Assignment of Developments. (i) Executive acknowledges and agrees that all developments, including, without limitation, the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds of the foregoing, relating to the Business or future business of the Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or as a result of Executive’s employment with the Company (collectively, “Developments”) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his right, title and interest in and to the Developments. Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Company. (ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment with the Company or within one (1) year after Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employment.
Appears in 13 contracts
Samples: Employment Agreement (Gelstat Corp), Employment Agreement (Duos Technologies Group, Inc.), Employment Agreement (Duos Technologies Group, Inc.)
Assignment of Developments. (i) Executive acknowledges and agrees All Developments that all developmentsare at any time made, including, without limitation, the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software conceived or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds of the foregoing, relating to the Business or future business of the Company that suggested by Executive, whether acting alone or jointly in conjunction with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or as a result of Executive’s 's employment under this Agreement or any prior employment with the Company (collectivelyor the Affiliates, “Developments”) are being prepared by Executive as an employee shall be the sole and absolute property of the Company within and the scope of Executive’s employment and shall be considered as “works made for hire” and shall remain the sole and exclusive property of the CompanyAffiliates, free of any reserved or other rights of any kind on Executive’s 's part. If and to During Executive's employment and, if such Developments were made, conceived or suggested by Executive during or as a result of Executive's employment under this Agreement or any prior employment with the extent Company or the fact that the Affiliates, thereafter, Executive shall promptly make full disclosure of any such Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his right, title and interest in and to the Developments. Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company's cost and expense, to executedo all acts and things (including, acknowledge among others, the execution and deliver to the Company all instruments that the Company shall prepare delivery under oath of patent and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment) deemed by the Company to be necessary or desirable at any time in order to effect the full assignment to the Company and enabling the Affiliates of Executive's right and title, if any, to such Developments. For purposes of this Agreement, the term "DEVELOPMENTS" shall mean all data, discoveries, findings, reports, designs, inventions, improvements, methods, practices, techniques, developments, programs, concepts, and ideas, whether or not patentable, relating to the present or planned activities, or future activities of which Executive is aware, or the products and services of the Company or any of the Affiliates; PROVIDED, HOWEVER, that the term "Developments" does not include any invention for which no equipment, supplies, facility or Proprietary Information of the Company was used and that was developed entirely on Executive's own time and (i) that does not relate (A) directly to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of or (B) to the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with 's actual or demonstrably anticipated research or development or (ii) that does not result from any work performed by Executive for the Company.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment with the Company or within one (1) year after Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employment.
Appears in 6 contracts
Samples: Employment Agreement (Spine Tech Inc), Employment Agreement (Spine Tech Inc), Employment Agreement (Spine Tech Inc)
Assignment of Developments. 3.1 If at any time or times during my employment or other association with the Company, I shall (either alone or with others) make, conceive, create, discover, invent or reduce to practice any Development that (i) Executive acknowledges and agrees that all developments, including, without limitation, the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds of the foregoing, relating relates to the Business or future business of the Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, any customer of or supplier to the Company or any of the products or services being developed, reduced to practice, manufactured or acquired during Executive’s employment with or as a result of Executive’s employment with sold by the Company or which may be used in relation therewith; or (collectivelyii) results from tasks assigned to me by the Company; or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, “Developments”) leased or contracted for by the Company, then all such Developments and the benefits thereof are being prepared by Executive as an employee and shall immediately become the sole and absolute property of the Company within the scope of Executive’s employment and shall be considered its assigns, as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his right, title and interest in and to the Developmentsor otherwise. Executive agrees to I shall promptly disclose to the Company (or any persons designated by it) each such Development. I hereby assign all rights (including, but not limited to, rights to inventions, patentable subject matter, copyrights and trademarks) I may have or may acquire in such Developments and all benefits and/or rights resulting therefrom to the Company and its assigns without further compensation and shall communicate, without cost or delay, and without disclosing to others the same, all available information relating thereto (with all necessary plans and models) to the Company. I will not dispute, contest or deny the Company’s ownership rights to any of such Developments during or after my employment with the Company. I will sign such documents and do such acts as may be reasonably necessary to accomplish such assignment, including to obtain, maintain, defend and enforce the Company’s rights to such Developments. I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney-in-fact, to act on my behalf and in my stead to execute and file any application for any U.S. or foreign patents or copyright registrations and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations covering any Development assigned to the Company pursuant to this Section 3.1.
3.2 I will assist, upon request, in locating writings and other physical evidence of the making of my Developments and provide unrecorded information relating to them, and give testimony in any proceeding in which any of my Developments or any application or patent directed thereto may be involved, provided that if I am no longer employed by the Company, reasonable compensation shall be paid for such services. Notwithstanding the foregoing, no obligation is imposed on the Company to remunerate at a higher rate for the giving of testimony than the rate established by law for the compensation of witnesses in the court or tribunal where the testimony is taken. To the extent feasible, the Company will use its reasonable best efforts to request such assistance at times and places as will least interfere with any other employment of mine.
3.3 I will promptly and fully disclose to the Company all future Developments andmaterial which I produce, at any time upon request compose or write, individually or in collaboration with others, which arises out of work delegated to me by the Company. I agree that all such material constitutes a work for hire, and at the expense of the Company, to execute, acknowledge and deliver I will assign to the Company all instruments that my interest in such copyrightable material and will sign all papers and do all other acts necessary to assist the Company shall prepare and to take obtain copyrights on such material in any and all other actions countries.
3.4 Any Development relating to the Company’s business made by me within eighteen (18) months following the termination of my employment (and which is required to be disclosed in accordance with Section 2.1 above) shall be presumed to be owned by the Company.
3.5 I represent that the Developments identified in the Appendix attached hereto, if any, comprise all the Developments that I have made or conceived prior to my employment by the Company, which Developments are excluded from this Agreement. I understand that it is only necessary or desirableto list the title of such Developments and the purpose thereof, but not details of the Development itself. If, in the reasonable opinion course of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s my employment with the Company, I incorporate into a Company product, process or machine any such Development owned by me or in which I have an interest, I hereby grant the Company a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Development as part of or in connection with such product, process or machine. IF THERE ARE ANY SUCH DEVELOPMENTS TO BE EXCLUDED, THE UNDERSIGNED SHOULD INITIAL HERE; OTHERWISE IT WILL BE DEEMED THAT THERE ARE NO SUCH EXCLUSIONS. .
(ii) If any patent3.6 I understand and acknowledge that this Article III does not apply to an invention for which no equipment, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment with supplies, facilities and/or trade secret information of the Company or within one (1) year after Executive’s leaving was used and which was developed entirely on my own time, unless the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise invention relates directly to a portion of the business of the Company, of which the Executive had knowledge during Executive’s employment with or to the Company’s actual or demonstrably anticipated research or development, it is to be conclusively presumed that or the Development was conceived invention results from any work performed by Executive during me for the period of such employmentCompany.
Appears in 5 contracts
Samples: Employment Agreement (KAYAK SOFTWARE Corp), Employment Agreement (KAYAK SOFTWARE Corp), Employment Agreement (KAYAK SOFTWARE Corp)
Assignment of Developments. (i) The Executive acknowledges and agrees that all developmentsDevelopments (as defined below) are works made for hire and shall remain the sole and exclusive property of the Bank, free of any reserved or other rights of any kind on the Executive’s part. The Executive hereby assigns to the Bank all of his rights, titles and interest in and to all such Developments, if any. The Executive agrees to disclose to the Bank promptly and fully all future Developments and, at any time upon request and at the expense of the Bank, to execute, acknowledge and deliver to the Bank all instruments that the Bank shall prepare, to give evidence and to take any and all other actions (including, without limitationamong other things, the execution and delivery under oath of patent or copyright applications and instruments of assignment) that are necessary or desirable in the reasonable opinion of the Bank to enable it to file and prosecute applications for, and to acquire, maintain and enforce, all letters patent, trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary by the Bank. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists and other documentation (and all copies thereof) made or compiled by the Executive or made available to the Executive concerning the Developments or otherwise concerning the past, present or planned business of the Bank Group are the property of the Bank, and will be delivered to the Bank immediately upon the termination of the Executive’s employment with the Bank. “Developments” shall mean the creation of new products, devicesconferences, training/seminars, publications, programs, methods of organizing information, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, documentation and writings and applications thereof, including all results and proceeds of the foregoing, relating to the Business business or future business of the Company Bank Group that the Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during the Executive’s employment with or as a result of the Executive’s employment with the Company (collectively, “Developments”) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his right, title and interest in and to the Developments. Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the CompanyBank.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment with the Company or within one (1) year after Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employment.
Appears in 5 contracts
Samples: Employment Agreement (Guaranty Bancorp), Employment Agreement (Guaranty Bancorp), Employment Agreement (Guaranty Bancorp)
Assignment of Developments. (ia) Executive The Employee acknowledges and agrees that all developmentsideas, including, without limitation, the creation of new products, devicesmethods, inventions, discoveries, concepts, ideas, improvements, patentswork products, trademarksdevelopments, trade namessoftware, trade dressknow-how, service marksprocesses, copyrightstechniques, domain namesworks of authorship and other work product, trade secretswhether patentable or unpatentable, designs(i) that are reduced to practice, workscreated, reportsinvented, computer software designed, developed, contributed to, or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds improved with the use of any Company Group resources and/or within the scope of the foregoing, relating Employee’s work with the Company Group or that relate to the Business business, operations or future business actual or demonstrably anticipated research or development of the Company Group, and that Executiveare made or conceived by the Employee, alone solely or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practiceduring the Employment Term, or acquired during Executive’s employment with or as a result of Executive’s employment (ii) suggested by any work that the Employee performs in connection with the Company (collectivelyGroup, “Developments”) either while performing the Employee’s duties with the Company Group or on the Employee’s own time, but only insofar as the Inventions are being prepared by Executive related to the Employee’s work as an employee of or other service provider to the Company within Group, shall belong exclusively to the scope Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of Executive’s employment all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free and the Employee will surrender them upon the termination of any reserved the Employment Term, or upon the Company’s earlier request. The Employee irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any kind time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Employee from the Company. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for the Company’s benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense.
(b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on Executive’s partbehalf of the Company, and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Employee hereby irrevocably conveys, transfers and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein assigns to the Company, then Executive hereby solelyall rights, exclusively in all media now known or hereinafter devised, throughout the universe and irrevocably assigns in perpetuity, in and transfers to the Company any and Inventions, including, without limitation, all of his the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to sxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Employee has any rights in the results and proceeds of the Employee’s service to the Company that cannot be assigned in the manner described herein, the Employee agrees to unconditionally waive the enforcement of such rights. The Employee hereby waives any and all currently existing and future monetary rights in and to the Developments. Executive agrees to disclose Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Company promptly and fully all future Developments and, at any time upon request and at the expense Employee’s benefit by virtue of the Company, Employee being an employee of or other service provider to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Company.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment with the Company or within one (1) year after Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employment.
Appears in 5 contracts
Samples: Employment Agreement (Amplify Energy Corp.), Employment Agreement (Amplify Energy Corp), Employment Agreement (Amplify Energy Corp)
Assignment of Developments. The Executive represents that he will disclose promptly and fully to the Company and to no one else: (ia) Executive acknowledges and agrees that all developments, including, without limitation, the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patentsdiscoveries, trademarksworks modifications, trade namesprocesses, trade dresssoftware programs, service marksworks of authorship, copyrightsdocumentation, domain namesformulae, techniques, designs, methods, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, technical specifications and technical data, documentationknow-how and show-how, and writings and applications thereofconcepts, including all results and proceeds of expressions or other developments whatsoever or any interest therein (whether or not patentable or registrable under copyright, trademark or similar statutes or subject to analogous protection) made, authored, devised, developed, discovered, reduced to practice, conceived or otherwise obtained by the foregoingExecutive (“Developments”), relating to the Business or future business of the Company that Executive, alone solely or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or as a result the course of the Executive’s employment with the Company that (collectively, “Developments”i) are related to any of the products or services being prepared researched, developed, distributed, manufactured or sold by Company or which may be used in relation therewith or (ii) result from tasks assigned to the Executive as an employee by the Company; and (b) any Development made using the time, materials or facilities of Company, even if such Development does not relate to any of the products or services being researched, developed, distributed, manufactured or sold by the Company and may not be used in relation therewith. The Executive agrees that all such Developments listed above and the benefits thereof have been, are and shall immediately continue to become the sole and absolute property of the Company within the scope of Executive’s employment and shall be considered from conception, as “works made for hire” (as that term is used under the U.S. Copyright Act of 1976, as amended) or otherwise. The Executive has no interest in any Developments. To the extent that title to any Developments or any materials comprising or including any Developments does not, by operation of law, vest in the Company, the Executive hereby irrevocably assigns to the Company all of the Executive’s right, title and shall remain interest, including, without limitation, tangible and intangible rights such as patent rights, trademarks and copyrights, that the sole Executive has, may have or may acquire in and exclusive property to all such Developments, benefits and/or rights resulting therefrom, and agrees promptly to execute any further specific assignments related to such Developments, benefits and/or rights at the request of the Company, free of any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein The Executive also hereby assigns to the Company, then or waives if not assignable, all of the Executive’s “moral rights” in and to all such Developments, and agrees promptly to execute any further specific assignments or waivers related to moral rights at the request of the Company. The Executive agrees to assist the Company without charge for as long thereafter as may be necessary: (1) to apply, obtain, register and renew for, and vest in, the Company’s benefit alone (unless the Company otherwise directs), patents, trademarks, copyrights, mask works, and other protection for such Developments in all countries, and (2) in any controversy or legal proceeding relating to Developments. In the event that the Company is unable to secure the Executive’s signature after reasonable effort in connection with any patent, trademark, copyright, mask work or other similar protection relating to a Development, the Executive hereby solelyirrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive’s agent and attorney-in-fact, exclusively to act for and irrevocably assigns on the Executive’s behalf and transfers stead to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, trademarks, copyrights, mask works or other similar protection thereon with the same legal force and effect as if executed by the Executive. The parties acknowledge this Section may not apply to any Developments that qualify fully under Section 2870 of the California Labor Code. The Executive shall, however, disclose in writing by attaching to this Agreement a list of any Developments that the Executive believes meet the criteria of Section 2870 (indicating whether the Executive believes that such Developments are covered by Section 2870). The Company shall hold any such disclosure in confidence in accordance with the provisions of this Agreement. Attached hereto as Exhibit 1 is a list describing all inventions, discoveries, original works of authorship, developments, improvements, and trade secrets, which were conceived in whole or in part by the Executive prior to the Company Effective Date to which the Executive has any and all of his right, title or interest, which are subject to California Labor Code Section 2870 and interest in and which relate to the Developments. Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunderproposed business, including executing products, or research and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications fordevelopment (“Prior Inventions”). The items on Exhibit 1, and to acquireonly those items, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to excluded from the Company immediately upon the termination of Executive’s employment with the Companyrestrictions set forth in this Agreement.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment with the Company or within one (1) year after Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employment.
