Common use of Work Product Clause in Contracts

Work Product. For purposes of this Agreement Section 6, “Work Product” shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with Executive’s work. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company during Executive’s employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Executive’s “Work.” For purposes of this Agreement, “Work” shall mean (i) any direct assignments and required performance by or for the Company, and (ii) any other productive output that relates to the business of the Company and is produced during the course of Executive’s employment or engagement by the Company. For this purpose, Work may be considered present even after normal working hours, away from the Company’s premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Company’s Board, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the Company. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company (or if ownership of all rights therein do not otherwise vest exclusively in the Company immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the Company. Executive hereby irrevocably relinquishes for the benefit of the Company and its assigns any moral rights in the Work Product recognized by applicable law. The Company shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request of the Company, during or after Executive’s Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s ownership of the Work Product, including by (i) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii) providing testimony in connection with any proceeding affecting the rights of the Company in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his Work for the Company does not and will not in any way conflict with any obligations Executive may have with any prior employer or contractor. Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rights.

Appears in 8 contracts

Samples: Executive Employment Agreement (Texas Capital Bancshares Inc/Tx), Executive Employment Agreement (Texas Capital Bancshares Inc/Tx), Executive Employment Agreement (Texas Capital Bancshares Inc/Tx)

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Work Product. For purposes of this Agreement Section 6Paragraph 4, "Work Product" shall ------------ mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with Executive’s 's work. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company Employer during Executive’s 's employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Executive’s “my "Work." For purposes of this Agreement, "Work" shall mean (i1) any direct assignments and required performance by or for the CompanyEmployer, and (ii2) any other productive output that relates to the business of the Company Employer and is produced during the course of Executive’s 's employment or engagement by the CompanyEmployer. For this purpose, Work may be considered present even after normal working hours, away from the Company’s Employer's premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Company’s BoardBoard of Directors of Employer, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company Employer shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the CompanyEmployer. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company Employer (or if ownership of all rights therein do not otherwise vest exclusively in the Company Employer immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without with further consideration, the ownership thereof to the CompanyEmployer. Executive hereby irrevocably relinquishes for the benefit of the Company Employer and its assigns any moral rights in the Work Product recognized by applicable law. The Company Employer shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request of the CompanyEmployer, during or after Executive’s 's Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s Employer's ownership of the Work Product, including by (i1) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii2) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii3) providing testimony in connection with any proceeding affecting the rights of the Company Employer in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his Executive's Work for the Company Employer does not and will not in any way conflict with any remaining obligations Executive may have with any prior employer or contractor. Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s 's intellectual property rights.

Appears in 6 contracts

Samples: Employment Agreement (At Track Communications Inc), Employment Agreement (At Track Communications Inc), Employment Agreement (At Track Communications Inc)

Work Product. For purposes of this Agreement Section 6Paragraph 4, “Work Product” shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with ExecutiveEmployee’s work. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company Employer during ExecutiveEmployee’s employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Executive’s my “Work.” For purposes of this Agreement, “Work” shall mean (i1) any direct assignments and required performance by or for the CompanyEmployer, and (ii2) any other productive output that relates to the business of the Company Employer and is produced during the course of ExecutiveEmployee’s employment or engagement by the CompanyEmployer. For this purpose, Work may be considered present even after normal working hours, away from the CompanyEmployer’s premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Company’s BoardBoard of Directors of Employer, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company Employer shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the CompanyEmployer. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive Employee for hire for the Company Employer (or if ownership of all rights therein do not otherwise vest exclusively in the Company Employer immediately), Executive Employee agrees to assign, and upon creation thereof does hereby automatically assign, without with further consideration, the ownership thereof to the CompanyEmployer. Executive Employee hereby irrevocably relinquishes for the benefit of the Company Employer and its assigns any moral rights in the Work Product recognized by applicable law. The Company Employer shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive Employee agrees to perform upon the request of the CompanyEmployer, during or after ExecutiveEmployee’s Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the CompanyEmployer’s ownership of the Work Product, including by (i1) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii2) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii3) providing testimony in connection with any proceeding affecting the rights of the Company Employer in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive Employee warrants that his Employee’s Work for the Company Employer does not and will not in any way conflict with any remaining obligations Executive Employee may have with any prior employer or contractor. Executive Employee also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rights.

