Common use of Invention Assignment Clause in Contracts

Invention Assignment. Executive agrees to disclose to the Company all ideas, concepts, discoveries, inventions, innovations, designs, patents, trademarks, trade secrets, copyrights, and intellectual property relating to the Company’s business that Executive conceives or creates, individually or jointly with others, during the course of Executive’s employment (collectively referred to as “Developments”). As such, all such Developments are prepared as works for hire for the Company and all such Developments and all rights subsisting in, relating to or used in connection with the Developments will be solely owned and be the exclusive property of the Company. To the fullest extent allowed by applicable law, Executive agrees to assign and hereby assigns to the Company or the Company’s designee all right, title, and interest in and to all such Developments made or conceived by Executive during the course of Executive’s employment. Upon the Company’s request, and at the Company’s expense, Executive agrees to execute all instruments, including specific assignments required for securing or maintaining the Company’s rights in such Developments. Where Executive has rights in the Developments that cannot be assigned to the Company, Executive hereby grants to the Company an unconditional, perpetual, exclusive, worldwide, royalty-free, fully paid license or sublicense to use such rights in any way and without any limitation whatsoever. Where such rights cannot be assigned, licensed or sublicensed to the Company, Executive hereby irrevocably and without any further compensation waives the enforcement of all such rights, and all claims and causes of action against the Company. This Agreement does not require Executive to assign any Development that: (a) is developed entirely on Executive’s own time without using the Company’s equipment, supplies, facilities, or Confidential Information; (b) is not related to the Company’s actual or anticipated business, research, or development; and (c) does not result from work performed by Executive for the Company. In addition, this Agreement does not apply to any Development which qualifies fully for protection from assignment to the Company under any specifically applicable state law, regulation, rule, or public policy. Executive agrees that Schedule 2 identifies all Developments, if any, that Executive made, conceived, discovered, or developed (either alone or jointly with others) prior to Executive’s employment by the Company that relate to the current or planned conduct of the Company’s business, which Executive wishes to exclude from the scope of this Agreement.

Invention Assignment. Executive agrees to disclose to the Company all ideasEmployee hereby grants, concepts, discoveries, inventions, innovations, designs, patents, trademarks, trade secrets, copyrights, transfers and intellectual property relating to the Company’s business that Executive conceives or creates, individually or jointly with others, during the course of Executive’s employment (collectively referred to as “Developments”). As such, all such Developments are prepared as works for hire for the Company and all such Developments and all rights subsisting in, relating to or used in connection with the Developments will be solely owned and be the exclusive property of the Company. To the fullest extent allowed by applicable law, Executive agrees to assign and hereby assigns to the Company DTI all of his or the Company’s designee all right, title, and interest in and to all such Developments made or conceived by Executive during the course of Executive’s employment. Upon the Company’s request, and at the Company’s expense, Executive agrees to execute all instruments, including specific assignments required for securing or maintaining the Company’s rights in such Developments. Where Executive has rights in the Developments that cannot be assigned to the Company, Executive hereby grants to the Company an unconditional, perpetual, exclusive, worldwide, royalty-free, fully paid license or sublicense to use such rights in any way and without any limitation whatsoever. Where such rights cannot be assigned, licensed or sublicensed to the Company, Executive hereby irrevocably and without any further compensation waives the enforcement of all such her rights, title and all claims and causes of action against the Company. This Agreement does not require Executive to assign any Development that: (a) is developed entirely on Executive’s own time without using the Company’s equipment, supplies, facilities, or Confidential Information; (b) is not related to the Company’s actual or anticipated business, research, or development; and (c) does not result from work performed by Executive for the Company. In addition, this Agreement does not apply to any Development which qualifies fully for protection from assignment to the Company under any specifically applicable state law, regulation, rule, or public policy. Executive agrees that Schedule 2 identifies all Developmentsinterest, if any, in any and all Developments, including rights to translation and reproductions in all forms or formats and the copyrights and patent rights thereto, if any, and he or she agrees that Executive madeDTI may copyright said materials in DTI's name and secure renewal, conceivedreissues and extensions of such copyrights for such periods of time as the law may permit. "Developments" is defined as any idea, discoveredinvention, process, design, concept, or developed useful article (either alone whether the design is ornamental or jointly with others) prior to Executive’s employment by the Company that relate to the current otherwise), computer program, documentation, literary work, audiovisual work and any other work of authorship, hereafter expressed, made or planned conduct of the Company’s business, which Executive wishes to exclude from conceived in the scope of Employee's employment or engagement and solely or jointly by employee during Employee's employment whether or not subject to patent, copyright or other forms