Assignment Obligations Sample Clauses
The Assignment Obligations clause defines the rules and requirements for transferring rights or responsibilities under a contract to another party. Typically, this clause specifies whether such assignments are permitted, if prior written consent is needed, or if certain conditions must be met before an assignment can occur. For example, a party may be restricted from assigning the contract to a competitor or may need the other party’s approval before transferring obligations. The core function of this clause is to maintain control over who is responsible for fulfilling contractual duties, thereby preventing unwanted or unapproved changes in the parties involved.
Assignment Obligations. I hereby understand and agree:
(a) That during the course of my employment, I may work on and be a part of the development of technology, processes, methodologies, and other work product for CIGNA (or IBM, on CIGNA’s behalf). In accordance with the provisions of the SOW and the CIGNA Agreement, I hereby assign to Chordiant any technology, processes, methodologies, and other work product developed by me and such technology, processes, methodologies, and other work product which shall become the sole and absolute property of Chordiant to enable Chordiant to meet its obligations under the SOW and the CIGNA Agreement and for IBM to meet its obligations to CIGNA under the MSA.
(b) That any and all inventions, improvements, discoveries, technologies, processes, methodologies, and other work product developed or discovered by me as a result [of my employment at] [or consultancy with] Chordiant shall be fully disclosed to Chordiant (or IBM, on CIGNA’s behalf, as required by the MSA), and in accordance with the provisions of the SOW I hereby assign the same to Chordiant, and the same shall become the sole and absolute property of Chordiant to enable Chordiant to meet its obligations under the SOW and the CIGNA Agreement and for IBM to meet its obligations to CIGNA under the MSA. Upon the request of IBM or CIGNA, I shall execute, acknowledge, and deliver such assignments and other documents as Chordiant, IBM or CIGNA may consider necessary or appropriate to vest all rights, titles, and interests in Chordiant to enable Chordiant to meet its obligations under the SOW and the CIGNA Agreement and to enable IBM to meet its obligations to CIGNA under the MSA.
Assignment Obligations. All employees, subcontractors or consultants of Surface that will be involved in the performance of the Technical Transition Services shall be subject to a written obligation to assign to Surface all rights in the Patent Rights and Know-How invented or created by them in the course of providing the Technical Transition Services during the Transition Period.
Assignment Obligations. Each Party shall cause all Persons who perform any activities for such Party under this Agreement to assign (or, if such Party is unable to cause such Person to assign despite such Party’s exercise of Commercially Reasonable Efforts, then to contractually obligate such Person to assign; or if such Party is unable to contractually obligate such Person to assign despite such Party’s exercise of Commercially Reasonable Efforts, then provide a license under) their rights in any Collaboration Inventions resulting therefrom to such Party.
Assignment Obligations. Each Party shall ensure that all personnel under their control: (a) report any Subject Inventions they make to that Party within 30 days, and
Assignment Obligations. All employees, agents and contractors of each Party performing work with respect to TIPs or Licensed Products shall be bound by written obligation to assign any inventions and related intellectual property to the Party for whom they are employed or are providing services.
Assignment Obligations. Each party agrees that if it sells, demises, conveys, assigns or otherwise transfers (collectively, a “transfer”) its toll facility, or any part thereof, to another person or entity, such party shall, as a condition of such transfer, require its successors and assigns to assume and be bound by the terms and provisions of this Agreement.
