Common use of Work Product Assignment Clause in Contracts

Work Product Assignment. Executive agrees that any work product, intellectual property, developments, processes, inventions, ideas and discoveries, and works of authorship developed, designed, discovered, improved, authored, derived, invented or acquired by Executive during the period of and in the course of his employment by the Company made, conceived or completed by Executive during the term of Executive’s service, solely or jointly with others, which (i) are made with the Company Group’s equipment, supplies, facilities or Confidential Information, (ii) are related at the time of conception or reduction to practice of the invention to the business of any member of the Company Group or the Company Group’s actual or demonstrably anticipated research and development (other than, in the case of this clause (ii), for work related to the Outside Activities), or (iii) result from any work performed by Executive for the Company Group, shall be the sole and exclusive property of the Company Group, and all trade secrets, Confidential Information, copyrightable works, works of authorship, and all patents, registrations or applications related thereto, all other intellectual property or proprietary information and all similar or related information (whether or not patentable and copyrightable and whether or not reduced to tangible form or practice) which are related to the business, research and development, or existing or future products or services of the Company Group and which are conceived, developed or made by Executive during and in the course of the Executive’s employment with the Company (collectively, “Work Product”, but excluding each of the preceding relating to the Outside Activities) shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C. §101 et seq., as amended) and owned exclusively by the Company Group. To the extent that any Work Product is not deemed to be a “work made for hire” under applicable law, and all right, title and interest in and to such Work Product have not automatically vested in the Company Group, Executive hereby (a) irrevocably assigns, transfers and conveys, and shall assign transfer and convey, to the fullest extent permitted by applicable law, all right, title and interest in and to the Work Product on a worldwide basis to the Company Group (or such other person or entity as the Company Group shall designate), without further consideration, and (b) waives all moral rights in or to all Work Product, and to the extent such rights may not be waived, agrees not to assert such rights against the Company or its respective licensees, successors, or assigns. For the avoidance of doubt, including without limitation pursuant to California Labor Code sections 2870 and 2872, Work Product does not include matters developed entirely on Executive’s own time without using any equipment, supplies, facilities, or Confidential Information of the Company or any of its affiliates; provided, however, Work Product does include, without exception, all Work Product that either (i) relates, at the time of conception or reduction to practice of such Work Product, to the business of any member of the Company Group, or actual or demonstrably anticipated research or development of any member of the Company Group, or (ii) result from any service or work performed by Executive to or for the benefit of any member of the Company Group. In order to permit the Company Group to claim rights to which it may be entitled, Executive agrees to promptly disclose to the Company Group in confidence all Work Product which the Executive makes arising out of the Executive’s employment with the Company Group. Executive shall assist the Company Group, at no cost to Executive, in obtaining patents on all Work Product patentable by the Company Group in the United States and in all foreign countries, and shall execute all documents and do all things reasonably necessary, at no cost to Executive and at the Company Group’s exclusive cost and expense, to obtain letters patent, to vest the Company Group with full and extensive title thereto, and to protect the same against infringement by others.