of protection. Employee acknowledges that the copyrights in Developments created by Employee belong to DTI by operation of law, or may belong to a party engaged by DTI by operation of law pursuant to a works for hire contract between DTI and such contracted party. To the extent the copyrights in such works may not be owned by DTI or such contracted party by operation of law, Employee hereby assigns to DTI or such contracted party, as the case may be, all copyrights (if any) Employee may have in Developments. Items not assigned by this AgreementSection 5 are listed and described on the attached "Schedule of Separate Works." Employee agrees not to include any party of such items in the materials Employee prepares for DTI unless and until such items are licensed or assigned to DTI under separate written agreement. At all times hereafter, Employee agrees promptly to disclose to DTI all Developments, to execute separate written assignments to DTI at DTI's request, and to assist DTI in obtaining patents or copyrights in the U.S. and in other countries, on any Developments assigned to DTI that DTI, in its sole discretion, seeks to patent or copyright. Employee also agrees to sign all documents, and do all things necessary to obtain such patents or copyrights, to further assign them to DTI, and to reasonably protect them and DTI against infringement by other parties at DTI expense with DTI prior approval. Employee irrevocably appoints any DTI-selected designee to act, at all time hereafter, as his or her agent and attorney-in-fact to perform all reasonable acts to obtain patents and/or copyrights related to Developments as defined and required by this Agreement if Employee (i) refuses to perform those acts or (ii) is unavailable, within the meaning of the United States Patent and Copyright laws. It is expressly intended by Employee that the foregoing power of attorney be coupled with an interest. Employee shall keep complete, accurate, and authentic information and records on all Developments in the manner and form reasonably requested by DTI. Such information and records, and all copies thereof, shall be the property of DTI as to any Developments assigned to DTI. Employee agrees to promptly surrender such information and records at the request of DTI as to any Developments.

Invention Assignment. Executive agrees to disclose to BINDVIEW shall be the Company sole owner of any and all ideas, concepts"Discoveries" and "Work Product." Discoveries means all inventions, discoveries, inventions, innovations, designs, patents, trademarks, trade secrets, copyrights, and intellectual property improvements (including without limitation any information relating to the Company’s manufacturing techniques, processes, formulas, developments or experimental A Discovery or Work Product is Related to BINDVIEW business that Executive conceives if it is made or createsconceived or reduced to practice by Employee (in whole or in part, individually either alone or jointly with others), during whether or not potentially patentable or copyrightable in the course of Executive’s employment (collectively referred to as “Developments”). As such, all such Developments are prepared as works for hire for the Company and all such Developments and all rights subsisting in, relating to U.S. or used in connection with the Developments will be solely owned and be the exclusive property of the Company. To the fullest extent allowed by applicable law, Executive agrees to assign and hereby assigns to the Company or the Company’s designee all right, titleelsewhere, and interest in and to all such Developments made or conceived by Executive during the course of Executive’s employment. Upon the Company’s request, and at the Company’s expense, Executive agrees to execute all instruments, including specific assignments required for securing or maintaining the Company’s rights in such Developments. Where Executive has rights in the Developments that cannot be assigned to the Company, Executive hereby grants to the Company an unconditional, perpetual, exclusive, worldwide, royalty-free, fully paid license or sublicense to use such rights in any way and without any limitation whatsoever. Where such rights cannot be assigned, licensed or sublicensed to the Company, Executive hereby irrevocably and without any further compensation waives the enforcement of all such rights, and all claims and causes of action against the Company. This Agreement does not require Executive to assign any Development thatit: (a) is developed entirely on Executive’s own time without using the Company’s involves equipment, supplies, facilities, or Confidential Information; trade secret information of BINDVIEW, or (b) is not related to involves the Company’s actual or anticipated business, researchtime for which Employee was compensated by BINDVIEW, or development; and (c) does not result relates to the business of BINDVIEW or to its actual or demonstrably anticipated research and development, or (d) results, in whole or in part, from work performed by Executive Employee for BINDVIEW. Employee shall promptly disclose to BINDVIEW or its nominee all Discoveries and Work Product. The terms "Discoveries" and "Work Product" are intended to encompass Computer Software, which is defined to encompass all Computer Programs and associated Documentation and all Copies thereof. All such disclosures shall include furnishing complete and accurate copies of all Source Code, Object Code, Documentation, work notes, test data, reports, samples, and other tangible evidence or results (collectively referred to as "Tangible Embodiments") of such Discoveries or Work Product. All Tangible Embodiments of any Discoveries or Work Product shall be deemed to have been assigned to BINDVIEW as a result of the Companyact of expressing any Discovery or Work Product therein. In additionEmployee assigns and agrees to assign to BINDVIEW all his/her interest in any country in any and all Discoveries and/or Work Product, whether such interest arises under patent law, copyright law, trade-secret law, semiconductor chip protection law, or