Disclosure and Assignment of Creations Sample Clauses

Disclosure and Assignment of Creations. Employee shall promptly inform and disclose to Emulex all Creations which Employee Creates (either alone or with others) while in the employment of Emulex, if the Creations: (1) relate, at the time Created, to the business of Emulex or to any actual or demonstrably anticipated research or development work of Emulex; or (2) result from any work performed by Employee for Emulex; or (3) were Created utilizing any of Emulex's equipment, supplies, facilities, time, or Confidential Information. ALL OF THE ABOVE-DESCRIBED CREATIONS THAT ARE SUBJECT TO COPYRIGHT OR MASK WORK PROTECTION ARE EXPLICITLY CONSIDERED BY EMPLOYEE AND EMULEX TO BE WORKS MADE FOR HIRE TO THE EXTENT PERMITTED BY LAW. ALL OF THE ABOVE-DESCRIBED CREATIONS OTHERWISE ARE HEREBY ASSIGNED BY EMPLOYEE TO EMULEX, AND ARE THE EXCLUSIVE PROPERTY OF EMULEX.
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Disclosure and Assignment of Creations. Employee shall promptly inform and disclose to the Company all Creations which Employee Creates (either alone or with others) during the term of this Agreement, if the Creations: a. relate, at the time Created, to the business of the Company or to any actual or demonstrably anticipated research or development work of the Company; or b. result from any work or services performed by Employee for the Company; or c. were Created utilizing any of the Company's equipment, supplies, facilities, time, or Confidential Information. ALL OF THE ABOVE-DESCRIBED CREATIONS ARE HEREBY ASSIGNED BY EMPLOYEE TO THE COMPANY, AND ARE THE EXCLUSIVE PROPERTY OF THE COMPANY. The assignment of the Creations contemplated in this Section shall occur automatically and immediately at the time the Creation is Created. The Company shall have no obligation to pay Employee any additional or separate compensation for Employee's assignment of any Creation to the Company pursuant to this Section. Notwithstanding the foregoing, Employee shall execute and deliver to the Company, and shall permit the filing and/or recording of, all such assignments, memorandum of assignment and other documents as the Company reasonably may request from time to time to memorialize any such assignment.
Sample 1
Disclosure and Assignment of Creations. Employee shall promptly inform and disclose to Emulex all Creations which Employee Creates (either alone or with others) while in the employment of Emulex, if the Creations:
Sample 1
Disclosure and Assignment of Creations. Employee shall promptly inform and disclose to Xxxxxx all Creations which Employee Creates (either alone or with others) while in the employment of Xxxxxx, if the Creations: 3.1.1 relate, at the time Created, to the business of Xxxxxx or to any actual or demonstrably anticipated research or development work of Xxxxxx; or 3.1.2 result from any work performed by Employee for Xxxxxx; or 3.1.3 were Created utilizing any of Nicole’s equipment, supplies, facilities, time, or Confidential Information. ALL OF THE ABOVE-DESCRIBED CREATIONS THAT ARE SUBJECT TO COPYRIGHT OR MASK WORK PROTECTION ARE EXPLICITLY CONSIDERED BY EMPLOYEE AND Xxxxxx TO BE WORKS MADE FOR HIRE TO THE FULLEST EXTENT PERMITTED BY LAW. ALL OF THE ABOVE-DESCRIBED CREATIONS OTHERWISE ARE HEREBY AUTOMATICALLY ASSIGNED BY EMPLOYEE TO Xxxxxx IMMEDIATELY UPON SUCH CREATION, AND ARE THE EXCLUSIVE PROPERTY OF Xxxxxx. Xxxxxx SHALL HAVE NO OBLIGATION TO PAY EMPLOYEE ANY ADDITIONAL CONSIDERATION FOR ANY SUCH ASSIGNMENT. EMPLOYEE SHALL EXECUTE SUCH DOCUMENTS AS Xxxxxx REASONABLY MAY REQUEST FROM TIME TO TIME TO EVIDENCE ANY SUCH ASSIGNMENT.
Sample 1
Disclosure and Assignment of Creations. CONSULTANT agrees promptly to disclose to the CUSTOMER any and all inventions, discoveries, improvements, trade secrets, formulae, techniques, processes and know-how, whether or not patentable or whether or not reduced to practice, conceived or learned by CONSULTANT, either alone or jointly with others, which relate to or result from the actual or anticipated business, work, research or investigations of CUSTOMER, or which result, to any extent, from use of the CUSTOMER's premises or property (the work being hereinafter collectively referred to as the "Creations"). CONSULTANT acknowledges and agrees that all such Creations and all copyrightable material shall be the sole property of CUSTOMER and/or any other person or entity designated by it and CONSULTANT hereby assigns to CUSTOMER CONSULTANT’s rights, including copyrights, and interests to all Creations. To the extent allowed by law, this assignment of Creations includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively “Moral Rights”). To the extent CONSULTANT retains any such Moral Rights under applicable law, CONSULTANT hereby ratifies and consents to any action that may be taken with respect to such Moral Rights by or authorized by the CUSTOMER and agrees not to assert any Moral Rights with respect thereto. CONSULTANT will confirm any such ratifications, consents and agreements from time to time as requested by CUSTOMER. Upon request by CUSTOMER, CONSULTANT shall execute any required documents, including assignments, and furnish all reasonable assistance to CUSTOMER in order to vest all rights to the Creations and copyrights in CUSTOMER.
Sample 1

