Common use of Developments Agreement Clause in Contracts

Developments Agreement. (a) If at any time or times during my Employment, I shall (either alone or with others) make, conceive, learn, discover or reduce to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, secret, concept, idea, and fixed expression thereof or any interest therein (whether or not patentable or registrable under copyright, patent, trademark or similar statutes or subject to analogous protection) (herein called "Developments") that relate to the business of the Company, whether directly or indirectly, and/or that relate to software provided by suppliers to the Company and incorporated in the Company's products, or any of the goods and services sold, licensed or under development by the Company; and/or result from the use of premises, facilities or personal property tangible or intangible owned, leased or contracted for by the Company; and/or that occur during the period of, as a consequence of, or in connection with my employment by the Company; and/or that result from tasks assigned to me by the Company; such Developments and the benefits thereof shall immediately become the sole and absolute property of the Company and its assigns, and I shall promptly disclose to the Company (or any persons designated by it) each such Development and hereby assign any rights I may have or acquire in the Developments and benefits and/or rights resulting therefrom to the Company and its assigns without further compensation and waive any and all moral rights to all Developments. All Developments shall be the sole property of the Company and its assigns. The Company shall be the sole owner of all patents, copyrights and other rights relating to Developments. I acknowledge that all Developments are "work(s) made for hire", as defined under the United States Copyright Act, and become the property of the Company, and shall communicate, without cost or delay, and without publishing the same, all available information relating thereto (with all necessary plans and models) to the Company. (b) Upon disclosure of each Development to the Company, I will, during my Employment and at any time thereafter, at the request and cost of the Company, sign, execute, make and do all such deeds, documents, acts and things as the Company and its duly authorized agents may reasonably require: (i) to apply for, obtain and vest in the name of the Company alone (unless the Company otherwise directs) letters of patent, copyrights or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same; and (ii) to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters of patent, copyright or other analogous protection. In the event the Company is unable, after reasonable effort, to secure my signature on any letters of patent, copyright or other analogous protection relating to a Development, whether because of my physical or mental incapacity or for any other reason whatsoever, 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 in my behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters of patent, copyright or other analogous protection thereon with the same legal force and effect as if executed by me. (c) This Section 3 shall not apply to any Development which meets all of the following three conditions: (i) I do the work entirely by myself without use of the Company's facilities, knowledge, property or resources, (ii) I do the work entirely on my own time, and (iii) the Development does not relate, either, directly or indirectly, to the Company's business or research or to its planned business or research.

Appears in 10 contracts

Samples: Executive Employment Agreement (Object Design Inc), Executive Employment Agreement (Object Design Inc), Executive Employment Agreement (Object Design Inc)

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Developments Agreement. (a) If at any time or times during my Employment, I shall (either alone or with others) make, conceive, learn, discover or reduce to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, secret, concept, idea, and fixed expression thereof or any interest therein (whether or not patentable or registrable under copyright, patent, trademark or similar statutes or subject to analogous protection) (herein called "Developments") that relate to the business of the Company, whether directly or indirectly, and/or that relate to software provided by suppliers to the Company and incorporated in the Company's products, or any of the goods and services sold, licensed or under development by the Company; and/or result from the use of premises, facilities or personal property tangible or intangible owned, leased or contracted for by the Company; and/or that occur during the period of, as a consequence of, or in connection with my employment by the Company; and/or that result from tasks assigned to me by the Company; such Developments and the benefits thereof shall immediately become the sole and absolute property of the Company and its assigns, and I shall promptly disclose to the Company (or any persons designated by it) each such Development and hereby assign any rights I may have or acquire in the Developments and benefits and/or rights resulting therefrom to the Company and its assigns without further compensation and waive any and all moral rights to all Developments. All Developments shall be the sole property of the Company and its assigns. The Company shall be the sole owner of all patents, copyrights and other rights relating to Developments. I acknowledge that all Developments are "work(s) made for hire", as defined under the United States Copyright Act, and become the property of the Company, and shall communicate, without cost or delay, and without publishing the same, all available information relating thereto (with all necessary plans and models) to the Company. (b) Upon disclosure of each Development to the Company, I will, during my Employment and at any time thereafter, at the request and cost of the Company, sign, execute, make and do all such deeds, documents, acts and things as the Company and its duly authorized agents may reasonably require: (i) to apply for, obtain and vest in the name of the Company alone (unless the Company otherwise directs) letters of patent, copyrights or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same; and (ii) to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters of patent, copyright or other analogous protection. In the event the Company is unable, after reasonable effort, to secure my signature on any letters of patent, copyright or other analogous protection relating to a Development, whether because of my physical or mental incapacity or for any other reason whatsoever, 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 in my behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters of patent, copyright or other analogous protection thereon with the same legal force and effect as if executed by me. (c) This Section 3 shall not apply to any Development which meets all of the following three conditions: (i) I do the work entirely by myself without use of the Company's facilities, knowledge, property or resources, (ii) I do the work entirely on my own time, and (iii) the Development does not relate, either, directly or indirectly, to the Company's business or research or to its planned business or research.. ODI CONFIDENTIAL