otherwise. Without limiting the generality of the foregoing, Employee hereby authorizes BINDVIEW to make any desired changes to any part of any Discoveries or Work Product, to combine it with other materials in any manner desired, and to withhold Employee's identity in connection with any distribution or use thereof alone or in combination with other materials. This assignment and assignment obligation applies to all Discoveries and/or Work Product arising during Employee's employment, whether arising before or after the execution of this Agreement At the request of BINDVIEW, Employee shall promptly and without additional compensation execute any and all patent applications, copyright registration applications, waivers of moral rights, assignments, or other instruments which BINDVIEW deems necessary or appropriate to apply for or obtain Letters Patent of the United States or any foreign country or otherwise to protect BINDVIEW's interest in such Discovery and/or Work Product To the extent that any Discovery or Work Product constitutes copyrightable or similar subject matter that is eligible to be treated as a "work made for hire" or as having similar status in the United States or elsewhere, it shall be so deemed. This provision does not apply alter or limit Employee's other obligations to any Development which qualifies fully for protection from assignment to the Company under any specifically applicable state law, regulation, rule, or public policy. Executive agrees that Schedule 2 identifies all Developments, if any, that Executive made, conceived, discovered, or developed (either alone or jointly with others) prior to Executive’s employment by the Company that relate to the current or planned conduct of the Company’s business, which Executive wishes to exclude from the scope of this Agreementassign intellectual property rights hereunder.

Invention Assignment. Executive agrees to disclose to the Company all ideas, concepts, discoveries, inventions, innovations, designs, All patents, trademarks, trade secretsservice marks, copyrights, trade secrets and other intellectual property rights (“Intellectual Property”) relating in any material way to the Company’s business of the Company that Executive conceives (either alone or creates, individually or jointly in conjunction with others) conceived, made, obtained or developed during the course Term of Executive’s employment with the Company or conceive, make or obtain during the Term of Executive’s employment (collectively referred to as whether during or outside of working hours) with the Company (collectively, “DevelopmentsCompany IP”). As such, all such Developments are prepared as works for hire for is the Company sole and all such Developments and all rights subsisting in, relating to or used in connection with the Developments will be solely owned and be the exclusive property of the CompanyCompany and shall be considered a “work made for hire.” The Company IP belongs to the Company whether or not such intellectual property is granted patent, trademark, copyright and/or other intellectual property rights, or whether or not applications are or can be filed on any such Company IP. To Notwithstanding the fullest foregoing, to the extent allowed by that the Company IP does not constitute a work made for hire under applicable law, Executive agrees to assign and hereby assigns and transfers to the Company or the Company’s designee all right, title, title and interest in and to the Company IP, including, without limitation, any and all such Developments made copyright, trademark, service maxx, patent or conceived by other intellectual property rights and goodwill inherent therein or related thereto. Executive during will make full and prompt disclosure to the course Company of Executive’s employment. Upon the Company’s requestall Intellectual Property and Company IP, and at the Company’s expenserequest and expense (but without additional compensation to Executive), Executive agrees will at any time and from time to time during and after Executive’s employment with the Company execute all instrumentsand deliver to the Company such applications, including specific assignments required for securing and other papers) as the Company, in its reasonable discretion, considers necessary to vest, perfect, defend or maintaining maintain the Company’s rights in such Developmentsand to the Company IP. Where Executive has rights in the Developments that cannot be assigned provided to the Company, Executive hereby grants to the Company an unconditional, perpetual, exclusive, worldwide, royalty-free, fully paid license or sublicense to use such rights in any way and without any limitation whatsoever. Where such rights cannot be assigned, licensed or sublicensed to the Company, Executive hereby irrevocably and without any further compensation waives the enforcement a complete list of all such rights, and all claims and causes of action against the Company. This Agreement does not require Executive to assign any Development that: (a) is developed entirely on Executive’s own time without using the Company’s equipment, supplies, facilities, or Confidential Information; (b) is not related to the Company’s actual or anticipated business, research, or development; and (c) does not result from work performed by Executive for the Company. In addition, this Agreement does not apply to any Development which qualifies fully for protection from assignment to the Company under any specifically applicable state law, regulation, rule, or public policy. Executive agrees that Schedule 2 identifies all DevelopmentsIntellectual Property, if any, that Executive conceived, made, conceived, discovered, obtained or developed by Executive (either alone or jointly in conjunction with others) on or prior to Executive’s employment by the Company that relate date hereof, and to the current or planned conduct of the Company’s businessextent that such Intellectual Property does not also constitute Company IP, which Executive wishes to exclude such Intellectual Property is excluded from the scope of undertakings in this Agreement.

