintain written notebooks in which he shall set forth, on a current basis, information as to all Inventions, describing in detail the procedures employed and the results achieved as well as information as to any studies or partially research projects undertaken on the Company’s time; or (c) relate behalf. The written notebooks shall at the time of conception or reduction to practice to the Company’s business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions are and shall all times be the property of the Company and shall be deemed surrendered to be part the Company upon termination of his engagement or, upon the request of the Company, at any time prior thereto.
(c) The Executive shall apply, at the Company’s businessrequest and expense, whether for United States and foreign letters patent or not any copyrights either in the Executive’s name or otherwise as the Company shall desire.
(d) The Executive hereby assigns to the Company all of his rights to such Inventions, and to applications for patents, trademarks United States and/or foreign letters patent or copyrights are filed thereon. Further, all and to United States and/or foreign letters patent or copyrights granted upon such Inventions shall constitute Confidential Information. Inventions.
(e) The Executive shall not claim acknowledge and deliver promptly to own the Company, without charge to the Company, but at its expense, such written instruments (including applications and assignments) and do such other acts, such as giving testimony in support of the Executive’s inventorship, as may be necessary in the opinion of the Company to obtain, maintain, extend, reissue and enforce United States and/or foreign letters patent and copyrights relating to the Inventions and to vest the entire right and title thereto in the Company of its nominee. The Executive acknowledges and agrees that any Inventions relating copyright developed or conceived of, by the Executive during the term of his employment which is related to the business of the Company. Executive agrees that, upon request of Company shall be a “work made for hire” under the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, federal copyright law of the United States and other applicable jurisdictions.
(f) The Executive represents that his performance of all the terms of this Agreement and as an Executive of or consultant to the Company does not and will not breach any trust prior to his employment by the Company. The Executive agrees not to enter into any agreement either written or oral in conflict herewith and all other countries, on such Inventions, represents and agrees that he has not brought and will not bring with him to the Company or that may be required to vest ownership of such applications, patents and copyrights use in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights performance of his responsibilities at the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but any materials or documents of a former Company which are not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition generally available to the above assignment public, unless he has obtained written authorization from the former Company for their possession and use, a copy of Inventions which has been provided to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys .
(g) No provisions of the Paragraph shall be deemed to limit the restrictions applicable to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, Executive under Section 9 and other intellectual property rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right10.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 1 contract
Ownership of Inventions. Executive agrees to assign and does hereby assign to the Company any and all ideas, designs, know-how, programs, improvements, inventions, discoveries and literary creations (collectively referred to as "Inventions") which Executive alone or with others may conceive or make, and which (a) are made wholly or partially with the Company’s 's assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s 's time; or (c) relate at the time of conception or reduction to practice to the Company’s 's business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s 's work for the Company (collectively referred to as “Inventions”)Company. Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s 's business, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business of the Company. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.but
Appears in 1 contract
Sources: Senior Executive Employment Agreement (Pacificare Health Systems Inc /De/)
Ownership of Inventions. Executive Employee promises and agrees that he will disclose fully and reveal promptly to assign and does hereby assign to the Company Employer any and all ideasinventions, discoveries, processes, methods, designs, products and know-how, programswhich Employee may invent, improvementsdiscover, inventionsacquire or develop, discoveries and literary creations which Executive either alone or in conjunction with others may conceive or makeothers, and which during Employee's employment by Employer (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (hereinafter collectively referred to as “Inventions”"Discoveries"). Such Inventions , where said Discoveries (i) relate to, or in any way pertain to or are connected with the business of Employer, or (ii) were developed at Employer's expense or on its premises, or (iii) resulted directly or indirectly from such employment by Employer, or relate to articles or products made, sold, used or bought by Employer, or (iv) were being considered for design, development, sale, purchase or use by Employer during such employment by Employer, and Employee further promises and agrees that said Discoveries shall be the sole and exclusive property of Employer; and Employee, whenever requested to do so by Employer, and without further compensation or consideration shall properly execute any and all applications, assignments and other instruments which Employer shall deem necessary in order to (a) apply for and obtain, in the Company name of Employer, a patent, trademark or copyright for said Discoveries, and shall be deemed (b) assign and convey to be part of Employer the Company’s businesssole and exclusive right, whether or not title and interest in and to said Discoveries, and any applications for applications, patents, trademarks or copyrights are filed thereon. FurtherEmployee hereby warrants, all such Inventions shall constitute Confidential Information. Executive shall not claim to own represents and confirms that he neither holds nor has any Inventions relating interest in any patent, patent right, patent application, trademark, trademark application, license agreement or copyright related in any way to the business of Employer; and Employee further agrees that any future application for any patent, patent right, trademark or copyright for any of said Discoveries shall be made in the Companyname of Employer. Executive Employee agrees that, upon request of in the Companyevent that subsequent to his employment, Executive shall execute his assistance is needed to secure, defend, or enforce any patent, trademark or copyright, Employee will provide any such assistance and all papers Employer will pay reasonable compensation for his time at a rate to be negotiated. Employee acknowledges that the restrictions contained in this paragraph 8 are reasonable and do all other lawful acts that may be required by the Company necessary in order to make applications for Letters Patentprotect Employer's legitimate business interests and any violation thereof would result in irreparable injury to Employer. Employee further acknowledges and agrees that, in the event of any violation hereof, Employer shall be authorized and entitled to seek, from any court of competent jurisdiction, (i) preliminary and permanent injunctive relief; (ii) an equitable accounting of all profits or benefits arising out of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870)violation, and except for Inventions made prior to commencement of Executive’s employment with (iii) damages arising from the Company, breach. Such rights or remedies shall be cumulative and in addition to the above assignment of Inventions any other rights or remedies to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights which Employer may be entitled. The prevailing party in any Invention; such lawsuit shall further be entitled to recover his reasonable attorneys' fees, court costs and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral rightexpenses.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 1 contract
Ownership of Inventions. Executive Employee agrees to assign and does hereby assign promptly disclose to the Company in writing any invention, improvement, work of authorship, discovery or idea (whether patentable or not and all ideasincluding those that may be subject to copyright protection) generated, designs, know-how, programs, improvements, inventions, discoveries and literary creations which Executive conceived or reduced to practice by the Employee alone or in conjunction with others may conceive others, during or makeafter working hours, and which (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time while an employee of conception or reduction to practice to the Company’s business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such All such Inventions are and shall will be the exclusive property of the Company and shall be deemed are hereby assigned to be part of the Company’s business, whether or except that, if the Invention does not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating relate to the existing or reasonably foreseeable business of the Company. Executive agrees that, upon request interests of the Company, Executive shall execute any the Company may, in its sole discretion, release or license that Invention to Employee upon written request. Further, Employee will, at the Company’s expense, give the Company all assistance it reasonably requires to perfect, protect and use its rights to Inventions. In particular, but without limitation, Employee will sign all papers and documents, do all other lawful acts things, and supply all information that may be required by the Company may deem necessary or desirable to:
(a) Transfer or record the transfer of Employee’s entire right, title and interest in order Inventions; and
(b) Enable the Company to make applications obtain patent, copyright or trademark protection for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights Inventions anywhere in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce world. The obligations of Employee under this Section 9 will continue beyond the rights termination of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any InventionInventions conceived or made by Employee during the period of Employee’s employment and will be binding upon assigns, executors, administrators and other legal representatives. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions Invention relating to the business of the Company whether developed on which Employee markets a new competitive product, files a patent application or created alone or jointly seeks copyright protection within one (1) year after termination of employment with othersthe Company will be presumed to be an Invention conceived by Employee during the term of Employee’s employment, subject to proof to the contrary by good faith, written and duly corroborated records establishing that such Invention was conceived and made following termination of employment.