Assignment Obligations. For good and valuable consideration, the sufficiency of which is hereby acknowledged, Assignor hereby sells, assigns, transfers, and sets over to Assignee or its heirs, successors, assigns, or other legal representatives the full right, title, and interest in and to the Application and invention, together with the goodwill of the business represented thereby, including the right of Assignee or its heirs, successors, assigns, or other legal representatives to:
a. file any non-provisional patent applications and to otherwise seek any patents in the United States claiming priority to the Application;
b. file all divisional, continuation, and continuation-in-part applications claiming priority to the non-provisional patent application;
c. seek reissues or extensions of any patent claiming priority to the Application, which the Assignee may hold and enjoy as a fully and entirely as Assignor would have had this assignment and sale not been made;
d. all issuances, extensions, and renewals thereof, together with the goodwill of the business connected with the use of, the Application;
e. all rights of any kind whatsoever of Assignor accruing under any of the foregoing provided by applicable law of any jurisdiction, by international treaties and conventions, and otherwise throughout the world;
f. any and all royalties, fees, income, payments, and other proceeds now or hereafter due or payable with respect to any and all of the foregoing; and
g. any and all claims and causes of action with respect to any of the foregoing, whether accruing before, on, or after the date hereof, including all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present, and future infringement, dilution, misappropriation, violation, misuse, breach, or default, with the right but no obligation to sue for such legal and equitable relief and to collect, or otherwise recover, any such damages.
Assignment Obligations. Employee shall not be obligated to: (i) assign to WIRX any invention made by Employee while in WIRX’s employ which does not relate to any business or activities in which WIRX is or may become engaged, except that Employee is so obligated if the same relates to or is based on proprietary or Confidential Information to which Employee shall have had access during and by virtue of Employee’s employment or arises out of work assigned to Employee by WIRX; (ii) assign any invention which may be wholly conceived by Employee after Employee leaves the employ of WIRX, except that Employee is so obligated if such invention shall involve the utilization of proprietary or Confidential Information obtained while in the employ of WIRX; or (iii) assign any invention which relates to or would be useful in any business or activities in which WIRX is engaged if such invention was conceived and reduced to practice by Employee prior to Employee’s employment with WIRX.
Assignment Obligations. Each Party shall cause all employees, independent contractors, consultants, and others who perform activities for such Party under this Agreement to be under an obligation to assign (or, if such Party is unable to cause such person or entity to agree to such assignment obligation despite such Party using reasonable efforts to negotiate such assignment obligation, provide a license, preferably exclusive, under) to such Party their rights in and to any Inventions and all intellectual property rights therein, except where Applicable Law requires otherwise and except in the case of governmental, not-for-profit and public institutions that have standard policies against such an assignment (in which case a Party shall obtain a suitable license, preferably exclusive, or right to obtain such a license, provided that this exception shall not apply to Research Program Know-How). Each Party shall use reasonable efforts to promptly disclose to the other Party all Inventions that are [*] to the Parties’ activities under this Agreement or to any obligation to assign hereunder, including any invention disclosures, or other similar documents, submitted to it by its employees, agents or independent contractors describing such Inventions, and all information relating to such Inventions [*] for the preparation, filing and maintenance of any Patent with respect to such Invention in accordance with the terms of this Agreement.
Assignment Obligations. Subject to the terms and conditions of this Agreement, including any rights or licenses expressly granted by MeiraGTx Neuro US to Company or by Company to MeiraGTx Neuro UK under this Agreement, as applicable, (a) Company will assign, and hereby does assign, to MeiraGTx Neuro US any and all of Company’s (and its Affiliates’) rights, title and interest in, to or under any MeiraGTx Arising IP, and MeiraGTx Neuro US hereby accepts such assignment; (b) MeiraGTx Neuro US will assign, and hereby does assign, to Company any and all of MeiraGTx Neuro US’ (and its Affiliates’) rights, title and interest in, to or under any Company Arising IP, and Company hereby accepts such assignment; and (c) (i) MeiraGTx agrees to assign, and hereby does assign, to Company and (ii) Company agrees to assign, and hereby does assign, to MeiraGTx Neuro US, in each case ((i) or (ii)), an undivided interest in any and all of such Party’s (and its Affiliates’) rights, title and interest in, to or under any Joint Arising IP; provided that, subject to any rights or licenses expressly granted by MeiraGTx Neuro US to Company or by Company to MeiraGTx Neuro UK under this Agreement, including the licenses granted pursuant to Section 2.1, each of Company and MeiraGTx Neuro US will [***]. During the Term, each Party shall have appropriate agreements in place with its and its Representatives performing any activities under this Agreement on such Party’s behalf to provide such Party with exclusive ownership in and to any Arising IP hereunder of such