Documents and Other Materials. I will keep and maintain adequate and current records of all Proprieta ryInformation andCompan y-Related Developm ents conceived by me, which records wi ll be available to and remain the sole property of the Compan y at all times. All files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, model s, prototy pes, materials or other written, photographic or other tangible material containing or embodyi ng Proprietary Inform ation, whether created by me or others, wh ich come into m y custody or possession, a re the exclusive property of the Com pany to be used by m e only in the performance of my duties for the Company. ln the event of the termination of my employment for any reason , I will deliver to the Company all of the foregoing, and all other m aterials of any nature pertaining to the Proprietary Information of the ompa ny and _to m y work, and w ill not take or keep m my possessiOn any of the foregoing or any copies. Any property situated on the Compan y's premises and owned by the Company, including laboratory space, computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time w ith or without notice. months thereafter. I acknow ledge that all work performed by me as a n employee of the Company is on a "work for hire" basis. I hereby waive all claims to any moral rights or other special rights which I may have or accrue in any Com pany-Related Developments. "Developments" mean inventions, discoveries, design s, developments,methods, modifications, improvements, processes, biological or chemical materi als, algorithms, data bases, computer programs, formulae, techniques, trade secrets, graphics or images, audio or v isual works, and other works of authorship. To preclude any possible uncertainty, I have set forth on Appendix A attached hereto a complete list of Developments conceived by me before my employm ent that are not Company-Related Developments ("Prior Inventions"). I have also listed on Appendix A all patent rights of wh ich I am an inventor, other than those contained within Intellectual Property Rights ("Other Patent Rights"). If no such disclosure is attached, I represent that there are no Prior In ventions or Other Patent Rights. If, in the course of my employment with the Company, I incorporate a Prior In vention into a Company prod uct, process or resea rch or developm ent program or other work done for th e Company, l hereby gra nt to the Company a nonexclusive, royalty-fi·ee, fully paid-up, irrevocable, perpetual, worldwide license (w ith the full right to sublicense through multiple tiers) to make, have made, modify, use, offer for sale, 7. Enforcement of Intellectual Property Rights. I will cooperate fully with the Company, both during a nd after my employment w ith the Compa ny, with respect to the procurement, m intenance and enforcement of Intellectual Property R1ghts, as well as all other patent rights, trademarks, copy rights and oth er intellectual property rights in all countries and territories worldwide owned by or licensed to the Com pany. I w ill sign, both during a nd after the term of th is Agreem ent, a ll papers, including copyright applications, patent applications, priority rights, Com pan y may declarations, oaths, assignments of and powers of attorney, which the import and sell such Prior Invention. deem necessary or desirable in order to protect its rights and interests in any Company-Related Development or Intellectual Property Rights. If the Compan y is unable, after reasonabl e effort, to secure Notwithstanding the foregoing, I wi ll not incorporate, or permit to be incorporated , Prior Inventions in any Company-Related Development w ithout the Compa ny's prior written consent. y si gnature on any such papers, I hereby Irrevocabl y designate and a ppoint each officer of the
Appears in 2 contracts
Samples: Assignment Agreement (Scholar Rock Holding Corp), Assignment Agreement (Scholar Rock Holding Corp)
Documents and Other Materials. I will keep and maintain adequate and current records of all Proprieta ryInformation andCompan yProprietary Information and Company-Related Developm ents Developments conceived by me, which records wi ll will be available to and remain the sole property of the Compan y Company at all times. memoranda, reports, All files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposalspropos_als, specification sheets, program listings, blueprintsblueprmts, model smodels, prototy pesprototypes, materials or other written, photographic or other tangible material containing or embodyi ng embodying Proprietary Inform ationInformation, whether created by me or others, wh ich which come into m y my custody or possession, a re are the exclusive property of the Com pany Company to be used by m e me only in the performance of my duties for the Company. ln In the event of the termination of my employment for any reason reason, I will deliver to the Company all of the foregoing, and all other m aterials materials of any nature pertaining to the Proprietary Information of the ompa ny Company and _to m y my work, and w ill will not take or keep m in my possessiOn possession any of the foregoing or any copies. Any property situated on the Compan yCompany's premises and owned by the Company, including laboratory space, computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time w ith with or without notice. months thereafter. I acknow ledge acknowledge that all work performed by me as a n an employee of the Company is on a "work for tor hire" basis. I hereby waive all claims to any moral rights or other special rights which I may have or accrue in any Com panyCompany-Related Developments. "discoveries, ''Developments" mean inventions, discoveries, design sdesigns, developments,, methods, biological databases, modifications, improvements, processes, biological or chemical materi alsmaterials, algorithms, data bases, computer programs, formulae, techniques, trade secrets, graphics or images, audio or v isual visual works, and other works of authorship. To preclude any possible uncertainty, I have set forth on Appendix A