Appears in 4 contracts
Samples: Employment Agreement (Bespoke Capital Acquisition Corp), Employment Agreement (Bespoke Capital Acquisition Corp), Employment Agreement (Bespoke Capital Acquisition Corp)
Assignment of Developments. (i) a. The Executive acknowledges agrees to assign and agrees that hereby assigns to the Company all developmentstitle, interests and rights, including, without limitation, the creation of new productsintellectual property rights, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentationin and to any and all Developments, and writings and applications thereof, including all results and proceeds of the foregoing, relating agrees to the Business or future business of the Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or as a result of Executive’s employment with the Company (collectively, “Developments”) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then Executive hereby solely, exclusively and irrevocably assigns and transfers assign to the Company any and all patents and patent applications arising from such Developments, and agrees to execute and deliver such assignments, patents and patent applications and other documents (including, without limitation, powers of his rightattorney) as the Company may direct, title and interest agrees to cooperate fully with the Company during the Term, to enable the Company to secure and maintain rights in said Developments in any and to all countries. In the Developments. event that any of such Developments are by operation of applicable state law excluded from this assignment, the Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare have a non-exclusive, fully paid license to use for all purposes any such Developments not assigned to the Company under this Section 6. The Executive understands and to take any and all other actions agrees that are necessary or desirablethe Company shall determine, in its sole and absolute discretion, whether an application for patent, copyright, mask work registration, or for any other intellectual property right shall be filed on any Development which is assigned to the reasonable opinion Company under this Agreement, and whether such application shall be prosecuted or abandoned prior to issuance or registration.
b. If the Company is unable to procure Executive’s signature, within thirty (30) days following delivery of the Companywritten request therefor, on any document reasonably necessary to evidence apply for, prosecute, obtain, or effectuate all or enforce any of the Company’s rights hereunderpatent, including executing and delivering patentcopyright, trademark or copyright applications other right or protection relating to any Development, whether by reason of Executive’s mental or physical incapacity, Executive’s unavailability, or any other cause whatsoever, then Executive agrees and instruments of assignment to hereby irrevocably appoints the Company and enabling each of its duly authorized officers as the Company to file instruments of assignment forExecutive’s agent and attorney-in-fact, to file act for and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Company.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment to execute and file any such document and to do all other lawfully permitted acts to further the prosecution, issuance, and enforcement of patents, copyrights, or other rights or protections, with the Company or within one (1) year after same force and effect as if executed and delivered by Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employment.
Appears in 4 contracts
Samples: Employment Agreement (BioTrove, Inc.), Employment Agreement (BioTrove, Inc.), Employment Agreement (BioTrove, Inc.)
Assignment of Developments.
(ia) Executive The Employee acknowledges and agrees that all developmentsideas, including, without limitation, the creation of new products, devicesmethods, inventions, discoveries, concepts, ideas, improvements, patentswork products, trademarksdevelopments, trade namessoftware, trade dressknow-how, service marksprocesses, copyrightstechniques, domain namesworks of authorship and other work product, trade secretswhether patentable or unpatentable, designs(i) that are reduced to practice, workscreated, reportsinvented, computer software designed, developed, contributed to, or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds improved with the use of any Company Group resources and/or within the scope of the foregoing, relating Employee’s work with the Company Group or that relate to the Business business, operations or future business actual or demonstrably anticipated research or development of the Company Group, and that Executiveare made or conceived by the Employee, alone solely or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practiceduring the Employment Term, or acquired during Executive’s employment with or as a result of Executive’s employment (ii) suggested by any work that the Employee performs in connection with the Company (collectivelyGroup, “Developments”) either while performing the Employee’s duties with the Company Group or on the Employee’s own time, but only insofar as the Inventions are being prepared by Executive related to the Employee’s work as an employee of or other service provider to the Company within Group, shall belong exclusively to the scope Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of Executive’s employment all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free and the Employee will surrender them upon the termination of any reserved the Employment Term, or upon the Company’s earlier request. The Employee irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any kind time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Employee from the Company. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for the Company’s benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense.
(b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on Executive’s partbehalf of the Company, and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Employee hereby irrevocably conveys, transfers and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein assigns to the Company, then Executive hereby solelyall rights, exclusively in all media now known or hereinafter devised, throughout the universe and irrevocably assigns in perpetuity, in and transfers to the Company any and Inventions, including, without limitation, all of his the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventio ns. To the extent that the Employee has any rights in the results and proceeds of the Employee’s service to the Company that cannot be assigned in the manner described herein, the Employee agrees to unconditionally waive the enforcement of such rights. The Employee hereby waives any and all currently existing and future monetary rights in and to the Developments. Executive agrees to disclose Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Company promptly and fully all future Developments and, at any time upon request and at the expense Employee’s benefit by virtue of the Company, Employee being an employee of or other service provider to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Company.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment with the Company or within one (1) year after Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employment.
Appears in 4 contracts
Samples: Employment Agreement (Amplify Energy Corp.), Employment Agreement (Amplify Energy Corp.), Employment Agreement (Amplify Energy Corp.)
Assignment of Developments. (ia) Executive acknowledges and agrees that all developments, including, without limitation, the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds of the foregoing, relating to the Business or future business of the Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or as a result of Executive’s employment with the Company (collectively, “Developments”) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his right, title and interest in and to the Developments. Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Company.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment with the Company or within one (1) year after Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s 's employment with the Company, he did or shall (either alone or with others) make, conceive, create, discover, invent, reduce to practice or otherwise obtain any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, show-how, trade secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright, trademark or similar statutes) (herein called "Developments") that relates to the business of the Company or any customer of or supplier to the Company or any of the products or services being considered, conceived, researched, developed, marketed, manufactured, distributed or sold by the Company; results from tasks assigned to or performed by him on behalf of the Company; results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company; results from activities engaged in during Company time; or results from use of Confidential Information of the Company whether such use occurred prior to, during or after the Executive's employment with the Company, such Developments and the benefits thereof are and shall immediately become the sole and absolute property of the Company and its assigns, as works made for hire or otherwise. The Executive further agrees that he shall promptly disclose to the Company (or any persons designated by it) each such Development and, as may be necessary to ensure the Company's ownership of such Developments, the Executive hereby assigns to the Company and its assigns any rights (including, but not limited to, any patents, copyrights and trademarks) he may have or may acquire in and to the Developments and any benefits and/or rights resulting therefrom without further compensation and shall communicate to the Company, without cost or delay, and without disclosing to others the same, all available information relating thereto (with all necessary plans and models).
(b) The Executive agrees that any time, at the request and cost of the Company, he will promptly sign, execute, make and do all such deeds, documents, acts and things as the Company and its duly authorized agents may reasonably require (i) to apply for, obtain, register and vest in the name of the Company alone (unless the Company otherwise directs) letters patent, copyrights, trademarks or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same; and
(ii) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition or other proceedings or petitions or applications for revocation of such letters patent, copyright, trademark or other analogous protection.
(c) The Executive represents that the Developments identified in Schedule A, if any, attached hereto comprise all the unpatented Developments and all copyrightable but unregistered Developments which Executive has made, conceived or created prior to his employment by the Company, which Developments are excluded from this Agreement. The Executive understands that it is necessary to be conclusively presumed that list only the Development was conceived by Executive during the period title and purpose of such employmentDevelopments but not details thereof. IF THERE ARE ANY SUCH DEVELOPMENTS TO BE EXCLUDED, THE UNDERSIGNED SHOULD INITIAL HERE; OTHERWISE IT WILL BE DEEMED THAT THERE ARE NO SUCH EXCLUSIONS. ____.
Appears in 4 contracts
Samples: Noncompetition, Nondisclosure and Developments Agreement (Digene Corp), Noncompetition, Nondisclosure and Developments Agreement (Digene Corp), Noncompetition, Nondisclosure and Developments Agreement (Digene Corp)
Assignment of Developments. (ia) Executive The Employee acknowledges and agrees that all developmentsideas, including, without limitation, the creation of new products, devicesmethods, inventions, discoveries, concepts, ideas, improvements, patentswork products, trademarksdevelopments, trade namessoftware, trade dressknow-how, service marksprocesses, copyrightstechniques, domain namesworks of authorship and other work product, trade secretswhether patentable or unpatentable, designs(i) that are reduced to practice, workscreated, reportsinvented, computer software designed, developed, contributed to, or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds improved with the use of any Company Group resources and/or within the scope of the foregoing, relating Employee’s work with the Company Group or that relate to the Business business, operations or future business actual or demonstrably anticipated research or development of the Company Group, and that Executiveare made or conceived by the Employee, alone solely or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practiceduring the Employment Term, or acquired during Executive’s employment with or as a result of Executive’s employment (ii) suggested by any work that the Employee performs in connection with the Company (collectivelyGroup, “Developments”) either while performing the Employee’s duties with the Company Group or on the Employee’s own time, but only insofar as the Inventions are being prepared by Executive related to the Employee’s work as an employee of or other service provider to the Company within Group, shall belong exclusively to the scope Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of Executive’s employment all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free and the Employee will surrender them upon the termination of any reserved the Employment Term, or upon the Company’s earlier request. The Employee irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any kind time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Employee from the Company. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for the Company’s benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense.
(b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on Executive’s partbehalf of the Company, and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Employee hereby irrevocably conveys, transfers and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein assigns to the Company, then Executive hereby solelyall rights, exclusively in all media now known or hereinafter devised, throughout the universe and irrevocably assigns in perpetuity, in and transfers to the Company any and Inventions, including, without limitation, all of his the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Employee has any rights in the results and proceeds of the Employee’s service to the Company that cannot be assigned in the manner described herein, the Employee agrees to unconditionally waive the enforcement of such rights. The Employee hereby waives any and all currently existing and future monetary rights in and to the Developments. Executive agrees to disclose Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Company promptly and fully all future Developments and, at any time upon request and at the expense Employee’s benefit by virtue of the Company, Employee being an employee of or other service provider to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Company.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment with the Company or within one (1) year after Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employment.
Appears in 4 contracts
Samples: Employment Agreement (Amplify Energy Corp.), Employment Agreement (Amplify Energy Corp.), Employment Agreement (Amplify Energy Corp.)
Assignment of Developments. 3.1 If at any time or times during my employment or other association with the Company, I shall (either alone or with others) make, conceive, create, discover, invent or reduce to practice any Development that (i) Executive acknowledges and agrees that all developments, including, without limitation, the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds of the foregoing, relating relates to the Business or future business of the Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, any customer of or supplier to the Company or any of the products or services being developed, reduced to practice, manufactured or acquired during Executive’s employment with or as a result of Executive’s employment with sold by the Company or which may be used in relation therewith; or (collectivelyii) results from tasks assigned to me by the Company; or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, “Developments”) leased or contracted for by the Company, then all such Developments and the benefits thereof are being prepared by Executive as an employee and shall immediately become the sole and absolute property of the Company within the scope of Executive’s employment and shall be considered its assigns, as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works made for hire is or otherwise. I shall promptly disclose to the Company (or any persons designated by it) each such Development. I hereby assign all rights (including, but not effective limited to, rights to place ownership of inventions, patentable subject matter, copyrights and trademarks) I may have or may acquire in the Developments and all benefits and/or rights therein resulting therefrom to the Company and its assigns without further compensation and shall communicate, without cost or delay, and without disclosing to others the same, all available information relating thereto (with all necessary plans and models) to the Company.
3.2 I will assist, then Executive hereby solelyupon request, exclusively in locating writings and irrevocably assigns other physical evidence of the making of my Developments and transfers provide unrecorded information relating to them, and give testimony in any proceeding in which any of my Developments or any application or patent directed thereto may be involved, provided that if I am no longer employed by the Company, reasonable compensation shall be paid for such services. Notwithstanding the foregoing, no obligation is imposed on the Company to remunerate at a higher rate for the giving of testimony than the rate established by law for the compensation of witnesses in the court or tribunal where the testimony is taken. To the extent feasible, the Company will use its best efforts to request such assistance at times and places as will least interfere with any and all other employment of his right, title and interest in and to the Developments. Executive agrees to mine.
3.3 I will promptly disclose to the Company promptly and fully all future Developments andmaterial which I produce, at any time upon request compose or write, individually or in collaboration with others, which arises out of work delegated to me by the Company. I agree that all such material constitutes a work for hire, and at the expense of the Company, to execute, acknowledge and deliver I will assign to the Company all instruments that my interest in such copyrightable material and will sign all papers and do all other acts necessary to assist the Company shall prepare and to take obtain copyrights on such material in any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, countries.
3.4 Any Development relating to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary business made by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Company.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment with the Company or me within one (1) year after Executive’s leaving following the termination of my employment (and which is required to be disclosed in accordance with Section 2.1 above) shall be presumed to be owned by the Company’s employ.
3.5 I represent that the Developments identified in the Appendix attached hereto, describing a Development within if any, comprise all the scope of Executive’s work for the Company Developments that I have made or which otherwise relates conceived prior to a portion of the business of my employment by the Company, of which the Executive had knowledge during Executive’s employment with the Company, Developments are excluded from this Agreement. I understand that it is only necessary to be conclusively presumed that list the title of such Developments and the purpose thereof, but not details of the Development was conceived by Executive during the period of such employmentitself. IF THERE ARE ANY SUCH DEVELOPMENTS TO BE EXCLUDED, THE UNDERSIGNED SHOULD INITIAL HERE; OTHERWISE IT WILL BE DEEMED THAT THERE ARE NO SUCH EXCLUSIONS. .
Appears in 3 contracts
Samples: General Release and Post Separation Consulting Agreement (Syndax Pharmaceuticals Inc), General Release and Post Separation Consulting Agreement (Syndax Pharmaceuticals Inc), General Release and Separation Agreement (Syndax Pharmaceuticals Inc)
Assignment of Developments. (a) All inventions, modifications, discoveries, designs, developments, improvements, processes, works of authorship, documentation, formulae, data, techniques, know-how, secrets or intellectual property rights or any interest therein made by Employee, either alone or in conjunction with others, at any place or at any time during the Term, whether or not reduced to writing or practice during such period , which result , in whole or in part, from (i) Executive acknowledges any services performed directly or indirectly for the Company by Employee or (ii) Employee’s use of the Company’s time, equipment, supplies, facilities or information (collectively, the “Company Developments”) shall be and agrees that all developments, includinghereby is the exclusive property of the Company without any further compensation to Employee. In addition, without limitation, limiting the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds generality of the foregoing, relating all Company Developments which are copyrightable work by Employee are intended to the Business or future business of the Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or as a result of Executive’s employment with the Company (collectively, be “Developments”) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works work made for hire” as defined in Section 81 of the Copyright Act of 1976, as amended, and shall remain be and hereby are the sole and exclusive property of the Company, free of .
