Common use of Assignment of Inventions and Developments Clause in Contracts

Assignment of Inventions and Developments. The Executive agrees that all Company-Related Inventions and Developments which he conceives or develops, in whole or in part, either alone or jointly with others, during the term of his employment with the Company shall be the sole property of the Company. The Company shall be the sole owner of all patents, copyrights and other proprietary rights in and with respect to such Company-Related Inventions and Developments. To the fullest extent permitted by law, such Company-Related Inventions and Developments shall be deemed works made for hire. The Executive hereby transfers and assigns to the Company any proprietary rights which he may have or acquire in any such Company-Related Inventions and Developments, and the Executive hereby waives any other special rights which he may have or accrue therein. The Executive agrees to execute any documents and take any actions that may be required to effect and confirm such transfer, assignment and waiver. The provisions of this Section 5(b) shall apply to all Company-Related Inventions and Developments which are conceived or developed by the Executive during the term of his employment with the Company, whether or not further development or reduction to practice may take place after termination of such employment, for which purpose it shall be presumed that any Company-Related Inventions and Developments conceived by the Executive which are reduced to practice within one year after termination of the employment of the Executive were conceived during the term of the Executive's employment with the Company unless the Executive is able to establish a later conception date by clear and convincing evidence. THE EXECUTIVE HEREBY REPRESENTS AND WARRANTS TO THE COMPANY THAT ALL INVENTIONS AND DEVELOPMENTS MADE BY THE EXECUTIVE PRIOR TO HIS EMPLOYMENT BY THE COMPANY ARE DISCLOSED IN EXHIBIT A ATTACHED TO THIS AGREEMENT. The Executive agrees promptly to disclose to the Company, or to persons designated by the Company, all Company-Related Inventions and Developments which are or may be subject to the provisions of this Section 5(b). The Executive further agrees to assist the Company, at the Company's request from time to time and at its expense, to obtain and enforce patents, copyrights or other proprietary rights with respect to Company-Related Inventions and Developments in any and all countries and the Executive agrees that he shall execute all documents reasonably necessary or appropriate for this purpose. This obligation of the Executive shall survive the termination of employment of the Executive, provided that the Company shall compensate the Executive at a reasonable rate after such termination for time actually spent by the Executive at the Company's request on such assistance. In the event that the Company is unable for any reason to secure the Executive's signature to any document reasonably necessary or appropriate for any of the foregoing purposes (including renewals, extensions, continuations, divisions or continuations in part), the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive's agents and attorneys-in-fact to act for the Executive and on behalf of the Executive, but only for the purpose of executing and filing any such document and doing all other lawfully permitted acts to accomplish the foregoing purposes, with the same legal force and effect as if it had been executed or done by the Executive.

Assignment of Inventions and Developments. The Executive --------------------------------------------- agrees that all CompanyEmployer-Related Inventions and Developments which he conceives or develops, in whole or in part, either alone or jointly with others, during the term of his employment with the Company shall Employer will be the sole property of the CompanyEmployer. The Company shall Employer will be the sole owner of all patents, trademarks, copyrights and other proprietary rights in and with respect to such CompanyEmployer-Related Inventions and Developments. To the fullest extent permitted by law, such CompanyEmployer-Related Inventions and Developments shall will be deemed works made for hire. The Executive hereby transfers and assigns to the Company Employer any proprietary rights which he may have or acquire in any such CompanyEmployer-Related Inventions and Developments, and the Executive hereby he waives any other special rights which he may have or accrue therein. The Executive agrees to execute any documents and take any actions that may be required to effect and confirm such transfer, assignment and waiver. The provisions of this Section 5(b7(d) shall will apply to all CompanyEmployer-Related Inventions and Developments which are conceived or developed by the Executive during the term of his employment with the CompanyEmployer, whether or not further development or reduction to practice may take place after termination of such his employment, for which purpose it shall be presumed that any Company-Related Inventions and Developments conceived by the Executive which are reduced to practice within one year after termination of the employment of the Executive were conceived during the term of the Executive's employment with the Company unless the Executive is able to establish a later conception date by clear and convincing evidence. THE EXECUTIVE HEREBY REPRESENTS AND WARRANTS TO THE COMPANY THAT ALL INVENTIONS AND DEVELOPMENTS MADE BY THE EXECUTIVE PRIOR TO HIS EMPLOYMENT BY THE COMPANY ARE DISCLOSED IN EXHIBIT A ATTACHED TO THIS AGREEMENT. The Executive agrees promptly to disclose to the CompanyEmployer, or to persons designated by the Companyit, all CompanyEmployer-Related Inventions and Developments which are or may be subject to the provisions of this Section 5(b7(d). The Executive further agrees to assist the CompanyEmployer, at the CompanyEmployer's request from time to time and at its expense, to obtain and enforce patents, trademarks, copyrights or other proprietary rights with respect to CompanyEmployer-Related Inventions and Developments in any and all countries and the countries. The Executive agrees that he shall will execute all documents reasonably necessary or appropriate for this purpose. This obligation of the Executive shall will survive the termination of employment of the Executive's employment, provided that the Company shall Employer will compensate the Executive him at a reasonable rate after such termination for time actually spent by the Executive at the CompanyEmployer's request on such assistance. In the event that the Company Employer is unable for any reason unable, after reasonable effort, to secure the Executive's signature on any letters patent, copyright or other analogous protection relating to any document reasonably necessary an Invention, whether because of his physical or appropriate mental incapacity or for any of the foregoing purposes (including renewals, extensions, continuations, divisions or continuations in part)other reason whatsoever, the Executive hereby irrevocably designates and appoints the Company Employer and its duly authorized officers and agents as the Executive's agents his agent and attorneysattorney-in-fact fact, to act for the Executive and on in his behalf of the Executive, but only for the purpose of executing and filing stead to execute and file any such document application or applications and doing to do all other lawfully permitted acts to accomplish further the foregoing purposesprosecution and issuance of letters patent, copyright or other analogous protection thereon with the same legal force and effect as if it had been executed or done by the Executive. This power of attorney shall survive any termination of this Agreement.