Appears in 5 contracts

Samples: Amended and Restated (Remote Dynamics Inc), Employment Agreement (Remote Dynamics Inc), Employment Agreement (Remote Dynamics Inc)

Work Product. For purposes of this Agreement Section 64, "Work Product" shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with Executive’s 's work. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company Employer during Executive’s 's employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Executive’s “my "Work." For purposes of this Agreement, "Work" shall mean (i1) any direct assignments and required performance by or for the CompanyEmployer, and (ii2) any other productive output that relates to the business of the Company Employer and is produced during the course of Executive’s 's employment or engagement by the CompanyEmployer. For this purpose, Work may be considered present even after normal working hours, away from the Company’s Employer's premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Company’s BoardBoard of Directors of Employer, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company Employer shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the CompanyEmployer. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company Employer (or if ownership of all rights therein do not otherwise vest exclusively in the Company Employer immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without with further consideration, the ownership thereof to the CompanyEmployer. Executive hereby irrevocably relinquishes for the benefit of the Company Employer and its assigns any moral rights in the Work Product recognized by applicable law. The Company Employer shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request of the CompanyEmployer, during or after Executive’s 's Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s Employer's ownership of the Work Product, including by (i1) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii2) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii3) providing testimony in connection with any proceeding affecting the rights of the Company Employer in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his Executive's Work for the Company Employer does not and will not in any way conflict with any remaining obligations Executive may have with any prior employer or contractor. Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s 's intellectual property rights.

Appears in 4 contracts

Samples: Employment Agreement (Remote Dynamics Inc), Employment Agreement (Remote Dynamics Inc), Employment Agreement (Remote Dynamics Inc)

Work Product. For purposes of this Agreement Section 67, “Work Product” shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with Executive’s work. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company during Executive’s employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Executive’s “Work.” For purposes of this Agreement, “Work” shall mean (i) any direct assignments and required performance by or for the Company, and (ii) any other productive output that relates to the business of the Company and is produced during the course of Executive’s employment or engagement by the Company. For this purpose, Work may be considered present even after normal working hours, away from the Company’s premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Company’s Board, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the Company. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company (or if ownership of all rights therein do not otherwise vest exclusively in the Company immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the Company. Executive hereby irrevocably relinquishes for the benefit of the Company and its assigns any moral rights in the Work Product recognized by applicable law. The Company shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request of the Company, during or after Executive’s Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s ownership of the Work Product, including by (i) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii) providing testimony in connection with any proceeding affecting the rights of the Company in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that that, to the best of his knowledge, his Work for the Company does not and will not in any way conflict with any obligations Executive may have with any prior employer the Company or contractor. Executive also agrees agrees, to the best of his ability, to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rights.

Appears in 3 contracts

Samples: Management Agreement (Firstcity Financial Corp), Management Agreement (Firstcity Financial Corp), Management Agreement (Firstcity Financial Corp)

Work Product. For purposes of this Agreement Section 610, “Work Product” shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, trademarks, trade names, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with ExecutiveEmployee’s work. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company during ExecutiveEmployee’s employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of ExecutiveEmployee’s “Work.” For purposes of this Agreement, “Work” shall mean (i) any direct assignments and required performance by or for the Company, and (ii2) any other productive output that relates to the business of the Company and is produced during the course of ExecutiveEmployee’s employment or engagement by the Company. For this purpose, Work may be considered present even after normal working hours, away from the Company’s premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Chief Executive Officer of the Company’s Board, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the Company. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive Employee for hire for the Company (or if ownership of all rights therein do not otherwise vest exclusively in the Company immediately), Executive Employee agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the Company. Executive Employee hereby irrevocably relinquishes for the benefit of the Company and its assigns any moral rights in the Work Product recognized by applicable law. The Company shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive Employee agrees to perform upon the request of the Company, during or after ExecutiveEmployee’s Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s ownership of the Work Product, including by (i1) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii2) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii3) providing testimony in connection with any proceeding affecting the rights of the Company in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his Work for the Company does not and will not in any way conflict with any obligations Executive may have with any prior employer or contractor. Executive Employee also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rights.

