Common use of Assignment of Invention Clause in Contracts

Assignment of Invention. During Executive’s employment with Employer, Executive shall promptly and fully inform and disclose to Employer and does hereby assign to Employer all Executive’s right, title and interest in and to any and all ideas, inventions, engineering plans, original works of authorship, developments, concepts, improvements, designs, trademarks, trade secrets, computer programs and discoveries, whether or not patentable or registrable under copyright or similar laws, which Executive may solely or jointly conceive or develop or reduce to practice or cause to be conceived or developed or reduced to practice (collectively, the “Inventions”), during Executive’s employment with Employer (whether during business hours or otherwise whether outside the premises of Employer or otherwise) and which directly or indirectly are related to the business or Confidential Information of Employer. Executive recognizes that all Inventions, conceived or made by Executive, either alone or jointly with others within the twenty-four months after termination of employment with Employer (voluntary or otherwise), are likely to have been conceived in significant part either while employed by Employer or as a result of knowledge Executive had of the Confidential Information. Accordingly, Executive agrees that such Inventions shall be presumed to have been conceived during Executive’s employment. Executive acknowledges that all original works of authorship which are made by Executive (solely or jointly with others) within the scope of such employment with Employer or related to the business of Employer and which are protectable by copyright are “works made for hire,” pursuant to the United States Copyright Act (17 U.S.C., Section 101) and are consequently owned by and hereby assigned to Employer. Executive agrees that he will (A) execute and deliver to Employer such applications, assignments, patent applications, copyright registrations and other documents as Employer may request in order to apply for and obtain patents or other registrations with respect to any Invention in the United States and foreign jurisdictions, (B) sign all other papers necessary to carry out the obligations in clause (A); (C) give testimony and render any other assistance in support of Employer’s rights to any Invention; and (D) keep and maintain current written records of all of those Inventions during Executive’s employment with Employer.

Assignment of Invention. During Executive’s All discoveries, inventions, improvements and innovations, whether patentable or not (including all data and records pertaining thereto), which Employee may have invented, discovered, originated or conceived of during the Term of his employment with Employerthe Corporation prior to the date of the Amendment or may invent, Executive discover, originate or conceive during the Term of this Agreement and which directly relate to the business of the Corporation or any of its subsidiaries as described in the Corporation’s filings with the Securities and Exchange Commission, shall be the sole and exclusive property of the Corporation. Employee shall promptly and fully inform disclose each and disclose all such discoveries, inventions, improvements or innovations to Employer and does hereby the Corporation. Employee shall assign to Employer all Executive’s the Corporation his entire right, title and interest in and to any and all ideasof his discoveries, inventions, engineering plans, original works of authorship, developments, concepts, improvements, designs, trademarks, trade secrets, computer programs improvements and discoveries, whether innovation described in this Section 8.7 and any related U.S. or not patentable or registrable under copyright or similar laws, which Executive may solely or jointly conceive or develop or reduce to practice or cause to be conceived or developed or reduced to practice (collectively, the “Inventions”), during Executive’s employment with Employer (whether during business hours or otherwise whether outside the premises of Employer or otherwise) foreign patent and which directly or indirectly are related to the business or Confidential Information of Employer. Executive recognizes that all Inventions, conceived or made by Executive, either alone or jointly with others within the twenty-four months after termination of employment with Employer (voluntary or otherwise), are likely to have been conceived in significant part either while employed by Employer or as a result of knowledge Executive had of the Confidential Information. Accordingly, Executive agrees that such Inventions shall be presumed to have been conceived during Executive’s employment. Executive acknowledges that all original works of authorship which are made by Executive (solely or jointly with others) within the scope of such employment with Employer or related to the business of Employer and which are protectable by copyright are “works made for hire,” pursuant to the United States Copyright Act (17 U.S.C., Section 101) and are consequently owned by and hereby assigned to Employer. Executive agrees that he will (A) execute and deliver to Employer such applications, assignments, patent applications, copyright registrations shall execute any instruments reasonably necessary to convey or perfect the Corporation’s ownership thereof, and other documents shall assist the Corporation in obtaining, defending and enforcing its rights therein. The Corporation shall bear all expenses it authorizes to be incurred in connection with such activity and shall pay the Employee reasonable compensation for time spent by the Employee in performing such duties at the request of the Corporation after the termination of his employment, for a period not to exceed three (3) years.” 10. Except as Employer may request expressly amended by this Amendment, the Employment Agreement remains in order to apply for full force and obtain patents or other registrations with respect to any Invention effect. Capitalized terms used herein shall have the same meaning as in the United States Employment Agreement unless otherwise defined herein. This Amendment shall be governed and foreign jurisdictionsconstrued and enforced in accordance with the local laws of the State of New York applicable to agreements made and to be performed entirely in New York. 11. This Amendment may be executed in one or more facsimile or original counterparts, (B) sign all other papers necessary to carry out the obligations in clause (A); (C) give testimony and render any other assistance in support each of Employer’s rights to any Invention; and (D) keep and maintain current written records of which shall be deemed an original, but all of those Inventions during Executive’s employment with Employerwhich taken together will constitute one and the same instrument.