attached hereto a complete list of Developments conceived by me before my employm ent Company-Related Developmentsconceived by employment that are not Company-Related Developments ("Prior Inventions"''). I have also listed on Appendix A all patent rights of wh ich which I am an Enforcement of Intellectual Property 7. inventor, ,other than those contained within Rights. I will cooperate fully with the Company, both during and after my employment with the Intellectual Property Rights ("Other Patent Rights"). If no such disclosure is attached, I represent that there are no Prior In ventions Inventions or Other Patent Rights. If, in the he course of my employment with the Company, I incorporate mcorporate a Prior In vention Invention into a Company prod uctproduct, process or resea rch research or developm ent development program or other work done for th e the Company, l I hereby gra nt grant to the Company a nonexclusive, royalty-fi·eetree, fully fullv paid-up, irrevocable, perpetual, worldwide license licens (w ith with the full right to sublicense through multiple tierst1ers) to make, have made, . modify, . use, offer for sale, 7. Enforcement of Intellectual Property Rights. I will cooperate fully with the Company, both during a nd after my employment w ith the Compa ny, with respect to the procurement, m intenance maintenance and enforcement of Intellectual Property R1ghtsRights, as well as all other patent rights, trademarks, copy rights copyrights and oth er other intellectual property rights in all countries and territories worldwide owned by bv or licensed to the Com panyCompany. I w ill will sign, both during a nd and after the term of th is Agreem entthis Agreement, a ll all papers, including copyright applications, patent applications, priority rights, Com pan y Company may declarations, . oaths, assignments of and powers of attorney, which the import and sell such Prior Invention. deem necessary or desirable in order to protect its rights and interests in any Company-Related Development or Intellectual Property Rights. If the Compan y Company is unable, after reasonabl e reasonable effort, to secure my signature on any such papers, I hereby irrevocably designate and appoint each officer of the Notwithstanding the foregoing, . I wi ll will not incorporate, or permit to be incorporated incorporated, Prior Inventions in any Company-Related Development w ithout without the Compa nyCompany's prior written consent. y si gnature on 2 NON-COMPETITION, NON-SOLICITATION, CONFIDENTIALITY AND ASSIGNMENT AGREEMENT such agreements or regarding the confidential nature of such work. I agree to comply with any such papersobligations or restrictions upon the direction of the Company. In addition to the rights assigned under Section 5, I also assign to the Company (or any of its nominees) all rights which I have or acquired in any Developments, full title to which is required to be in the United States under any contract between the Company and the United States or any of its agencies. Company as my agent and attorney-in-fact to execute any such papers on my be xxx x. and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in the same. 8. Non-Competition and Non-Solicitation. In order to protect the Company's Proprietary Information and good will, during my employment and for a period of twelve (12) months following the termination of my employment for any reason (the "Restricted Period"), I will not directly or indirectly, whether as owner, partner, shareholder, director, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any business activity anywhere in the world that develops. manufactures or markets products or services in the Company's Field of Business (as defined below). or that develops or manufactures any products. or performs any services, that are otherwise competitive with the products or services of the Company, or products or services that the Company has under development or that were the subject of active planning during the last twelve ( 12) months of my employment; provided that this will not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such xxxxxxx.Xx addition, during the Restricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Company, (a) call upon, solicit, divert or take away any of the customers, business or prospective customers of the Company or any of its suppliers, and/or (b) solicit, entice or attempt to persuade any other employee or consultant of the Company to leave the services of the Company for any reason. I acknowledge and agree that if I violate any of the provisions of this Section 8, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). For purposes of this Section, the Company's Field of Business shall mean research. discovery, design, manufacture, I 0. Prior Agreements. I hereby Irrevocabl y designate represent that, except as I have fully disclosed previously in writing to the Company, I am not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of my employment with the Company or to retrain from competing, directly or indirectly, with the business of such previous employer or any other party. I further represent that my performance of all the terms of this Agreement as an employee of the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by me in confidence or in trust prior to my employment with the Company. I will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others. II. Remedies Upon Breach. I understand that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and I consider them to be reasonable for such purpose. Any breach of this Agreement is likely to cause the Company substantial and irrevocable damage and therefore, in the event of such breach, the Company, in addition to such other remedies which may be available, will be entitled to specific performance and other injunctive relief. 