Common use of Assignment of Intellectual Property Clause in Contracts

Assignment of Intellectual Property. (a) Employee agrees to assign and hereby assigns to the Company all Company Intellectual Property including any and all rights, title, and ownership interests that Employee may have in or to Company Intellectual Property patent application, including copyright and any tangible media embodying such Company Intellectual Property, during and subsequent to Employee’s employment. The Company has and will have the royalty-free right to use or otherwise exploit Company Intellectual Property without any further agreement between the Company and Employee. Company Intellectual Property remains the exclusive property of the Company whether or not deemed to be a “work made for hire” within the meaning of the copyright laws of the United States. For clarity, Employee does not hereby assign or agree to assign any Pre-existing Intellectual Property to the Company. (b) Employee is hereby notified that certain statutes in some U.S. states relate to ownership and assignment of inventions. At relevant locations and in accordance with those statutes, the Company agrees that this Attachment II does not apply to an invention developed by Employee entirely on his or her own time without use of the Company Group’s equipment, supplies, facilities, systems, or confidential information, except for inventions that relate to the Company Group’s business, or actual or anticipated research or development of the Company Group or work performed by Employee for the Company Group. For this purpose, the “Company Group” means the Company and all Affiliates. (c) The Company may, in its sole discretion, waive the automatic assignment provisions of Section 5(a) using such criteria as the Company, in its sole discretion, may decide to use. No waiver of the automatic assignment provision is effective unless in a writing signed by a person authorized by the Company. (d) No waiver of the automatic assignment provision of any Company Intellectual Property relating to the business of the Company or arising out of Employee’s employment with the Company will be effective without the submission of a complete and correct IP Disclosure Form. No waiver of the automatic assignment provision is effective if Employee’s IP Disclosure Form is incomplete, incorrect, otherwise defective, or if any misrepresentation has been made. Employee is estopped from asserting waiver, and any waiver will be void and/or voidable, if the waiver is obtained in violation of this Attachment II, or obtained through fraud, negligence, failure to disclose, or incorrect, incomplete, or defective information on an IP Disclosure Form.

Assignment of Intellectual Property. (ai) Employee Executive will promptly disclose to the Company any idea, invention, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him alone or with others at any time during his employment with the Company. Executive agrees that the Company owns any such Creations, and Executive hereby assigns and agrees to assign and hereby assigns to the Company all Company Intellectual Property including moral and other rights he has or may acquire therein and agrees to execute any and all rightsapplications, title, assignments and ownership interests that Employee may have in other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his employment with respect to Company Intellectual Property patent application, including copyright Creations and any tangible media embodying derivatives of such Company Intellectual Property, Creations conceived or made during and subsequent to Employee’s employmenthis employment with the Company. The Company has and will have Executive understand that the royalty-free right obligation to use or otherwise exploit Company Intellectual Property without any further agreement between assign Creations to the Company and Employee. Company Intellectual Property remains the exclusive property of the Company whether or not deemed to be a “work made for hire” within the meaning of the copyright laws of the United States. For clarity, Employee does not hereby assign or agree to assign any Pre-existing Intellectual Property to the Company. (b) Employee is hereby notified that certain statutes in some U.S. states relate to ownership and assignment of inventions. At relevant locations and in accordance with those statutes, the Company agrees that this Attachment II does shall not apply to an invention any Creation which is developed by Employee entirely on his or her own time without use using any of the Company GroupCompany’s equipment, supplies, facilities, systems, or confidential information, except for inventions that relate and/or Confidential Information (“Executive Creations”) unless such Creation (i) relates in any way to the Company Group’s business, business or actual to the current or anticipated research or development of the Company Group or any of its Affiliated Entities, or (ii) results in any way from his work performed by Employee for the Company Group. For this purpose, the “Company Group” means the Company and all Affiliates. (c) The Company may, in its sole discretion, waive the automatic assignment provisions of Section 5(a) using such criteria as the Company, in its sole discretion, may decide to use. No waiver of the automatic assignment provision is effective unless in a writing signed by a person authorized by at the Company. (dii) No waiver In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the automatic assignment provision world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit or other legal proceeding against the Company or any of any Company Intellectual Property its Affiliated Entities claiming that Executive’s moral rights to the Creations have been violated. (iii) Executive agrees to reasonably cooperate with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the business Company, acting reasonably, may deem necessary or desirable in order to protect its rights and interests in any Creations. Executive further agrees that if the Company is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the Company or arising out shall be entitled to execute such papers as his agent and attorney-in-fact and Executive hereby irrevocably designates and appoints each officer of Employee’s employment with the Company will be effective without as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions as the submission Company may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph, all to the exclusion of a complete and correct IP Disclosure Form. No waiver of the automatic assignment provision is effective if EmployeeExecutive’s IP Disclosure Form is incomplete, incorrect, otherwise defective, or if any misrepresentation has been made. Employee is estopped from asserting waiver, and any waiver will be void and/or voidable, if the waiver is obtained in violation of this Attachment II, or obtained through fraud, negligence, failure to disclose, or incorrect, incomplete, or defective information on an IP Disclosure FormCreations.

