Common use of Creations and Inventions Clause in Contracts

Creations and Inventions. 6.1. Without further consideration, the Consultant hereby irrevocably fully assigns to the Company: (i) any currently owned (if any) or future intellectual property of any kind, including but not limited to any inventions, continuations, patent applications, patents, copyrights, algorithms etc., created by it or the Key Person anywhere, whether alone or together with others, which constitutes an improvement, enhancement, modification or continuation of the Invention (as defined in the Founders Agreement) and which was created by the Consultant or the Key Person at the time of the Key Person being a Company director, advisor or shareholder holding, directly or indirectly (e.g., through a permitted transferee and/or through un-expired options) 3% or more of the issued share capital of the Company; (ii) any currently owned (if any) or future intellectual property of any kind, including but not limited to any inventions, continuations, patent applications, patents, copyrights, algorithms etc. created by a the Consultant or Key Person anywhere, whether alone or together with others, at the time of being a Company advisor which is related to the Company’s Field of Business (as defined in the Founders Agreement); (iii) any currently owned (if any) or future intellectual property of any kind, including but not limited to any inventions, continuations, patent applications, patents, copyrights, algorithms etc. created by the Consultant or the Key Person as a result of any of their engagement with the Company through this Agreement or otherwise, whether alone or together with others; (iv) any currently owned (if any) or future intellectual property of any kind, including but not limited to any inventions, continuations, patent applications, patents, copyrights, algorithms etc. created by the Consultant or the Key Person anywhere and at any time, whether alone or together with others, through the use of any proprietary information of the Company; and (v) any other intellectual property which any of the Consultant or the Key Person is, or will be obligated to assign to the Company under any other written agreement with the Company or under any applicable law (Sub-sections 6.1(i) to 6.1(v) shall be jointly referred to as “Future Improvements”). 6.2. Promptly upon the development, making, creation, or discovery of any Invention, discovery, process, design, work, intellectual property or improvement to the Company’s intellectual property, the Consultant shall disclose the same to the Company. Should the Company determine that same is a Future Improvement, the Consultant or the Key Person, as applicable, shall execute and deliver to the Company such reasonable documents as the Company may request to confirm the assignment of the Consultant’s or the Key Person's rights in the Future Improvement, and if requested by the Company, shall assist the Company, and shall execute any necessary documents, at the Company’s expense, in applying for and prosecuting any patents and any trademark or copyright registration which may be available in respect thereof.

Creations and Inventions. 6.1. Without further consideration, the Consultant hereby irrevocably fully assigns to the Company: (i) any currently owned (if any) or future intellectual property of any kind, including but not limited to any inventions, continuations, patent applications, patents, copyrights, algorithms etc., created by it or the Key Person anywhere, whether alone or together with others, which constitutes an improvement, enhancement, modification or continuation of the Invention (as defined in the Founders Agreement) and which was created by the Consultant or the Key Person at the time of the Key Person being a Company director, advisor engagement hereunder or shareholder holding, directly or indirectly (e.g., through a permitted transferee and/or through un-expired options) 3% or more of the issued share capital of the Company9 months thereafter; (ii) any currently owned (if any) or future intellectual property of any kind, including but not limited to any inventions, continuations, patent applications, patents, copyrights, algorithms etc. created by a the Consultant or Key Person anywhere, whether alone or together with others, at the time of being a Company advisor which is related to the Company’s Field field of Business (as defined in the Founders Agreement)business; (iii) any currently owned (if any) or future intellectual property of any kind, including but not limited to any inventions, continuations, patent applications, patents, copyrights, algorithms etc. created by the Consultant or the Key Person as a result of any of their engagement with the Company through this Agreement or otherwise, whether alone or together with others; (iv) any currently owned (if any) or future intellectual property of any kind, including but not limited to any inventions, continuations, patent applications, patents, copyrights, algorithms etc. created by the Consultant or the Key Person anywhere and at any time, whether alone or together with others, through the use of any proprietary information of the Company; and (v) any other intellectual property which any of the Consultant or the Key Person is, or will be obligated to assign to the Company under any other written agreement with the Company or under any applicable law (Sub-sections 6.1(i) to 6.1(v) shall be jointly referred to as “Future Improvements”). 6.2. Promptly upon the development, making, creation, or discovery of any Inventioninvention, discovery, process, design, work, intellectual property or improvement to the Company’s intellectual property, the Consultant shall disclose the same to the Company. Should the Company determine that same is a Future Improvement, the Consultant or the Key PersonConsultant, as applicable, shall execute and deliver to the Company such reasonable documents as the Company may request to confirm the assignment of the Consultant’s or the Key Person's rights in the Future Improvement, and if requested by the Company, shall assist the Company, and shall execute any necessary documents, at the Company’s expense, in applying for and prosecuting any patents and any trademark or copyright registration which may be available in respect thereof. 6.3. The Consultant further agrees that the Consulting Fee provided under this Agreement for the Consultant’s Services should be its sole compensation also for the assignment to the Company of all rights to Future Improvements and other rights granted to the Company under this Agreement. 6.4. The Consultant hereby represents that as of the Effective Date hereof it is not the owner of a patent that is competitive with the Company’s field of business.