12. Use of Voice, Image and Likeness. I give clinical development, seeking of regulatory the Company permission to use my voice, image or likeness, with or without using my name, for the purposes of advertising and promoting the Company, or for other purposes deemed appropriate by the Company in its reasonable discretion, except to the extent expressly prohibited by law. approvals, marketing and/or commercialization of (i) antibodies, (ii) antigens or (iii) engineered protein-or amino acid-based agents for all uses and indications in humans or animals that act through modulation (including either as agonists or antagonists) of the activity of protein growth factors belonging to the Transforming Growth Factor-superfamily. 13. Publications and Public Statements. I will obtain the Company's written approval before publishing or submitting for publication any material that relates to my work at the Company and/or incorporates any Proprietary Information. To ensure that the Company delivers a ppoint each officer consistent message about its products, services and operations to the public, 9. Government Contracts. I acknowledge that the Company may have trom time to time agreements with other persons or with the United States Government or its agencies which impose obligations or restrictions on the Company regarding inventions made during the course of thework under 3
Appears in 2 contracts
Samples: Scholar Rock Holding Corp, Scholar Rock Holding Corp
Documents and Other Materials. I will keep and maintain adequate and current records of all Proprieta ryInformation andCompan y-Related Developm ents conceived Confidential Information and Intellectual Property developed by meme during my employment, which records wi ll will be available to and remain the sole property of the Compan y Company Entities at all times. All Subject to Section 5, all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, model smodels, prototy pesprototypes, materials or other written, photographic or other tangible or electronic material containing or embodyi ng Proprietary Inform ationConfidential Information, whether created by me or others, wh ich which come into m y my custody or possession, a re are the exclusive property of the Com pany Company Entities to be used by m e me only in the performance of my duties for the Company. ln the event of the termination of my employment for any reason Employer, I will deliver to the other Company all of the foregoingEntities and WT Advised Issuers, and all other m aterials of any nature pertaining to the Proprietary Information of the ompa ny and _to m y work, and w ill not take or keep m my possessiOn any of the foregoing or any copiesas applicable. Any property situated on the Compan y's Company Entities’ premises or saved on the Company Entities’ technology systems and databases and owned by the CompanyCompany Entities, including laboratory spacewithout limitation desktop or laptop computers, computerstablets, disks and other storage media, filing cabinets or other work areasareas or on the Company Entities’ networks or servers, is subject to inspection by the Company Entities at any time w ith with or without notice. months thereafter. In the event of the termination of my employment for any reason, I acknow ledge that will deliver to the Company Entities all work performed by me as a n employee property and equipment of the Company is on a "work for hire" basis. I hereby waive Entities in my possession, custody or control, including all claims to any moral rights files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, blueprints, models, prototypes, or other special rights which I may have written, photographic or accrue in any Com pany-Related Developments. "Developments" mean inventions, discoveries, design s, developments,methods, modifications, improvements, processes, biological other tangible or chemical materi als, algorithms, data bases, computer programs, formulae, techniques, trade secrets, graphics or images, audio or v isual workselectronic material containing Confidential Information, and other works materials of authorship. To preclude any possible uncertainty, I have set forth on Appendix A attached hereto a complete list of Developments conceived by me before my employm ent that are not Company-Related Developments ("Prior Inventions"). I have also listed on Appendix A all patent rights of wh ich I am an inventor, other than those contained within Intellectual Property Rights ("Other Patent Rights"). If no such disclosure is attached, I represent that there are no Prior In ventions or Other Patent Rights. If, in the course of my employment with the Company, I incorporate a Prior In vention into a Company prod uct, process or resea rch or developm ent program or other work done for th e Company, l hereby gra nt nature pertaining to the Confidential Information of the Company a nonexclusiveEntities and WT Advised Issuers and to my work, royalty-fi·ee, fully paid-up, irrevocable, perpetual, worldwide license (w ith and will not take or keep in my possession any of the full right to sublicense through multiple tiers) to make, have made, modify, use, offer for sale, 7. Enforcement of Intellectual Property Rights. I will cooperate fully with the Company, both during a nd after my employment w ith the Compa ny, with respect to the procurement, m intenance and enforcement of Intellectual Property R1ghts, as well as all other patent rights, trademarks, copy rights and oth er intellectual property rights in all countries and territories worldwide owned by foregoing or licensed to the Com pany. I w ill sign, both during a nd after the term of th is Agreem ent, a ll papers, including copyright applications, patent applications, priority rights, Com pan y may declarations, oaths, assignments of and powers of attorney, which the import and sell such Prior Invention. deem necessary or desirable in order to protect its rights and interests in any Company-Related Development or Intellectual Property Rights. If the Compan y is unable, after reasonabl e effort, to secure Notwithstanding the foregoing, I wi ll not incorporate, or permit to be incorporated , Prior Inventions in any Company-Related Development w ithout the Compa ny's prior written consent. y si gnature on any such papers, I hereby Irrevocabl y designate and a ppoint each officer of thecopies.