Assignment of Invention. During Executive’s All discoveries, inventions, improvements and innovations, whether patentable or not (including all data and records pertaining thereto), which Employee may have invented, discovered, originated or conceived of during the Term of his employment with Employerthe Corporation prior to the date of the Third Amendment to Executive Employment Agreement dated December __, Executive 2005, or may invent, discover, originate or conceive during the Term of this Agreement and which directly relate to the business of the Corporation or any of its subsidiaries as described in the Corporation’s filings with the Securities and Exchange Commission, shall be the sole and exclusive property of the Corporation. Employee shall promptly and fully inform disclose each and disclose all such discoveries, inventions, improvements or innovations to Employer and does hereby the Corporation. Employee shall assign to Employer all Executive’s the Corporation his entire right, title and interest in and to any and all ideasof his discoveries, inventions, engineering plans, original works of authorship, developments, concepts, improvements, designs, trademarks, trade secrets, computer programs improvements and discoveries, whether innovation described in this Section 8.7 and any related U.S. or not patentable or registrable under copyright or similar laws, which Executive may solely or jointly conceive or develop or reduce to practice or cause to be conceived or developed or reduced to practice (collectively, the “Inventions”), during Executive’s employment with Employer (whether during business hours or otherwise whether outside the premises of Employer or otherwise) foreign patent and which directly or indirectly are related to the business or Confidential Information of Employer. Executive recognizes that all Inventions, conceived or made by Executive, either alone or jointly with others within the twenty-four months after termination of employment with Employer (voluntary or otherwise), are likely to have been conceived in significant part either while employed by Employer or as a result of knowledge Executive had of the Confidential Information. Accordingly, Executive agrees that such Inventions shall be presumed to have been conceived during Executive’s employment. Executive acknowledges that all original works of authorship which are made by Executive (solely or jointly with others) within the scope of such employment with Employer or related to the business of Employer and which are protectable by copyright are “works made for hire,” pursuant to the United States Copyright Act (17 U.S.C., Section 101) and are consequently owned by and hereby assigned to Employer. Executive agrees that he will (A) execute and deliver to Employer such applications, assignments, patent applications, copyright registrations shall execute any instruments reasonably necessary to convey or perfect the Corporation’s ownership thereof, and other documents shall assist the Corporation in obtaining, defending and enforcing its rights therein. The Corporation shall bear all expenses it authorizes to be incurred in connection with such activity and shall pay the Employee reasonable compensation for time spent by the Employee in performing such duties at the request of the Corporation after the termination of his employment, for a period not to exceed three (3) years.” 11. Except as Employer may request expressly amended by this Amendment, the Employment Agreement remains in order to apply for full force and obtain patents or other registrations with respect to any Invention effect. Capitalized terms used herein shall have the same meaning as in the United States Employment Agreement unless otherwise defined herein. This Amendment shall be governed and foreign jurisdictionsconstrued and enforced in accordance with the local laws of the State of New York applicable to agreements made and to be performed entirely in New York. 12. This Amendment may be executed in one or more facsimile or original counterparts, (B) sign all other papers necessary to carry out the obligations in clause (A); (C) give testimony and render any other assistance in support each of Employer’s rights to any Invention; and (D) keep and maintain current written records of which shall be deemed an original, but all of those Inventions during Executive’s employment with Employerwhich taken together will constitute one and the same instrument.

Assignment of Invention. (i) During Executive’s employment with Employer, Executive shall promptly and fully inform and disclose to Employer and does hereby assign to Employer all Executive’s right, title and interest in and to any and all ideas, inventions, engineering plans, original works of authorship, developments, concepts, improvements, designs, trademarks, trade secrets, computer programs and discoveries, whether or not patentable or registrable under copyright or similar laws, which Executive may solely or jointly conceive or develop or reduce to practice or cause to be conceived or developed or reduced to practice (collectively, the “Inventions”), during Executive’s employment with Employer (whether during business hours or otherwise whether outside the premises of Employer or otherwise) and which directly or indirectly are related to the business or Confidential Information of Employer. . (ii) Executive recognizes that all Inventions, conceived or made by Executive, either alone or jointly with others within the twenty-four months after termination of employment with Employer (voluntary or otherwise), are likely to have been conceived in significant part either while employed by Employer or as a result of knowledge Executive had of the Confidential Information. Accordingly, Executive agrees that such Inventions shall be presumed to have been conceived during Executive’s employment. . (iii) Executive acknowledges that all original works of authorship which are made by Executive Executives (solely or jointly with others) within the scope of such employment with Employer or related to the business of Employer and which are protectable by copyright are “works made for hire,” pursuant to the United States Copyright Act (17 U.S.C., Section 101) and are consequently owned by and hereby assigned to Employer. . (iv) Executive agrees that he she will (A) execute and deliver to Employer such applications, assignments, patent applications, copyright registrations and other documents as Employer may request in order to apply for and obtain patents or other registrations with respect to any Invention in the United States and foreign jurisdictions, (B) sign all other papers necessary to carry out the obligations in clause (A); (C) give testimony and render any other assistance in support of Employer’s rights to any Invention; and (D) keep and maintain current written records of all of those Inventions during Executive’s employment with Employer.