Invention Assignment. Executive agrees to disclose to the Company all ideasAny Proprietary Works (meaning inventions, conceptsdevelopments, designs, discoveries, inventions, innovations, designsbusiness methods, patentsimprovements, trademarksideas, original works of authorship, database creations, trade secretssecrets and other forms of legally protectable intellectual property) that you conceive, copyrightscreate, or develop in the course of your employment or as a result of your work for the Company (alone or with others, during or after regular working hours) will be considered “Work Product” that is the property of the Company, and the Company will hold all intellectual property relating rights (“IP Rights”) in the Work Product. Work Product will include all Proprietary Works that either (a) relate to the Company’s business that Executive conceives or createsits actual or demonstrably anticipated research and development, individually or jointly with others, during the course of Executive’s employment (collectively referred to as “Developments”). As such, all such Developments b) are prepared as works for hire for the Company and all such Developments and all rights subsisting in, relating to developed or used in connection discovered with the Developments will be solely owned and be the exclusive property assistance of Confidential Information, tools, equipment, personnel, or other resources of the Company, or (c) are suggested by, related to, or results from any work performed by you or others for the Company. To the fullest extent allowed by applicable law, Executive agrees to You hereby assign and hereby assigns to the Company or the Company’s designee all rightof your rights, title, title and interest in and to all such Developments made Work Product; provided, however, that this assignment shall be limited so that it does not require or conceived by Executive during the course create any assignment of Executive’s employment. Upon the Company’s request, and at the Company’s expense, Executive agrees to execute all instruments, including specific assignments required for securing or maintaining the Company’s rights in such Developments. Where Executive has rights in the Developments an invention that cannot be assigned to through an agreement under controlling law. Specifically, you acknowledge notice of Wash. Rev. Code, Title 49 RCW: Labor Regulations, Chapter 49.44.140 and further acknowledge and understand that the Company, Executive hereby grants to obligations set forth in this Paragraph 7.b. of this Letter Agreement will not require the Company an unconditional, perpetual, exclusive, worldwide, royalty-free, fully paid license or sublicense to use such assignment of your rights in any way and without any limitation whatsoever. Where such rights cannot be assigned, licensed or sublicensed to the Company, Executive hereby irrevocably and without any further compensation waives the enforcement of all such rights, and all claims and causes of action against the Company. This Agreement does not require Executive to assign any Development that: (a) is developed entirely on Executive’s own time without using the Company’s an invention for which no equipment, supplies, facilitiesfacility, or Confidential Information; trade secret information of Company was used and which was developed entirely on your own time, unless (ba) is not related the invention relates (i) directly to the business of Company, or (ii) to the Company’s actual or demonstrably anticipated business, researchresearch or development, or development; and (cb) does not result the invention results from any work performed by Executive you for the Company. In addition, this Agreement does not apply to any Development which qualifies fully All Work Product shall be considered “work made for protection from assignment to hire” and all copyrights in the Company Work Product available under any specifically applicable state law, regulation, rule, or public policy. Executive agrees that Schedule 2 identifies all Developments, if any, that Executive made, conceived, discovered, or developed (either alone or jointly with others) prior to Executive’s employment the Copyright Act of 1976 will be owned by the Company that relate from moment of creation or conception forward without the need for further action by you. IP Rights assigned to and owned by the Company in Work Product through this Letter Agreement shall include all rights of ownership, control, and benefit throughout the world, including, without limitation, rights of inventors and authors with respect to patent, patent applications and registrations, copyrights, sui generis database rights, trademark rights, all rights relating to the current protection of computer software (including, without limitation, both source code and object code), trade secret rights, rights of attribution or planned conduct control and moral rights or droit moral (which you waive if they cannot be transferred to the Company), rights to royalties or other economic benefit, rights to derivative works, and rights to claims or causes of action arising out of or related to any past, present, or future infringement or misappropriation related to the Work Product. It is agreed that Work Products shall automatically vest in, and be the exclusive property of, the Company immediately on the creation thereof, regardless of the stage of completion. However, to the extent necessary and requested, you agree that during and after your assignment you will cooperate in executing any documents, providing testimony, and otherwise performing any acts the Company requires from you (with reasonable approved expenses covered by Company’s business) to ensure the Company retains, which Executive wishes throughout the world, all IP Rights in Work Product. This Letter Agreement shall supplement and not replace or diminish any prior, subsequent, or additional written Work Product related agreements that you may have enter into (or be required to exclude from enter into) based on your position with the scope of this AgreementCompany (such as those related to research and development, engineering, or software development positions).