Creations and Inventions. 6.1. Without further consideration, the Consultant hereby irrevocably fully assigns to the Company: (i) any currently owned (if any) or future intellectual property of any kind, including but not limited to any inventions, continuations, patent applications, patents, copyrights, algorithms etc., created by it or the Key Person anywhere, whether alone or together with others, which constitutes an improvement, enhancement, modification or continuation of the Invention (as defined in the Founders Agreement) and which was created by the Consultant or the Key Person at the time of the Key Person being a Company director, advisor or shareholder holding, directly or indirectly (e.g., through a permitted transferee and/or through un-expired options) 3% or more of the issued share capital of the Company; (ii) any currently owned (if any) or future intellectual property of any kind, including but not limited to any inventions, continuations, patent applications, patents, copyrights, algorithms etc. created by a the Consultant or Key Person anywhere, whether alone or together with others, at the time of being a Company advisor which is related to the Company’s Field of Business (as defined in the Founders Agreement); (iii) any currently owned (if any) or future intellectual property of any kind, including but not limited to any inventions, continuations, patent applications, patents, copyrights, algorithms etc. created by the Consultant or the Key Person as a result of any of their engagement with the Company through this Agreement or otherwise, whether alone or together with others; (iv) any currently owned (if any) or future intellectual property of any kind, including but not limited to any inventions, continuations, patent applications, patents, copyrights, algorithms etc. created by the Consultant or the Key Person anywhere and at any time, whether alone or together with others, through the use of any proprietary information of the Company; and (v) any other intellectual property which any of the Consultant or the Key Person is, or will be obligated to assign to the Company under any other written agreement with the Company or under any applicable law (Sub-sections 6.1(i) to 6.1(v) shall be jointly referred to as “Future Improvements”). 6.2. Promptly upon the development, making, creation, or discovery of any Invention, discovery, process, design, work, intellectual property or improvement to the Company’s intellectual property, the Consultant shall disclose the same to the Company. Should the Company determine that same is a Future Improvement, the Consultant or the Key Person, as applicable, shall execute and deliver to the Company such reasonable documents as the Company may request to confirm the assignment of the Consultant’s or the Key Person's rights in the Future Improvement, and if requested by the Company, shall assist the Company, and shall execute any necessary documents, at the Company’s expense, in applying for and prosecuting any patents and any trademark or copyright registration which may be available in respect thereof. 6.3. The Consultant and the Key Person further agree that the Consulting Fee provided under this Agreement for the Consultant’s Services should be its sole compensation also for the assignment to the Company of all rights to Future Improvements and other rights granted to the Company under this Agreement. 6.4. The Consultant hereby represents that as of the Effective Date hereof it is not the owner of a patent that is competitive with the Company’s Field of Business. 6.5. The Consultant shall provide the Company with a written undertaking of the Key Person to abide by the provisions of this Section 6 as set forth in Annex A hereto.