Common use of Contributions and Inventions Clause in Contracts

Contributions and Inventions. While employed by the Company, I may make Contributions and Inventions deemed by the Company to have value to it. The terms “Contributions” and “Inventions” are understood to include all information, ideas, concepts, technology, improvements, discoveries, formulae, inventions, creations, discoveries, techniques, designs, methods, trade secrets, technical specifications and data, works, modifications, processes, know-how, show-how, concepts, expressions, improvements, works of authorship (including computer programs), ideas and other developments, whether or not they are patentable or copyrightable or subject to analogous protection and regardless of their form or state of development and whether or not I have made them alone or with others, together with any and all rights to U.S. or foreign applications for patents, inventor’s certifications or other industrial rights that may be filed thereon, including divisions, continuations-in-part, reissues and/or extensions thereof. This Agreement covers Contributions and Inventions of any kind that are conceived or made by me, alone or with others, while I am employed by the Company, regardless of whether they are conceived or made during regular working hours or at my place of work (whether located at the Company, customer facilities, at home or elsewhere) and that (i) relate to the Company’s business or potential business or that of its affiliates, (ii) result from tasks assigned to me by the Company, or (iii) are conceived or made with the use of the Company’s time, facilities, resources, or materials. With respect to Contributions or Inventions covered by this Agreement, I agree that: (a) I will disclose them promptly to the Company. I will not disclose them to anyone other than authorized Company personnel; (b) They will belong solely to the Company from conception as “works made for hire” (as that term is used under U.S. copyright law) or otherwise. To the extent that title to any such Contributions and Inventions do not, by operation of law, vest in the Company, I hereby irrevocably assign to the Company all right, title and interest, including, without limitation, tangible and intangible rights such as patent rights, trademarks, and copyrights, that I may have or may acquire in and to all such Contributions and Inventions, benefits and/or rights resulting therefrom, and agree to promptly execute any further specific assignments related to such Contributions or Inventions, benefits and/or rights at the request of the Company. If the Company wants more specific or formal evidence of this, I will sign written documents of assignment at the Company’s request. I also hereby assign to the Company, or waive if not assignable, all “moral rights” in and to any Contributions and Inventions and agree promptly to execute any further specific assignments or waivers related to moral rights at the request of the Company; and (c) I will, at any time, either during the time I am employed by the Company or thereafter, assist the Company in obtaining and maintaining patent, copyright, trademark, mask works and other protection for them, in all countries and territories, at the Company’s expense. In the event that the Company is unable to secure my signature after reasonable effort in connection with any patent, trademark, copyright, mask work or other similar protection relating to a Contribution or an Invention, 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 on my 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, mask works or other similar protection thereon with the same legal force and effect as if executed by me. (d) Any Contributions or Inventions relating to the business of the Company and disclosed to the Company within 6 months following the termination of my employment shall be deemed to fall within the provisions of this Section 2. The “business of the Company’ as used in this Section 2 includes the actual business conducted by the Company or any of its affiliates at any time during my employment with the Company, as well as any business in which the Company or any of its affiliates, at any time during my employment with the Company, proposes or proposes to engage.

Appears in 8 contracts

Samples: Severance Agreement (PowerFleet, Inc.), Severance Agreement (Id Systems Inc), Severance Agreement (Id Systems Inc)

