Common use of Disclosure and Assignment of Company Innovations Clause in Contracts

Disclosure and Assignment of Company Innovations. I will promptly disclose and describe to Company all Company Innovations. I hereby do and will irrevocably assign to Company or Company’s designee all my right, title, and interest in and to any and all Company Innovations, which assignment operates automatically upon the conception of the Company Innovations. To the extent any of the rights, title and interest in and to Company Innovations cannot be assigned by me to Company, I hereby grant to Company an exclusive, royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to fully use, practice and exploit those non-assignable rights, title and interest, including, but not limited to, the right to make, use, sell, offer for sale, import, have made, and have sold, the Company Innovations. To the extent any of the rights, title and interest in and to Company Innovations can neither be assigned nor licensed by me to Company, I hereby irrevocably waive and agree never to assert the non-assignable and non-licensable rights, title and interest against Company, any of Company’s successors in interest, or any of Company’s customers. Future Innovations. I will disclose promptly in writing to Company all Innovations conceived, reduced to practice, created, derived, developed, or made by me during my employment with Company and for three (3) months thereafter, whether or not I believe the Innovations are subject to this Agreement, to permit a determination by Company as to whether or not the Innovations are or should be considered Company Innovations. Company will receive that information in confidence.

Disclosure and Assignment of Company Innovations. I will Consultant agrees to maintain adequate and current records of all Company Innovations, which records shall be and remain the property of Company. Consultant agrees to promptly disclose and describe to Company all Company Innovations. I Consultant represents, warrants and covenants that all Company Innovations shall be free and clear of any liens and encumbrances. Consultant hereby do does and will irrevocably assign to Company or Company’s designee all my of Consultant’s right, title, title and interest in and to any and all Company InnovationsInnovations and all associated records, which such assignment operates automatically upon to occur with respect to each Company Innovation at the conception of time the Company InnovationsInnovation is first conceived, made, derived, developed, written or created, and regardless of when the Company Innovation is first conceived, made, derived, developed, written or created. To the extent any of the rights, title and interest in and to Company Innovations cannot be assigned by me Consultant to Company, I Consultant hereby grant grants to Company an exclusive, royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to fully use, practice and exploit those non-assignable rights, title and interest, including, but not limited to, the right to make, use, sell, offer for sale, import, have made, and have sold, the Company Innovations. To the extent any of the rights, title and interest in and to the Company Innovations can neither be assigned nor licensed by me Consultant to Company, I Consultant hereby irrevocably waive waives and agree agrees never to assert the non-assignable and non-licensable rights, title and interest against Company, any of Company’s successors in interest, or any of Company’s customers. Future Innovations. I will disclose promptly If any Company Innovations include any work of authorship that qualifies as a “work made for hire” as defined in writing subclause (2) under Section 101 of the Copyright Law of the United States (Title 17 of the United States Code, as may be amended from time to Company all Innovations conceivedtime), reduced to practice, created, derived, developed, or made by me during my employment with Company and Consultant agree that Company owns such work of authorship as a work made for three (3) months thereafter, whether or not I believe the Innovations are subject to this Agreement, to permit a determination by Company as to whether or not the Innovations are or should be considered Company Innovations. Company will receive that information in confidencehire under such section.

Disclosure and Assignment of Company Innovations. I will Contractor agrees to maintain adequate and current records of all Company Innovations, which shall be and remain the property of the Company. Contractor agrees to promptly disclose and describe to Company all Company Innovations. I Contractor represents, warrants, and covenants that all Company Innovations shall be free and clear of any liens and encumbrances. Contractor hereby do does and will irrevocably assign to Company or Company’s 's designee all my of Contractor's right, title, and interest in and to any and all Company InnovationsInnovations and all associated records, which such assignment operates automatically upon to occur with respect to each Company Innovation at the conception of time the Company InnovationsInnovation is first conceived, made, derived, developed, written or created, and regardless of when the Company Innovation is first conceived, made, derived, developed, written, or created. To the extent any of the rights, title title, and interest in and to Company Innovations cannot be assigned by me Contractor to Company, I Contractor hereby grant grants to Company an exclusive, royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to fully use, practice and exploit those non-non- assignable rights, title and interest, including, but not limited to, the right to make, use, sell, offer for sale, import, have made, and have sold, the Company Innovations. To the extent any of the rights, title title, and interest in and to the Company Innovations can neither be assigned nor licensed by me Contractor to Company, I Contractor hereby irrevocably waive waives and agree agrees never to assert the non-assignable and non-licensable rights, title title, and interest against Company, any of Company’s 's successors in interest, or any of Company’s 's customers. Future Innovations. I will disclose promptly If any Company Innovations include any work of authorship that qualifies as a "work made for hire" as defined in writing subclause (2) under Section 101 of the Copyright Law of the United States (Title 17 of the United States Code, as may be amended from time to Company all Innovations conceivedtime), reduced to practice, created, derived, developed, or made by me during my employment with Company and Contractor agree that Company owns such work of authorship as a work made for three (3) months thereafter, whether or not I believe the Innovations are subject to this Agreement, to permit a determination by Company as to whether or not the Innovations are or should be considered Company Innovations. Company will receive that information in confidencehire under such section.

Disclosure and Assignment of Company Innovations. I will Consultant agrees to maintain adequate and current records of all Company Innovations, which records shall be and remain the property of Company. Consultant agrees to promptly disclose and describe to Company all Company Innovations. I Consultant represents, warrants and covenants that all Company Innovations shall be free and clear of any liens and encumbrances. Consultant hereby do does and will irrevocably assign to Company or Company’s designee all my of Consultant’s right, title, title and interest in and to any and all Company InnovationsInnovations and all associated records, which such assignment operates automatically upon to occur with respect to each Company Innovation at the conception of time the Company InnovationsInnovation is first conceived, made, derived, developed, written or created, and regardless of when the Company Innovation is first conceived, made, derived, developed, written or created. To the extent any of the rights, title and interest in and to Company Innovations cannot be assigned by me Consultant to Company, I Consultant hereby grant grants to Company an exclusive, royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to fully use, practice and exploit those non-assignable rights, title and interest, including, but not limited to, the right to make, use, sell, offer for sale, import, have made, and have sold, the Company Innovations. To the extent any of the rights, title and interest in and to the Company Innovations can neither be assigned nor licensed by me Consultant to Company, I Consultant hereby irrevocably waive waives and agree agrees never to assert the non-assignable and non-licensable rights, title and interest against Company, any of Company’s successors in interest, or any of Company’s customers. Future Innovations. I will disclose promptly If Consultant is a legal entity as opposed to an individual and if any Company Innovations include any work of authorship that qualifies as a “work made for hire” as defined in writing subclause (2) under Section 101 of the Copyright Law of the United States (Title 17 of the United States Code, as may be amended from time to Company all Innovations conceivedtime), reduced to practice, created, derived, developed, or made by me during my employment with Company and Consultant agree that Company owns such work of authorship as a work made for three (3) months thereafter, whether or not I believe the Innovations are subject to this Agreement, to permit a determination by Company as to whether or not the Innovations are or should be considered Company Innovations. Company will receive that information in confidencehire under such section.