Appears in 1 contract
Ownership of Inventions. Executive agrees to assign All DPT Intellectual Property shall remain the sole and does hereby assign exclusive property of DPT. “DPT Intellectual Property” means any Technology (defined below) consisting of DPT manufacturing or laboratory testing processes, procedures, information or methods (whether or not created, developed or produced pursuant to the Company Agreement) to the extent (i) such Technology is generally applicable to DPT’s business and is not related solely to COMPANY’s Product and (ii) the practice of such Technology does not require any and all use of COMPANY Confidential Information. “Technology” means any (i) invention (whether or not patentable), ideas, designs, know-how, programsworks of authorship, modifications, technology, materials, software, formulations, techniques, developments, ideas, concepts, discoveries, designs, algorithms, models, formulations, improvements, inventionsprotocols, discoveries data and literary creations which Executive alone or with others may conceive or make, and which (a) are made wholly or partially with the Company’s assets or confidential or trade secret proprietary information; or and (bii) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s business, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business of the Company. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask workstrademarks, service marks, trade secrets, and or other intellectual property rights in and/or to the foregoing. Except for DPT Intellectual Property, all Technology developed or generated pursuant to this Agreement in the course of performing services required of DPT to manufacture and Package each Product or through the use of any Invention; and (ii) any information or materials provided by COMPANY hereunder, including without limitation new formulations, uses, processes or compositions, and all “Moral Rights” intellectual property rights in and to the foregoing, (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreementcollectively, “Moral Rights” Project IP”) shall mean be the exclusive property of COMPANY and DPT hereby assigns all right, title and interest in and to the foregoing to COMPANY. DPT agrees to assist COMPANY in securing for COMPANY any patents, copyrights or other proprietary rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Inventionin such Project IP, and any similar to perform all acts that may be reasonably required to vest in COMPANY all right, existing under judicial or statutory law title and interest in such Project IP and DPT shall be compensated at its standard rates for such time of any country in the worldDPT employees spent and reimbursed for its reasonable out-of-pocket expenses to provide such assistance requested by COMPANY. All costs and expenses associated with establishing COMPANY’s rights therein shall be COMPANY’s responsibility, or under any treatyand additionally, regardless if such activities exceed what is customary and reasonable for such activities, DPT may require fees equal to its standard rates for such time of whether or not DPT employees spent and reimbursement for its reasonable out-of-pocket expenses for such right is denominated or generally referred to as a “moral rightactivities requested by COMPANY.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 1 contract
Sources: Supply and Manufacturing Agreement (Arcutis Biotherapeutics, Inc.)
Ownership of Inventions. Executive Employee agrees to assign and does hereby assign communicate to the Company as promptly and full as practicable all Inventions (as defined below) conceived or reduced to practice by him (alone or jointly by others) at any time during his employment by the Company or thereafter. Employee hereby assigns to the Company and/or its nominee all his right, title and interest in such Inventions, and all ideasof his right, title and interest in any patents, copyrights, patent applications, or copyright applications based thereon. Employee will assist the Company and/or its nominee (without charge but at no expense to him) at any time and in every proper way to obtain for its own benefit, patents and copyright registrations for all such Inventions anywhere in the world and to enforce its and/or their rights in legal proceedings. As used in this Agreement, the term “Inventions” includes, but is not limited to, all discoveries, improvements, processes, developments, designs, know-how, programsdata, improvementscomputer programs and formulae, inventionswhether patentable or unpatentable, discoveries and literary creations which Executive alone made or with others may conceive or make, and which (a) are made wholly or partially with conceived at the Company’s assets request or confidential the Company’s premises. Any provision in this Agreement requiring Employee to assign his rights in any Invention does not apply to an Invention which qualifies under the provisions of Section 2870 of the California Labor Code. That section provides that the requirement to assign “shall not apply to an invention that the employee developed entirely on his or her own time without using the Company’s equipment, supplies, facilities, or trade secret information; or information except for those inventions that either (b) are developed wholly or partially on the Company’s time; or (c1) relate at the time of conception or reduction to practice of the invention to the Company’s business, including or actual or demonstrably anticipated research or development of the Company; or (d2) result from Executive’s any work performed by the employee for the Company.” Employee understands that he bears the burden of proving that an Invention qualifies under Section 2870. Notwithstanding the foregoing, Employee also assigns to the Company (collectively referred or to as “Inventions”). Such Inventions are and shall its nominee) all rights which he may have or acquire in any Invention, full title to which is required to be in the property of United States by a contract between the Company and shall be deemed the United States or any of its agencies. Employee hereby irrevocably designates and appoints the Company and each of its duly authorized officers and agents as his agent and attorney-in-fact to be part of the Company’s business, whether or not act for and in his behalf and stead to execute and file any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim document and to own any Inventions relating to the business of the Company. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful lawfully permitted acts that may be required by to further the Company in order to make applications for Letters Patentprosecution, issuance and enforcement of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the copyright registrations and other proprietary rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, same force and irrevocably assigns, transfers, effect as if executed and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral rightdelivered by him.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 1 contract
Sources: Employment Agreement (Quixote Corp)