Appears in 1 contract

Samples: Executive Employment Agreement (Object Design Inc)

Developments Agreement. (a) If at any time or times during my Employmentthe Consulting Period, I shall the Consultant or the then Designee (either alone or with others) makemade or makes, conceiveconceives, learn, discover discovers or reduce reduces to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, data technique know-how, secret, concept, idea, and fixed expression thereof secret or any interest therein (whether or not patentable or registrable under copyright, patent, trademark copyright or similar statutes or subject to analogous protection) (herein called "Developments") that relate to the business of the Company, whether directly its Affiliates, or indirectly, and/or that relate to software provided by suppliers to of any supplier or customer of the Company and incorporated in the Company's products, or with respect to any of the goods and services sold, licensed or under development by the Company; and/or , or result from the use of premises, facilities premises or personal property property, tangible or intangible intangible, owned, leased or contracted for by the Company; and/or that occur during the period ofCompany or its Affiliates, as a consequence of, or in connection with my employment by the Company; and/or that result from tasks assigned to me by the Company; such Developments and the benefits thereof shall immediately become the sole and absolute property of the Company and or its assignsAffiliates, and I the Consultant and the then Designee shall promptly disclose to the Company (or any persons designated by it) each such Development Development. The Consultant and the then Designee hereby assign any rights I which the Consultant or the then Designee may have or acquire in the Developments and benefits and/or rights resulting therefrom to the Company and its assigns without further compensation and waive any and all moral rights to all Developments. All Developments shall be the sole property of the Company and its assigns. The Company shall be the sole owner of all patents, copyrights and other rights relating to Developments. I acknowledge that all Developments are "work(s) made for hire", as defined under the United States Copyright Act, and become the property of the Company, and shall communicate, without cost or delay, and without publishing the same, all available information relating thereto (with all necessary plans and models) to the Company. (b) Upon disclosure of each Development to the Company, I Consultant and the then Designee will, during my Employment the Consulting Period and at any time within two years thereafter, at the request and cost of the Company, sign, execute, make and do all such deeds, documents, acts and things as the Company or its Affiliates and its duly authorized agents may reasonably require: (i) to apply for, obtain and vest in the name of the Company or its Affiliates alone (unless the Company otherwise directs) letters of patent, copyrights or other analogous or other forms of intellectual property protection in any country throughout the world and when so obtained or vested to renew and restore the same; and (ii) to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters of patent, copyright copyright, or other analogous protection, or other forms of intellectual property protection. In the event the Company or its Affiliates is unable, after reasonable effort, to secure my Consultant's or the then Designee's signature on any letters of patent, copyright or other analogous or other form of intellectual property protection relating to a Development, whether because of my Consultant's or the then Designee's physical or mental incapacity or for any other reason whatsoever, I then the Consultant and the then Designee hereby irrevocably designate designates and appoint appoints the Company and its duly authorized officers and agents as my Consultant's and the then Designee's agent and attorney-in-fact, to act for and in my Consultant's and the then Designee's behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters of patent, copyright or other analogous protection thereon with the same legal force and effect as if executed by meConsultant or the then Designee. (c) This Section 3 Consultant and the then Designee understand that the Developments including, but not limited to, those identified in the pages, if any, attached hereto which the Consultant or the then Designee can demonstrate to the satisfaction of the Company or its Affiliates were made or conceived prior to engagement by the Company, are excluded from this Agreement. The Consultant and the then Designee understand that it may have to provide a short description of such excepted Developments and that it may not be sufficient to list the title and purpose of such Developments. (d) To the maximum extent permitted by law, all written material or material committed to a fixed form and components thereof, prepared in the course of Consultant's or the then Designee's engagement with Company and its Affiliates, including rough drafts and other materials created in the developmental stages of preparation of finished materials, shall not be regarded as "works for hire" for the Company. The Consultant and the then Designee agree that all such materials and components thereof as described, may be used by the Company without additional compensation to Consultant or the then Designee and that the Company shall have the right to change any such materials. The Consultant and the then Designee furthermore assign all rights, title and interest in and to all said materials and components thereof, as aforedescribed, including all worldwide copyright rights including any renewals or extensions available thereon, and agree to execute whatever Powers of Attorney, or other documents which the Company deems necessary or advisable to apply to any Development which meets all of the following three conditions: (i) I do the work entirely by myself without use of the Company's facilitiesobtain, knowledgeor maintain, property or resources, (ii) I do the work entirely on my own time, and (iii) the Development does not relate, either, directly or indirectly, to the Company's business or research such copyright protection or to its planned business or researchotherwise better enjoy the rights granted in this Section 7.