Appears in 2 contracts

Samples: Employment Agreement (Investools Inc), Employment Agreement (Investools Inc)

Work Product. For purposes of this Agreement Section 68, “Work Product” shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with Executive’s work. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company during Executive’s employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Executive’s “Work.” For purposes of this Agreement, “Work” shall mean (i) any direct assignments and required performance by or for the Company, and (ii) any other productive output that relates to the business of the Company and is produced during the course of Executive’s employment or engagement by the Company. For this purpose, Work may be considered present even after normal working hours, away from the Company’s premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Company’s Board, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the Company. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company (or if ownership of all rights therein do not otherwise vest exclusively in the Company immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the Company. Executive hereby irrevocably relinquishes for the benefit of the Company and its assigns any moral rights in the Work Product recognized by applicable law. The Company shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request of the Company, during or after Executive’s Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s ownership of the Work Product, including by (i) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii) providing testimony in connection with any proceeding affecting the rights of the Company in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his Work for the Company does not and will not in any way conflict with any obligations Executive may have with any prior employer the Company or contractor. Executive also agrees agrees, to the best of his ability, to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rights.

Appears in 2 contracts

Samples: Management Employment Agreement (Firstcity Financial Corp), Management Employment Agreement (Firstcity Financial Corp)

Work Product. For purposes of this Agreement Section 6, “Work Product” shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with Executive’s work. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company during Executive’s employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Executive’s “Work.” For purposes of this Agreement, “Work” shall mean (i) any direct assignments and required performance by or for the Company, and (ii) any other productive output that relates to the business of the Company and is produced during the course of Executive’s employment or engagement by the Company. For this purpose, Work may be considered present even after normal working hours, away from the Company’s premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Company’s Board, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the Company. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company (or if ownership of all rights therein do not otherwise vest exclusively in the Company immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the Company. Executive hereby irrevocably relinquishes for the benefit of the Company and its assigns any moral rights in the Work Product recognized by applicable law. The Company shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request of the Company, during or after Executive’s Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s ownership of the Work Product, including by (i) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii) providing testimony in connection with any proceeding affecting the rights of the Company in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his her employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his her Work for the Company does not and will not in any way conflict with any obligations Executive may have with any prior employer or contractor. Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rights.

Appears in 1 contract

Samples: Executive Employment Agreement (Texas Capital Bancshares Inc/Tx)

Work Product. For purposes of this Agreement Section 68, “Work Product” shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, trademarks, trade names, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with Executive’s workwork or using the Company’s materials. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company during Executive’s employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Executive’s “Work.” For purposes of this Agreement, “Work” shall mean (i1) any direct assignments and required performance by or for the Company, and (ii2) any other productive output that relates to the business of the Company and is produced during the course of Executive’s employment or engagement by the Company. For this purpose, Work may be considered present even after normal working hours, away from the Company’s premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Chief Executive Officer or the Board of Directors of the Company’s Board, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the Company. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company (or if ownership of all rights therein do not otherwise vest exclusively in the Company immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the Company. Executive hereby irrevocably relinquishes for the benefit of the Company and its assigns any moral rights in the Work Product recognized by applicable law. The Company shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request of the Company, during or after Executive’s Work or employmentemployment with the Company, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s ownership of the Work Product, including by (i1) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii2) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii3) providing testimony in connection with any proceeding affecting the rights of the Company in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his Work for the Company does not and will not in any way conflict with any obligations Executive may have with any prior employer or contractor. Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rights.

