Common use of Corporation Property Clause in Contracts

Corporation Property. (a) Any inventions, discoveries, designs, developments, improvements, copyrightable and patentable material, or trade secrets that Employee solely or jointly may conceive, develop, author, reduce to practice or otherwise produce during Employee’s employment with the Corporation or its Subsidiary, regardless of when reduced to writing or practice, which pertain to any aspect of the Corporation’s or its Subsidiaries’ business as described above (collectively herein “Inventions”) shall be the sole and absolute property of the Corporation and its Subsidiaries, and Employee shall promptly report and fully disclose the same to the Corporation and promptly execute any and all documents that may from time to time reasonably be requested by the Corporation to assure the Corporation the full and complete ownership thereof. (b) If an Invention constitutes an original work of authorship fixed in any tangible medium of expression which is the subject matter of copyright (such as videotapes, written presentations, computer programs, drawings, maps, models, manuals, brochures and the like), the Corporation shall be deemed the author of such work if the work is prepared by Employee in the scope of Employee’s employment. (c) If the work is not prepared by an Employee but is specifically ordered by the Corporation as, without limitation, a contribution to a collective work, a translation, a supplementary work, a derivative work, as a compilation, or as an instructional text, then such work shall be considered to be a work made for hire and the Corporation shall be the author of the work and the owner of the intangible rights of copyright therein. Additionally, all documents drawings, memoranda, notes records, files, correspondence, manuals, models, specifications, computer programs, E-mail, voice mail, electronic databases, maps, and all other writings or materials of any type embodying any of such information, ideas, concepts, improvements, discoveries, inventions and/or copyrightable expressions are and shall be the sole and exclusive property of the Corporation. (d) Employee waives and quitclaims to the Corporation any and all claims of any nature whatsoever that Employee now or hereafter may have for infringement of any patent application, patent, copyright, or other intellectual property right relating to any Inventions so assigned to the Corporation. (e) Both during the period of Employee’s employment by the Corporation or its Subsidiary and thereafter, Employee shall assist the Corporation or its nominees, at any time and for reasonable compensation, in the protection of the Corporation’s and its Subsidiaries’ worldwide right, title, and interest in and to information, ideas, concepts, improvements, discoveries, and inventions, and its copyrighted works, including without limitation, the execution of all formal assignment documents requested by the Corporation or its nominees and the execution of all lawful oaths and declarations for applications for patents and registration of copyright in the United States and foreign countries. (f) Notwithstanding the foregoing, Employee’s obligation to assign shall not apply to any Inventions about which the Employee can prove: (a) they were developed entirely on Employee’s own time; (b) no equipment, supplies, facility, services or trade secret information of the Corporation or its Subsidiaries was used in their development; (c) they do not relate (i) directly to the business of the Corporation or its Subsidiaries; or (ii) to the actual or demonstrably anticipated business, research or development of the Corporation or its Subsidiaries; and (d) they do not result from any work performed by Employee for the Corporation or its Subsidiaries (“Employee Inventions”). In order to be recognized by the Corporation, Employee Inventions must be agreed to by the signature of an authorized representative of the Corporation. (g) The Corporation, as an active participant in the open source community, often uses open source community software source code in connection with work for the Corporation’s clients. The Corporation recognizes that the culture within the open source community often involves sharing code amongst the community, even with companies in direct competition with each other. Given this reality and notwithstanding any other provisions of this Agreement, Employee’s obligations within this Agreement to assign Inventions and developments to the Corporation shall not apply to open source software materials that are developed by Employee in the course of doing Corporation business. Employee is given permission to donate such open source software materials back to the open source community unless one or both of the following exceptions occur: (i) the open source software developed was developed for a customer who requests that the software not be shared; and/or (ii) the Corporation requests that the software not be shared. This special exception set forth in this paragraph may be withdrawn by the Corporation upon notice to Employee. (h) Upon termination of this Agreement, or otherwise before then on request, Employee shall promptly return to the Corporation any computer-related hardware, documents or other materials in Employee’s possession containing any Confidential Information and all other property of the Corporation in Employee’s possession. Employee further represents and agrees that Employee will not copy or cause to be copied, print out or cause to be printed out any software, documents or other materials originating with or belonging to the Corporation. Employee additionally represents that, upon termination of Employee’s employment with the Corporation or otherwise before then upon request, Employee will not retain in Employee’s possession any such software, documents or other materials.