(b) Employee shall promptly disclose any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Company Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company. If any Company Development is not the property of the Company by operation of law, then Executive this Agreement or otherwise, Employee will, and hereby solelydoes, exclusively and irrevocably assigns and transfers without further consideration, assign to the Company any and all of his right, title and interest in such Company Development and to the Developments. Executive agrees to disclose to will reasonably assist the Company promptly and fully all future Developments andits nominees in every way, at any time upon request and at the expense of the Company’s expense, to executesecure, acknowledge maintain and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of defend the Company’s rights hereunderin such Company Development. Employee shall sign all instruments necessary for the filing and prosecution of any applications for, including executing or extension or renewals of, letters patent (or other intellectual property registrations or filings) of the United States or any foreign country which the Company desires to file. Employee hereby irrevocably designates and delivering patent, trademark or copyright applications and instruments of assignment to appoints the Company and enabling the Company to file instruments of assignment forits duly authorized officers and agents as Employee’s agent and attorney-in-fact (which designation and appointment shall be deemed coupled with an interest and shall survive Employee’s death or incapacity), to act for and in Employee’s behalf to execute and file and prosecute applications forany such applications, extensions or renewals and to acquiredo all other lawfully permitted acts to further the prosecution and issuance of such letters patent or other intellectual property registrations or filings, maintainor such other similar documents, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which with the same are deemed necessary legal force and effect as if executed by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the CompanyEmployee.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment with the Company or within one (1) year after Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employment.
Appears in 3 contracts
Samples: Employment Agreement (KORU Medical Systems, Inc.), Employment Agreement (KORU Medical Systems, Inc.), Employment Agreement (KORU Medical Systems, Inc.)
Assignment of Developments. (ia) Executive acknowledges and agrees I understand that all developments, including, without limitation, the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software my employment duties may include inventing in areas directly or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds of the foregoing, relating indirectly related to the Business or future business of the Company or to a line of business that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or as a result of Executive’s employment with the Company (collectively, “Developments”) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and may reasonably be interested in pursuing. All Work Product shall be considered as “works constitute work made for hire” and shall remain the sole and exclusive property . If (i) any of the Company, free of any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works Work Product may not be considered work made for hire is not effective to place hire, or (ii) ownership of the Developments and all rights therein to the Company, then Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his right, title title, and interest in and to the Developments. Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of Work Product will not vest exclusively in the Company, then, without further consideration, I assign all presently-existing Work Product to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered agree to the Company immediately upon the termination of Executive’s employment with assign, and automatically assign, all future Work Product to the Company.
(iib) If The Company will have the right to obtain and hold in its own name copyrights, patents, design registrations and continuations thereof, proprietary database rights, trademarks, rights of publicity, and any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment with other protection available in the Company or within one (1) year after Executive’s leaving Work Product. At the Company’s employrequest, describing a Development within the scope of Executive’s work for the Company I agree to perform, during or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s after my employment with the Company, it is any acts to be conclusively presumed that transfer, perfect and defend the Development was conceived Company’s ownership of the Work Product, including, but not limited to: (i) executing all documents (including a formal assignment to the Company) for filing an application or registration for protection of the Work Product (an “Application”), (ii) explaining the nature of the Work Product to persons designated by Executive during the period Company, (iii) reviewing Applications and other related papers, or (iv) providing any other assistance reasonably required for the orderly prosecution of Applications. I agree to provide the Company with a written description of any Work Product in which I am involved (solely or jointly with others) and the circumstances surrounding the creation of such employmentWork Product.
(c) During my employment and after my employment with the Company ends, I grant to the Company an irrevocable, nonexclusive, worldwide, royalty-free license to: (i) make, use, sell, copy, perform, display, distribute, or otherwise utilize copies of the Licensed Materials, (ii) prepare, use and distribute derivative works based upon the Licensed Materials, and (iii) authorize others to do the same. I will notify the Company in writing of any Licensed Materials I deliver to the Company.
(d) For purposes of this Agreement, the following definitions shall apply:
Appears in 3 contracts
Samples: Employment Agreement (S1 Corp /De/), Employment Agreement (S1 Corp /De/), Employment Agreement (S1 Corp /De/)
Assignment of Developments. (i) Executive Employee acknowledges and agrees that all developments, including, without limitation, the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds of the foregoing, relating to the Business or future business of the Company that ExecutiveEmployee, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during ExecutiveEmployee’s employment with or as a result of ExecutiveEmployee’s employment with the Company (collectively, “Developments”) are being prepared by Executive Employee as an employee of the Company within the scope of ExecutiveEmployee’s employment and shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on ExecutiveEmployee’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then Executive Employee hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his right, title and interest in and to the Developments. Executive Employee agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive Employee or made available to Executive Employee concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of ExecutiveEmployee’s employment with the Company.
(ii) If any patent, trademark or copyright application is filed by Executive Employee or on ExecutiveEmployee’s behalf during ExecutiveEmployee’s employment with the Company or within one (1) year after ExecutiveEmployee’s leaving the Company’s employ, describing a Development within the scope of ExecutiveEmployee’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive Employee had knowledge during ExecutiveEmployee’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive Employee during the period of such employment.
Appears in 3 contracts
Samples: Employment Agreement (Rancho Santa Fe Mining, Inc.), Employment Agreement (Rancho Santa Fe Mining, Inc.), Employment Agreement (Microphase Corp)
Assignment of Developments. (ia) The Executive acknowledges agrees to assign and agrees that hereby assigns to the Company all developmentstitle, interests and rights, including, without limitation, the creation of new productsintellectual property rights, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentationin and to any and all Developments, and writings and applications thereof, including all results and proceeds of the foregoing, relating agrees to the Business or future business of the Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or as a result of Executive’s employment with the Company (collectively, “Developments”) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then Executive hereby solely, exclusively and irrevocably assigns and transfers assign to the Company any and all patents and patent applications arising from such Developments, and agrees to execute and deliver such assignments, patents and patent applications and other documents (including, without limitation, powers of his rightattorney) as the Company may direct, title and interest agrees to cooperate fully with the Company during the Term, to enable the Company to secure and maintain rights in said Developments in any and to all countries. In the Developments. event that any of such Developments are by operation of applicable state law excluded from this assignment, the Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare have a non-exclusive, fully paid license to use for all purposes any such Developments not assigned to the Company under this Section 6. The Executive understands and to take any and all other actions agrees that are necessary or desirablethe Company shall determine, in its sole and absolute discretion, whether an application for patent, copyright, mask work registration, or for any other intellectual property right shall be filed on any Development which is assigned to the reasonable opinion Company under this Agreement, and whether such application shall be prosecuted or abandoned prior to issuance or registration.
(b) If the Company is unable to procure Executive’s signature, within thirty (30) days following delivery of the Companywritten request therefor, on any document reasonably necessary to evidence apply for, prosecute, obtain, or effectuate all or enforce any of the Company’s rights hereunderpatent, including executing and delivering patentcopyright, trademark or copyright applications other right or protection relating to any Development, whether by reason of Executive’s mental or physical incapacity, Executive’s unavailability, or any other cause whatsoever, then Executive agrees and instruments of assignment to hereby irrevocably appoints the Company and enabling each of its duly authorized officers as the Company to file instruments of assignment forExecutive’s agent and attorney-in-fact, to file act for and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Company.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment to execute and file any such document and to do all other lawfully permitted acts to further the prosecution, issuance, and enforcement of patents, copyrights, or other rights or protections, with the Company or within one (1) year after same force and effect as if executed and delivered by Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employment.
Appears in 3 contracts
Samples: Employment Agreement (BioTrove, Inc.), Employment Agreement (BioTrove, Inc.), Employment Agreement (BioTrove, Inc.)
Assignment of Developments. 3.1 If at any time or times during my employment or other association with the Company, I shall (either alone or with others) make, conceive, create, discover, invent or reduce to practice any Development that (i) Executive acknowledges and agrees that all developments, including, without limitation, the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds of the foregoing, relating relates to the Business or future business of the Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, any customer of or supplier to the Company or any of the products or services being developed, reduced to practice, manufactured or acquired during Executive’s employment with or as a result of Executive’s employment with sold by the Company or which may be used in relation therewith; or (collectivelyii) results from tasks assigned to me by the Company; or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, “Developments”) leased or contracted for by the Company, then all such Developments and the benefits thereof are being prepared by Executive as an employee and shall immediately become the sole and absolute property of the Company within the scope of Executive’s employment and shall be considered its assigns, as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works made for hire is or otherwise. I shall promptly disclose to the Company (or any persons designated by it) each such Development. I hereby assign all rights (including, but not effective limited to, rights to place ownership of inventions, patentable subject matter, copyrights and trademarks) I may have or may acquire in the Developments and all benefits and/or rights therein resulting therefrom to the Company and its assigns without further compensation and shall communicate, without cost or delay, and without disclosing to others the same, all available information relating thereto (with all necessary plans and models) to the Company.
3.2 I will assist, then Executive hereby solelyupon request, exclusively in locating writings and irrevocably assigns other physical evidence of the making of my Developments and transfers provide unrecorded information relating to them, and give testimony in any proceeding in which any of my Developments or any application or patent directed thereto may be involved, provided that if I am no longer employed by the Company, reasonable compensation shall be paid for such services. Notwithstanding the foregoing, no obligation is imposed on the Company to remunerate at a higher rate for the giving of testimony than the rate established by law for the compensation of witnesses in the court or tribunal where the testimony is taken. To the extent feasible, the Company will use its best efforts to request such assistance at times and places as will least interfere with any and all other employment of his right, title and interest in and to the Developments. Executive agrees to mine.
3.3 I will promptly disclose to the Company promptly and fully all future Developments andmaterial which I produce, at any time upon request compose or write, individually or in collaboration with others, which arises out of work delegated to me by the Company. I agree that all such material constitutes a work for hire, and at the expense of the Company, to execute, acknowledge and deliver I will assign to the Company all instruments that my interest in such copyrightable material and will sign all papers and do all other acts necessary to assist the Company shall prepare and to take obtain copyrights on such material in any and all other actions that are necessary or desirable, in the reasonable opinion of countries.
3.4 Any Development relating to the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary 's business made by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Company.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment with the Company or me within one (1) year after Executive’s leaving following the termination of my employment (and which is required to be disclosed in accordance with Section 2.1 above) shall be presumed to be owned by the Company’s employ.
3.5 I represent that the Developments identified in the Appendix attached hereto, describing a Development within if any, comprise all the scope of Executive’s work for the Company Developments that I have made or which otherwise relates conceived prior to a portion of the business of my employment by the Company, of which the Executive had knowledge during Executive’s employment with the Company, Developments are excluded from this Agreement. I understand that it is only necessary to be conclusively presumed list the title of such Developments and the purpose thereof, but not details of the Development itself. IF THERE ARE ANY SUCH DEVELOPMENTS TO BE EXCLUDED, THE UNDERSIGNED SHOULD INITIAL HERE; OTHERWISE IT WILL BE DEEMED THAT THERE ARE NO SUCH EXCLUSIONS. .
3.6 As previously noted, the Company understands and agrees that I currently maintain and will continue to maintain an appointment as a professor on the faculty of Ben-Gurion University in Israel. The Company further understands and agrees that the provisions of Sections 3.1 through 3.4, above, are inapplicable to the extent any Development was conceived is made, conceived, created, discovered, invented or reduced to practice by Executive during me through my use of resources, tools, and/or facilities of Ben-Gurion University and while performing duties specifically for Ben-Gurion University as a professor of the period of such employment.University. ARTICLE IV
Appears in 2 contracts
Samples: Employment Agreement (Choicetel Communications Inc /Mn/), Employment Agreement (Choicetel Communications Inc /Mn/)
Assignment of Developments. Employee has disclosed, and will disclose, promptly and fully to Employer and to no one else: (i) Executive acknowledges all inventions, ideas, improvements, discoveries, works modifications, processes, software programs, works of authorship, documentation, formulae, techniques, designs, methods, trade secrets, technical specifications and technical data, know-how and show-how, concepts, expressions or other developments whatsoever or any interest therein (whether or not patentable or registrable under copyright, trademark or similar statutes or subject to analogous protection) made, authored, devised, developed, discovered, reduced to practice, conceived or otherwise obtained by Employee (collectively, together with all patent rights, copyrights, trade secret rights and other intellectual property rights, worldwide, and the right to xxx for present, past and future infringements thereof, the "Developments"), solely or jointly with others, during the course of Employee's employment with Employer (whether prior to or after the date of this Agreement) that (a) are related to the business of the Company or any of the products or services being researched, developed, distributed, manufactured or sold by the Company or which may be used in relation therewith or (b) result from tasks assigned to Employee by the Company; (ii) any Development that is related to the business of the Company and in which Employee had an assignable interest at the time of Employee's first employment by Employer; or (iii) any Development made using the time, materials or facilities of the Company, even if such Development does not relate to the business of the Company. The determination as to whether a Development is related to the business of the Company shall be made solely by an authorized representative of Employer. Any Development relating to the business of the Company and disclosed to the Company within one year following the termination of Employee's employment with Employer shall be deemed to fall within the provisions of this Section 5.02. The "business of the Company" as used in this Section 5.02 includes the actual business currently conducted by the Company, as well as any business conducted by the Company during the course of Employee's employment prior to the Commencement Date and any business in which the Company is actively engaged in the development of at any time during the period of Employee's employment. Employee agrees that, to the maximum extent possible, all such Developments listed above and the benefits thereof are and shall immediately become the sole and absolute property of Employer from conception, as "works made for hire" (as that term is used under the U.S. Copyright Act of 1976, as amended) or otherwise. Employee shall have no interest in any Developments. To the extent that title to any Developments or any materials comprising or including any Developments does not, by operation of law, vest in Employer, Employee hereby irrevocably assigns to Employer all developmentsof Employee's right, title and interest (including, without limitation, tangible and intangible rights such as patent rights, trademarks, copyrights and all other intellectual property rights, worldwide, and the creation right to xxx for present, past and future infringements thereof) that Employee may have or may acquire in and to all such Developments, benefits and/or rights resulting therefrom, and agrees promptly to execute any further specific assignments related to such Developments, benefits and/or rights at the request of new productsEmployer. Employee also hereby assigns to Employer, devicesor waives if not assignable, inventionsall of Employee's "moral rights" in and to all such Developments, discoveriesand agrees promptly to execute any further specific assignments or waivers related to moral rights at the request of Employer. Employee represents and warrants to Company that Employee has at no time assigned or otherwise transferred any interest in any Development (including, conceptsbut not limited to, ideasany Developments arising in connection with Employee's employment prior to the Commencement Date), improvementsto any third party, or granted any third party any license, permission, or other right with respect to any such Development, or permitted any lien, security interest or other encumbrance to be imposed on any such Development, or entered into any contract or other arrangement pursuant to which Employee has agreed to do any of the foregoing. Employee agrees to assist Employer without charge for so long as Employee is an employee of Employer and for as long thereafter as may be necessary (but at Employer's expense including reasonable compensation to Employee if Employee is no longer an employee of Employer): (1) to apply, obtain, register and renew for, and vest in, Employer's benefit alone (unless Employer otherwise directs), patents, trademarks, trade namescopyrights, trade dressmask works, service marksand other protection for such Developments in all countries, and (2) in any controversy or legal proceeding relating to Developments. In the event that Employer is unable to secure Employee's signature after reasonable effort in connection with any patent, trademark, copyright, mask work or other similar protection relating to a Development, Employee hereby irrevocably designates and appoints Employer and its duly authorized officers and agents as Employee's agent and attorney-in-fact, to act for and on Employee's behalf and stead to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, trademarks, copyrights, domain names, trade secrets, designs, works, reports, computer software mask works or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds of the foregoing, relating to the Business or future business of the Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or as a result of Executive’s employment other similar protection thereon with the Company (collectively, “Developments”) are being prepared same legal force and effect as if executed by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his right, title and interest in and to the Developments. Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the CompanyEmployee.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment with the Company or within one (1) year after Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employment.