Assignment of Intellectual Property. (a) During the duration of this Agreement and for two years thereafter, Employee agrees to assign and hereby assigns to the Company all Company Intellectual Property including any and all rightsmay, titleeither alone or with others, and ownership interests that Employee may have in during working hours or to Company Intellectual Property patent applicationnot, including copyright and any tangible media embodying such Company develop Intellectual Property, during and subsequent to Employee’s employmentwhich may be protectable by patent, trademark or copyright law. The Employee agrees that as consideration for this Agreement, Company has and will have the royalty-free right to use or otherwise exploit Company solely own all Intellectual Property without any further agreement between the Company and Employee. Company all Intellectual Property remains the exclusive property will be considered “work made for hire.” If by operation of the Company whether law or otherwise, any Intellectual Property is not deemed to be a “work made for hire” within or if ownership of all right, title, and interest in the meaning of the copyright laws of the United States. For clarityIntellectual Property does not vest exclusively in Company, Employee does hereby irrevocably assigns, to Company its successors and assigns, Employee’s entire right, title, and interest in and to all Intellectual Property including all patents, applications, trademarks, and copyrights. Employee agrees that such assignment is supported by adequate consideration under this Agreement. Employee agrees to disclose promptly and fully to the Company all Intellectual Property and to advise Company’s president or designated intellectual property manager of all Intellectual Property. Employee shall also keep and maintain adequate and current written records of all such Intellectual Property describing its nature, use, and operation. Records shall be in the form of notes, sketches and drawings or reports relating thereto, and will be the property of, and available to, the Company at all times. Concepts, copyrights, and inventions which do not hereby assign relate, directly or indirectly to Company’s business or which Employee developed independent of his association with Company or Company’s business and on his own without use of Company’s time, resources, equipment or Confidential Information are expressly excluded from “works made for hire.” Any inventions owned by Employee prior to the Effective Date are enumerated in Appendix B hereto and are excluded from Employee's obligations under this Agreement. If not listed, the Parties agree that it shall be conclusively presumed that any relevant Intellectual Property which may have been listed, whether completed or not, at the execution of this Agreement, were not listed because they are agreed to assign any Pre-existing belong exclusively to Company. Employee will promptly deliver all Intellectual Property to the Company. (b) Employee is hereby notified that certain statutes in some U.S. states relate to ownership and assignment of inventions. At relevant locations and in accordance with those statutes, the Company agrees that this Attachment II does not apply to an invention developed by Employee entirely on his or her own time without use of the Company Group’s equipment, supplies, facilities, systems, or confidential information, except for inventions that relate to the Company Group’s business, or actual or anticipated research or development of the Company Group or work performed by Employee for the Company Group. For this purpose, the “Company Group” means the Company and all Affiliates. (c) The Company may, in its sole discretion, waive at the automatic assignment provisions request of Section 5(a) using such criteria as the Company, in its sole discretion, may decide to use. No waiver of the automatic assignment provision is effective unless in a writing signed by a person authorized by the Companywill execute and deliver all proper assignments thereto. (d) No waiver of the automatic assignment provision of any Company Intellectual Property relating to the business of the Company or arising out of Employee’s employment with the Company will be effective without the submission of a complete and correct IP Disclosure Form. No waiver of the automatic assignment provision is effective if Employee’s IP Disclosure Form is incomplete, incorrect, otherwise defective, or if any misrepresentation has been made. Employee is estopped from asserting waiver, and any waiver will be void and/or voidable, if the waiver is obtained in violation of this Attachment II, or obtained through fraud, negligence, failure to disclose, or incorrect, incomplete, or defective information on an IP Disclosure Form.