Appears in 1 contract
Documents and Other Materials. I will keep and maintain adequate and current records of all Proprieta ryInformation andCompan y-Related Developm ents conceived Proprietary Information and Company - related developments developed by meme during my employment, which records wi ll will be available to and remain the sole property of the Compan y Company at all times. All files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, model s, prototy pes, materials or other written, photographic or other tangible material containing or embodyi ng Proprietary Inform ationInformation, whether created by me or others, wh ich which come into m y my custody or possession, a re are the exclusive property of the Com pany Company to be used by m e me only in the performance of my duties for the Company. ln the event of the termination of my employment for any reason , I will deliver to the Company all of the foregoing, and all other m aterials of any nature pertaining to the Proprietary Information of the ompa ny and _to m y work, and w ill not take or keep m my possessiOn any of the foregoing or any copies. Any property situated on the Compan yCompany's premises and owned by the Company, including laboratory space, without limitation computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time w ith with or without notice. months thereafter. In the event of the termination ofmy employment for any reason, I acknow ledge that will deliver to the Company all work performed by me as a n employee Company property and equipment in my possession, custody or control, including all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, or other written, photographic or other tangible material containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company is on a "work for hire" basis. I hereby waive all claims and to any moral rights or other special rights which I may have or accrue in any Com pany-Related Developments. "Developments" mean inventions, discoveries, design s, developments,methods, modifications, improvements, processes, biological or chemical materi als, algorithms, data bases, computer programs, formulae, techniques, trade secrets, graphics or images, audio or v isual worksmy work, and other works will not take or keep in my possession any of authorshipthe foregoing or any copies. To preclude any possible uncertainty6. Nonsolicitation and Noncom p etition . In order to protect the Company's Proprietary Information and goodwill, I have set forth on Appendix A attached hereto during my employment and for a complete list period of: (i) one year following the date of Developments conceived by me before my employm ent that are not Company-Related Developments ("Prior Inventions"). I have also listed on Appendix A all patent rights of wh ich I am an inventor, other than those contained within Intellectual Property Rights ("Other Patent Rights"). If no such disclosure is attached, I represent that there are no Prior In ventions or Other Patent Rights. If, in the course cessation of my employment with the Company, Company (the "Last Date of Em p lo ym ent") or such shorter period as the Company designates in writing to me in connection with the ending of my employment relationship; or (ii) two years following the Last Date of Employment if I incorporate a Prior In vention into a Company prod uct, process or resea rch or developm ent program or other work done for th e Company, l hereby gra nt breach my fiduciary duty to the Company a nonexclusiveor if I have unlawfully taken, royalty-fi·eephysically or electronically, fully paid-up, irrevocable, perpetual, worldwide license (w ith the full right to sublicense through multiple tiers) to make, have made, modify, use, offer for sale, 7. Enforcement of Intellectual Property Rights. I will cooperate fully with the Company, both during a nd after my employment w ith the Compa ny, with respect property belonging to the procurement, m intenance and enforcement of Intellectual Property R1ghts, as well as all other patent rights, trademarks, copy rights and oth er intellectual property rights Company (in all countries and territories worldwide owned by or licensed to either case the Com pany. I w ill sign, both during a nd after the term of th is Agreem ent, a ll papers, including copyright applications, patent applications, priority rights, Com pan y may declarations, oaths, assignments of and powers of attorney, which the import and sell such Prior Invention. deem necessary or desirable in order to protect its rights and interests in any Company-Related Development or Intellectual Property Rights. If the Compan y is unable, after reasonabl e effort, to secure Notwithstanding the foregoing, I wi ll not incorporate, or permit to be incorporated , Prior Inventions in any Company-Related Development w ithout the Compa ny's prior written consent. y si gnature on any such papers, I hereby Irrevocabl y designate and a ppoint each officer of the"Restricted Period"):