Appears in 2 contracts
Samples: Employment Agreement (Ivivi Technologies, Inc.), Employment Agreement (Ivivi Technologies, Inc.)
Assignment of Developments. (a) All inventions, modifications, discoveries, designs, developments, improvements , processes, works of authorship, documentation, formulae, data, techniques, know-how, secrets or intellectual property rights or any interest therein made by Employee, either alone or in conjunction with others, at any place or at any time during the Term, whether or not reduced to writing or practice during such period , which result , in whole or in part, from (i) Executive acknowledges any services performed directly or indirectly for the Company by Employee or (ii) Employee’s use of the Company’s time, equipment, supplies, facilities or information (collectively, the “Company Developments”) shall be and agrees that all developments, includinghereby is the exclusive property of the Company without any further compensation to Employee. In addition, without limitation, limiting the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds generality of the foregoing, relating all Company Developments which are copyrightable work by Employee are intended to the Business or future business of the Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or as a result of Executive’s employment with the Company (collectively, be “Developments”) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works work made for hire” as defined in Section 81 of the Copyright Act of 1976, as amended, and shall remain be and hereby are the sole and exclusive property of the Company, free of .
(b) Employee shall promptly disclose any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Company Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company. If any Company Development is not the property of the Company by operation of law, then Executive this Agreement or otherwise, Employee will, and hereby solelydoes, exclusively and irrevocably assigns and transfers without further consideration, assign to the Company any and all of his right, title and interest in such Company Development and to the Developments. Executive agrees to disclose to will reasonably assist the Company promptly and fully all future Developments andits nominees in every way, at any time upon request and at the expense of the Company’s expense, to executesecure, acknowledge maintain and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of defend the Company’s rights hereunderin such Company Development. Employee shall sign all instruments necessary for the filing and prosecution of any applications for, including executing or extension or renewals of, letters patent (or other intellectual property registrations or filings) of the United States or any foreign country which the Company desires to file. Employee hereby irrevocably designates and delivering patent, trademark or copyright applications and instruments of assignment to appoints the Company and enabling the Company to file instruments of assignment forits duly authorized officers and agents as Employee’s agent and attorney-in-fact (which designation and appointment shall be deemed coupled with an interest and shall survive Employee’s death or incapacity), to act for and in Employee’s behalf to execute and file and prosecute applications forany such applications, extensions or renewals and to acquiredo all other lawfully permitted acts to further the prosecution and issuance of such letters patent or other intellectual property registrations or filings, maintainor such other similar documents, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which with the same are deemed necessary legal force and effect as if executed by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the CompanyEmployee.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment with the Company or within one (1) year after Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employment.
Appears in 2 contracts
Samples: Employment Agreement (KORU Medical Systems, Inc.), Employment Agreement (KORU Medical Systems, Inc.)
Assignment of Developments. (ia) The Executive acknowledges and agrees that all developments, including, without limitation, the creation of new products, devicesconferences, training/seminars, publications, programs, methods of organizing information, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, documentation and writings and applications thereof, including all results and proceeds of the foregoing, relating to the Business business or future business of the Company that the Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during the Executive’s employment with or as a result of the Executive’s employment with the Company (collectively, “Developments”) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made for hire” hire and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on the Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then The Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his rightrights, title titles and interest in and to the all such Developments, if any. The Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare prepare, to give evidence and to take any and all other actions (including, among other things, the execution and delivery under oath of patent or copyright applications and instruments of assignment) that are necessary or desirable, desirable in the reasonable opinion of the Company, Company to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to enable the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, maintain and enforce, all patentsletters patent, trademarks trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, lists and other documentation (and all copies thereof) made or compiled by the Executive or made available to the Executive concerning the Developments or otherwise concerning the past, present, present or planned business of the Company are the property of the Company, and shall will be delivered to the Company immediately upon the termination of the Executive’s employment with the Company.
(iib) If any patent, trademark a patent application or copyright application registration is filed by the Executive or on the Executive’s behalf during the Executive’s employment with the Company or within one (1) year after the Executive’s leaving the Company’s employ, describing a Development within the scope of the Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, Company of which the Executive had knowledge during the Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by the Executive during the period of such employment.
Appears in 2 contracts
Samples: Employment Agreement (American Axle & Manufacturing Holdings Inc), Employment Agreement (American Axle & Manufacturing Holdings Inc)
Assignment of Developments. (ia) The Executive acknowledges and agrees that all developments, including, without limitation, the creation of new products, devicesconferences, training/seminars, publications, programs, methods of organizing information, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, documentation and writings and applications thereof, including all results and proceeds of the foregoing, relating to the Business business or future business of the Company that the Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during the Executive’s employment with or as a result of the Executive’s employment with the Company (collectively, “‘‘Developments”’’) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made for hire” hire and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on the Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then The Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his rightrights, title titles and interest in and to the all such Developments, if any. The Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare prepare, to give evidence and to take any and all other actions (including, among other things, the execution and delivery under oath of patent or copyright applications and instruments of assignment) that are necessary or desirable, desirable in the reasonable opinion of the Company, Company to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to enable the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, maintain and enforce, all patentsletters patent, trademarks trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, lists and other documentation (and all copies thereof) made or compiled by the Executive or made available to the Executive concerning the Developments or otherwise concerning the past, present, present or planned business of the Company are the property of the Company, and shall will be delivered to the Company immediately upon the termination of the Executive’s employment with the Company.
(iib) If any patent, trademark a patent application or copyright application registration is filed by the Executive or on the Executive’s behalf during the Executive’s employment with the Company or within one (1) year after Executive’s leaving during the Company’s employRestricted Period, describing a Development within the scope of the Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, Company of which the Executive had knowledge during the Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by the Executive during the period of such employment.
Appears in 2 contracts
Samples: Employment Agreement (Jetblue Airways Corp), Employment Agreement (Jetblue Airways Corp)
Assignment of Developments. Employee has disclosed, and will disclose, promptly and fully to Employer and to no one else: (i) Executive acknowledges all inventions, ideas, improvements, discoveries, works modifications, processes, software programs, works of authorship, documentation, formulae, techniques, designs, methods, trade secrets, technical specifications and technical data, know-how and show-how, concepts, expressions or other developments whatsoever or any interest therein (whether or not patentable or registrable under copyright, trademark or similar statutes or subject to analogous protection) made, authored, devised, developed, discovered, reduced to practice, conceived or otherwise obtained by Employee (collectively, together with all patent rights, copyrights, trade secret rights and other intellectual property rights, worldwide, and the right to xxx for present, past and future infringements thereof, the "DEVELOPMENTS"), solely or jointly with others, during the course of Employee's employment with Employer (whether prior to or after the date of this Agreement) that (a) are related to the business of the Company or any of the products or services being researched, developed, distributed, manufactured or sold by the Company or which may be used in relation therewith or (b) result from tasks assigned to Employee by the Company; (ii) any Development that is related to the business of the Company and in which Employee had an assignable interest at the time of Employee's first employment by Employer; or (iii) any Development made using the time, materials or facilities of the Company, even if such Development does not relate to the business of the Company. The determination as to whether a Development is related to the business of the Company shall be made solely by an authorized representative of Employer. Any Development relating to the business of the Company and disclosed to the Company within one year following the termination of Employee's employment with Employer shall be deemed to fall within the provisions of this Section 5.02. The "BUSINESS OF THE COMPANY" as used in this Section 5.02 includes the actual business currently conducted by the Company, as well as any business conducted by the Company during the course of Employee's employment prior to the Original Agreement Date and any business in which the Company is actively engaged in the development of at any time during the period of Employee's employment. Employee agrees that, to the maximum extent possible, all such Developments listed above and the benefits thereof are and shall immediately become the sole and absolute property of Employer from conception, as "works made for hire" (as that term is used under the U.S. Copyright Act of 1976, as amended) or otherwise. Employee shall have no interest in any Developments. To the extent that title to any Developments or any materials comprising or including any Developments does not, by operation of law, vest in Employer, Employee hereby irrevocably assigns to Employer all developmentsof Employee's right, title and interest (including, without limitation, tangible and intangible rights such as patent rights, trademarks, copyrights and all other intellectual property rights, worldwide, and the creation right to xxx for present, past and future infringements thereof) that Employee may have or may acquire in and to all such Developments, benefits and/or rights resulting therefrom, and agrees promptly to execute any further specific assignments related to such Developments, benefits and/or rights at the request of new productsEmployer. Employee also hereby assigns to Employer, devicesor waives if not assignable, inventionsall of Employee's "moral rights" in and to all such Developments, discoveriesand agrees promptly to execute any further specific assignments or waivers related to moral rights at the request of Employer. Employee represents and warrants to Company that Employee has at no time assigned or otherwise transferred any interest in any Development (including, conceptsbut not limited to, ideasany Developments arising in connection with Employee's employment prior to the Original Agreement Date), improvementsto any third party, or granted any third party any license, permission, or other right with respect to any such Development, or permitted any lien, security interest or other encumbrance to be imposed on any such Development, or entered into any contract or other arrangement pursuant to which Employee has agreed to do any of the foregoing. Employee agrees to assist Employer without charge for so long as Employee is an employee of Employer and for as long thereafter as may be necessary (but at Employer's expense including reasonable compensation to Employee if Employee is no longer an employee of Employer): (1) to apply, obtain, register and renew for, and vest in, Employer's benefit alone (unless Employer otherwise directs), patents, trademarks, trade namescopyrights, trade dressmask works, service marksand other protection for such Developments in all countries, and (2) in any controversy or legal proceeding relating to Developments. In the event that Employer is unable to secure Employee's signature after reasonable effort in connection with any patent, trademark, copyright, mask work or other similar protection relating to a Development, Employee hereby irrevocably designates and appoints Employer and its duly authorized officers and agents as Employee's agent and attorney-in-fact, to act for and on Employee's behalf and stead to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, trademarks, copyrights, domain names, trade secrets, designs, works, reports, computer software mask works or systems, flow charts, diagrams, procedures, data, documentation, other similar protection thereon with the same legal force and writings and applications thereof, including all results and proceeds of effect as if executed by Employee. Notwithstanding the foregoing, relating to the Business or future business of the Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or as a result of Executive’s employment with the Company (collectively, “Developments”) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and this Section 5.02 shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on Executive’s part. If and not cover Developments to the extent that California Labor Code Section 2870(a) prohibits the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his right, title and interest in and to the Developmentsassignment thereof. Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereofSection 2870(a) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Company.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment with the Company or within one (1) year after Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employment.provides as follows:
Appears in 2 contracts
Samples: Employment Agreement (Ivivi Technologies, Inc.), Employment Agreement (Ivivi Technologies, Inc.)
Assignment of Developments. (i) The Executive acknowledges and agrees that all developments, including, without limitation, the creation of new products, devicesconferences, training/seminars, publications, programs, methods of organizing information, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, documentation and writings and applications thereof, including all results and proceeds of the foregoing, relating to the Business business or future business of the Company that the Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during the Executive’s employment with or as a result of the Executive’s employment with the Company (collectively, “Developments”) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made for hire” hire and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on the Executive’s part. If and to a patent application or copyright registration is filed by the extent Executive or on the fact that Executive’s behalf during the Developments are works made for hire is not effective to place ownership Executive’s employment with the Company or within one (1) year after the Executive’s leaving the Company’s employ, describing a Development within the scope of the Developments and all rights therein Executive’s work for the Company or which otherwise relates to a portion of the business of the Company of which the Executive had knowledge during the Executive’s employment with the Company, then it is to be conclusively presumed that the Development was conceived by the Executive during the period of such employment. The Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his rightrights, title titles and interest in and to the all such Developments, if any. The Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare prepare, to give evidence and to take any and all other actions (including, among other things, the execution and delivery under oath of patent or copyright applications and instruments of assignment) that are necessary or desirable, desirable in the reasonable opinion of the Company, Company to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to enable the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, maintain and enforce, all patentsletters patent, trademarks trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, lists and other documentation (and all copies thereof) made or compiled by the Executive or made available to the Executive concerning the Developments or otherwise concerning the past, present, present or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of the Executive’s employment with the Company.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment with the Company or within one (1) year after Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employment.
Appears in 2 contracts
Samples: Employment Agreement (McGraw-Hill Global Education LLC), Employment Agreement (McGraw-Hill Education, Inc.)