Related to Disclosure and Assignment of Creations

  • Disclosure and Assignment As of the Effective Date, Executive hereby transfers and assigns to the Company (or its designee) all right, title, and interest of Executive in and to every idea, concept, invention, and improvement (whether patented, patentable or not) conceived or reduced to practice by Executive whether solely or in collaboration with others while he is employed by the Company, and all copyrighted or copyrightable matter created by Executive whether solely or in collaboration with others while he is employed by the Company that relates to the Company’s business (collectively, “Creations”). Executive shall communicate promptly and disclose to the Company, in such form as the Company may request, all information, details, and data pertaining to each Creation. Every copyrightable Creation, regardless of whether copyright protection is sought or preserved by the Company, shall be a “work made for hire” as defined in 17 U.S.C. § 101, and the Company shall own all rights in and to such matter throughout the world, without the payment of any royalty or other consideration to Executive or anyone claiming through Executive.

  • Disclosure and Assignment of Inventions The Executive understands that the Company engages in research and development and other activities in connection with its business and that, as an essential part of the Employment, the Executive is expected to make new contributions to and create inventions of value for the Company. From and after the Effective Date, the Executive shall disclose in confidence to the Company all inventions, improvements, designs, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works and trade secrets (collectively, the “Inventions”), which the Executive may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of the Executive’s Employment at the Company. The Executive acknowledges that copyrightable works prepared by the Executive within the scope of and during the period of the Executive’s Employment with the Company are “works for hire” and that the Company will be considered the author thereof. The Executive agrees that all the Inventions shall be the sole and exclusive property of the Company and the Executive hereby assign all his/her right, title and interest in and to any and all of the Inventions to the Company or its successor in interest without further consideration.

  • BUSINESS STRUCTURE AND ASSIGNMENTS 5.17.1 Contractor shall not assign this Agreement at law or otherwise or dispose of all or substantially all of its assets without the Director’s prior written consent. Nothing in this clause, however, prevents the assignment of accounts receivable or the creation of a security interest under Section 9.406 of the Texas Business & Commerce Code. In the case of such an assignment, Contractor shall immediately furnish the Director and CPO with proof of the assignment and the name, telephone number, and address of the Assignee and a clear identification of the fees to be paid to the Assignee. 5.17.2 Contractor shall not delegate any portion of its performance under this Agreement without the Director’s prior written consent.

  • Licenses and Assignments Except as otherwise permitted by the Secured Debt Agreements, each Assignor hereby agrees not to divest itself of any right under any Patent or Copyright absent prior written approval of the Collateral Agent.

  • Parties Bound; Assignment This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives; provided, however, that Guarantor may not, without the prior written consent of Lender, assign any of its rights, powers, duties or obligations hereunder.

  • Enurement and Assignment This Agreement shall enure to the benefit of the parties hereto and their respective successors and permitted assigns and shall be binding upon the parties hereto and their respective successors. This Agreement may not be assigned by any party hereto without the prior written consent of each of the other parties hereto.

  • Amendment and Assignment of Agreement This Agreement may not be amended or assigned without the affirmative vote of a majority of the outstanding voting securities of the Fund, and this Agreement shall automatically and immediately terminate in the event of its assignment.

  • SUBCONTRACT AND ASSIGNMENT This Agreement binds the heirs, successors, assigns and representatives of the Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Agreement and shall not assign this Agreement or monies due or to become due, without the prior written consent of the General Manager of the Agency or his designee, subject to any required state or federal approval. (Note: list any subcontractors here)

  • Disclosure and Use 20.2.1 Each Receiving Party agrees that, from and after the Effective Date: (a) all such Proprietary Information communicated or discovered, whether before, on or after the Effective Date, in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, that such Receiving Party shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents or affiliates to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents and affiliates who have a need for it in connection with the use or provision of services required to fulfill this Agreement; (d) it will, and will cause each of its employees, contractors, consultants, agents and affiliates to use such Proprietary Information only to effectuate the terms and conditions of this Agreement and for no other purpose; (e) it will cause each of its affiliates to execute individual confidentiality agreements containing the same restrictions as this Article XX; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such Proprietary Information to create only that Derivative Information necessary for such Receiving Party's compliance with Applicable Law or its performance under the terms of this Agreement. 20.2.2 Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates and such Receiving Party agrees to use its reasonable efforts to restrain its employees, contractors, consultants, agents or affiliates from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosure. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. 20.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent (i) necessary to comply with the provisions of Section 20.3 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original.

  • Assignment Agreements Each Bank may, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

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