Common use of Developments, Etc Clause in Contracts

Developments, Etc. (a) I will promptly disclose to the Company (or any persons designated by it) all processes, formulas, data, computer programs, software and documentation, know-how, improvements, discoveries, developments, designs, algorithms, inventions, techniques, strategies and new products, whether or not patentable or registrable under copyright or similar statutes, made or conceived or reduced to practice or learned by me, either alone or jointly with others, during the period of my employment that are related to or useful in the actual or anticipated business of the Company, result from tasks assigned to me by the Company, or result from the use of premises owned, leased or contracted for by the Company (all of the foregoing are hereinafter referred to as “Developments”). To the fullest extent permitted by law, the Developments will be deemed work made for hire. I will also promptly disclose to the Company, and the Company hereby agrees to receive all such disclosures in confidence, all other processes, formulas, data, computer programs, software and documentation, know-how, improvements, discoveries, developments, designs, algorithms, inventions, techniques, strategies and new products, whether or not patentable or registrable under copyright or similar statues, made or conceived or reduced to practice or learned by me, either alone or jointly with others, during the period of my employment for the purpose of determining whether they constitute Developments. The provisions of this Section 2 will apply to all Developments which are conceived or developed during the term of my employment with the Company, whether or not further development or reduction to practice may take place after termination of my employment. (b) I agree that all Developments shall be the sole property of the Company, and the Company shall be the sole owner of all patents, copyrights and other rights in connection therewith. I hereby assign to the Company any rights I may have or acquire in such Developments. I further agree as to all such Developments to assist the Company in every proper way (but at the Company’s expense) to obtain and from time to time enforce patents, copyrights and other rights and protections relating to said Developments in any and all countries, and to that end I will execute all documents for use in applying for and obtaining such patents, copyrights and other rights and protections and enforcing such Developments, as the Company may desire, together with any assignments thereof to the Company or persons designated by it. My obligation to assist the Company in obtaining and enforcing patents, copyrights and other rights and protections relating to such Developments in any and all countries shall continue beyond the termination of my employment, but the Company shall compensate me at a reasonable rate after my termination for time actually spent by me at the Company’s request on such assistance.

Appears in 9 contracts

Samples: Series F Preferred Stock Purchase Agreement (GlassHouse Technologies Inc), Series F Preferred Stock Purchase Agreement (GlassHouse Technologies Inc), Employment Agreement (GlassHouse Technologies Inc)

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Developments, Etc. (ai) I The Executive will promptly disclose make full and prompt disclosure to the Company (or any persons designated by it) Corporation of all processes, formulas, data, computer programs, software and documentation, know-how, improvements, discoveries, methods, processes, developments, designs, algorithms, inventions, techniques, strategies and new productsworks of authorship, whether or not patentable or registrable under copyright or similar statutesnot, made or which are created, made, conceived or reduced to practice by him or learned by me, either alone under his direction or jointly with othersothers during his employment by the Corporation, whether or not during normal working hours or on the period of my employment that are related to or useful in the actual or anticipated business premises of the Company, result from tasks assigned to me by the Company, or result from the use of premises owned, leased or contracted for by the Company Corporation (all of the foregoing which are hereinafter collectively referred to in this Agreement as “Developments”). To the fullest extent permitted by law, the Developments will be deemed work made for hire. I will also promptly disclose . (ii) The Executive agrees to assign and does hereby assign to the CompanyCorporation (or any person or entity designated by the Corporation) all his right, title and interest in and to all Developments and all related patents, patent applications, copyrights and copyright applications, if any. However, this paragraph (e)(ii) shall not apply to Developments which do not relate to the Company hereby agrees business or development conducted or planned to receive all be conducted by the Corporation at the time such disclosures in confidenceDevelopment is created, all other processesmade, formulas, data, computer programs, software and documentation, know-how, improvements, discoveries, developments, designs, algorithms, inventions, techniques, strategies and new products, whether or not patentable or registrable under copyright or similar statues, made or conceived or reduced to practice and which are made and conceived by the Executive not during normal working hours, not on the Corporation’s premises and not using the Corporation’s tools, devices, equipment or learned Proprietary Information. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by mean employee, either alone or jointly this paragraph (b) shall be interpreted not to apply to any invention which a court rules and/or the Corporation agrees falls within such classes. (iii) The Executive agrees to cooperate fully with othersthe Corporation, both during and after his employment with the period Corporation, with respect to the procurement, maintenance and enforcement of my employment for copyrights, patents and other intellectual property rights (both in the purpose of determining whether they constitute United States and foreign countries) relating to Developments. The provisions Executive shall sign all papers which the Corporation may deem necessary or desirable in order to protect its rights and interests in any Development. The Executive further agrees that if the Corporation is unable, after reasonable effort, to secure the signature of this Section 2 will apply to all Developments which are conceived or developed during the term Executive on any such papers, any executive officer of my employment with the Company, whether or not further development or reduction to practice may take place after termination of my employment. (b) I agree that all Developments Corporation shall be entitled to execute any such papers as the sole property agent and the attorney-in-fact of the CompanyExecutive, and the Company shall be Executive hereby irrevocably designates and appoints each executive officer of the sole owner of all patentsCorporation as his agent and attorney-in-fact to execute any such papers on his behalf, copyrights and other rights in connection therewith. I hereby assign to the Company any rights I may have or acquire in such Developments. I further agree as to all such Developments to assist the Company in every proper way (but at the Company’s expense) to obtain and from time to time enforce patents, copyrights and other rights and protections relating to said Developments in take any and all countries, and actions as the Corporation may deem necessary or desirable in order to that end I will execute all documents for use in applying for and obtaining such patents, copyrights and other protect its rights and protections and enforcing such Developments, as the Company may desire, together with any assignments thereof to the Company or persons designated by it. My obligation to assist the Company in obtaining and enforcing patents, copyrights and other rights and protections relating to such Developments interests in any and all countries shall continue beyond Development, under the termination of my employment, but the Company shall compensate me at a reasonable rate after my termination for time actually spent by me at the Company’s request on such assistanceconditions described in this sentence.

Appears in 1 contract

Samples: Employment Agreement (First Marblehead Corp)

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