Appears in 1 contract

Samples: Employment Agreement (Investools Inc)

Work Product. For purposes of this Agreement Section 6All work product, “Work Product” shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, patentable inventions, discoveries and other intellectual property rights discoveries, applications, production methods, software (in any programmingform including source code and object code), designalgorithms, application programming interfaces and all designs, processes, techniques, and ideas unique and proprietary to the APEXWare product suite and all formulae, documentation, technologyflow charts, trade-marks, and derivative works or other work product that is created in connection with Executive’s work. In addition, all rights in improvements related to any preexisting programming, design, documentation, technology, or other Work Product provided to the Company during Executive’s employment shall automatically become part of the Work Product hereunderforgoing, whether or not it arises specifically out of Executive’s “Work.” For purposes of this Agreement, “Work” shall mean (i) any direct assignments and required performance by patentable or for the Company, and (ii) registrable under copyright or any other productive output form of intellectual property protection, that relates to the business of the Company and is produced during the course of Executive’s employment Employee conceives or engagement by the Company. For this purposeconceived, Work may be considered present even after normal working hoursdeveloped, away from the Company’s premises, on an unsupervised basiscreated or maintained, alone or with others. Unless otherwise approved in writing , while employed under this Agreement and thereafter or with the Corporation prior to this Agreement (collectively, the “Work Product”) and all Confidential Information maintained by the Company’s BoardEmployee during employment, this Agreement at all times, shall apply to all Work Product created be owned by the Corporation as the first owner of copyright, shall be considered as authored by the Corporation, shall remain the exclusive property of the Corporation and shall be "work made in connection with all Work conducted before or after the date course of this Agreementemployment" under copyright laws. The Company shall own all rights All copyright in the Work Product. To this endProduct and all other right, all title and interest (including patent, trade-xxxx and design rights) in the Work Product shall be considered work made for hire for unconditionally and irrevocably assigned by the CompanyEmployee to the Corporation. If The Employee shall promptly disclose any such Work Product to the Corporation and perform all actions reasonably required by the Corporation at any time to establish and confirm the ownership of the Work Product may notby the Corporation (including all assignments, by operation consents, powers of law or agreementattorneys, be considered Work made by Executive for hire for the Company (or if ownership of all rights therein do not otherwise vest exclusively in the Company immediatelyapplications and other instruments), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the Company. Executive The Employee hereby irrevocably relinquishes for and unconditionally waives in perpetuity any moral rights, droit morale or similar rights under the benefit laws of any jurisdiction that Employee may have with respect to Work Product and acknowledges that this waiver may be invoked by all licensees and assignees of the Company and its assigns Corporation. The Employee shall not institute any moral rights in action on the ground that any change, deletion, addition or other use of the Work Product recognized by applicable lawviolates such rights. The Company shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request of the Company, during or after Executive’s Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s ownership of the Work Product, including by (i) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii) providing testimony in connection with any proceeding affecting the rights of the Company in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his Work for the Company does not and will not in any way conflict with any obligations Executive may have with any prior employer or contractor. Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rights.Table Of Contents

Appears in 1 contract

Samples: Employment Agreement (DecisionPoint Systems, Inc.)

Work Product. For purposes of this Agreement Section 612, “Work Product” shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, trademarks, trade names, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with Executive’s workwork or using the Company’s materials. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company during Executive’s employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Executive’s “Work.” For purposes of this Agreement, “Work” shall mean (i1) any direct assignments and required performance by or for the Company, and (ii2) any other productive output that relates to the business of the Company and is produced during the course of Executive’s employment or engagement by the Company. For this purpose, Work may be considered present even after normal working hours, away from the Company’s premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Chief Executive Officer or the Board of Directors of the Company’s Board, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the Company. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company (or if ownership of all rights therein do not otherwise vest exclusively in the Company immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the Company. Executive hereby irrevocably relinquishes for the benefit of the Company and its assigns any moral rights in the Work Product recognized by applicable law. The Company shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request of the Company, during or after Executive’s Work or employmentemployment with the Company, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s ownership of the Work Product, including by (i1) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii2) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii3) providing testimony in connection with any proceeding affecting the rights of the Company in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his Work for the Company does not and will not in any way conflict with any obligations Executive may have with any prior employer or contractor. Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rights.