Assignment of Intellectual Property. The Employee acknowledges and agrees that any Intellectual Property prepared, produced, developed, or acquired at the Employee's direction or by the Employee, whether or not conceived or made during normal working hours and whether or not the Employee is specifically instructed to make or develop the same which: (a) may be reasonably expected to be used in a product or service of the Company or an Affiliate of the Company, or a product or service similar to a product or service of the Company or an Affiliate of the Company; (b) results from work that the Employee agrees has been assigned as part of the Employee's duties as an employee of the Company; (c) is in an area of technology which is the same or substantially related to assign the areas of technology with which the Employee is involved in the performance of the Employee's duties for the Company; or (d) is useful, or which the Company reasonably expects may be useful, in any service or manufacturing or product design process of the Company or an Affiliate of the Company and all patent rights and copyrights to such Intellectual Property, if any, will be the property of the Company, and the Employee hereby irrevocably assigns to the Company all Company of the Employee's rights to all Intellectual Property. If the Employee conceives of any ideas, including but not limited to any Intellectual Property including ("Ideas") during the term of this Agreement for which there is a reasonable basis to believe that the Ideas are Intellectual Property or may be Intellectual Property, the Employee will promptly provide a written description of the conceived Ideas to the Company to allow evaluation and a determination by the Company as to whether the Ideas are Intellectual Property. Both before and after any termination of this Agreement, at the request of the Company, the Employee will promptly execute and deliver to the Company, at the cost of the Company, such further documents and assurances and take such further actions as the Company may from time to time request in order to more effectively assign to the Company all the rights of the Employee to all Intellectual Property. Without limiting the generality of the foregoing, the Employee will assist the Company, at the cost of the Company, to obtain for its benefit, patents for the Intellectual Property in any and all rights, title, countries and ownership interests that Employee will provide such assistance as the Company may have request in any legal or other proceeding relating to Company Intellectual Property patent application, including copyright and any tangible media embodying such Company Intellectual Property, during and subsequent to Employee’s employment. The Company has and will have the royalty-free right to use or otherwise exploit Company Intellectual Property without If such assistance is required after any further agreement between the Company and Employee. Company Intellectual Property remains the exclusive property termination of the Company whether or not deemed to be a “work made for hire” within the meaning of the copyright laws of the United States. For clarity, Employee does not hereby assign or agree to assign any Pre-existing Intellectual Property to the Company. (b) Employee is hereby notified that certain statutes in some U.S. states relate to ownership and assignment of inventions. At relevant locations and in accordance with those statutesthis Agreement, the Company agrees that this Attachment II does not apply to an invention developed by Employee entirely on his or her own time without use of the Company Group’s equipment, supplies, facilities, systems, or confidential information, except for inventions that relate will pay to the Company Group’s business, or actual or anticipated research or development of the Company Group or work performed by Employee reasonable compensation for the Company Group. For this purpose, the “Company Group” means the Company and all AffiliatesEmployee's time. (c) The Company may, in its sole discretion, waive the automatic assignment provisions of Section 5(a) using such criteria as the Company, in its sole discretion, may decide to use. No waiver of the automatic assignment provision is effective unless in a writing signed by a person authorized by the Company. (d) No waiver of the automatic assignment provision of any Company Intellectual Property relating to the business of the Company or arising out of Employee’s employment with the Company will be effective without the submission of a complete and correct IP Disclosure Form. No waiver of the automatic assignment provision is effective if Employee’s IP Disclosure Form is incomplete, incorrect, otherwise defective, or if any misrepresentation has been made. Employee is estopped from asserting waiver, and any waiver will be void and/or voidable, if the waiver is obtained in violation of this Attachment II, or obtained through fraud, negligence, failure to disclose, or incorrect, incomplete, or defective information on an IP Disclosure Form.