Appears in 1 contract
Documents and Other Materials. I will keep and maintain adequate and current records of all Proprieta ryInformation andCompan yProprietary Information and Company-Related Developm ents conceived Developments developed by meme during my employment, which records wi ll will be available to and remain the sole property of the Compan y Company at all times. All Subject to Section 5, all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, model smodels, prototy pesprototypes, materials or other written, photographic or other tangible material containing or embodyi ng Proprietary Inform ationInformation, whether created by me or others, wh ich which come into m y my custody or possession, a re are the exclusive property of the Com pany Company to be used by m e me only in the ACTIVE/114318524.1 performance of my duties for the Company. ln the event of the termination of my employment for any reason , I will deliver to the Company all of the foregoing, and all other m aterials of any nature pertaining to the Proprietary Information of the ompa ny and _to m y work, and w ill not take or keep m my possessiOn any of the foregoing or any copies. Any property situated on the Compan y's Company’s premises and owned by the Company, including laboratory space, without limitation computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time w ith with or without notice. months thereafter. In the event of the termination of my employment for any reason, I acknow ledge that will deliver to the Company all work performed by me as a n employee Company property and equipment in my possession, custody or control, including all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company is on a "work for hire" basis. I hereby waive all claims and to any moral rights or other special rights which I may have or accrue in any Com pany-Related Developments. "Developments" mean inventions, discoveries, design s, developments,methods, modifications, improvements, processes, biological or chemical materi als, algorithms, data bases, computer programs, formulae, techniques, trade secrets, graphics or images, audio or v isual worksmy work, and other works will not take or keep in my possession any of authorship. To preclude the foregoing or any possible uncertainty, I have set forth on Appendix A attached hereto a complete list of Developments conceived by me before my employm ent that are not Company-Related Developments ("Prior Inventions"). I have also listed on Appendix A all patent rights of wh ich I am an inventor, other than those contained within Intellectual Property Rights ("Other Patent Rights"). If no such disclosure is attached, I represent that there are no Prior In ventions or Other Patent Rights. If, in the course of my employment with the Company, I incorporate a Prior In vention into a Company prod uct, process or resea rch or developm ent program or other work done for th e Company, l hereby gra nt to the Company a nonexclusive, royalty-fi·ee, fully paid-up, irrevocable, perpetual, worldwide license (w ith the full right to sublicense through multiple tiers) to make, have made, modify, use, offer for sale, 7. Enforcement of Intellectual Property Rights. I will cooperate fully with the Company, both during a nd after my employment w ith the Compa ny, with respect to the procurement, m intenance and enforcement of Intellectual Property R1ghts, as well as all other patent rights, trademarks, copy rights and oth er intellectual property rights in all countries and territories worldwide owned by or licensed to the Com pany. I w ill sign, both during a nd after the term of th is Agreem ent, a ll papers, including copyright applications, patent applications, priority rights, Com pan y may declarations, oaths, assignments of and powers of attorney, which the import and sell such Prior Invention. deem necessary or desirable in order to protect its rights and interests in any Company-Related Development or Intellectual Property Rights. If the Compan y is unable, after reasonabl e effort, to secure Notwithstanding the foregoing, I wi ll not incorporate, or permit to be incorporated , Prior Inventions in any Company-Related Development w ithout the Compa ny's prior written consent. y si gnature on any such papers, I hereby Irrevocabl y designate and a ppoint each officer of thecopies.
Appears in 1 contract
Samples: Employment Agreement (Amylyx Pharmaceuticals, Inc.)