Appears in 1 contract

Samples: Employment Agreement (Investools Inc)

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Work Product. For purposes of this Agreement Section 64, "Work Product" shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with Executive’s 's work. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company Employer during Executive’s 's employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Executive’s “'s "Work." For purposes of this Agreement, "Work" shall mean (i) any direct assignments and required performance by or for the CompanyEmployer, and (ii) any other productive output that relates to the business of the Company Employer and is produced during the course of Executive’s 's employment or engagement by the CompanyEmployer. For this purpose, Work may be considered present even after normal working hours, away from the Company’s Employer's premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Company’s Board, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company Employer shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the CompanyEmployer. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company Employer (or if ownership of all rights therein do not otherwise vest exclusively in the Company Employer immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the CompanyEmployer. Executive hereby irrevocably relinquishes for the benefit of the Company Employer and its assigns any moral rights in the Work Product recognized by applicable law. The Company Employer shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request of the CompanyEmployer, during or after Executive’s 's Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s Employer's ownership of the Work Product, including by (i) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii) providing testimony in connection with any proceeding affecting the rights of the Company Employer in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company Employer has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his Work for the Company Employer does not and will not in any way conflict with any obligations Executive may have with any prior employer or contractor. Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s 's intellectual property rights.

Appears in 1 contract

Samples: Executive Employment Agreement (Texas Capital Bancshares Inc/Tx)

Work Product. For purposes of this Agreement Section 67, "Work Product" shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, trademarks, trade names, licenses, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with ExecutiveEmployee’s work. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company Employer during ExecutiveEmployee’s employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of ExecutiveEmployee’s Work.” . For purposes of this Agreement, "Work" shall mean (i) any direct assignments and required performance by or for the CompanyEmployer, and (ii) any other productive output that specifically relates to the business of the Company Employer and is produced during the course of ExecutiveEmployee’s employment or engagement by the CompanyEmployer. For this purpose, Work may be considered present even after normal working hours, away from the CompanyEmployer’s premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Company’s Board, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company Employer shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the CompanyEmployer. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive Employee for hire for the Company Employer (or if ownership of all rights therein do not otherwise vest exclusively in the Company Employer immediately), Executive Employee agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the CompanyEmployer. Executive Employee hereby irrevocably relinquishes for the benefit of the Company Employer and its assigns any moral rights in the Work Product recognized by applicable law. The Company Employer shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive Employee agrees to perform upon the request of the CompanyEmployer, during or after ExecutiveEmployee’s Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the CompanyEmployer’s ownership of the Work Product, including by (i) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii) obtaining and/or aiding (provided, however, without any requirement of Employee to expend funds or incur liabilities or expenses in such aid to Employer) in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii) providing testimony in connection with any proceeding affecting the rights of the Company Employer in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will Employee shall be reasonably compensated for actual time spent providing such servicesall assistance provided to Employer under this Section 7 at the rate of USD $300 per hour and shall be reimbursed by Employer for any and all reasonable expenses and costs incurred by Employee in connection with its post-employment fulfillment of the provisions of this Section 7. Executive warrants that his Work Employer’s obligations and Employee’s rights under the immediately preceding sentence shall survive the termination of this agreement for the Company does not and will not in any way conflict with any obligations Executive may have with any prior employer or contractor. Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rightsreason.