Ownership of Inventions. Executive Employee promises and agrees that he will disclose fully and reveal promptly to assign and does hereby assign to the Company Employer any and all ideasinventions, discoveries, processes, methods, designs, products and know-how, programswhich Employee may invent, improvementsdiscover, inventionsacquire or develop, discoveries and literary creations which Executive either alone or in conjunction with others may conceive or makeothers, and which during Employee's employment by Employer (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (hereinafter collectively referred to as “Inventions”"Discoveries"). Such Inventions , where said Discoveries (i) relate to, or in any way pertain to or are connected with the business of Employer, or (ii) were developed at Employer's expense or on its premises, or (iii) resulted directly or indirectly from such employment by Employer, or relate to articles or products made, sold, used or bought by Employer, or (iv) were being considered for design, development, sale, purchase or use by Employer during such employment by Employer, and Employee further promises and agrees that said Discoveries shall be the sole and exclusive property of Employer; and Employee, whenever requested to do so by Employer, and without further compensation or consideration shall properly execute any and all applications, assignments and other instruments which Employer shall deem necessary in order to (a) apply for and obtain, in the Company name of Employer, a patent, trademark or copyright for said Discoveries, and shall be deemed (b) assign and convey to be part of Employer the Company’s businesssole and exclusive right, whether or not title and interest in and to said Discoveries, and any applications for applications, patents, trademarks or copyrights are filed thereon. FurtherEmployee hereby warrants, all such Inventions shall constitute Confidential Information. Executive shall not claim to own represents and confirms that he neither holds nor has any Inventions relating interest in any patent, patent right, patent application, trademark, trademark application, license agreement or copyright related in any way to the business of Employer; and Employee further agrees that any future application for any patent, patent right, trademark or copyright for any of said Discoveries shall be made in the Companyname of Employer. Executive Employee agrees that, upon request in the event that subsequent to his employment, his assistance is needed to secure, defend, or enforce any patent, trademark or copyright, Employee will provide any such assistance and Employer will pay reasonable compensation for his time at a rate to be negotiated. Employee acknowledges that the restrictions contained in this paragraph 9 are reasonable and necessary in order to protect Employer's legitimate business interests and any violation thereof would result in irreparable injury to Employer. Employee further acknowledges and agrees that, in the event of any violation hereof, Employer shall be authorized and entitled to seek, from any court of competent jurisdiction, (i) preliminary and permanent injunctive relief; (ii) an equitable accounting of all profits or benefits arising out of the Companyviolation; and (iii) damages arising from the breach. Such rights or remedies shall be cumulative and in addition to any other rights or remedies to which Employer may be entitled. The prevailing party in any such lawsuit shall further be entitled to recover his reasonable attorneys, Executive fees, court costs and expenses. Employer's failure to exercise a right hereunder in the event of a breach by Employee of any term hereof shall execute not be construed as a waiver of such breach or prevent Employer from thereafter enforcing strict compliance with any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes terms of this Employment Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 1 contract
Ownership of Inventions. (a) During the employment by the Company, Executive agrees will have access to assign and does hereby assign to the Company any and all ideastrade secrets, designsdata, know-how, programsknowledge or other confidential information originated in the Company or disclosed to the Company by others under agreements to hold the same confidential (collectively referred to as "Confidential Information"). Executive acknowledges that Confidential Information includes any information not readily available to the public, and includes not only technical information but also business information. In addition, Executive may, during the period of employment, create, make, develop or conceive inventions, discoveries, concepts, ideas, designs, works of authorship, developments, information, improvements, inventionsor trade secrets, discoveries whether patentable or not, and literary creations whether solely or jointly with others, which may or may not also constitute Confidential Information (collectively referred to as "Inventions"). Executive agrees that all works of authorship to which Executive alone contributes shall be considered "works made for hire" and shall be the sole property of the Company.
(b) Executive agrees that Executive will neither utilize any Confidential Information for Executive's own benefit or with others for the benefit of anyone except the Company, nor disclose, disseminate, lecture upon or publish articles about any Confidential Information to any one outside the Company, or to any officer or employee of the Company not also having access to Confidential Information, at any time either during or after employment by the Company.
(c) Executive agrees to disclose promptly, in writing to Executive's Supervisor, Company's Counsel and Chief Executive Officer, any Inventions that Executive may conceive or make, develop or conceive, solely or jointly, during the period of employment by the Company, or by its predecessors, successors in business, subsidiaries, parents or affiliates. All such Inventions shall be and which remain the property of the Company. Executive hereby assigns to the Company all Executive's rights, titles and interests in and to any such Inventions, whether or not such Inventions may be reduced to practice during the period of Executive's employment, and to execute all patent or copyright applications, assignments and other documents, and to take all other steps necessary, to vest in the Company the entire right, title and interest in and to those Inventions and in and to any patents or copyrights obtainable therefor in the United States and in foreign countries, all at the Company's expense, but for no consideration to Executive in addition to Executive's salary or wages. Executive agrees to keep adequate records of all Inventions and make such records available to the Company.
(ad) are made wholly If the Company chooses to prosecute applications for patents or partially copyrights for any such Inventions, the Company shall assume the entire expense of preparing, filing and prosecuting such applications, through counsel appointed by the Company; provided, however, that the Company is under no obligation to prosecute such applications. Executive agrees to cooperate with the Company and do whatever is necessary or appropriate to obtain patents, copyrights or other legal protections for Inventions. If Executive is incapacitated or refuses to so cooperate for any reason, Executive hereby authorizes the Company to act as Executive's agent and to take whatever actions, or execute whatever documents, may be needed to carry out this Agreement.