Assignment of Developments. (a) All inventions, modifications, discoveries, designs, developments, improvements, processes, works of authorship, documentation, formulae, data, techniques, know-how, secrets or intellectual property rights or any interest therein made by Employee, either alone or in conjunction with others, at any place or at any time during the Term, whether or not reduced to writing or practice during such period, which result, in whole or in part, from (i) Executive acknowledges any services performed directly or indirectly for the Company by Employee or (ii) Employee’s use of the Company’s time, equipment, supplies, facilities or information (collectively, the “Company Developments”) shall be and agrees that all developments, includinghereby is the exclusive property of the Company without any further compensation to Employee. In addition, without limitation, limiting the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds generality of the foregoing, relating all Company Developments which are copyrightable work by Employee are intended to the Business or future business of the Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or as a result of Executive’s employment with the Company (collectively, be “Developments”) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works work made for hire” as defined in Section 81 of the Copyright Act of 1976, as amended, and shall remain be and hereby are the sole and exclusive property of the Company, free of .
(b) Employee shall promptly disclose any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Company Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company. If any Company Development is not the property of the Company by operation of law, then Executive this Agreement or otherwise, Employee will, and hereby solelydoes, exclusively and irrevocably assigns and transfers without further consideration, assign to the Company any and all of his right, title and interest in such Company Development and to the Developments. Executive agrees to disclose to will reasonably assist the Company promptly and fully all future Developments andits nominees in every way, at any time upon request and at the expense of the Company’s expense, to executesecure, acknowledge maintain and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of defend the Company’s rights hereunderin such Company Development. Employee shall sign all instruments necessary for the filing and prosecution of any applications for, including executing or extension or renewals of, letters patent (or other intellectual property registrations or filings) of the United States or any foreign country which the Company desires to file. Employee hereby irrevocably designates and delivering patent, trademark or copyright applications and instruments of assignment to appoints the Company and enabling the Company to file instruments of assignment forits duly authorized officers and agents as Employee’s agent and attorney-in-fact (which designation and appointment shall be deemed coupled with an interest and shall survive Employee’s death or incapacity), to act for and in Employee’s behalf to execute and file and prosecute applications forany such applications, extensions or renewals and to acquiredo all other lawfully permitted acts to further the prosecution and issuance of such letters patent or other intellectual property registrations or filings, maintainor such other similar documents, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which with the same are deemed necessary legal force and effect as if executed by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the CompanyEmployee.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment with the Company or within one (1) year after Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employment.
Appears in 2 contracts
Samples: Employment Agreement (Repro Med Systems Inc), Employment Agreement (Repro Med Systems Inc)
Assignment of Developments.
(ia) Executive The Employee acknowledges and agrees that all developmentsideas, including, without limitation, the creation of new products, devicesmethods, inventions, discoveries, concepts, ideas, improvements, patentswork products, trademarksdevelopments, trade namessoftware, trade dressknow-how, service marksprocesses, copyrightstechniques, domain namesworks of authorship and other work product, trade secretswhether patentable or unpatentable, designs(i) that are reduced to practice, workscreated, reportsinvented, computer software designed, developed, contributed to, or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds improved with the use of any Company Group resources and/or within the scope of the foregoing, relating Employee’s work with the Company Group or that relate to the Business business, operations or future business actual or demonstrably anticipated research or development of the Company Group, and that Executiveare made or conceived by the Employee, alone solely or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practiceduring the Employment Term, or acquired during Executive’s employment with or as a result of Executive’s employment (ii) suggested by any work that the Employee performs in connection with the Company (collectivelyGroup, “Developments”) either while performing the Employee’s duties with the Company Group or on the Employee’s own time, but only insofar as the Inventions are being prepared by Executive related to the Employee’s work as an employee of or other service provider to the Company within Group, shall belong exclusively to the scope Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of Executive’s employment all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free and the Employee will surrender them upon the termination of any reserved the Employment Term, or upon the Company’s earlier request. The Employee irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any kind time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Employee from the Company. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for the Company’s benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense.
(b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on Executive’s partbehalf of the Company, and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Employee hereby irrevocably conveys, transfers and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein assigns to the Company, then Executive hereby solelyall rights, exclusively in all media now known or hereinafter devised, throughout the universe and irrevocably assigns in perpetuity, in and transfers to the Company any and Inventions, including, without limitation, all of his the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventio ns. To the extent that the Employee has any rights in the results and proceeds of the Employee’s service to the Company that cannot be assigned in the manner described herein, the Employee agrees to unconditionally waive the enforcement of such rights. The Employee hereby waives any and all currently existing and future monetary rights in and to the Developments. Executive agrees to disclose Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Company promptly and fully all future Developments and, at any time upon request and at the expense Employee’s benefit by virtue of the Company, Employee being an employee of or other service provider to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Company.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment with the Company or within one (1) year after Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employment.
Appears in 2 contracts
Samples: Employment Agreement (Amplify Energy Corp.), Employment Agreement (Amplify Energy Corp.)
Assignment of Developments. (a) All inventions, modifications, discoveries, designs, developments, improvements, processes, works of authorship, documentation, formulae, data, techniques, know-how, secrets or intellectual property rights or any interest therein made by Executive, either alone or in conjunction with others, at any place or at any time during the Term, whether or not reduced to writing or practice during such period, which result, in whole or in part, from (i) any services performed directly or indirectly for the Company by Executive acknowledges or (ii) Executive’s use of the Company’s time, equipment, supplies, facilities or information (collectively, the “Company Developments”) shall be and agrees that all developments, includinghereby is the exclusive property of the Company without any further compensation to Executive. In addition, without limitation, limiting the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds generality of the foregoing, relating to the Business or future business of the all Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or as a result of Executive’s employment with the Company (collectively, “Developments”) Developments which are being prepared copyrightable work by Executive as an employee of the Company within the scope of Executive’s employment and shall are intended to be considered as “works work made for hire” as defined in Section 81 of the Copyright Act of 1976, as amended, and shall remain be and hereby are the sole and exclusive property of the Company, free of .
(b) Executive shall promptly disclose any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Company Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company. If any Company Development is not the property of the Company by operation of law, then this Agreement or otherwise, Executive will, and hereby solelydoes, exclusively and irrevocably assigns and transfers without further consideration, assign to the Company any and all of his right, title and interest in such Company Development and to the Developments. Executive agrees to disclose to will reasonably assist the Company promptly and fully all future Developments andits nominees in every way, at any time upon request and at the expense of the Company’s expense, to executesecure, acknowledge maintain and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of defend the Company’s rights hereunderin such Company Development. Executive shall sign all instruments necessary for the filing and prosecution of any applications for, including executing or extension or renewals of, letters patent (or other intellectual property registrations or filings) of the United States or any foreign country which the Company desires to file. Executive hereby irrevocably designates and delivering patent, trademark or copyright applications and instruments of assignment to appoints the Company and enabling the Company to file instruments of assignment forits duly authorized officers and agents as Executive’s agent and attorney-in-fact (which designation and appointment shall be deemed coupled with an interest and shall survive Executive’s death or incapacity), to file act for and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Company.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment to execute and file any such applications, extensions or renewals and to do all other lawfully permitted acts to further the prosecution and issuance of such letters patent or other intellectual property registrations or filings, or such other similar documents, with the Company or within one (1) year after same legal force and effect as if executed by Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employment.
Appears in 2 contracts
Samples: Employment Agreement (Repro Med Systems Inc), Employment Agreement (Repro Med Systems Inc)
Assignment of Developments. (i) a. The Executive acknowledges agrees to assign and agrees that hereby assigns to the Company all developmentstitle, interests and rights, including, without limitation, the creation of new productsintellectual property rights, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentationin and to any, and writings all Developments, and applications thereof, including all results and proceeds of the foregoing, relating agrees to the Business or future business of the Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or as a result of Executive’s employment with the Company (collectively, “Developments”) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then Executive hereby solely, exclusively and irrevocably assigns and transfers assign to the Company any and all patents and patent applications arising from such Developments, and agrees to execute and deliver such assignments, patents and patent applications and other documents (including, without limitation, powers of his rightattorney) as the Company may direct, title and interest agrees to cooperate fully with the Company during the Term, to enable the Company to secure and maintain rights in said Developments in any and to all countries. In the Developments. event that any of such Developments are by operation of applicable state law excluded from this assignment, the Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare have a non-exclusive, fully paid license to use for all purposes any such Developments not assigned to the Company under this Section 6. The Executive understands and to take any and all other actions agrees that are necessary or desirablethe Company shall determine, in its sole and absolute discretion, whether an application for patent, copyright, mask work registration, or for any other intellectual property right shall be filed on any Development which is assigned to the reasonable opinion Company under this Agreement, and whether such application shall be prosecuted or abandoned prior to issuance or registration.
b. If the Company is unable to procure Executive’s signature, within thirty (30) days following delivery of the Companywritten request therefor, on any document reasonably necessary to evidence apply for, prosecute, obtain, or effectuate all or enforce any of the Company’s rights hereunderpatent, including executing and delivering patentcopyright, trademark or copyright applications other right or protection relating to any Development, whether by reason of Executive’s mental or physical incapacity, Executive’s unavailability, or any other cause whatsoever, then Executive agrees and instruments of assignment to hereby irrevocably appoints the Company and enabling each of its duly authorized officers as the Company to file instruments of assignment forExecutive’s agent and attorney-in-fact, to file act for and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Company.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment to execute and file any such document and to do all other lawfully permitted acts to further the prosecution, issuance, and enforcement of patents, copyrights, or other rights or protections, with the Company or within one (1) year after same force and effect as if executed and delivered by Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employment.
Appears in 1 contract
Assignment of Developments. (a) All inventions, modifications, discoveries, designs, developments, improvements, processes, works of authorship, documentation, formulae, data, techniques, know-how, secrets or intellectual property rights or any interest therein made by Executive, either alone or in conjunction with others, at any place or at any time during his employment, whether or not reduced to writing or practice during such period, which result, in whole or in part, from (i) any services performed directly or indirectly for the Company by Executive acknowledges or (ii) Executive’s use of the Company’s time, equipment, supplies, facilities or information (collectively, the “Company Developments”) shall be and agrees that all developments, includinghereby is the exclusive property of the Company without any further compensation to Executive. In addition, without limitation, limiting the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds generality of the foregoing, relating to the Business or future business of the all Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or as a result of Executive’s employment with the Company (collectively, “Developments”) Developments which are being prepared copyrightable work by Executive as an employee of the Company within the scope of Executive’s employment and shall are intended to be considered as “works work made for hire” as defined in Section 81 of the Copyright Act of 1976, as amended, and shall remain be and hereby are the sole and exclusive property of the Company, free of .
(b) Executive shall promptly disclose any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Company Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company. If any Company Development is not the property of the Company by operation of law, then this Agreement or otherwise, Executive will, and hereby solelydoes, exclusively and irrevocably assigns and transfers without further consideration, assign to the Company any and all of his right, title and interest in such Company Development and to the Developments. Executive agrees to disclose to will reasonably assist the Company promptly and fully all future Developments andits nominees in every way, at any time upon request and at the expense of the Company’s expense, to executesecure, acknowledge maintain and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of defend the Company’s rights hereunderin such Company Development. Executive shall sign all instruments necessary for the filing and prosecution of any applications for, including executing or extension or renewals of, letters patent (or other intellectual property registrations or filings) of the United States or any foreign country which the Company desires to file. Executive hereby irrevocably designates and delivering patent, trademark or copyright applications and instruments of assignment to appoints the Company and enabling the Company to file instruments of assignment forits duly authorized officers and agents as Executive’s agent and attorney-in-fact (which designation and appointment shall be deemed coupled with an interest and shall survive Executive’s death or incapacity), to file act for and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Company.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment to execute and file any such applications, extensions or renewals and to do all other lawfully permitted acts to further the prosecution and issuance of such letters patent or other intellectual property registrations or filings, or such other similar documents, with the Company or within one (1) year after same legal force and effect as if executed by Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employment.
Appears in 1 contract
Assignment of Developments. If at any time or times during his employment the Employee shall (ieither alone or with others) Executive acknowledges and agrees that all developmentsmake, includingconceive, without limitationdiscover or reduce to practice any invention, the creation of new productsmodification, devicesdiscovery, inventionsdesign, discoveriesdevelopment, conceptsimprovement, ideasprocess, improvementssoftware program, patentswork-of-authorship, trademarksdocumentation, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, proceduresformula, data, documentationtechnique, and writings and applications thereofknow-how, including all results and proceeds of the foregoing, relating secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright or similar statutes or subject to analogous protection) (herein called "Developments") that (a) relates to the Business or future business of the Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, any customer of or supplier to the Company or any of the products or services being developed, reduced manufactured, sold or provided by the Company or which may be used in relation therewith, (b) results from tasks assigned to practicethe Employee by the Company or (c) results from the use of premises or personal property (whether tangible or intangible) owned, leased or acquired during Executive’s employment with or as a result contracted for by the Company, such Developments and the benefits thereof shall immediately become the sole and absolute property of Executive’s employment with the Company and its assigns, and the Employee shall promptly disclose to the Company (collectively, “Developments”or any persons designated by it) are being prepared by Executive as an employee of each such Development and hereby assigns any rights the Employee may have or acquire in the Developments and benefits and/or rights resulting therefrom to the Company within and its assigns without further compensation and shall communicate, without cost or delay, and without publishing the scope same, all available information relating thereto (with all necessary documentation, plans and models) to the Company. Upon disclosure of Executive’s each Development to the Company, the Employee will, during his employment and shall be considered as “works made for hire” at any time thereafter, at the request and shall remain the sole and exclusive property cost of the Company, free of any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Companysign, then Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his right, title and interest in and to the Developments. Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge make and deliver to the Company do all instruments that the Company shall prepare such deeds, documents, acts and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to things as the Company and enabling the Company its duly authorized agents may reasonably require:
a. to file instruments of assignment apply for, to file obtain and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering vest in the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business name of the Company are alone (unless the property Company otherwise directs) letters patent, copyrights, trademarks, service marks or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same; and
b. to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyrights, trademarks, service marks or other analogous protection. In the event the Company is unable, after reasonable effort, to secure the Employee's signature on any letters patent, copyrights, trademarks, service marks or other analogous protection relating to a Development, whether because of the CompanyEmployee's physical or mental incapacity or for any other reason whatsoever, the Employee hereby irrevocably designates and shall be delivered to appoints the Company immediately upon and its duly authorized officers and agents as the termination Employee's agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of Executive’s employment any such letters patent, copyrights, trademarks, service marks and other analogous protection thereon with the Companysame legal force and effect as if executed by the Employee.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment with the Company or within one (1) year after Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employment.