Corporation Property. (a) Any inventions, discoveries, designs, developments, improvements, copyrightable and patentable material, or trade secrets that Employee solely or jointly may conceive, develop, author, reduce to practice or otherwise produce during Employee’s employment with the Corporation or its Subsidiary, regardless of when reduced to writing or practice, which pertain to any aspect of the Corporation’s or its Subsidiaries’ business as described above (collectively herein “Inventions”) shall be the sole and absolute property of the Corporation and its Subsidiaries, and Employee shall promptly report and fully disclose the same to the Corporation and promptly execute any and all documents that may from time to time reasonably be requested by the Corporation to assure the Corporation the full and complete ownership thereof. (b) If an Invention constitutes an original work of authorship fixed in any tangible medium of expression which is the subject matter of copyright (such as videotapes, written presentations, computer programs, drawings, maps, models, manuals, brochures and the like), the Corporation shall be deemed the author of such work if the work is prepared by Employee in the scope of Employee’s employment. (c) If the work is not prepared by an Employee but is specifically ordered by the Corporation as, without limitation, a contribution to a collective work, a translation, a supplementary work, a derivative work, as a compilation, or as an instructional text, then such work shall be considered to be a work made for hire and the Corporation shall be the author of the work and the owner of the intangible rights of copyright therein. Additionally, all documents drawings, memoranda, notes records, files, correspondence, manuals, models, specifications, computer programs, E-mail, voice mail, electronic databases, maps, and all other writings or materials of any type embodying any of such information, ideas, concepts, improvements, discoveries, inventions and/or copyrightable expressions are and shall be the sole and exclusive property of the Corporation. (d) Employee waives and quitclaims to the Corporation any and all claims of any nature whatsoever that Employee now or hereafter may have for infringement of any patent application, patent, copyright, or other intellectual property right relating to any Inventions so assigned to the Corporation. (e) Both during the period of Employee’s 's employment by the Corporation or its Subsidiary and thereafter, Employee shall assist the Corporation or its nominees, at any time and for reasonable compensation, in the protection of the Corporation’s and its Subsidiaries’ worldwide right, title, and interest in and to information, ideas, concepts, improvements, discoveries, and inventions, and its copyrighted works, including without limitation, the execution of all formal assignment documents requested by the Corporation or its nominees and the execution of all lawful oaths and declarations for applications for patents and registration of copyright in the United States and foreign countries. (f) Notwithstanding the foregoing, Employee’s obligation to assign shall not apply to any Inventions about which the Employee can prove: (a) they were developed entirely on Employee’s own time; (b) no equipment, supplies, facility, services or trade secret information of the Corporation or its Subsidiaries was used in their development; (c) they do not relate (i) directly to the business of the Corporation or its Subsidiaries; or (ii) to the actual or demonstrably anticipated business, research or development of the Corporation or its Subsidiaries; and (d) they do not result from any work performed by Employee for the Corporation or its Subsidiaries (“Employee Inventions”). In order to be recognized by the Corporation, Employee Inventions must be agreed to by the signature of an authorized representative of the Corporation. (g) The Corporation, as an active participant in the open source community, often uses open source community software source code in connection with work for the Corporation’s clients. The Corporation recognizes that the culture within the open source community often involves sharing code amongst the community, even with companies in direct competition with each other. Given this reality and notwithstanding any other provisions of this Agreement, Employee’s obligations within this Agreement to assign Inventions and developments to the Corporation shall not apply to open source software materials that are developed by Employee in the course of doing Corporation business. Employee is given permission to donate such open source software materials back to the open source community unless one or both of the following exceptions occur: (i) the open source software developed was developed for a customer who requests that the software not be shared; and/or (ii) the Corporation requests that the software not be shared. This special exception set forth in this paragraph may be withdrawn by the Corporation upon notice to Employee. (h) Upon termination of this Agreement, or otherwise before then on request, Employee shall promptly return to the Corporation any computer-related hardware, documents or other materials in Employee’s possession containing any Confidential Information and all other property of the Corporation in Employee’s possession. Employee further represents and agrees that Employee will not copy or cause to be copied, print out or cause to be printed out any software, documents or other materials originating with or belonging to the Corporation. Employee additionally represents that, upon termination of Employee’s employment with the Corporation or otherwise before then upon request, Employee will not retain in Employee’s possession any such software, documents or other materials.