Appears in 1 contract

Samples: Employee Confidentiality and Noncompetition Agreement (Capital Southwest Corp)

Work Product. For purposes of this Agreement Section 69, “Work Product” shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, trademarks, trade names, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with Executive’s workwork for the Company or using the Company’s materials. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company during Executive’s employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Executive’s Work.” . For purposes of this Agreement, “Work” shall mean (i1) any direct assignments and required performance by or for the Company, and (ii2) any other productive output that relates to the business of the Company and is produced during the course of Executive’s employment or engagement by the Company. For this purpose, Work may be considered present even after normal working hours, away from the Company’s premises, on an unsupervised basis, alone or with othersothers if it relates to the Business. Unless otherwise approved in writing by the Chief Executive Officer or the Board of Directors of the Company’s Board, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the Company. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company (or if ownership of all rights therein do not otherwise vest exclusively in the Company immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the Company. Executive hereby irrevocably relinquishes for the benefit of the Company and its assigns any moral rights in the Work Product recognized by applicable law. The Company shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request of the Company, during or after Executive’s Work or employmentemployment with the Company, such further standalone acts as may be necessary or desirable to transfer, perfect, and defend the Company’s ownership of the Work Product, including by (i1) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii2) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii3) providing testimony in connection with any proceeding affecting the rights of the Company in any Work Product. In However, in the event that Executive is required to perform completing the services acts described above in this third paragraph after his employment with of Section 9 exceeds a “Reasonable Period” of time, the Company has terminatedshall pay the Executive, $200 per hour for such post-termination work by him which exceeds this Reasonable Period. For purposes of this Agreement, Reasonable Period shall be defined as any amount of work completed by the Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his Work for which exceeds 30 hours in the Company does not and will not in any way conflict with any obligations Executive may have with any prior employer or contractor. Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rightsaggregate, post-termination.

Appears in 1 contract

Samples: Executive Employment Agreement (Investools Inc)

Work Product. For purposes of this Agreement Section 69, “Work Product” shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, trademarks, trade names, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with Executive’s workwork or using the Company’s materials. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company during Executive’s employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Executive’s “Work.” For purposes of this Agreement, “Work” shall mean (i1) any direct assignments and required performance by or for the Company, and (ii2) any other productive output that relates to the business of the Company and is produced during the course of Executive’s employment or engagement by the Company. For this purpose, Work may be considered present even after normal working hours, away from the Company’s premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Company’s Chief Executive Officer or the Board, this Agreement shall apply to all Work Product created in connection with all ail Work conducted before or after the date of this Agreement. The Company shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the Company. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company (or if ownership of all rights therein do not otherwise vest exclusively in the Company immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the Company. Executive hereby irrevocably relinquishes for the benefit of the Company and its assigns any moral rights in the Work Product recognized by applicable law. The Company shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request of the Company, during or after Executive’s Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s ownership of the Work Product, including by (i) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii) providing testimony in connection with any proceeding affecting the rights of the Company in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his Work for the Company does not and will not in any way conflict with any obligations Executive may have with any prior employer or contractor. Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rights.

Appears in 1 contract

Samples: Employment Agreement (CytoCore Inc)

Work Product. For purposes of this Agreement Section 610, “Work Product” shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, trademarks, trade names, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with Executive’s work. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company during Executive’s employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Executive’s “Work.” For purposes of this Agreement, “Work” shall mean (i) any direct assignments and required performance by or for the Company, and (ii2) any other productive output that relates to the business of the Company and is produced during the course of Executive’s employment or engagement by the Company. For this purpose, Work may be considered present even after normal working hours, away from the Company’s premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Chief Executive Officer of the Company’s Board, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the Company. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company (or if ownership of all rights therein do not otherwise vest exclusively in the Company immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the Company. Executive hereby irrevocably relinquishes for the benefit of the Company and its assigns any moral rights in the Work Product recognized by applicable law. The Company shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request of the Company, during or after Executive’s Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s ownership of the Work Product, including by (i1) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii2) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii3) providing testimony in connection with any proceeding affecting the rights of the Company in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his Executive’s Work for the Company does not and will not in any way conflict with any remaining obligations Executive may have with any prior or current employer or contractor. Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rights.