(e) All records and other material pertaining to Confidential Information, whether developed by Executive or others, shall be and remain the property of the Company. Upon termination of Executive's employment with the Company’s assets , all documents, records, notebooks and other material of any kind pertaining to or confidential containing Confidential Information then in Executive's possession, or trade secret information; under Executive's control, whether prepared by Executive or others, will be returned to the Company unconditionally.
(bf) Executive shall not be obligated to assign any Invention which relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Executive prior to Executive's employment with the Company, provided that all such Inventions are developed wholly or partially listed at the time of employment on the attached Exhibit "A." If no entry is made on Exhibit "A," then such entry shall be deemed to be "none," whether or not Exhibit "A" is signed by Executive. Except as listed on Exhibit "A," Executive will not assert any rights to any Inventions, as having been made or acquired by Executive prior to being employed by the Company’s time; .
(g) Executive shall not be obligated to assign any Invention which may be wholly conceived by Executive after Executive leaves the employ of the Company, except that Executive is so obligated if such Invention shall involve the utilization of Confidential Information of the Company, or any Invention not related to the business activities of the Company.
(ch) relate Notwithstanding anything in this Agreement to the contrary, Executive shall not be obligated to assign to the Company and of Executive's rights in an Invention that the Executive developed entirely on Executive's own time without using the Company's equipment, supplies, facilities or Confidential Information, except for those Inventions that either: (i) relate, at the time of conception or reduction to practice of Invention, to either the Company’s 's business, including or actual or demonstrably anticipated research or development of the Company; , or (dii) result from Executive’s any work performed by the Executive for the Company (collectively referred to as “Inventions”). Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s business, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business of the Company. THIS AGREEMENT DOES NOT APPLY TO ANY INVENTION WHICH QUALIFIES FULLY UNDER THE PROVISIONS OF CALIFORNIA LABOR CODE SECTION 2870 OR ANY OTHER SUBSTANTIALLY EQUIVALENT LAW IN THE STATE IN WHICH THE EXECUTIVE IS EMPLOYED. With regard to those Inventions which Executive agrees that, upon request of is not obligated to assign to the Company, Executive shall execute give the Company a right of first refusal on any and all papers such Inventions and do all other lawful acts that may be required by the Company in order right to make applications meet any firm offer of another for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the . The Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not must exercise such right is denominated or generally referred to as a “moral rightof first refusal within thirty (30) days of receipt of written notice from Executive setting forth such offer.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 1 contract
Ownership of Inventions. Executive agrees to assign and does hereby assign to the Company any and all ideas, designs, know-how, programs, improvements, Ownership of inventions, discoveries developments or discoveries, whether patentable or non-patentable, invented or otherwise discovered or generated in the course of performing each Party’s obligations under this Agreement and literary creations which Executive alone or with others may conceive or make, and which the Development Plan (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions are , and any and all intellectual property rights therein, shall be determined as follows:
(a) Epirus shall own all Inventions that relate to the property composition of matter, methods of making, methods of using (including without limitation methods of treatment or administration) or formulations of Products (the “Product Inventions”), and (b) ownership of all other Inventions that are not Product Inventions arising in the course of the Company and Parties’ performance of their obligations under this Agreement shall be deemed owned in accordance with the rules of inventorship in accordance with United States patent law. For clarity and subject to be part of the Company’s businessforegoing, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions (i) each Party shall constitute Confidential Information. Executive shall not claim to solely own any Inventions relating to the business of the Company. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights therein that are made, conceived, reduced to practice, authored, or otherwise discovered solely by such Party or any of its employees, Affiliates, licensees, sublicensees (where permitted), independent contractors, or agents, including without limitation any Patent or Patent Application in any which all of the claims included in such Patent or Patent Application claim only such solely owned Invention; , and (ii) the Parties shall jointly own any Inventions and intellectual property rights therein that are made, conceived, reduced to practice, authored, or otherwise discovered jointly by the Parties or any of their employees, Affiliates, licensees, sublicensees (where permitted), independent contractors, or agents (each, a “Joint Invention”), including without limitation any Patent or Patent Application on such Joint Invention. Each Party shall have the right to use and license jointly owned Inventions and all intellectual property rights therein for any and all “Moral Rights” purposes without the need to account to or seek permission from the other Party (as defined below) which Executive may have insubject, toin all cases, or with respect to any Invention. For purposes other applicable terms of this Agreement); provided, “Moral Rights” however, that for clarity, the foregoing shall mean not be construed as granting or conveying to either Party any license or other rights to claim authorship of an Inventionthe other Party’s other intellectual property rights, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country unless otherwise expressly set forth in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral rightthis Agreement.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 1 contract
Sources: License Agreement (EPIRUS Biopharmaceuticals, Inc.)
Ownership of Inventions. Executive agrees to assign and does hereby assign to the Company any and all ideas, designs, know-how, programs, improvements, inventions, discoveries and literary creations which Executive alone or with others may conceive or make, and which (a) are made wholly or partially with the Company’s 's assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s 's time; or (c) relate at the time of conception or reduction to practice to the Company’s 's business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s 's work for the Company (collectively referred to as “"Inventions”"). Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s 's business, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business of the Company. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s 's employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any and all “"Moral Rights” " (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.may
Appears in 1 contract
Sources: Senior Executive Employment Agreement (Pacificare Health Systems Inc /De/)
Ownership of Inventions. (a) All Inventions shall be the sole property of the Company, and the Executive agrees to assign perform the provisions of this Section 10 with respect thereto without the payment by the Company of any royalty or any consideration therefor, other than Base Salary and does hereby assign other compensation required to be paid to the Company any and all ideas, designs, know-how, programs, improvements, inventions, discoveries and literary creations which Executive alone or with others may conceive or make, and which (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or under this Agreement.