Corporation Property. (a) Any inventions, discoveries, designs, developments, improvements, copyrightable and patentable material, or trade secrets that Employee solely or jointly may conceive, develop, author, reduce to practice or otherwise produce during Employee’s employment with the Corporation or its Subsidiary, regardless of when reduced to writing or practice, which pertain to any aspect of the Corporation’s or its Subsidiaries’ business as described above (collectively herein “Inventions”) shall be the sole and absolute property of the Corporation and its Subsidiaries, and Employee shall promptly report and fully disclose the same to the Corporation and promptly execute any and all documents that may from time to time reasonably be requested by the Corporation to assure the Corporation the full and complete ownership thereof. (b) If an Invention constitutes an original work of authorship fixed in any tangible medium of expression which is the subject matter of copyright (such as videotapes, written presentations, computer programs, drawings, maps, models, manuals, brochures and the like), the Corporation shall be deemed the author of such work if the work is prepared by Employee in the scope of Employee’s employment. (c) If the work is not prepared by an Employee but is specifically ordered by the Corporation as, without limitation, a contribution to a collective work, a translation, a supplementary work, a derivative work, as a compilation, or as an instructional text, then such work shall be considered to be a work made for hire and the Corporation shall be the author of the work and the owner of the intangible rights of copyright therein. Additionally, all documents drawings, memoranda, notes records, files, correspondence, manuals, models, specifications, computer programs, E-mail, voice mail, electronic databases, maps, and all other writings or materials of any type embodying any of such information, ideas, concepts, improvements, discoveries, inventions and/or copyrightable expressions are and shall be the sole and exclusive property of the Corporation. (d) Employee waives and quitclaims to the Corporation any and all claims of any nature whatsoever that Employee now or hereafter may have for infringement of any patent application, patent, copyright, or other intellectual property right relating to any Inventions so assigned to the Corporation. (e) Both during the period of Employee’s employment by the Corporation or its Subsidiary and thereafter, Employee shall assist the Corporation or its nominees, at any time and for reasonable compensation, in the protection of the Corporation’s and its Subsidiaries’ worldwide right, title, and interest in and to information, ideas, concepts, improvements, discoveries, and inventions, and its copyrighted works, including without limitation, the execution of all formal assignment documents requested by the Corporation or its nominees and the execution of all lawful oaths and declarations for applications for patents and registration of copyright in the United States and foreign countries. (f) Notwithstanding the foregoing, Employee’s obligation to assign shall not apply to any Inventions about which the Employee can prove: (a) they were developed entirely on Employee’s own time; (b) no equipment, supplies, facility, services or trade secret information of the Corporation or its Subsidiaries was used in their development; (c) they do not relate (i) directly to the business of the Corporation or its Subsidiaries; or (ii) to the actual or demonstrably anticipated business, research or development of the Corporation or its Subsidiaries; and (d) they do not result from any work performed by Employee for the Corporation or its Subsidiaries (“Employee Inventions”). In order to be recognized by the Corporation, Employee Inventions must be agreed to by the signature of an authorized representative of the Corporation. (g) The Corporation, as an active participant in the open source community, often uses open source community software source code in connection with work for the Corporation’s clients. The Corporation recognizes that the culture within the open source community often involves sharing code amongst the community, even with companies in direct competition with each other. Given this reality and notwithstanding any other provisions of this Agreement, Employee’s obligations within this Agreement to assign Inventions and developments to the Corporation shall not apply to open source software materials that are developed by Employee in the course of doing Corporation business. Employee is given permission to donate such open source software materials back to the open source community unless one or both of the following exceptions occur: (i) the open source software developed was developed for a customer who requests that the software not be shared; and/or (ii) the Corporation requests that the software not be shared. This special exception set forth in this paragraph may be withdrawn by the Corporation upon notice to Employee. (h) Upon termination of this Agreement, or otherwise before then on request, Employee shall promptly return to the Corporation any computer-related hardware, documents or other materials in Employee’s possession containing any Confidential Information and all other property of the Corporation in Employee’s possession. Employee further represents and agrees that Employee will not copy or cause to be copied, print out or cause to be printed out any software, documents or other materials originating with or belonging to the Corporation. Employee additionally represents that, upon termination of Employee’s employment with the Corporation or otherwise before then upon request, Employee will not retain in Employee’s possession any such software, documents or other materials.