Assignment of Invention. During Executive’s All discoveries, inventions, improvements and innovations, whether patentable or not (including all data and records pertaining thereto), which Employee may have invented, discovered, originated or conceived of during the Term of his employment with Employerthe Corporation prior to the date of the Third Amendment to Executive Employment Agreement dated December 22, Executive 2005, or may invent, discover, originate or conceive during the Term of this Agreement and which directly relate to the business of the Corporation or any of its subsidiaries as described in the Corporation’s filings with the Securities and Exchange Commission, shall be the sole and exclusive property of the Corporation. Employee shall promptly and fully inform disclose each and disclose all such discoveries, inventions, improvements or innovations to Employer and does hereby the Corporation. Employee shall assign to Employer all Executive’s the Corporation his entire right, title and interest in and to any and all ideasof his discoveries, inventions, engineering plans, original works of authorship, developments, concepts, improvements, designs, trademarks, trade secrets, computer programs improvements and discoveries, whether innovation described in this Section 8.7 and any related U.S. or not patentable or registrable under copyright or similar laws, which Executive may solely or jointly conceive or develop or reduce to practice or cause to be conceived or developed or reduced to practice (collectively, the “Inventions”), during Executive’s employment with Employer (whether during business hours or otherwise whether outside the premises of Employer or otherwise) foreign patent and which directly or indirectly are related to the business or Confidential Information of Employer. Executive recognizes that all Inventions, conceived or made by Executive, either alone or jointly with others within the twenty-four months after termination of employment with Employer (voluntary or otherwise), are likely to have been conceived in significant part either while employed by Employer or as a result of knowledge Executive had of the Confidential Information. Accordingly, Executive agrees that such Inventions shall be presumed to have been conceived during Executive’s employment. Executive acknowledges that all original works of authorship which are made by Executive (solely or jointly with others) within the scope of such employment with Employer or related to the business of Employer and which are protectable by copyright are “works made for hire,” pursuant to the United States Copyright Act (17 U.S.C., Section 101) and are consequently owned by and hereby assigned to Employer. Executive agrees that he will (A) execute and deliver to Employer such applications, assignments, patent applications, copyright registrations shall execute any instruments reasonably necessary to convey or perfect the Corporation’s ownership thereof, and other documents shall assist the Corporation in obtaining, defending and enforcing its rights therein. The Corporation shall bear all expenses it authorizes to be incurred in connection with such activity and shall pay the Employee reasonable compensation for time spent by the Employee in performing such duties at the request of the Corporation after the termination of his employment, for a period not to exceed three (3) years.” 11. The Corporation shall reimburse the Employee (or pay directly) for the reasonable out-of-pocket fees and expenses incurred by the Employee (including, without limitation, legal and tax consulting fees and expert opinion fees) for review, analysis, advice and negotiation relating to this Amendment, and the matters referred to herein, not to exceed $15,000, on or before thirty (30) days following the date of execution of this Amendment. The Employee shall provide the Corporation with reasonable documentation evidencing such expenses. 12. Except as Employer may request expressly amended by this Amendment, the Employment Agreement remains in order to apply for full force and obtain patents or other registrations with respect to any Invention effect. Capitalized terms used herein shall have the same meaning as in the United States Employment Agreement unless otherwise defined herein. This Amendment shall be governed and foreign jurisdictionsconstrued and enforced in accordance with the local laws of the State of New York applicable to agreements made and to be performed entirely in New York. 13. This Amendment may be executed in one or more facsimile or original counterparts, (B) sign all other papers necessary to carry out the obligations in clause (A); (C) give testimony and render any other assistance in support each of Employer’s rights to any Invention; and (D) keep and maintain current written records of which shall be deemed an original, but all of those Inventions during Executive’s employment with Employerwhich taken together will constitute one and the same instrument.