(b) are developed wholly The Executive shall maintain written notebooks in which he shall set forth, on a current basis, information as to all Inventions, describing in detail the procedures employed and the results achieved as well as information as to any studies or partially research projects undertaken on the Company’s time; or (c) relate behalf. The written notebooks shall at the time of conception or reduction to practice to the Company’s business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions are and shall all times be the property of the Company and shall be deemed surrendered to be part the Company upon termination of his engagement or, upon the request of the Company, at any time prior thereto.
(c) The Executive shall apply, at the Company’s businessrequest and expense, whether for United States and foreign letters patent or not any copyrights either in the Executive’s name or otherwise as the Company shall desire.
(d) The Executive hereby assigns to the Company all of his rights to such Inventions, and to applications for patents, trademarks United States and/or foreign letters patent or copyrights are filed thereon. Further, all and to United States and/or foreign letters patent or copyrights granted upon such Inventions shall constitute Confidential Information. Inventions.
(e) The Executive shall not claim acknowledge and deliver promptly to own the Company, without charge to the Company, but at its expense, such written instruments (including applications and assignments) and do such other acts, such as giving testimony in support of the Executive’s inventorship, as may be necessary in the opinion of the Company to obtain, maintain, extend, reissue and enforce United States and/or foreign letters patent and copyrights relating to the Inventions and to vest the entire right and title thereto in the Company of its nominee. The Executive acknowledges and agrees that any Inventions relating copyright developed or conceived of, by the Executive during the term of his employment which is related to the business of the Company. Executive agrees that, upon request of Company shall be a “work made for hire” under the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, federal copyright law of the United States and other applicable jurisdictions.
(f) The Executive represents that his performance of all the terms of this Agreement and as an Executive of or consultant to the Company does not and will not breach any trust prior to his employment by the Company. The Executive agrees not to enter into any agreement either written or oral in conflict herewith and all other countries, on such Inventions, represents and agrees that he has not brought and will not bring with him to the Company or that may be required to vest ownership of such applications, patents and copyrights use in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights performance of his responsibilities at the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but any materials or documents of a former Company which are not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition generally available to the above assignment public, unless he has obtained written authorization from the former Company for their possession and use, a copy of Inventions which has been provided to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys .
(g) No provisions of the Paragraph shall be deemed to limit the restrictions applicable to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, Executive under Section 9 and other intellectual property rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right10.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 1 contract
Ownership of Inventions. Executive agrees to assign 3.1. The Employee will notify and does hereby assign disclose in writing to the Company, or any persons designated by the Company from time to time, all information, improvements, inventions, formulae, processes, techniques, know-how and data, whether or not patentable or registerable under copyright or any and similar laws, made or conceived or reduced to practice or learned by the Employee, either alone or jointly with others, during the Employee's employment with the Company (including after hours, on weekends or during vacation time) (all ideassuch information, designsimprovements, inventions, formulae, processes, techniques, know-how, programsand data are hereinafter referred to as the "Invention(s)") immediately upon discovery, improvementsreceipt or invention as applicable.
3.2. The Employee agrees that all the Inventions are, inventionsupon creation, discoveries and literary creations which Executive alone or with others may conceive or make, and which (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s business, including actual or demonstrably anticipated research or development considered Inventions of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions are and , shall be the sole property of the Company and its assignees, and the Company and its assignees shall be deemed to be part the sole owner of the Company’s business, whether or not any applications for all patents, trademarks copyrights, trade secret and all other rights of any kind or copyrights are filed thereonnature, including moral rights, in connection with such Inventions. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating The Employee hereby irrevocably and unconditionally assigns to the business of Company all the Company. Executive agrees that, upon request of the Company, Executive shall execute following with respect to any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrightsand patent rights, mask works, trade secrets, including any and other intellectual property rights in any Inventionall continuations or extensions thereof; and (ii) any rights associated with works of authorship, including copyrights and all “copyright applications, Moral Rights” Rights (as defined below) which Executive and mask work rights; (iii) rights relating to the protection of trade secrets and confidential information; (iv) design rights and industrial property rights; (v) any other proprietary rights relating to intangible property including trademarks, service marks and applications thereto for, trade names and packaging and all goodwill associated with the same; and (vi) all rights to ▇▇▇ for any infringement of any of the foregoing rights and the right to all income, royalties, damages and payments with respect to any of the foregoing rights. Employee also hereby forever waives and agrees never to assert any and all Moral Rights Employee may have in, to, in or with respect to any InventionInventions, even after termination of employment on behalf of the Company. For purposes of this Agreement, “"Moral Rights” shall mean " means any rights right to claim authorship of an Inventiona work, any right to object to any distortion or prevent the other modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Inventiona work, and any similar right, existing under judicial or statutory the law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 1 contract
Sources: Employment Agreement (Ceva Inc)
Ownership of Inventions. The Executive acknowledges and agrees that all Company Inventions (as defined below) (including all intellectual property rights arising therein or thereto, all rights of priority relating to assign and does hereby assign to the Company any patents, and all ideasclaims for past, designspresent and future infringement, know-how, programs, improvements, inventions, discoveries and literary creations which Executive alone or with others may conceive or makemisappropriation relating thereto), and which (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s businessall Confidential Information, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions hereby are and shall be the sole and exclusive property of the Company (collectively, the “Company IP”). For consideration acknowledged and received, the Executive hereby irrevocably assigns, conveys and sets over to the Company all of the Executive’s right, title and interest in and to all Company IP. The Executive acknowledges and agrees that the compensation received by the Executive for employment or services provided to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company Inventions promptly following their conception or reduction to practice. Such disclosure shall be deemed sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to be part convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the Company’s businessnature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agrees, whether or not any applications for patents, trademarks the Executive is then an employee or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business other service provider of the Company. Executive agrees thatCompany or any of its affiliates, upon request of the Company, Executive shall execute to provide reasonable assistance with respect to the perfection, recordation or other documentation of the assignment of Company IP hereunder, and the enforcement of the Company’s rights in any Company IP, and all papers to cooperate to the extent and do all other lawful acts that may be required in the manner reasonably requested by the Company in order to make applications for Letters Patentany litigation or other claim or proceeding (including, of without limitation, the United States and prosecution or defense of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the claim involving a patent) involving any Company in such Inventions, patents and copyrights. Except as otherwise prohibited IP covered by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Companythis Agreement, without further considerationcompensation, but all reasonable out-of-pocket expenses incurred by the Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to in satisfying the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes requirements of this Agreement, “Moral Rights” Section 7(f) shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions to be paid by the Company whether developed or created alone its designee. The Executive shall not, on or jointly with others.after the Effective Date, directly or indirectly challenge the
Appears in 1 contract
Sources: Employment Agreement (Ascend Wellness Holdings, Inc.)