Appears in 1 contract
Samples: Employment Agreement (Soundview Technology Group Inc)
Assignment of Developments. (a) All inventions, modifications, discoveries, designs, developments, improvements, processes, works of authorship, documentation, formulae, data, techniques, know-how, secrets or intellectual property rights or any interest therein made by Executive, either alone or in conjunction with others, at any place or at any time during the Term, whether or not reduced to writing or practice during such period, which result, in whole or in part, from (i) any services performed directly or indirectly for the Company by Executive acknowledges or (ii) Executive’s use of the Company’s time, equipment, supplies, facilities or information (collectively, the “Company Developments”) shall be and agrees that all developments, includinghereby is the exclusive property of the Company without any further compensation to Executive. “Company Developments” shall not include a business book in process of being written and/or published by Executive provided such book contains no Confidential Information and any reference to the Company therein has been approved in writing by the Company prior to general release or submission for publication. In addition, without limitation, limiting the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds generality of the foregoing, relating to the Business or future business of the all Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or as a result of Executive’s employment with the Company (collectively, “Developments”) Developments which are being prepared copyrightable work by Executive as an employee of the Company within the scope of Executive’s employment and shall are intended to be considered as “works work made for hire” as defined in Section 81 of the Copyright Act of 1976, as amended, and shall remain be and hereby are the sole and exclusive property of the Company, free of .
(b) Executive shall promptly disclose any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Company Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company. If any Company Development is not the property of the Company by operation of law, then this Agreement or otherwise, Executive will, and hereby solelydoes, exclusively and irrevocably assigns and transfers without further consideration, assign to the Company any and all of his right, title and interest in such Company Development and to the Developments. Executive agrees to disclose to will reasonably assist the Company promptly and fully all future Developments andits nominees in every way, at any time upon request and at the expense of the Company’s expense, to executesecure, acknowledge maintain and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of defend the Company’s rights hereunderin such Company Development. Executive shall sign all instruments necessary for the filing and prosecution of any applications for, including executing or extension or renewals of, letters patent (or other intellectual property registrations or filings) of the United States or any foreign country which the Company desires to file. Executive hereby irrevocably designates and delivering patent, trademark or copyright applications and instruments of assignment to appoints the Company and enabling the Company to file instruments of assignment forits duly authorized officers and agents as Executive’s agent and attorney-in-fact (which designation and appointment shall be deemed coupled with an interest and shall survive Executive’s death or incapacity), to file act for and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Company.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment to execute and file any such applications, extensions or renewals and to do all other lawfully permitted acts to further the prosecution and issuance of such letters patent or other intellectual property registrations or filings, or such other similar documents, with the Company or within one (1) year after same legal force and effect as if executed by Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employment.
Appears in 1 contract
Assignment of Developments. (ia) Executive acknowledges and agrees that all developmentsIf at any time or times during Employee’s employment, includingEmployee shall (either alone or with others) make, without limitationconceive, the creation discover or reduce to practice any invention, modification, discovery, design, development, improvement, process, software program, work of new productsauthorship, devicesdocumentation, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, proceduresformulae, data, documentationtechnique, and writings and applications thereofknow-how, including all results and proceeds secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright or similar statutes or subject to analogous protection) (herein called “Developments”) that relate to the Company’s Business or any of the foregoingproducts or services being developed, relating to manufactured or sold by the Business Company or future business that may be used in relation therewith, such Developments and the benefits thereof shall immediately become the sole and absolute property of the Company that Executiveand its assigns, alone and Employee shall promptly disclose to the Company each such Development. Employee hereby assigns any rights Employee may have or jointly with othersacquire in the Developments and benefits and/or rights resulting there from to the Company and its assigns without further compensation and shall communicate, has discoveredwithout cost or delay, suggestedand without publishing the same, conceived, created, made, developed, reduced all available information relating thereto to practice, or acquired the Company. Employee further agrees to execute any instruments and to do all other things reasonably requested by the Company (both during Executive’s employment with or as a result of Executiveand after Employee’s employment with the Company (collectively, “Developments”Company) are being prepared by Executive as an employee of in order to more fully vest in the Company within the scope of Executive’s employment and shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved all ownership rights in those items hereby or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein thereby transferred by Employee to the Company. In the event the Company is unable for any reason, then Executive after reasonable effort, to secure Employee’s signature on any document needed in connection with the actions specified in this Section, Employee hereby solelyirrevocably designates and appoints the Company and its duly authorized officers and agents as Employee’s agent and attorney in fact, exclusively which appointment is coupled with an interest, to act for and irrevocably assigns in Employee’s behalf to execute, verify and transfers file any such documents and to perform all other lawfully permitted acts to further the purposes of such section with the same legal force and effect as if executed by Employee. Employee hereby waives and quitclaims to the Company any and all claims, of his rightany nature whatsoever, title and interest in and which Employee now or may hereafter have for infringement of any Development assigned hereunder to the Developments. Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Company.
(iib) If any patentNotwithstanding anything in this Agreement to the contrary, trademark the obligation of Employee to assign or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment with offer to assign his rights in an invention to the Company shall not extend or within one (1) year after Executive’s leaving apply to an invention that Employee developed entirely on his own time without using the Company’s employequipment, describing a Development within supplies, facility or trade secret information, unless such invention (i) relates to the scope of ExecutiveCompany’s business or actual or demonstrably anticipated research or development, or (ii) results from any work performed by Employee for the Company or which otherwise relates Company. Employee shall bear the burden of proof in establishing that his invention qualifies for exclusion under this Section 8(b). With respect to a portion of the business of the Company, of which the Executive had knowledge during Executive’s employment with the Companythis Section 8, it is agreed and acknowledged that during Employee’s employment, the Company may enter other lines of business that are related or unrelated to its current lines of business, in which case this Agreement would be conclusively presumed that the Development was conceived by Executive during the period expanded to cover such new lines of such employmentbusiness.
Appears in 1 contract
Assignment of Developments. (a) All inventions, modifications, discoveries, designs, developments, improvements, processes, works of authorship, documentation, formulae, data, techniques, know-how, secrets or intellectual property rights or any interest therein made by Executive, either alone or in conjunction with others, at any place or at any time during the Term, whether or not reduced to writing or practice during such period , which result , in whole or in part, from (i) any services performed directly or indirectly for the Company by Executive acknowledges or (ii) Executive’s use of the Company’s time, equipment, supplies, facilities or information (collectively, the “Company Developments”) shall be and agrees that all developments, includinghereby is the exclusive property of the Company without any further compensation to Executive. In addition, without limitation, limiting the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds generality of the foregoing, relating to the Business or future business of the all Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or as a result of Executive’s employment with the Company (collectively, “Developments”) Developments which are being prepared copyrightable work by Executive as an employee of the Company within the scope of Executive’s employment and shall are intended to be considered as “works work made for hire” as defined in Section 81 of the Copyright Act of 1976, as amended, and shall remain be and hereby are the sole and exclusive property of the Company, free of .
(b) Executive shall promptly disclose any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Company Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company. If any Company Development is not the property of the Company by operation of law, then this Agreement or otherwise, Executive will, and hereby solelydoes, exclusively and irrevocably assigns and transfers without further consideration, assign to the Company any and all of his right, title and interest in such Company Development and to the Developments. Executive agrees to disclose to will reasonably assist the Company promptly and fully all future Developments andits nominees in every way, at any time upon request and at the expense of the Company’s expense, to executesecure, acknowledge maintain and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of defend the Company’s rights hereunderin such Company Development. Executive shall sign all instruments necessary for the filing and prosecution of any applications for, including executing or extension or renewals of, letters patent (or other intellectual property registrations or filings) of the United States or any foreign country which the Company desires to file. Executive hereby irrevocably designates and delivering patent, trademark or copyright applications and instruments of assignment to appoints the Company and enabling the Company to file instruments of assignment forits duly authorized officers and agents as Executive’s agent and attorney-in-fact (which designation and appointment shall be deemed coupled with an interest and shall survive Executive’s death or incapacity), to file act for and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Company.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment to execute and file any such applications, extensions or renewals and to do all other lawfully permitted acts to further the prosecution and issuance of such letters patent or other intellectual property registrations or filings, or such other similar documents, with the Company or within one (1) year after same legal force and effect as if executed by Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employment.
Appears in 1 contract
Assignment of Developments. (a) All inventions, modifications, discoveries, designs, developments, improvements , processes, works of authorship, documentation, formulae, data, techniques, know-how, secrets or intellectual property rights or any interest therein made by Employee, either alone or in conjunction with others, at any place or at any time during the Term, whether or not reduced to writing or practice during such period which result, in whole or in part, from (i) Executive acknowledges any services performed directly or indirectly for the Company by Employee, or (ii) Employee’s use of the Company’s time, equipment, supplies, facilities or information (collectively, the “Company Developments”) shall be and agrees that all developments, includinghereby is the exclusive property of the Company without any further compensation to Employee. In addition, without limitation, limiting the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds generality of the foregoing, relating all Company Developments which are copyrightable work by Employee are intended to the Business or future business of the Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or as a result of Executive’s employment with the Company (collectively, be “Developments”) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works work made for hire” as defined in Section 81 of the Copyright Act of 1976, as amended, and shall remain be and hereby are the sole and exclusive property of the Company, free of .
(b) Employee shall promptly disclose any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Company Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company. If any Company Development is not the property of the Company by operation of law, then Executive this Agreement or otherwise, Employee will, and hereby solelydoes, exclusively and irrevocably assigns and transfers without further consideration, assign to the Company any and all of his right, title and interest in such Company Development and to the Developments. Executive agrees to disclose to will reasonably assist the Company promptly and fully all future Developments andits nominees in every way, at any time upon request and at the expense of the Company’s expense, to executesecure, acknowledge maintain and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of defend the Company’s rights hereunderin such Company Development. Employee shall sign all instruments necessary for the filing and prosecution of any applications for, including executing or extension or renewals of, letters patent (or other intellectual property registrations or filings) of the United States or any foreign country which the Company desires to file. Employee hereby irrevocably designates and delivering patent, trademark or copyright applications and instruments of assignment to appoints the Company and enabling the Company to file instruments of assignment forits duly authorized officers and agents as Employee’s agent and attorney-in-fact (which designation and appointment shall be deemed coupled with an interest and shall survive Employee’s death or incapacity), to act for and in Employee’s behalf to execute and file and prosecute applications forany such applications, extensions or renewals and to acquiredo all other lawfully permitted acts to further the prosecution and issuance of such letters patent or other intellectual property registrations or filings, maintainor such other similar documents, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which with the same are deemed necessary legal force and effect as if executed by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the CompanyEmployee.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment with the Company or within one (1) year after Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employment.
Appears in 1 contract
Assignment of Developments. (a) All inventions, modifications, discoveries, designs, developments, improvements, processes, works of authorship, documentation, formulae, data, techniques, know-how, secrets or intellectual property rights or any interest therein made by Executive, either alone or in conjunction with others, at any place or at any time during her employment, whether or not reduced to writing or practice during such period, which result, in whole or in part, from (i) any services performed directly or indirectly for the Company by Executive acknowledges or (ii) Executive’s use of the Company’s time, equipment, supplies, facilities or information (collectively, the “Company Developments”) shall be and agrees that all developments, includinghereby is the exclusive property of the Company without any further compensation to Executive. In addition, without limitation, limiting the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds generality of the foregoing, relating to the Business or future business of the all Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or as a result of Executive’s employment with the Company (collectively, “Developments”) Developments which are being prepared copyrightable work by Executive as an employee of the Company within the scope of Executive’s employment and shall are intended to be considered as “works work made for hire” as defined in Section 81 of the Copyright Act of 1976, as amended, and shall remain be and hereby are the sole and exclusive property of the Company, free of .
(b) Executive shall promptly disclose any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Company Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company. If any Company Development is not the property of the Company by operation of law, then this Agreement or otherwise, Executive will, and hereby solelydoes, exclusively and irrevocably assigns and transfers without further consideration, assign to the Company any and all of his right, title and interest in such Company Development and to the Developments. Executive agrees to disclose to will reasonably assist the Company promptly and fully all future Developments andits nominees in every way, at any time upon request and at the expense of the Company’s expense, to executesecure, acknowledge maintain and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of defend the Company’s rights hereunderin such Company Development. Executive shall sign all instruments necessary for the filing and prosecution of any applications for, including executing or extension or renewals of, letters patent (or other intellectual property registrations or filings) of the United States or any foreign country which the Company desires to file. Executive hereby irrevocably designates and delivering patent, trademark or copyright applications and instruments of assignment to appoints the Company and enabling the Company to file instruments of assignment forits duly authorized officers and agents as Executive’s agent and attorney-in-fact (which designation and appointment shall be deemed coupled with an interest and shall survive Executive’s death or incapacity), to file act for and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Company.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment to execute and file any such applications, extensions or renewals and to do all other lawfully permitted acts to further the prosecution and issuance of such letters patent or other intellectual property registrations or filings, or such other similar documents, with the Company or within one (1) year after same legal force and effect as if executed by Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employment.
Appears in 1 contract
Assignment of Developments. (ia) Executive The Employee acknowledges and agrees that all developmentsideas, including, without limitation, the creation of new products, devicesmethods, inventions, discoveries, concepts, ideas, improvements, patentswork products, trademarksdevelopments, trade namessoftware, trade dressknow-how, service marksprocesses, copyrightstechniques, domain namesworks of authorship and other work product, trade secretswhether patentable or unpatentable, designs(i) that are reduced to practice, workscreated, reportsinvented, computer software designed, developed, contributed to, or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds improved with the use of any Company Group resources and/or within the scope of the foregoing, relating Employee’s work with the Company Group or that relate to the Business business, operations or future business actual or demonstrably anticipated research or development of the Company Group, and that Executiveare made or conceived by the Employee, alone solely or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practiceduring the Employment Term, or acquired during Executive’s employment with or as a result of Executive’s employment (ii) suggested by any work that the Employee performs in connection with the Company (collectivelyGroup, “Developments”) either while performing the Employee’s duties with the Company Group or on the Employee’s own time, but only insofar as the Inventions are being prepared by Executive related to the Employee’s work as an employee of or other service provider to the Company within Group, shall belong exclusively to the scope Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of Executive’s employment all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free and the Employee will surrender them upon the termination of any reserved the Employment Term, or upon the Company’s earlier request. The Employee irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any kind time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Employee from the Company. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for the Company’s benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense.
(b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on Executive’s partbehalf of the Company, and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Employee hereby irrevocably conveys, transfers and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein assigns to the Company, then Executive hereby solelyall rights, exclusively in all media now known or hereinafter devised, throughout the universe and irrevocably assigns in perpetuity, in and transfers to the Company any and Inventions, including, without limitation, all of his the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to sux xt law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Employee has any rights in the results and proceeds of the Employee’s service to the Company that cannot be assigned in the manner described herein, the Employee agrees to unconditionally waive the enforcement of such rights. The Employee hereby waives any and all currently existing and future monetary rights in and to the Developments. Executive agrees to disclose Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Company promptly and fully all future Developments and, at any time upon request and at the expense Employee’s benefit by virtue of the Company, Employee being an employee of or other service provider to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Company.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment with the Company or within one (1) year after Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employment.