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Contributions and Inventions. While employed by the Company, I may have previously or may in the future make Contributions and Inventions deemed by the Company to have value to it. The terms “Contributions” and “Inventions” are understood to include all information, ideas, concepts, technology, improvements, discoveries, formulae, inventions, creations, discoveries, techniques, designs, methods, trade secrets, technical specifications and data, works, modifications, processes, know-how, show-how, concepts, expressions, improvements, works of authorship (including computer programs), ideas ) and other developments, whether or not they are patentable or copyrightable or subject to analogous protection and regardless of their form or state of development and whether or not I have made them alone or with others, together with any and all rights to U.S. or foreign applications for patents, inventor’s certifications or other industrial rights that may be filed thereon, including divisions, continuations-continuations in-part, reissues and/or extensions thereof. This Agreement covers . (a) With respect to any Contributions and Inventions of any kind that are conceived or made by me, alone or with others, while I am employed by the Company, regardless of whether they are conceived or made during regular working hours or at my place of work (whether located at the Company, customer facilities, at home or elsewhere) and that (i) relate to the Company’s business or potential business or that of its affiliates, (ii) result from tasks assigned to me by the Company, or (iii) are conceived or made with the use of the Company’s time, facilities, resources, or materials. With respect to Contributions or Inventions covered by this Agreement, I agree that: (aA) I will disclose them Contributions and Inventions promptly to the Company. I will not disclose them Contributions and Inventions to anyone other than authorized Company personnel; (bB) They Contributions and Inventions will belong solely to the Company from conception as “works made for hire” (as that term is used under U.S. copyright law) or otherwise. To the extent that title to any such Contributions and Inventions do not, by operation of law, vest in the Company, I hereby irrevocably assign to the Company all right, title and interest, including, without limitation, tangible and intangible rights such as patent rights, trademarks, and copyrights, that I may have or may acquire in and to all such Contributions and InventionsIntentions, benefits and/or rights resulting therefrom, and agree to promptly execute any further specific assignments related to such Contributions or Inventions, benefits and/or rights at to the request of the Company. If the Company wants more specific or formal evidence of this, I will sign written documents of assignment at the Company’s request. I also hereby assign to the Company, or waive if not assignable, all “moral rights” in and to any Contributions and Inventions and agree promptly to execute any further specific assignments or waivers related to moral rights at the request of the Company; and (cC) I will, at any time, either during the time I am employed by the Company or thereafter, assist the Company in obtaining and maintaining patent, copyright, trademark, mask works and other protection for themContributions and Inventions, in all countries and territories, at the Company’s expense. In the event that the Company is unable to secure my signature after reasonable effort in connection with any patent, trademark, copyright, mask work or other similar protection relating to a Contribution or an Invention, 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 on my 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, mask works or other similar protection thereon with the same legal force and effect as if executed by me. (db) Any Contributions or Inventions relating that are conceived or made by me, alone or with others, during the two-year period following my termination of employment with the Company or any of its affiliates for any reason, which relate to the business of the Company and disclosed to the Company within 6 months following the termination of my employment shall also be deemed to fall within the provisions of this Section 22 and shall be subject to the provisions of Sections 2(a) above. The “business of the Companyas used in this Section 2 includes the actual business conducted by the Company or any of its affiliates at any time during my employment with the Company, as well as any business in which the Company or any of its affiliates, at any time during my employment with the Company, proposes or proposes to engage.

Appears in 3 contracts

Samples: Confidentiality, Assignment of Contributions and Inventions, Non Competition, and Non Solicitation Agreement (Lifecell Corp), Confidentiality, Assignment of Contributions and Inventions, Non Competition, and Non Solicitation Agreement (Lifecell Corp), Confidentiality, Assignment of Contributions and Inventions, Non Competition, and Non Solicitation Agreement (Lifecell Corp)

Contributions and Inventions. While employed by the Company, I may make Contributions and Inventions deemed by the Company to have of value to it. The terms “Contributions” and “Inventions” are understood to include (i) all informationinventions, ideas, conceptsformulae, technologyworks, improvementsmodifications, processes, discoveries, formulae, inventions, creations, discoveriestechnology, techniques, designs, methods, trade secrets, technical specifications and data, works, modifications, processes, know-know- how, show-how, concepts, expressions, creations, improvements, writings, works of authorship (including computer programs)authorship, ideas and other developments, whether or not they are patentable or copyrightable or subject to analogous protection and regardless of their form or state of development development, and whether or not I have made them alone or with others, together with (ii) all printed, physical, and electronic copies, all improvements, rights, and claims related to the foregoing, and other tangible embodiments thereof, and (iii) all rights in and to copyrights, trade secrets, trademarks (and related goodwill), mask works, patents, and other intellectual property rights therein arising in any jurisdiction throughout the world and all related rights to U.S. or foreign applications for patents, inventor’s certifications or other industrial rights that may be filed thereonof priority under international conventions with respect thereto, including all pending and future applications and registrations therefor, and continuations, divisions, continuations-in-part, reissues and/or extensions reissues, extensions, and renewals thereof. This Agreement covers Contributions and Inventions of any kind that are conceived or made by me, during hours that I am working for the Company at my place of work whether located at the Company, customer facilities, at home or elsewhere, alone or with others, while I am employed by the Company. This Agreement also covers Contributions and Inventions, regardless of whether they are conceived or made during regular working hours or at my place of work (whether located at the Companywork, customer facilities, at home or elsewhere) and that (i) that relate to the Company’s business or potential business business, or that of its affiliatesthe Company’s research and development, (ii) result from tasks assigned to me by the Company, or (iii) that are conceived or made with the use of the Company’s time, facilities, equipment, materials or resources, or materials. With respect to Contributions or Inventions covered by this Agreement, I agree that: (a) I will disclose them promptly to the Company. I will not disclose them to anyone other than authorized Company personnel; (b) They will belong solely to the Company from conception as “works made for hire” (as that term is used under U.S. copyright law) or otherwise. To the extent that title to any such Contributions and Inventions do not, by operation of law, vest in the Company, I hereby irrevocably assign to the Company all right, title and interest, including, without limitation, tangible and intangible rights such as patent rights, trademarks, and copyrights, that I may have or may acquire in and to all such Contributions and Inventions, benefits and/or rights resulting therefrom, and agree to promptly execute any further specific assignments related to such Contributions or Inventions, benefits and/or rights at the request of the Company. If the Company wants more specific or formal evidence of this, I will sign written documents of assignment at the Company’s request. I also hereby assign to the Company, or waive if not assignable, all “moral rights” in and to any Contributions and Inventions and agree promptly to execute any further specific assignments or waivers related to moral rights at the request of the Company; and (c) I will, at any time, either during the time I am employed by the Company or thereafter, assist the Company in obtaining and maintaining patent, copyright, trademark, mask works and other protection for them, in all countries and territories, at the Company’s expense. In the event that the Company is unable to secure my signature after reasonable effort in connection with any patent, trademark, copyright, mask work or other similar protection relating to a Contribution or an Invention, 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 on my 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, mask works or other similar protection thereon with the same legal force and effect as if executed by me. (d) Any Contributions or Inventions relating to the business of the Company and disclosed to the Company within 6 months following the termination of my employment shall be deemed to fall within the provisions of this Section 2. The “business of the Company’ as used in this Section 2 includes the actual business conducted by the Company or any of its affiliates at any time during my employment with the Company, as well as any business in which the Company or any of its affiliates, at any time during my employment with the Company, proposes or proposes to engage.