Ownership of Inventions. Executive Employee promises and agrees that he will disclose fully and reveal promptly to assign and does hereby assign to the Company Employer any and all ideasinventions, discoveries, processes, methods, designs, products and know-how, programswhich Employee may invent, improvementsdiscover, inventionsacquire or develop, discoveries and literary creations which Executive either alone or in conjunction with others may conceive or makeothers, and which during Employee's employment by Employer (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (hereinafter collectively referred to as “Inventions”"Discoveries"). Such Inventions , where said Discoveries (i) relate to, or in any way pertain to or are connected with the business of Employer, or (ii) were developed at Employer's expense or on its premises, or (iii) resulted directly or indirectly from such employment by Employer, or relate to articles or products made, sold, used or bought by Employer, or (iv) were being considered for design, development, sale, purchase or use by Employer during such employment by Employer, and Employee further promises and agrees that said Discoveries shall be the sole and exclusive property of Employer; and Employee, whenever requested to do so by Employer, and without further compensation or consideration shall properly execute any and all applications, assignments and other instruments which Employer shall deem necessary in order to (a) apply for and obtain, in the Company name of Employer, a patent, trademark or copyright for said Discoveries, and shall be deemed (b) assign and convey to be part of Employer the Company’s businesssole and exclusive right, whether or not title and interest in and to said Discoveries, and any applications for applications, patents, trademarks or copyrights are filed thereon. FurtherEmployee hereby warrants, all such Inventions shall constitute Confidential Information. Executive shall not claim to own represents and confirms that he neither holds nor has any Inventions relating interest in any patent, patent right, patent application, trademark, trademark application, license agreement or copyright related in any way to the business of Employer; and Employee further agrees that any future application for any patent, patent right, trademark or copyright for any of said Discoveries shall be made in the Companyname of Employer. Executive Employee agrees that, upon request of in the Companyevent that subsequent to his employment, Executive shall execute his assistance is needed to secure, defend, or enforce any patent, trademark or copyright, Employee will provide any such assistance and all papers Employer will pay reasonable compensation for his time at a rate to be negotiated. Employee acknowledges that the restrictions contained in this paragraph 8 are reasonable and do all other lawful acts that may be required by the Company necessary in order to make applications for Letters Patentprotect Employer's legitimate business interests and any violation thereof would result in irreparable injury to Employer. Employee further acknowledges and agrees that, in the event of any violation hereof, Employer shall be authorized and entitled to seek, from any court of competent jurisdiction, (i) preliminary and permanent injunctive relief; (ii) an equitable accounting of all profits or benefits arising out of the United States violation; and of any (iii) damages arising from the breach. Such rights or remedies shall be cumulative and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions any other rights or remedies to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights which Employer may be entitled. The prevailing party in any Invention; such lawsuit shall further be entitled to recover his reasonable attorneys' fees, court costs and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral rightexpenses.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 1 contract
Ownership of Inventions. Executive A. During the Term of Employment, Employee agrees to assign promptly and does hereby fully disclose to the Company, or any persons designated by it, all discoveries, improvements, inventions, formulas, ideas, processes, designs, techniques, know-how, data, and computer programs, whether or not patentable, made or conceived or reduced to practice or learned by Employee, either alone or jointly with others, during the Term of Employment that are specifically related to the business of the Company (all said improvements, inventions, formulas, ideas, processes, designs, techniques, know-how, data, and computer programs shall be hereinafter collectively called "Inventions").
B. Employee agrees that all Inventions which Employee make, conceive, reduce to practice or develop (in whole or in part, either alone or jointly with others) during Term of Employment shall be the sole property of the Company to the maximum extent permitted by law and the Company shall be the sole owner of all patents, copyrights and other intellectual property or other rights in connection therewith. Employee agrees to assign to the Company any rights Employee may have or acquire in such Inventions and any right, title and interest in any patents, copyrights, or patent or copyright applications based thereon. This Agreement does not require assignment of an invention which an employee cannot be obligated to assign under federal or state law. However, Employee agrees to disclose any Inventions as required by Section X hereof regardless of whether Employee believes the Invention is protected by law, in order to permit the Company to engage in a review process to determine such issues as may arise. Such disclosure shall be received in confidence by the Company. Employee further understands that Employee bears the burden of proving that an Invention cannot belong to the Company under applicable federal or state laws.
C. Employee agrees to perform, during and after Term of Employment, all acts deemed necessary or desirable by the Company to permit and assist it, at the Company's expense, in obtaining and enforcing patents, copyrights or other rights on such Inventions and improvements in any and all ideascountries. Such acts may include, designsbut are not limited to, knowexecution of documents and assistance or cooperation in legal proceedings. Employee agrees to irrevocably designate and appoint the Company and its duly authorized officers and agents, as Employee's agents and attorneys-howin-fact to act for and in Employee's behalf and instead of Employee, programsto execute and file any applications or related filings and to do all other lawfully permitted acts to further the prosecution and issuance of patents, improvements, inventions, discoveries and literary creations which Executive alone copyrights or with others may conceive or make, and which (a) are made wholly or partially other rights thereon with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on same legal force and effect as if executed by Employee.
D. Notwithstanding the Company’s time; or (c) relate at the time of conception or reduction foregoing, Employee agrees to practice assign to the Company’s business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (collectively referred or to as “Inventions”). Such Inventions are and shall any of its nominees) all rights which Employee may have or acquire in any Invention, full title to which is required to be in the property of United States by a contract between the Company and shall be deemed to be part of the Company’s business, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business of the Company. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and or any of any and all other countries, on such Inventions, or that may its agencies.