Assignment of Intellectual Property. (a) Employee Executive will promptly disclose to the Company any idea, invention, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him alone or with others at any time during his employment. Executive agrees that the Company owns any such Creations conceived or made by Executive alone or with others at any time during his employment, and Executive hereby assigns and agrees to assign and hereby assigns to the Company all Company Intellectual Property including moral or other rights he has or may acquire therein and agrees to execute any and all rightsapplications, title, assignments and ownership interests that Employee may have in other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his employment with respect to Company Intellectual Property patent application, including copyright Creations and any tangible media embodying derivatives of such Company Intellectual Property, Creations conceived or made during and subsequent to Employee’s employmenthis employment with the Company. The Company has and will have Executive understand that the royalty-free right obligation to use or otherwise exploit Company Intellectual Property without any further agreement between assign Creations to the Company and Employee. Company Intellectual Property remains the exclusive property of the Company whether or not deemed to be a “work made for hire” within the meaning of the copyright laws of the United States. For clarity, Employee does not hereby assign or agree to assign any Pre-existing Intellectual Property to the Company. (b) Employee is hereby notified that certain statutes in some U.S. states relate to ownership and assignment of inventions. At relevant locations and in accordance with those statutes, the Company agrees that this Attachment II does shall not apply to an invention any Creation which is developed by Employee entirely on his or her own time without use using any of the Company GroupCompany’s equipment, supplies, facilities, systems, or confidential information, except for inventions that relate and/or Confidential Information unless such Creation (a) relates in any way to the Company Group’s business, business or actual to the current or anticipated research or development of the Company Group or any of its Affiliated Entities; or (b) results in any way from his work performed by Employee for at the Company. (b) In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit or other legal proceeding against the Company Group. For this purpose, or any of its Affiliated Entities claiming that Executive’s moral rights to the “Company Group” means the Company and all AffiliatesCreations have been violated. (c) The Company mayExecutive will not assert any rights to any invention, in its sole discretiondiscovery, waive the automatic assignment provisions of Section 5(a) using such criteria as the Company, in its sole discretion, may decide to use. No waiver of the automatic assignment provision is effective unless in a writing signed by a person authorized by the Company. (d) No waiver of the automatic assignment provision of any Company Intellectual Property idea or improvement relating to the business of the Company or arising out any of Employee’s its Affiliated Entities or to his duties hereunder as having been made or acquired by Executive prior to his work for the Company, except for the matters, if any, described in Exhibit D to this Agreement. (d) During the Term, if Executive incorporates into a product or process of the Company or any of its Affiliated Entities anything listed or described in Exhibit D, the Company is hereby granted and shall have a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license (with the right to grant and authorize sublicenses) to make, have made, modify, use, sell, offer to sell, import, reproduce, distribute, publish, prepare derivative works of, display, perform publicly and by means of digital audio transmission and otherwise exploit same as part of or in connection with any product, process or machine. (e) Executive agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the Company will be effective without may deem necessary or desirable in order to protect its rights and interests in any Creations. Executive further agrees that if the submission of a complete and correct IP Disclosure Form. No waiver Company is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the automatic assignment provision is effective if Employee’s IP Disclosure Form is incompleteCompany shall be entitled to execute such papers as his agent and attorney-in-fact and Executive hereby irrevocably designates and appoints each officer of the Company as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Creations, incorrect, otherwise defective, or if any misrepresentation has been made. Employee is estopped from asserting waiver, and any waiver will be void and/or voidable, if under the waiver is obtained conditions described in violation of this Attachment II, or obtained through fraud, negligence, failure to disclose, or incorrect, incomplete, or defective information on an IP Disclosure Formparagraph.