Appears in 1 contract

Samples: Executive Employment Agreement (Investools Inc)

Work Product. Employee grants to the Company, and the Company accepts, Employee’s entire right, title and interest in and to the Work Product (as defined below) and in and to all patents, copyrights, trade secrets and other proprietary rights in or based on the Work Product. Employee grants to the Company, and the Company accepts, an unlimited, unrestricted, royalty-free, fully paid-up, worldwide and exclusive right and license, with the right to grant licenses and sublicenses to others without accounting to Employee, under the Background Rights (as defined below) and all proprietary rights therein or based thereon. Employee agrees that if the Work Product or any portion thereof is copyrightable, it shall be deemed to be a “work made for hire,” as such term is defined in the Copyright Laws of the United States. Employee shall cooperate with the Company or its designees and execute documents of assignment, oaths, declaration and other documents, prepared by the Company, to effect the foregoing or to perfect or enforce any proprietary rights resulting from or related to this Agreement. Such cooperation and execution shall be at no additional compensation to Employee; provided, however, the Company shall reimburse Employee for reasonable out-of-pocket expenses incurred at the specific request of the Company. For purposes of this Agreement Section 6provision, the following definitions shall apply: (a) “Work Product” shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, patentable inventions, discoveries and other intellectual property rights in any programming, designdata, documentation, technologysoftware and information, in whatever form, first produced or other created by Employee or for Employee as a result of or related to the performance of work product that is created in connection or the rendition of services under this Agreement or under any prior agreement with Executive’s work. In additionthe Company including, but not limited to, work or services performed by Employee as an independent contractor for the Company; and (b) “Background Rights” shall mean all rights in any preexisting programming, designdata, documentation, technologysoftware and information, in whatever form, not first produced or other Work Product provided created by Employee or for Employee as a result of or related to the Company during Executive’s employment shall automatically become part performance of work or the rendition of services under this Agreement or under any prior Agreement with the Company, but included in, necessary, useful or utilizable in or with the Work Product hereunder, whether or not it arises specifically out of Executive’s “Workany portion thereof.” For purposes of this Agreement, “Work” shall mean (i) any direct assignments and required performance by or for the Company, and (ii) any other productive output that relates to the business of the Company and is produced during the course of Executive’s employment or engagement by the Company. For this purpose, Work may be considered present even after normal working hours, away from the Company’s premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Company’s Board, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the Company. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company (or if ownership of all rights therein do not otherwise vest exclusively in the Company immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the Company. Executive hereby irrevocably relinquishes for the benefit of the Company and its assigns any moral rights in the Work Product recognized by applicable law. The Company shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request of the Company, during or after Executive’s Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s ownership of the Work Product, including by (i) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii) providing testimony in connection with any proceeding affecting the rights of the Company in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his Work for the Company does not and will not in any way conflict with any obligations Executive may have with any prior employer or contractor. Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rights.

Appears in 1 contract

Samples: Agreement (Bio Reference Laboratories Inc)

Work Product. For purposes of this Agreement Section 610, "Work Product" shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, trademarks, trade names, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with Executive’s 's work. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company during Executive’s 's employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Executive’s “'s "Work." For purposes of this Agreement, "Work" shall mean (i1) any direct assignments and required performance by or for the Company, and (ii2) any other productive output that relates to the business of the Company and is produced during the course of Executive’s 's employment or engagement by the Company. For this purpose, Work may be considered present even after normal working hours, away from the Company’s 's premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Chief Executive Officer of the Company’s Board, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the Company. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company (or if ownership of all rights therein do not otherwise vest exclusively in the Company immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the Company. Executive hereby irrevocably relinquishes for the benefit of the Company and its assigns any moral rights in the Work Product recognized by applicable law. The Company shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request of the Company, during or after Executive’s 's Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s 's ownership of the Work Product, including by (i1) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii2) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii3) providing testimony in connection with any proceeding affecting the rights of the Company in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his Work for the Company does not and will not in any way conflict with any obligations Executive may have with any prior employer or contractor. Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s 's intellectual property rights.

Appears in 1 contract

Samples: Thinkorswim Group Inc.

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