E. Employee will be required entitled to vest ownership of such applications, patents and copyrights in bonuses under the Company, or that may be required 's Incentive Bonus Policy as in effect from time to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral righttime.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 1 contract
Ownership of Inventions. Executive agrees to assign and does hereby assign to the Company any and You agree that all ideascopyrightable material, designsnotes, know-howrecords, programsinventions, improvements, inventionsdevelopments, discoveries and literary creations which Executive alone or with others may conceive or make, and which (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s businesssecrets, whether or not patentable, conceived, made or discovered by you in while rendering services for the Company, solely or in collaboration with others, while employed by the Company (collectively, “Inventions”) shall be the sole property of Company. In addition, to the extent allowed by law, any applications Inventions which constitute copyrightable subject matter shall be considered “works made for patents, trademarks hire” as that term is defined in the United States Copyright Act. You further agree to assign (or copyrights are filed thereon. Further, cause to be assigned) and do irrevocably hereby assign fully to Company all such Inventions shall constitute Confidential Information. Executive shall not claim to own and any Inventions relating to the business of the Company. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applicationscopyrights, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the other intellectual property rights of the Company in such Inventions, patents and copyrightsrelating thereto. Except as otherwise prohibited by law (including but not limited Pursuant to California Labor Code section 2870)Section 2872, this covenant shall not apply to an invention that qualifies fully under the provisions of Section 2870 of the California Labor Code, as explained in the Invention Assignment Notice attached hereto as Exhibit D. You acknowledge that all unpatented inventions, discoveries, improvements, works of authorship or works made for hire, which were owned and controlled by you on the date of entering employment with Company have been listed by you on Exhibit C which is attached to this Agreement. Upon the termination of your employment, or upon the earlier request of Company, you will immediately deliver to Company all property of Company relating to, and except for all tangible embodiments of, Inventions made prior in your possession or control. You agree to commencement of Executive’s employment with the assist Company, in addition to or its designee, at the above assignment expense of Inventions to the Company, without further consideration, Executive hereby fully, forever, to obtain and irrevocably assigns, transfers, from time to time enforce and conveys to defend the Company: (i) all patents, patent applications, rights of Company in the Inventions and any copyrights, mask works, trade secrets, and patents or other intellectual property rights relating thereto in any Invention; and (ii) any and all countries, and to execute all documents reasonably necessary for Company to do so. You further agree that, if in the course of performing your services for the Company, you incorporate into any Inventions developed hereunder any invention, improvement, development, concept, discovery or other proprietary information owned by him or in which you have an interest (“Moral Rights” (Item”), Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, reproduce, display, use and sell such Item as defined below) which Executive may have inpart of or in connection with such Inventions. You further agree that if Company, toafter reasonable effort, is unable because of your unavailability, mental or physical incapacity, or with respect to for any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Inventionother similar reason, to object secure your signature to or prevent the modification of any Invention, apply for or to withdraw from circulation pursue any application for any United States or control foreign patents or copyright registrations covering the publication or distribution Inventions assigned to Company above, then you hereby irrevocably designate and appoint Company and its duly authorized officers and agents as your agent and attorney-in-fact, to act for and on your behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of any Invention, patents and any similar right, existing under judicial or statutory law of any country in copyright registrations thereon with the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to same legal force and effect as a “moral rightif executed by you.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 1 contract
Sources: Employment Agreement (Newegg Inc)
Ownership of Inventions. Executive agrees to assign and does hereby assign to the Company any and You agree that all ideascopyrightable material, designsnotes, know-howrecords, programsinventions, improvements, inventionsdevelopments, discoveries and literary creations which Executive alone or with others may conceive or make, and which (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s businesssecrets, whether or not patentable, conceived, made or discovered by you in while rendering services for the Company, solely or in collaboration with others, while employed by the Company (collectively, “Inventions”) shall be the sole property of Company. In addition, to the extent allowed by law, any applications Inventions which constitute copyrightable subject matter shall be considered “works made for patents, trademarks hire” as that term is defined in the United States Copyright Act. You further agree to assign (or copyrights are filed thereon. Further, cause to be assigned) and do irrevocably hereby assign fully to Company all such Inventions shall constitute Confidential Information. Executive shall not claim to own and any Inventions relating to the business of the Company. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applicationscopyrights, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the other intellectual property rights of the Company in such Inventions, patents and copyrightsrelating thereto. Except as otherwise prohibited by law (including but not limited Pursuant to California Labor Code section 2870)Section 2872, this covenant shall not apply to an invention that qualifies fully under the provisions of Section 2870 of the California Labor Code, as explained in the Invention Assignment Notice attached hereto as Exhibit “B.” You acknowledge that all unpatented inventions, discoveries, improvements, works of authorship or works made for hire, which were owned and controlled by you on the date of entering employment with Company have been listed by you on Exhibit “A” which is attached to this Agreement. Upon the termination of your employment, or upon the earlier request of Company, you will immediately deliver to Company all property of Company relating to, and except for all tangible embodiments of, Inventions made prior in your possession or control. You agree to commencement of Executive’s employment with the assist Company, in addition to or its designee, at the above assignment expense of Inventions to the Company, without further consideration, Executive hereby fully, forever, to obtain and irrevocably assigns, transfers, from time to time enforce and conveys to defend the Company: (i) all patents, patent applications, rights of Company in the Inventions and any copyrights, mask works, trade secrets, and patents or other intellectual property rights relating thereto in any Invention; and (ii) any and all countries, and to execute all documents reasonably necessary for Company to do so. You further agree that, if in the course of performing your services for the Company, you incorporate into any Inventions developed hereunder any invention, improvement, development, concept, discovery or other proprietary information owned by him or in which you have an interest (“Moral Rights” (Item”), Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, reproduce, display, use and sell such Item as defined below) which Executive may have inpart of or in connection with such Inventions. You further agree that if Company, toafter reasonable effort, is unable because of your unavailability, mental or physical incapacity, or with respect to for any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Inventionother similar reason, to object secure your signature to or prevent the modification of any Invention, apply for or to withdraw from circulation pursue any application for any United States or control foreign patents or copyright registrations covering the publication or distribution Inventions assigned to Company above, then you hereby irrevocably designate and appoint Company and its duly authorized officers and agents as your agent and attorney-in-fact, to act for and on your behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of any Invention, patents and any similar right, existing under judicial or statutory law of any country in copyright registrations thereon with the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to same legal force and effect as a “moral rightif executed by you.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 1 contract
Sources: Employment Agreement (Newegg Inc)
Ownership of Inventions. Executive agrees to assign and does hereby assign to the Company any and all ideas, designs, know-how, programs, improvements, inventions, discoveries and literary creations (collectively referred to as "Inventions") which Executive alone or with others may conceive or make, and which (a) are made wholly or partially with the Company’s 's assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s 's time; or (c) relate at the time of conception or reduction to practice to the Company’s 's business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s 's work for the Company (collectively referred to as “Inventions”)Company. Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s 's business, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business of the Company. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s 's employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.above
Appears in 1 contract
Sources: Senior Executive Employment Agreement (Pacificare Health Systems Inc /De/)
Ownership of Inventions. Executive (a) Employee shall disclose all Inventions promptly and fully to the Company (or such other member of the Company Group designated by the Company).