Assignment of Intellectual Property. (a) Employee agrees I agree that I will promptly make full written disclosure to assign the Company, will hold in trust for the sole right and benefit of the Company, and hereby assigns assign to the Company Company, or its designee, all Company my right, title and interest in and to any original works of authorship (including, without limitation, any copyrights and renewals or extensions thereto relating to the same, including, all rights to reproduce in copies, to prepare derivative works, and to distribute copies to the public by sale or other transfer of ownership), that I submit and invoice for payment to the Company. The Intellectual Property including any will be the sole and all rights, title, and ownership interests that Employee may have in or to Company Intellectual Property patent application, including copyright and any tangible media embodying such Company Intellectual Property, during and subsequent to Employee’s employment. The Company has and will have the royalty-free right to use or otherwise exploit Company Intellectual Property without any further agreement between the Company and Employee. Company Intellectual Property remains the exclusive property of the Company. I further acknowledge that all original works of authorship that are made by me (solely or jointly with others) and submitted and invoiced for payment to the Company whether or are protectable by copyright are "works made for hire," as that term is defined in the United States Copyright Act. To the extent that any Intellectual Property is not deemed to be a “work made for hire” within the meaning of the copyright laws of the United States. For clarity, Employee does not then I will and hereby do assign or agree to assign any Pre-existing all my right, title and interest in such Intellectual Property to the Company. (b) Employee is hereby notified . Copyright and Other Registrations. I agree to assist the Company, or its designee, at the Company's expense, in every proper way to secure the Company's rights in the Intellectual Property and any copyrights, trademarks, domain names or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto and the execution of all applications, specifications, oaths, assignments and other instruments that certain statutes the Company shall deem necessary in some U.S. states relate order to ownership apply for and assignment of inventions. At relevant locations obtain such rights and in accordance with those statutes, order to assign and convey to the Company agrees and its successors, assigns and nominees the sole and exclusive right, title and interest in and to such Intellectual Property and any copyrights, trademarks, domain names or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Attachment II does not apply Intellectual Property Agreement. If the Company is unable because of my mental or physical incapacity or for any other reason to an invention developed secure my assistance in perfecting the rights transferred in this Intellectual Property Agreement, then 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 applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters copyright or other intellectual property registrations with the same legal force and effect as if executed by Employee entirely on his or her own time without use me. The designation and appointment of the Company Group’s equipment, supplies, facilities, systems, or confidential information, except for inventions that relate and its duly authorized officers and agents as my agent and attorney in fact shall be deemed to the Company Group’s business, or actual or anticipated research or development of the Company Group or work performed by Employee for the Company Group. For this purpose, the “Company Group” means the Company be coupled with an interest and all Affiliatestherefore irrevocable. (c) The Company may, in its sole discretion, waive the automatic assignment provisions of Section 5(a) using such criteria as the Company, in its sole discretion, may decide to use. No waiver of the automatic assignment provision is effective unless in a writing signed by a person authorized by the Company. (d) No waiver of the automatic assignment provision of any Company Intellectual Property relating to the business of the Company or arising out of Employee’s employment with the Company will be effective without the submission of a complete and correct IP Disclosure Form. No waiver of the automatic assignment provision is effective if Employee’s IP Disclosure Form is incomplete, incorrect, otherwise defective, or if any misrepresentation has been made. Employee is estopped from asserting waiver, and any waiver will be void and/or voidable, if the waiver is obtained in violation of this Attachment II, or obtained through fraud, negligence, failure to disclose, or incorrect, incomplete, or defective information on an IP Disclosure Form.

Assignment of Intellectual Property. (a) Employee agrees to assign and hereby assigns to the Company all Company Intellectual Property including any and all rights, title, and ownership interests that Employee may have in or to Company Intellectual Property patent application, including copyright and any tangible media embodying such Company Intellectual Property, during and subsequent to Employee’s employment. The Company has and will have the royalty-free right to use or otherwise exploit Company Intellectual Property without any further agreement between the Company and Employee. Company Intellectual Property remains the exclusive property of the Company whether or not deemed to be a “work made for hire” within the meaning of the copyright laws of the United States. For clarity, Employee does not hereby assign or agree to assign any Pre-existing Intellectual Property to the Company. (b) Employee is hereby notified that certain statutes in some U.S. states relate to ownership and assignment of inventions. At relevant locations and in accordance with those statutes, the Company agrees that this Attachment II I does not apply to an invention developed by Employee entirely on his or her own time without use of the Company Group’s equipment, supplies, facilities, systems, or confidential information, except for inventions that relate to the Company Group’s business, or actual or anticipated research or development of the Company Group or work performed by Employee for the Company Group. For this purpose, the “Company Group” means the Company and all Affiliates. (c) The Company may, in its sole discretion, waive the automatic assignment provisions of Section 5(a) using such criteria as the Company, in its sole discretion, may decide to use. No waiver of the automatic assignment provision is effective unless in a writing signed by a person authorized by the Company. (d) No waiver of the automatic assignment provision of any Company Intellectual Property relating to the business of the Company or arising out of Employee’s employment with the Company will be effective without the submission of a complete and correct IP Disclosure Form. No waiver of the automatic assignment provision is effective if Employee’s IP Disclosure Form is incomplete, incorrect, otherwise defective, or if any misrepresentation has been made. Employee is estopped from asserting waiver, and any waiver will be void and/or voidable, if the waiver is obtained in violation of this Attachment III, or obtained through fraud, negligence, failure to disclose, or incorrect, incomplete, or defective information on an IP Disclosure Form.