Appears in 1 contract

Samples: Consulting Agreement (Tekinsight Com Inc)

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Developments Agreement. (a) If at any time or times during my Employment, I shall (either alone or with others) make, conceive, learn, discover or reduce to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, secret, concept, idea, and fixed expression thereof or any interest therein (whether or not patentable or registrable under copyright, patent, trademark or similar statutes or subject to analogous protection) (herein called "Developments") that relate to the business of the Company, whether directly or indirectly, and/or that relate to software provided by suppliers to the Company and incorporated in the Company's products, or any of the goods and services sold, licensed or under development by the Company; and/or result from the use of premises, facilities or personal property tangible or intangible owned, leased or contracted for by the Company; and/or that occur during the period of, as a consequence of, or in connection with my employment by the Company; and/or that result from tasks assigned to me by the Company; such Developments and the benefits thereof shall immediately become the sole and absolute property of the Company and its assigns, and I shall promptly disclose to the Company (or any persons designated by it) each such Development and hereby assign any rights I may have or acquire in the Developments and benefits and/or rights resulting therefrom to the Company and its assigns without further compensation and waive any and all moral rights to all Developments. All Developments shall be the sole property of the Company and its assigns. The Company shall be the sole owner of all patents, copyrights and other rights relating to Developments. I acknowledge that all Developments are "work(s) made for hire", as defined under the United States Copyright Act, and become the property of the Company, and shall communicate, without cost or delay, and without publishing the same, all available information relating thereto (with all necessary plans and models) to the Company. (b) Upon disclosure of each Development to the Company, I will, during my Employment and at any time thereafter, at the request and cost of the Company, sign, execute, make and do all such deeds, documents, acts and things as the Company and its duly authorized agents may reasonably require: (i) to apply for, obtain and vest in the name of the Company alone (unless the Company otherwise directs) letters of patent, copyrights or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same; and (ii) to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters of patent, copyright or other analogous protection. In the event the Company is unable, after reasonable effort, to secure my signature on any letters of patent, copyright or other analogous protection relating to a Development, whether because of ODI CONFIDENTIAL my physical or mental incapacity or for any other reason whatsoever, 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 in my behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters of patent, copyright or other analogous protection thereon with the same legal force and effect as if executed by me. (c) This Section 3 shall not apply to any Development which meets all of the following three conditions: (i) I do the work entirely by myself without use of the Company's facilities, knowledge, property or resources, (ii) I do the work entirely on my own time, and (iii) the Development does not relate, either, directly or indirectly, to the Company's business or research or to its planned business or research.

Appears in 1 contract

Samples: Executive Employment Agreement (Object Design Inc)

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