Appears in 1 contract
Assignment of Developments. (i) Executive The Employee acknowledges and agrees that all developmentsideas, including, without limitation, the creation of new products, devicesmethods, inventions, discoveries, concepts, ideas, improvements, patentswork products, trademarksdevelopments, trade namessoftware, trade dressknow-how, service marksprocesses, copyrightstechniques, domain namesworks of authorship and other work product, trade secretswhether patentable or unpatentable, designs(i) that are reduced to practice, workscreated, reportsinvented, computer software designed, developed, contributed to, or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds improved with the use of any Company Group resources and/or within the scope of the foregoing, relating Employee’s work with the Company Group or that relate to the Business business, operations or future business actual or demonstrably anticipated research or development of the Company Group, and that Executiveare made or conceived by the Employee, alone solely or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practiceduring the Employment Term, or acquired during Executive’s employment with or as a result of Executive’s employment (ii) suggested by any work that the Employee performs in connection with the Company (collectivelyGroup, “Developments”) either while performing the Employee’s duties with the Company Group or on the Employee’s own time, but only insofar as the Inventions are being prepared by Executive related to the Employee’s work as an employee of or other service provider to the Company within Group, shall belong exclusively to the scope Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of Executive’s employment all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on Executive’s part. If and to the extent Employee will surrender them upon the fact that the Developments are works made for hire is not effective to place ownership termination of the Developments and all rights therein to Employment Term, or upon the Company’s earlier request. The Employee irrevocably conveys, then Executive hereby solely, exclusively transfers and irrevocably assigns and transfers to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all of his rightcountries, title and interest in and whether during or subsequent to the Developments. Executive agrees Employment Term, together with the right to disclose to file, in the Employee’s name or in the name of the Company promptly (or its designee), applications for patents and fully all future Developments andequivalent rights (the “Applications”). The Employee will, at any time upon request during and at the expense of the Company, to execute, acknowledge and deliver subsequent to the Company Employment Term, make such applications, sign such papers, take all instruments that rightful oaths, and perform all other acts as may be requested from time to time by the Company shall prepare and to take any and all other actions that are necessary perfect, record, enforce, protect, patent or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of register the Company’s rights hereunderin the Inventions, including executing and delivering patent, trademark or copyright applications and instruments of assignment all without additional compensation to the Employee from the Company. The Employee will also execute assignments to the Company (or its designee) of the Applications, and enabling give the Company and its attorneys all reasonable assistance (including the giving of testimony) to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforceobtain the Inventions for the Company’s benefit, all patents, trademarks or copyrights covering without additional compensation to the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of Employee from the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Company.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment with the Company or within one (1) year after Executive’s leaving but entirely at the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employmentexpense.
Appears in 1 contract
Assignment of Developments. (a) All inventions, modifications, discoveries, designs, developments, improvements, processes, works of authorship, documentation, formulae, data, techniques, know-how, secrets or intellectual property rights or any interest therein made by Executive, either alone or in conjunction with others, at any place or at any time during the Term, whether or not reduced to writing or practice during such period, which result, in whole or in part, from (i) any services performed directly or indirectly for the Company by Executive acknowledges or (ii) Executive’s use of the Company’s time, equipment, supplies, facilities or information (collectively, the “Company Developments”) shall be and agrees that all developments, includinghereby is the exclusive property of the Company without any further compensation to Executive. In addition, without limitation, limiting the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds generality of the foregoing, relating to the Business or future business of the all Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or as a result of Executive’s employment with the Company (collectively, “Developments”) Developments which are being prepared copyrightable work by Executive as an employee of the Company within the scope of Executive’s employment and shall are intended to be considered as “works work made for hire” as defined in Section 81 of the Copyright Act of 1976, as amended, and shall remain be and hereby are the sole and exclusive property of the Company, free of .
(b) Executive shall promptly disclose any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Company Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company. If any Company Development is not the property of the Company by operation of law, then this Agreement or otherwise, Executive will, and hereby solelydoes, exclusively and irrevocably assigns and transfers without further consideration, assign to the Company any and all of his right, title and interest in such Company Development and to the Developments. Executive agrees to disclose to will reasonably assist the Company promptly and fully all future Developments andits nominees in every way, at any time upon request and at the expense of the Company’s expense, to executesecure, acknowledge maintain and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of defend the Company’s rights hereunderin such Company Development. Executive shall sign all instruments necessary for the filing and prosecution of any applications for, including executing or extension or renewals of, letters patent (or other intellectual property registrations or filings) of the United States or any foreign country which the Company desires to file. Executive hereby irrevocably designates and delivering patent, trademark or copyright applications and instruments of assignment to appoints the Company and enabling the Company to file instruments of assignment forits duly authorized officers and agents as Executive’s agent and attorney-in-fact (which designation and appointment shall be deemed coupled with an interest and shall survive Executive’s death or incapacity), to file act for and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Company.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment to execute and file any such applications, extensions or renewals and to do all other lawfully permitted acts to further the prosecution and issuance of such letters patent or other intellectual property registrations or filings, or such other similar documents, with the Company or within one (1) year after same legal force and effect as if executed by Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employment.
Appears in 1 contract
Assignment of Developments. (i) Executive acknowledges and agrees that all developments, including, without limitation, the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds of the foregoing, relating to the Business or future business of the Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or as a result of Executive’s employment with the Company (collectively, “Developments”) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on Executive’s part6.1. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his right, title and interest in and to the Developments. Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Company.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf times during Executive’s employment with the Company or within one (1) year after Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s Employee's employment with the Company, it is he shall (either alone or with others) make, discover or reduce to be conclusively presumed practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright or similar statutes or subject to analogous protection) (herein called "Developments") that (i) relates to the then current business of the Company or any then current customer of or supplier to the Company or any of the products or services being developed, manufactured or sold by the Company, (ii) results from tasks assigned me by the Company or (iii) results from any use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company, such Developments and the benefits thereof shall immediately become the sole and absolute property of the Company and its assigns, and Employee shall promptly disclose to the Company (or any persons designated by it) each such Development was conceived by Executive and Employee hereby assigns any rights he may have or acquire in the Developments, and benefits and/or rights resulting therefrom, to the Company and its assigns without further compensation and shall communicate, without cost or delay, and without publishing the same, all available information relating thereto (with all necessary plans and models) to the Company.
6.2. Upon disclosure of each Development to the Company, Employee will, during his employment with the period Company, and at any time thereafter, at the request and cost of the Company, sign, execute, make and do all such employment.deeds, documents, acts and things as the Company and its duly authorized agents may reasonably require (i) to apply for, obtain and vest in the name of the Company alone (unless the Company otherwise directs) letters patent, copyrights or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same; and
Appears in 1 contract
Assignment of Developments. 5.6.1. If, at any time or times while a Member is bound by this Agreement, such Member shall (either alone or with others) make, conceive, discover or reduce to practice any Proprietary Information (as defined below) whatsoever or any interest therein (whether or not patentable or registrable under copyright or similar statutes or subject to analogous protection) (herein called "Developments") that (i) Executive acknowledges relates to the business of the Company or any customer of or supplier to the Company or any of the products or services being developed, manufactured, sold or provided by the Company or which may be used in relation therewith, (ii) results from tasks assigned such Member by the Company or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company, such Developments and agrees that all developmentsthe benefits thereof shall immediately become the sole and absolute property of the Company and its assigns, includingand such Member shall promptly disclose to the Company (or any persons designated by it) each such Development and such Member hereby assigns any rights he may have or acquire in the Developments and benefits and/or rights resulting therefrom to the Company and its assigns without further compensation and shall communicate, without limitationcost or delay, and without publishing the same, all available information relating thereto (with all necessary plans and models) to the Company.
5.6.2. Upon disclosure of each Development to the Company, such Member will, at any time thereafter, at the request and cost of the Company, sign, execute, make and do all such deeds, documents, acts and things as the Company and its duly authorized agents may reasonably require:
(i) to apply for, obtain and vest in the name of the Company alone (unless the Company otherwise directs) letters patent, copyrights or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same;
(ii) to defend any actions or opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyright or other analogous protection; and
(iii) to bring any action to enforce any rights in any Developments.
5.6.3. In the event the Company is unable, after reasonable effort, to secure a Member's signature on any letters patent, copyright or other analogous protection relating to a Development, whether because of such Member's physical or mental incapacity or for any other reason whatsoever, such Member hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as such Member's agent and attorney-in-fact, to act for and in such Member's behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of any such letters patent, copyright and other analogous protection thereon with the same legal force and effect as if executed by such Member.
5.6.4. As used herein, the creation of new term "Proprietary Information" shall mean, collectively, trade secrets or proprietary or confidential information, or any other information, respecting or constituting inventions, products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secretsproduct plans, designs, worksdrawings, sketches, marketing and other plans, methods, know-how, techniques, technology, systems, characters, processes, strategies, software programs, works of authorship, customer lists, user lists, vendor lists, content provider lists, supplier lists, pricing information, projects, notes, memoranda, reports, computer lists, records, specifications, software or systems, flow charts, diagrams, proceduresprograms, data, documentation, budgets, plans, projections, forecasts, financial information and writings and applications thereofproposal in whatever form, including all results and proceeds tangible or intangible, or other materials of the foregoing, any nature relating to the Business or future business of the Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or as a result of Executive’s employment with the Company (collectively, “Developments”) are being prepared by Executive as an employee of the Company any matter within the scope of Executive’s employment and shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his right, title and interest in and to the Developments. Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Company.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment with the Company or within one (1) year after Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, Company or concerning any of which the Executive had knowledge during Executive’s employment with dealings or affairs of the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employment.
Appears in 1 contract
Samples: Operating Agreement (DMTR LLC)
Assignment of Developments. (ia) The Executive acknowledges and agrees that all developments, including, without limitation, the creation of new products, devicesconferences, training/seminars, publications, programs, methods of organizing information, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, documentation and writings and applications thereof, including all results and proceeds of the foregoing, relating to the Business business or future business of the Company that the Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during the Executive’s 's employment with or as a result of the Executive’s 's employment with the Company (collectively, “Developments”" Developments ") are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made for hire” hire and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on the Executive’s 's part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then The Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his rightrights, title titles and interest in and to the all such Developments, if any. The Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare prepare, to give evidence and to take any and all other actions (including, among other things, the execution and delivery under oath of patent or copyright applications and instruments of assignment) that are necessary or desirable, desirable in the reasonable opinion of the Company, Company to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to enable the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, maintain and enforce, all patentsletters patent, trademarks trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, lists and other documentation (and all copies thereof) made or compiled by the Executive or made available to the Executive concerning the Developments or otherwise concerning the past, present, present or planned business of the Company are the property of the Company, and shall will be delivered to the Company immediately upon the termination of the Executive’s 's employment with the Company.
(iib) If any patent, trademark a patent application or copyright application registration is filed by the Executive or on the Executive’s 's behalf during the Executive’s 's employment with the Company or within one (1) year after the Executive’s 's leaving the Company’s 's employ, describing a Development within the scope of the Executive’s 's work for the Company or which otherwise relates to a portion of the business of the Company, Company of which the Executive had knowledge during the Executive’s 's employment with the Company, it is to be conclusively presumed that the Development was conceived by the Executive during the period of such employment.
Appears in 1 contract
Samples: Employment Agreement (American Axle & Manufacturing Holdings Inc)
Assignment of Developments. (i) Executive acknowledges I will make full and agrees that prompt disclosure to the Company of all developments, including, without limitation, the creation of new products, devices, inventions, discoveries, conceptsdesigns, ideasdevelopments, methods, modifications, improvements, patentsprocesses, trademarksalgorithms, trade namesdatabases, trade dresscomputer programs, service marksformulae, copyrights, domain namestechniques, trade secrets, designs, works, reports, computer software graphics or systems, flow charts, diagrams, procedures, data, documentationimages, and writings audio or visual works and applications thereofother works of authorship (collectively “Developments”), including all results and proceeds of the foregoingwhether or not patentable or copyrightable, relating that are created, made, conceived or reduced to the Business or future business of the Company that Executive, practice by me (alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, ) or acquired under my direction during Executive’s employment with or as the period of my employment. I acknowledge that all work performed by me is on a result of Executive’s employment with the Company (collectively, “Developments”) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made work for hire” basis, and shall remain the sole I hereby do assign and exclusive property of the Companytransfer and, free of any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works any such assignment cannot be made for hire is not effective to place ownership of the Developments at present, will assign and all rights therein to the Companytransfer, then Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and its successors and assigns all of his my right, title and interest in and all Developments that (a) relate to the Developments. Executive agrees to disclose to business of the Company promptly and fully all future Developments and, at or any time upon request and at the expense customer or client of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunderproducts or services being researched, including executing and delivering patentdeveloped, trademark or copyright applications and instruments of assignment to provided by the Company and enabling the Company or which may be used with such products or services; or (b) result from tasks assigned to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary me by the Company. All data; or (c) result from the use of premises or personal property (whether tangible or intangible) owned, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made leased or compiled contracted for by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and all related patents, patent applications, trademarks and trademark applications, copyrights and copyright applications, and other intellectual property rights in all countries and territories worldwide and under any international conventions. This obligation to disclose and assignment shall be delivered given effect regardless of whether such Developments were created, conceived, developed, or reduced to practice during normal working hours or at the request of the Company immediately upon or before or after the termination execution of Executive’s employment with the Company.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment this Agreement. While employed with the Company and at all times thereafter, I shall do all things, and execute all documents, including applications for patents, copyrights, and trademarks, and for renewals, extensions, and divisions thereof, that the Company may request to create, enforce or within one (1) year after Executive’s leaving evidence the Company’s employ, describing a Development within the scope of Executive’s work for rights to any Developments. If the Company is unable for any reason whatsoever to obtain my signature or which otherwise relates to a portion of the business of assistance, I irrevocably appoint the Company, and each of which its officers, as my agent and attorney-in-fact, with full power of substitution, to sign, execute, and file in my name and on my belalf, any document required to prosecute or apply for any foreign or United States patent, copyright, trademark, or other proprietary protection, including renewals, extensions, and divisions, and to do all other lawful acts to further the Executive had knowledge during Executive’s employment issuance or prosecution of a patent, copyright, trademark, or other proprietary protection, all with the Company, it is to be conclusively presumed that the Development was conceived same legal force and effect as if done or executed by Executive during the period of such employmentme.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Boston Private Financial Holdings Inc)
Assignment of Developments. (i) Executive Strategic Advisor acknowledges and agrees that all developments, including, without limitation, the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds of the foregoing, relating to the Business or future business of the Company that ExecutiveStrategic Advisor, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s Strategic Advisor's employment with or as a result of Executive’s Strategic Advisor's employment with the Company (collectively, . “Developments”) are being prepared by Executive Strategic Advisor as an employee of the Company within the scope of Executive’s Strategic Advisor's employment and shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on Executive’s Strategic Advisor's part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then Executive Strategic Advisor hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his right, title and interest in and to the Developments. Executive Strategic Advisor agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive Strategic Advisor or made available to Executive Strategic Advisor concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of ExecutiveStrategic Advisor’s employment with the Company.