Assignment of Inventions and Developments. The Executive agrees that all Company-Related Inventions and Developments which he conceives or develops, in whole or in part, either alone or jointly with others, during the term of his employment with the Company shall will be the sole property of the Company. The Company shall will be the sole owner of all patents, copyrights and other proprietary rights in and with respect to such Company-Related Inventions and Developments. To the fullest extent permitted by law, such Company-Related Inventions and Developments shall will be deemed works made for hire. The Executive hereby transfers and assigns to the Company any proprietary rights which he may have or acquire in any such Company-Related Inventions and Developments, and the Executive hereby he waives any other special rights which he may have or accrue therein. The Executive agrees to execute any documents and take any actions that may be required to effect and confirm such transfer, assignment and waiver. The provisions of this Section 5(b) shall Agreement will apply to all Company-Related Inventions and Developments which are conceived or developed by the Executive during the term of his employment with the Company, whether or not further development or reduction to practice may take place after termination of such his employment, for which purpose it shall will be presumed that any Company-Related Inventions and Developments conceived by the Executive which are reduced to practice within one year after termination of the his employment of the Executive were conceived during the term of the Executive's his employment with the Company unless the Executive he is able to establish a later conception date by clear and convincing evidence. THE EXECUTIVE HEREBY REPRESENTS AND WARRANTS TO THE COMPANY THAT ALL INVENTIONS AND DEVELOPMENTS MADE BY THE EXECUTIVE PRIOR TO HIS EMPLOYMENT BY THE COMPANY ARE DISCLOSED IN EXHIBIT A ATTACHED TO THIS AGREEMENTThe Executive represents and warrants that all Inventions and Developments made and currently or previously owned by him prior to his employment by the Company and that have not otherwise been assigned, transferred or sold to the Company in connection with the consummation of the transactions contemplated by the Merger Agreement, are disclosed in the Schedule attached to this Agreement. The Executive agrees promptly to disclose to the Company, or to persons designated by the Companyit, all Company-Related Inventions and Developments which are or may be subject to the provisions of this Section 5(b). The Executive further agrees to assist the Company, at the Company's request from time to time and at its expense, to obtain and enforce patents, copyrights or other proprietary rights with respect to Company-Related Inventions and Developments in any and all countries and the Executive agrees that he shall execute all documents reasonably necessary or appropriate for this purpose. This obligation of the Executive shall survive the termination of employment of the Executive, provided that the Company shall compensate the Executive at a reasonable rate after such termination for time actually spent by the Executive at the Company's request on such assistance. In the event that the Company is unable for any reason to secure the Executive's signature to any document reasonably necessary or appropriate for any of the foregoing purposes (including renewals, extensions, continuations, divisions or continuations in part), the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive's agents and attorneys-in-fact to act for the Executive and on behalf of the Executive, but only for the purpose of executing and filing any such document and doing all other lawfully permitted acts to accomplish the foregoing purposes, with the same legal force and effect as if it had been executed or done by the Executive.of