Appears in 2 contracts

Samples: Personal Employment Agreement (Orgenesis Inc.), Personal Employment Agreement (Orgenesis Inc.)

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Contributions and Inventions. While employed by the Company, I may have previously or may in the future make Contributions and Inventions deemed by the Company to have value to it. The terms “Contributions” and “Inventions” are understood to include all information, ideas, concepts, technology, improvements, discoveries, formulae, inventions, creations, discoveries, techniques, designs, methods, trade secrets, technical specifications and data, works, modifications, processes, know-how, show-how, concepts, expressions, improvements, works of authorship (including computer programs), ideas ) and other developments, whether or not they are patentable or copyrightable or subject to analogous protection and regardless of their form or state of development and whether or not I have made them alone or with others, together with any and all rights to U.S. or foreign applications for patents, inventor’s certifications or other industrial rights that may be filed thereon, including divisions, continuations-continuations in-part, reissues and/or extensions thereof. This Agreement covers . (a) With respect to any Contributions and Inventions of any kind that are conceived or made by me, alone or with others, while I am employed by the Company, regardless of whether they are conceived or made during regular working hours or at my place of work (whether located at the Company, customer facilities, at home or elsewhere) and that (i) relate to the Company’s business or potential business or that of its affiliates, (ii) result from tasks assigned to me by the Company, or (iii) are conceived or made with the use of the Company’s time, facilities, resources, or materials. With respect to Contributions or Inventions covered by this Agreement, I agree that: (aA) I will disclose them Contributions and Inventions promptly to the Company. I will not disclose them Contributions and Inventions to anyone other than authorized Company personnel; (bB) They Contributions and Inventions will belong solely to the Company from conception as “works made for hire” (as that term is used under U.S. copyright law) or otherwise. To the extent that title to any such Contributions and Inventions do not, by operation of law, vest in the Company, I hereby irrevocably assign to the Company all right, title and interest, including, without limitation, tangible and intangible rights such as patent rights, trademarks, and copyrights, that I may have or may acquire in and to all such Contributions and InventionsIntentions, benefits and/or rights resulting therefrom, and agree to promptly execute any further specific assignments related to such Contributions or Inventions, benefits and/or rights at to the request of the Company. If the Company wants more specific or formal evidence of this, I will sign written documents of assignment at the Company’s request. I also hereby assign to the Company, or waive if not assignable, all “moral rights” in and to any Contributions and Inventions and agree promptly to execute any further specific assignments or waivers related to moral rights at the request of the Company; and (cC) I will, at any time, either during the time I am employed by the Company or thereafter, assist the Company in obtaining and maintaining patent, copyright, trademark, mask works and other protection for themContributions and Inventions, in all countries and territories, at the Company’s expense. In the event that the Company is unable to secure my signature after reasonable effort in connection with any patent, trademark, copyright, mask work or other similar protection relating to a Contribution or an Invention, 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 on my 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, mask works or other similar protection thereon with the same legal force and effect as if executed by me. (db) Any Contributions or Inventions relating that are conceived or made by me, alone or with others, during the period of (i) three (3) years following the closing of the Offer, or (ii) two (2) years after termination of my employment with the Company and all of its affiliates (for any reason or no reason), whichever is longer, which relate to the business of the Company and disclosed to the Company within 6 months following the termination of my employment shall also be deemed to fall within the provisions of this Section 22 and shall be subject to the provisions of Sections 2(a) above. The “business of the Companyas used in this Section 2 includes the actual business conducted by the Company or any of its affiliates at any time during my employment with the Company, as well as any business in which the Company or any of its affiliates, at any time during my employment with the Company, proposes or proposes to engage.

Appears in 1 contract

Samples: Confidentiality, Assignment of Contributions and Inventions, Non Competition, and Non Solicitation Agreement (Lifecell Corp)

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