(ii) If any patent, trademark or copyright application is filed by Executive or Strategic Advisoror on ExecutiveStrategic Advisor’s behalf during ExecutiveStrategic Advisor’s employment with the Company or within one (1) year after ExecutiveStrategic Advisor’s leaving the Company’s employ, describing a Development within the scope of ExecutiveStrategic Advisor’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive Strategic Advisor had knowledge during ExecutiveStrategic Advisor’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive Strategic Advisor during the period of such employment.
Appears in 1 contract
Assignment of Developments. (a) If: (i) Executive acknowledges and agrees at any time or times during my employment, I shall (either alone or with others) make, conceive, create, discover, invent or reduce to practice (in whole or in part) any Development (as defined herein) that all developments, including, without limitation, the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds of the foregoing, relating (A) relates to the Business actual, conceived, anticipated or future business proposed business, research or development of the Company that Executiveor any customer of or supplier to the Company or any of the products or services being developed, manufactured or sold by the Company or which may be used in relation therewith; or (B) results from tasks assigned to me by the Company; or (C) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company (including any Confidential Information) ; or (ii) at any time or times prior to my employment I (either alone or jointly with others, has discovered, suggested) made, conceived, created, madediscovered, developedinvented, or reduced to practice, practice (in whole or acquired during Executive’s employment with or as a result of Executive’s employment with the Company (collectively, “Developments”in part) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Companysuch Development, then Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his right, title and interest relating to all such Developments (including Developments under subsection (i) and (ii) of this Section 2(a)) are and shall immediately become the sole and absolute property of the Company and its assigns, as works made for hire or otherwise. I hereby assign and agree to assign all right, title and interest (including, but not limited to, rights to inventions, patentable subject matter, mask work rights, copyrights, trade secrets and trademarks) in such Developments (including all intellectual property rights embodied therein) and all benefits and/or rights resulting therefrom to the DevelopmentsCompany and its assigns without further compensation and shall communicate, without cost or delay, and without disclosing to others the same, all available information relating thereto (with all necessary plans and models) to the Company. Executive agrees to I shall promptly disclose to the Company promptly and fully all future Developments and, at (or any time upon request and at persons designated by it) each such Development. If I use or disclose my own or any third party’s confidential information or intellectual property when acting within the expense scope of my employment or otherwise on behalf of the Company, or if any Development assigned hereunder cannot be fully made, conceived or reduced to executepractice without violating or infringing any intellectual property rights, acknowledge and deliver to the Company all instruments that will have and I hereby grant the Company shall prepare a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable, transferable right and license to take freely exploit all such confidential information, intellectual property and/or intellectual property rights. I will not use or disclose any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all my own or any of third party’s confidential information or intellectual property for which I do not have the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment right to grant the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Companyforegoing license.
(ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment with the Company or within one (1) year after Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employment.
Appears in 1 contract
Assignment of Developments. (a) If at any time or times during my employment by the Company I shall (either alone or with others) make, conceive, invent, discover or reduce to practice or author any Proprietary Information whatsoever or otherwise obtain any interest therein (whether or not patentable or registrable under copyright or similar statutes or subject to analogous protection) (herein called “Developments”) that (i) Executive acknowledges and agrees that all developments, including, without limitation, the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds of the foregoing, relating relates to the Business or future business of the Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, any customer of or supplier to the Company or any of the products or services being developed, reduced to practicemanufactured, sold or acquired during Executive’s employment with or as a result of Executive’s employment with provided by the Company or which may be used in relation therewith, (collectivelyii) results from tasks assigned me by the Company or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, “Developments”) are being prepared leased or contracted for by Executive as an employee the Company, such Developments and the benefits thereof shall immediately become the sole and absolute property of the Company within the scope of Executive’s employment and its assigns, and I shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his right, title and interest in and to the Developments. Executive agrees to promptly disclose to the Company promptly (or any persons designated by it) each such Development and fully all future Developments andhereby assign any rights, at any time upon request and at the expense of the Companyincluding Intellectual Property Rights, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary I may have or desirable, acquire in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s Developments and benefits and/or rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment resulting therefrom to the Company and enabling the Company to file instruments of assignment forits assigns without further compensation and shall communicate, to file and prosecute applications forwithout cost or delay, and to acquire, maintain, and enforcewithout publishing the same, all patents, trademarks or copyrights covering the Developments in available information relating thereto (with all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor plans and client/customer lists, supplier lists, and other documentation (and all copies thereofmodels) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Company.
(iib) If I will, during my employment and at any patenttime thereafter, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment with at the Company or within one (1) year after Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business request and cost of the Company, sign, execute, make and do all such deeds, documents; acts and things as the Company and its duly authorized agents may reasonably require:
(i) to apply for, obtain and vest in the name of which the Executive had knowledge Company alone (unless the Company otherwise directs) letters patent, copyrights or other analogous protection in any country throughout the world for any Developments that I make, conceive, invent, discover, reduce to practice or author during Executive’s the term of my employment with by the Company, it is and when so obtained or vested to be conclusively presumed that renew and restore the Development was conceived by Executive during the period same;
(ii) to defend any actions or opposition proceedings in respect of such employmentapplications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyright or other analogous protection; and
(iii) to bring any action to enforce any rights in any Developments.
(c) In the event the Company is unable, after reasonable effort, to secure my signature on any patent application, copyright application or other analogous document or instrument relating to a Development described in Section 2(b) above, whether because of my physical or mental incapacity or for any other reason whatsoever, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney-in-fact, to act for and in my behalf and stead to execute and file any such application or other document or instrument and to do all other lawfully permitted acts to further the prosecution and issuance of any such letters patent, copyright and other analogous protection thereon with the same legal force and effect as if executed by me.
Appears in 1 contract
Assignment of Developments. Exhibit 10.1
(ia) The Executive acknowledges and agrees that all developments, including, without limitation, the creation of new products, devicesconferences, training/seminars, publications, programs, methods of organizing information, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, documentation and writings and applications thereof, including all results and proceeds of the foregoing, relating to the Business business or future business of the Company that the Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during the Executive’s 's employment with or as a result of the Executive’s 's employment with the Company (collectively, “"Developments”") are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made for hire” hire and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on the Executive’s 's part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then The Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his rightrights, title titles and interest in and to the all such Developments, if any. The Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare prepare, to give evidence and to take any and all other actions (including, among other things, the execution and delivery under oath of patent or copyright applications and instruments of assignment) that are necessary or desirable, desirable in the reasonable opinion of the Company, Company to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to enable the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, maintain and enforce, all patentsletters patent, trademarks trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, lists and other documentation (and all copies thereof) made or compiled by the Executive or made available to the Executive concerning the Developments or otherwise concerning the past, present, present or planned business of the Company are the property of the Company, and shall will be delivered to the Company immediately upon the termination of the Executive’s 's employment with the Company.
(iib) If any patent, trademark a patent application or copyright application registration is filed by the Executive or on the Executive’s 's behalf during the Executive’s 's employment with the Company or within one (1) year after the Executive’s 's leaving the Company’s 's employ, describing a Development within the scope of the Executive’s 's work for the Company or which otherwise relates to a portion of the business of the Company, Company of which the Executive had knowledge during the Executive’s 's employment with the Company, it is to be conclusively presumed that the Development was conceived by the Executive during the period of such employment.
Appears in 1 contract
Samples: Employment Agreement (American Axle & Manufacturing Holdings Inc)
Assignment of Developments. (i) Executive acknowledges and agrees that all developments, including, without limitation, the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds of the foregoing, relating to the Business or future business of the Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or as a result of Executive’s employment with the Company (collectively, “Developments”) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on Executive’s part6.1. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his right, title and interest in and to the Developments. Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at or times during the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s 's employment with the Company.
, he shall (iieither alone or with others) If make, discover or reduce to practice any patentinvention, trademark modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright application is filed by Executive or on Executive’s behalf during Executive’s employment with the Company similar statutes or within one subject to analogous protection) (1herein called "Developments") year after Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise that (i) relates to a portion of the then current business of the Company, or to any then current customer of which or supplier to the Company or any of the products or services being developed, manufactured or sold by the Company, (ii) results from tasks assigned to the Executive had knowledge by the Company or (iii) results from any use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company, such Developments and the benefits thereof shall immediately become the sole and absolute property of the Company and its assigns, and the Executive shall promptly disclose to the Company (or any persons designated by it) each such Development and the Executive hereby assigns any rights he may have or acquire in the Developments, and benefits and/or rights resulting therefrom, to the Company and its assigns without further compensation and shall communicate, without cost or delay, and without publishing the same, all available information relating thereto (with all necessary plans and models) to the Company.
6.2. Upon disclosure of each Development to the Company, the Executive will, during Executive’s his employment with the Company, it is and at any time thereafter, at the request and cost of the Company, sign, execute, make and do all such deeds, documents, acts and things as the Company and its duly authorized agents may reasonably require (i) to be conclusively presumed that apply for, obtain and vest in the Development was conceived by Executive during name of the period Company alone (unless the Company otherwise directs) letters patent, copyrights or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same; and (ii) to defend any opposition proceedings in respect of such employmentapplications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyright or other analogous protection.
6.3. In the event the Company is unable, after all diligent effort, to secure the Executive's signature on any letters patent, copyright or other analogous protection relating to a Development, whether because of the Executive's physical or mental incapacity or for any other reason whatsoever, the Executive hereby irrevocably designate and appoint the Company through its duly authorized president as his agent and attorney-in-fact, to act for and in his behalf and stead solely to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright or other analogous intellectual property protection thereon with the same legal force and effect as if executed by him.
Appears in 1 contract
Assignment of Developments. (ia) The Executive acknowledges and agrees that all developments, including, without limitation, the creation of new products, devicesconferences, training/seminars, publications, programs, methods of organizing information, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, documentation and writings and applications thereof, including all results and proceeds of the foregoing, relating to the Business business or future business of the Company that the Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during the Executive’s 's employment with or as a result of the Executive’s 's employment with the Company (collectively, “"Developments”") are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made for hire” hire and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on the Executive’s 's part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then The Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his rightrights, title titles and interest in and to the all such Developments, if any. The Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare prepare, to give evidence and to take any and all other actions (including, among other things, the execution and delivery under oath of patent or copyright applications and instruments of assignment) that are necessary or desirable, desirable in the reasonable opinion of the Company, Company to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to enable the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, maintain and enforce, all patentsletters patent, trademarks trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, lists and other documentation (and all copies thereof) made or compiled by the Executive or made available to the Executive concerning the Developments or otherwise concerning the past, present, present or planned business of the Company are the property of the Company, and shall will be delivered to the Company immediately upon the termination of the Executive’s 's employment with the Company.
(iib) If any patent, trademark a patent application or copyright application registration is filed by the Executive or on the Executive’s 's behalf during the Executive’s 's employment with the Company or within one (1) year after the Executive’s 's leaving the Company’s 's employ, describing a Development within the scope of the Executive’s 's work for the Company or which otherwise relates to a portion of the business of the Company, Company of which the Executive had knowledge during the Executive’s 's employment with the Company, it is to be conclusively presumed that the Development was conceived by the Executive during the period of such employment.
Appears in 1 contract
Samples: Employment Agreement (American Axle & Manufacturing Holdings Inc)
Assignment of Developments. (ia) The Executive acknowledges and agrees that all developments, including, without limitation, the creation of new products, devicesconferences, training/seminars, publications, programs, methods of organizing information, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, documentation and writings and applications thereof, including all results and proceeds of the foregoing, relating to the Business business or future business of the Company that the Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during the Executive’s employment with or as a result of the Executive’s employment with the Company (collectively, “Developments”” ) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made for hire” hire and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on the Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then The Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his rightrights, title titles and interest in and to the all such Developments, if any. The Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare prepare, to give evidence and to take any and all other actions (including, among other things, the execution and delivery under oath of patent or copyright applications and instruments of assignment) that are necessary or desirable, desirable in the reasonable opinion of the Company, Company to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to enable the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, maintain and enforce, all patentsletters patent, trademarks trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, lists and other documentation (and all copies thereof) made or compiled by the Executive or made available to the Executive concerning the Developments or otherwise concerning the past, present, present or planned business of the Company are the property of the Company, and shall will be delivered to the Company immediately upon the termination of the Executive’s employment with the Company.
(iib) If any patent, trademark a patent application or copyright application registration is filed by the Executive or on the Executive’s behalf during the Executive’s employment with the Company or within one (1) year after Executive’s leaving during the Company’s employRestricted Period, describing a Development within the scope of the Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, Company of which the Executive had knowledge during the Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by the Executive during the period of such employment.
Appears in 1 contract
Assignment of Developments. (ia) The Executive acknowledges and agrees that all developments, including, without limitation, the creation of new products, devicesconferences, training/seminars, publications, programs, methods of organizing information, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, documentation and writings and applications thereof, including all results and proceeds of the foregoing, relating to the Business business or future business of the Company that the Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during the Executive’s employment with or as a result of the Executive’s employment with the Company (collectively, “Developments”) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made for hire” hire and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on the Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then The Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his righther rights, title titles and interest in and to the all such Developments, if any. The Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare prepare, to give evidence and to take any and all other actions (including, among other things, the execution and delivery under oath of patent or copyright applications and instruments of assignment) that are necessary or desirable, desirable in the reasonable opinion of the Company, Company to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to enable the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, maintain and enforce, all patentsletters patent, trademarks trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, lists and other documentation (and all copies thereof) made or compiled by the Executive or made available to the Executive concerning the Developments or otherwise concerning the past, present, present or planned business of the Company are the property of the Company, and shall will be delivered to the Company immediately upon the termination of the Executive’s employment with the Company.
(iib) If any patent, trademark a patent application or copyright application registration is filed by the Executive or on the Executive’s behalf during the Executive’s employment with the Company or within one (1) year after Executive’s leaving during the Company’s employRestricted Period, describing a Development within the scope of the Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, Company of which the Executive had knowledge during the Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by the Executive during the period of such employment.
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