(b) Except as excluded in Section 5(e) below, Employee hereby agrees to assign and does hereby grants and assigns to the Company (or such other member of the Company Group designated by the Company) all of Employee’s right, title and interest in and to all Company Inventions and agrees that all such Company Inventions shall be the Company’s (or such other designated member of the Company Group’s) sole and exclusive property to the maximum extent permitted by law.
(c) Employee shall at the request of the Company or such other member of the Company Group designated by the Company (but without additional compensation from the Company Group): (i) execute any and all papers and perform all lawful acts that the Company or such designee deems necessary for the preparation, filing, prosecution, and maintenance of applications for United States patents or copyrights and foreign patents or copyrights on any Company Inventions, (ii) execute such instruments as are necessary to assign to the Company any and all ideasCompany, designs, know-how, programs, improvements, inventions, discoveries and literary creations which Executive alone or with others may conceive or make, and which (a) are made wholly or partially with to the Company’s assets designee, all of Employee’s right, title and interest in any Company Inventions so as to establish or confidential perfect in the Company, or trade secret information; or (b) are developed wholly or partially on in the Company’s time; designee, the entire right, title and interest in such Company Inventions, and (iii) execute any instruments necessary or that the Company, or its designee, may deem desirable in connection with any continuation, renewal or reissue of any patents in any Company Inventions, renewal of any copyright registrations for any Company Inventions, or in the conduct of any proceedings or litigation relating to any Company Inventions. All expenses incurred by the Employee by reason of the performance of any of the obligations set forth in this Section 5(c) shall be borne by the Company Group.
(cd) relate Concurrent with Employee’s execution of this Agreement, Employee attaches a list and brief description of all unpatented inventions and discoveries, if any, made or conceived by Employee prior to Employee’s employment with the Company and that are to be excluded from this Agreement. If no such list is attached at the time of conception execution of this Agreement, it shall be conclusively presumed that Employee has waived any right he may have to any such invention or reduction to practice discovery which relates to the Company’s businessBusiness.
(e) Provisions (a) through (d) of this Section 5 regarding assignment of right, including title and interest do not apply to Inventions for which no equipment, supplies, facility or trade secret information of the Company Group was used and which was developed entirely on Employee’s own time, unless (i) the Inventions relate either to the business of the Company Group, or to the Company Group’s actual or demonstrably anticipated research or development of the Company; development, or (dii) the Inventions result from Executive’s any work directly or indirectly performed by the Employee for the Company (collectively referred to as “Inventions”). Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s business, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business of the Company. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral rightGroup.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 1 contract
Sources: Offer Letter (R1 RCM Inc. /DE)
Ownership of Inventions. Executive agrees All inventions, ideas, designs, circuits, schematics, formulas, algorithms, trade secrets, works of authorship, mask works, developments, processes, techniques, improvements, and related know-how which are made, developed, conceived or discovered by me, alone or with others, on behalf of the Company or from access to or any use of the Company Confidential Information or property whether or not patentable, copyrightable, or qualified for mask work protection (collectively "Inventions") shall be the sole property of the Company, and, to the extent permitted by law, shall be "works made for hire." I hereby assign and agree to assign to the Company or its designee, without further consideration, my entire right, title, and does interest in and to all Inventions, other than those described in Paragraph 7 of this Agreement, including all rights to obtain, register, perfect, and enforce patents, copyrights, mask work rights, and other intellectual property protection for Inventions. I will disclose promptly and in writing to the individual designated by the Company or to my immediate supervisor all Inventions which I have made or reduced to practice. During my employment and for four years after, I will cooperate with and assist the Company (at its expense) to obtain and enforce patents, copyrights, mask work rights, and other forms of intellectual property protection on Inventions. Should the Company be unable to secure my signature on any such document, whether due to my mental or physical incapacity or any other cause, I hereby assign irrevocably designate and appoint the Company and each of its duly authorized representatives as my agent and attorney-in-fact, solely for the purpose of obtaining and enforcing such intellectual property protection, with full power of substitution and delegation, to undertake such acts in my name as if executed and delivered by me (which appointment is coupled with an interest), and I waive and quitclaim to the Company any and all ideas, designs, know-how, programs, improvements, inventions, discoveries and literary creations which Executive alone or with others may conceive or make, and which (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for the Company (collectively referred to as “Inventions”). Such Inventions are and shall be the property of the Company and shall be deemed to be part of the Company’s business, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the business of the Company. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to make applications for Letters Patent, of the United States and claims of any and all other countries, on such Inventions, nature whatsoever that I may have or that may be required to vest ownership later have for infringement of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other any intellectual property rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to any Invention. For purposes of this Agreement, “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral rightInventions.” Executive will promptly disclose any Inventions to the Company whether developed or created alone or jointly with others.
Appears in 1 contract
Sources: Executive Employment Agreement (Excaliber Enterprises, Ltd.)