Work Product Assignment. Executive agrees that any work product, intellectual property, developments, processes, inventions, ideas and discoveries, and works of authorship developed, designed, discovered, improved, authored, derived, invented or acquired by Executive during the period of and in the course of his employment by the Company made, conceived or completed by Executive during the term of Executive’s service, solely or jointly with others, which (i) are made with the Company Group’s equipment, supplies, facilities or Confidential Information, (ii) or which are related at the time of conception or reduction to practice purpose of the invention Invention to the business of any member of the Company Group or the Company Group’s actual or demonstrably anticipated research and development (other than, in the case of this clause (ii), for work related to the Outside Activities)development, or (iii) which result from any work performed by Executive for the Company Group, shall be the sole and exclusive property of the Company Group, and all trade secrets, Confidential Information, copyrightable works, works of authorship, and all patents, registrations or applications related thereto, all other intellectual property or proprietary information and all similar or related information (whether or not patentable and copyrightable and whether or not reduced to tangible form or practice) which are related to the business, research and development, or existing or future products or services of the Company Group and which are conceived, developed or made by Executive during and in the course of the Executive’s employment with the Company (collectively, “Work Product”, but excluding each of the preceding relating to the Outside Activities) shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C. §101 et seq., as amended) and owned exclusively by the Company Group. To the extent that any Work Product is not deemed to be a “work made for hire” under applicable law, and all right, title and interest in and to such Work Product have not automatically vested in the Company Group, Executive hereby (ai) irrevocably assigns, transfers and conveys, and shall assign transfer and convey, to the fullest extent permitted by applicable law, all right, title and interest in and to the Work Product on a worldwide basis to the Company Group (or such other person or entity as the Company Group shall designate), without further consideration, and (bii) waives all moral rights in or to all Work Product, and to the extent such rights may not be waived, agrees not to assert such rights against the Company or its respective licensees, successors, or assigns. For the avoidance of doubt, including without limitation pursuant to California Labor Code sections 2870 and 2872, Work Product does not include matters developed entirely on Executive’s own time without using any equipment, supplies, facilities, or Confidential Information of the Company or any of its affiliates; provided, however, Work Product does include, without exception, all Work Product that either (i) relates, at the time of conception or reduction to practice of such Work Product, to the business of any member of the Company Group, or actual or demonstrably anticipated research or development of any member of the Company Group, or (ii) result from any service or work performed by Executive to or for the benefit of any member of the Company Group. In order to permit the Company Group to claim rights to which it may be entitled, Executive agrees to promptly disclose to the Company Group in confidence all Work Product which the Executive makes arising out of the Executive’s employment with the Company Group. Executive shall assist the Company Group, at no cost to Executive, in obtaining patents on all Work Product patentable by the Company Group in the United States and in all foreign countries, and shall execute all documents and do all things reasonably necessary, at no cost to Executive and at the Company Group’s exclusive cost and expenseExecutive, to obtain letters patent, to vest the Company Group with full and extensive title thereto, and to protect the same against infringement by others.

Work Product Assignment. Executive agrees that any work product, intellectual property, developments, processes, inventions, ideas and discoveries, and works of authorship developed, designed, discovered, improved, authored, derived, invented or acquired by Executive during the period of and in the course of his employment by the Company made, conceived or completed by Executive during the term of Executive’s service, solely or jointly with others, which (i) are made with the Company Group’s equipment, supplies, facilities or Confidential Information, (ii) or which are related at the time of conception or reduction to practice purpose of the invention Invention to the business of any member of the Company Group or the Company Group’s actual or demonstrably anticipated research and development (other than, in the case of this clause (ii), for work related to the Outside Activities)development, or (iii) which result from any work performed by Executive for the Company Group, shall be the sole and exclusive property of the Company Group, and all trade secrets, Confidential Information, copyrightable works, works of authorship, and all patents, registrations or applications related thereto, all other intellectual property or proprietary information and all similar or related information (whether or not patentable and copyrightable and whether or not reduced to tangible form or practice) which are related to the business, research and development, or existing or future products or services of the Company Group and which are conceived, developed or made by Executive during and in the course of the Executive’s employment with the Company (collectively, “Work Product”, but excluding each of the preceding relating to the Outside Activities) shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C. §101 et seq., as amended) and owned exclusively by the Company Group. To the extent that any Work Product is not deemed to be a “work made for hire” under applicable law, and all right, title and interest in and to such Work Product have not automatically vested in the Company Group, Executive hereby (a) irrevocably assigns, transfers and conveys, and shall assign transfer and convey, to the fullest extent permitted by applicable law, all right, title and interest in and to the Work Product on a worldwide basis to the Company Group (or such other person or entity as the Company Group shall designate), without further consideration, and (b) waives all moral rights in or to all Work Product, and to the extent such rights may not be waived, agrees not to assert such rights against the Company or its respective licensees, successors, or assigns. For the avoidance of doubt, including without limitation pursuant to California Labor Code sections 2870 and 2872, Work Product does not include matters developed entirely on Executive’s own time without using any equipment, supplies, facilities, or Confidential Information of the Company or any of its affiliates; provided, however, Work Product does include, without exception, all Work Product that either (i) relates, at the time of conception or reduction to practice of such Work Product, to the business of any member of the Company Group, or actual or demonstrably anticipated research or development of any member of the Company Group, or (ii) result from any service or work performed by Executive to or for the benefit of any member of the Company Group. In order to permit the Company Group to claim rights to which it may be entitled, Executive agrees to promptly disclose to the Company Group in confidence all Work Product which the Executive makes arising out of the Executive’s employment with the Company Group. Executive shall assist the Company Group, at no cost to Executive, in obtaining patents on all Work Product patentable by the Company Group in the United States and in all foreign countries, and shall execute all documents and do all things reasonably necessary, at no cost to Executive and at the Company Group’s exclusive cost and expenseExecutive, to obtain letters patent, to vest the Company Group with full and extensive title thereto, and to protect the same against infringement by others.