Invention Assignment. Executive agrees to disclose to BINDVIEW shall be the Company sole owner of any and all ideas, concepts"Discoveries" and "Work Product". Discoveries means all inventions, discoveries, inventions, innovations, designs, patents, trademarks, trade secrets, copyrights, and intellectual property improvements (including without limitation any information relating to the Company’s manufacturing techniques, processes, formulas, developments or experimental A Discovery or Work Product is Related to BINDVIEW business that Executive conceives if it is made or createsconceived or reduced to practice by Employee (in whole or in part, individually either alone or jointly with others), during whether or not potentially patentable or copyrightable in the course of Executive’s employment (collectively referred to as “Developments”). As such, all such Developments are prepared as works for hire for the Company and all such Developments and all rights subsisting in, relating to U.S. or used in connection with the Developments will be solely owned and be the exclusive property of the Company. To the fullest extent allowed by applicable law, Executive agrees to assign and hereby assigns to the Company or the Company’s designee all right, titleelsewhere, and interest in and to all such Developments made or conceived by Executive during the course of Executive’s employment. Upon the Company’s request, and at the Company’s expense, Executive agrees to execute all instruments, including specific assignments required for securing or maintaining the Company’s rights in such Developments. Where Executive has rights in the Developments that cannot be assigned to the Company, Executive hereby grants to the Company an unconditional, perpetual, exclusive, worldwide, royalty-free, fully paid license or sublicense to use such rights in any way and without any limitation whatsoever. Where such rights cannot be assigned, licensed or sublicensed to the Company, Executive hereby irrevocably and without any further compensation waives the enforcement of all such rights, and all claims and causes of action against the Company. This Agreement does not require Executive to assign any Development thatit: (a) is developed entirely on Executive’s own time without using the Company’s involves equipment, supplies, facilities, or Confidential Information; trade secret information of BINDVIEW, or (b) is not related to involves the Company’s actual or anticipated business, researchtime for which Employee was compensated by BINDVIEW, or development; and (c) does not result relates to the business of BINDVIEW or to its actual or demonstrably anticipated research and development, or (d) results, in whole or in part, from work performed by Executive Employee for BINDVIEW. Employee shall promptly disclose to BINDVIEW or its nominee all Discoveries and Work Product. The terms "Discoveries" and "Work Product" are intended to encompass Computer Software, which is defined to encompass all Computer Programs and associated Documentation and all Copies thereof. All such disclosures shall include furnishing complete and accurate copies of all Source Code, Object Code, Documentation, work notes, test data, reports, samples, and other tangible evidence or results (collectively referred to as "Tangible Embodiments") of such Discoveries or Work Product. All Tangible Embodiments of any Discoveries or Work Product shall be deemed to have been assigned to BINDVIEW as a result of the Companyact of expressing any Discovery or Work Product therein. In additionEmployee assigns and agrees to assign to BINDVIEW all his/her interest in any country in any and all Discoveries and/or Work Product, whether such interest arises under patent law, copyright law, trade- secret law, semiconductor chip protection law, or otherwise. Without limiting the generality of the foregoing, Employee hereby authorizes BINDVIEW to make any desired changes to any part of any Discoveries or Work Product, to combine it with other materials in any manner desired, and to withhold Employee's identity in connection with any distribution or use thereof alone or in combination with other materials. This assignment and assignment obligation applies to all Discoveries and/or Work Product arising during Employee's employment, whether arising before or after the execution of this Agreement At the request of BINDVIEW, Employee shall promptly and without additional compensation execute any and all patent applications, copyright registration applications, waivers of moral rights, assignments, or other instruments which BINDVIEW deems necessary or appropriate to apply for or obtain Letters Patent of the United States or any foreign country or otherwise to protect BINDVIEW's interest in such Discovery and/or Work Product To the extent that any Discovery or Work Product constitutes copyrightable or similar subject matter that is eligible to be treated as a "work made for hire" or as having similar status in the United States or elsewhere, it shall be so deemed. This provision does not apply alter or limit Employee's other obligations to any Development which qualifies fully for protection from assignment to the Company under any specifically applicable state law, regulation, rule, or public policy. Executive agrees that Schedule 2 identifies all Developments, if any, that Executive made, conceived, discovered, or developed (either alone or jointly with others) prior to Executive’s employment by the Company that relate to the current or planned conduct of the Company’s business, which Executive wishes to exclude from the scope of this Agreementassign intellectual property rights hereunder.