DISCLOSURE AND ASSIGNMENT OF DISCOVERIES Sample Clauses

DISCLOSURE AND ASSIGNMENT OF DISCOVERIES. The Employee shall (without any additional compensation) promptly disclose in writing to the Board of Directors of the Corporation all ideas, formulae, programs, systems, devices, processes, business concepts, discoveries and inventions (hereinafter referred to collectively as "discoveries") whether or not patentable, which the Employee, while employed by the Corporation, conceives, makes, develops, acquires or reduces to practice, whether alone or with others and whether during or after usual working hours, and which are related to the Corporation's business or interests, or are used or usable by the Corporation; and the Employee hereby transfers and assigns to the Corporation all right, title and interest in and to said discoveries, including any and all domestic and foreign patent rights therein and any renewals thereof. On request of the Corporation, the Employee shall (without any additional compensation), from time to time during or after the expiration or termination of his employment, execute such further instruments (including, without limitation, applications for letters patent and assignments thereof) and do all such other acts and things as may be deemed necessary or desirable by the Corporation to protect and/or enforce its rights in respect of said discoveries. All expenses of filing or prosecuting any patent applications shall be borne by the Corporation, but the Employee shall cooperate in filing and/or prosecuting any such applications.
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DISCLOSURE AND ASSIGNMENT OF DISCOVERIES. (a) Executive hereby covenants and agrees to disclose promptly and fully, in writing, whenever possible, to the Corporation and its attorneys and designated representatives, without additional compensation, all ideas, formulae, programs, systems, devices, inventions, processes, business concepts, discoveries, improvements, developments, works of authorship, product marks and designations, technical information and know-how, whether or not patentable, copyrightable or otherwise protectable relating to personalized diet and nutrition programs (together, the "Developments"), which he may conceive, develop, reduce to practice, acquire or make, alone or jointly with others: (i) during the term of his employment with the Corporation, whether during or outside of the usual hours of work; and (ii) during the Post-Termination Period, as defined in Section 8 below. Notwithstanding the foregoing, no obligation is being imposed on Executive to assign to the Corporation any Development for which no equipment, supplies, facility, or trade secret information of the Corporation was used and that was developed entirely on Executive's own time, unless: (a) such Development relates (1) to the Corporation's business or (2) to the Corporation's actual or demonstrably anticipated research or development, or (b) the Development results from any work performed by Executive for the Corporation. Executive hereby agrees that all of his right, title and interest in and to such Developments shall be deemed the sole and exclusive property of the Corporation and shall be subject to the confidentiality provisions of Section 7 as confidential information of the Corporation. (b) Executive, when requested and required to do so, either during or after the term of his employment with the Corporation, shall cooperate.
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DISCLOSURE AND ASSIGNMENT OF DISCOVERIES. (a) The Executive hereby covenants and agrees to disclose promptly and fully, in writing, whenever possible, to the Corporation and its attorneys and designated representatives, without additional compensation, all ideas, formulae, programs, systems, devices, inventions, processes, business concepts, discoveries, improvements, developments, works of authorship, product marks and designations, technical information and know-how, whether or not patentable, copyrightable or otherwise protectable relating to the business and products of the Corporation (together, the "Developments"), which he may conceive, develop, reduce to practice, acquire or make, along or jointly with others: (i) during the term of his employment with the Corporation, whether during or outside of the usual hours of work; (ii) within a period of two years after termination of his employment with the Corporation; and (iii) at any time after termination of his employment with the Corporation, if such Developments arise out of any work done or concepts developed by the Executive, alone or with others, during his employment by the Corporation. The Executive hereby agrees that all of his right, title, and interest in and to such Developments shall be deemed as held by him in a fiduciary capacity solely for the benefit of the Corporation, shall be the sole and exclusive property of the Corporation and shall be subject to the confidentiality provisions of Paragraph 11 as confidential information of the Corporation. (b) The Executive, when required to do so, either during or after the term of his employment with the Corporation, shall: (i) assign and convey to the Corporation his entire right, title and interest in and to the Developments to the extent not owned by the Corporation as a matter of law from the time of their creation and execute, acknowledge and deliver all such further instruments and documents, in form and substance satisfactory to the Corporation, as it shall deem reasonably necessary or advisable to evidence the vesting in the Corporation of all right, title and interest of the Executive in and to the Developments; (ii) assist the Corporation and its agents in preparing patent applications, domestic and foreign, covering the Developments; (iii) sign and deliver all such applications and assignments of the same to the Corporation; and (iv) generally give all information and testimony, sign all papers and do all things which may be needed or requested by the Corporation to the end ...
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DISCLOSURE AND ASSIGNMENT OF DISCOVERIES. (a) Heath shall (without any additional compensation) promptly disclose in writing to the Executive Committee all ideas, processes, devices and business concepts (hereinafter referred to collectively as "Discoveries"), whether or not patentable or copyrightable, which he, while employed by FNB conceives, develops, acquires or reduces to practice, whether alone or with others and whether during or after usual working hours, and which are related to FNB's business or interests, or arise out of or in connection with the duties performed by him hereunder; and Heath hereby transfers and assigns to FNB all rights, title and interest in and to such Discoveries. Upon the request of FNB, Heath shall (without any additional compensation), from time to time during or after the expiration or termination of his employment, execute such further instruments and do all such other acts and things as may be deemed necessary or desirable by FNB to protect and/or enforce its rights in respect to such Discoveries. (b) For purposes of this Section 9 and the following Section 10, the reference to FNB shall mean and include any and all subsidiaries, and affiliated corporations in existence from time to time.
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DISCLOSURE AND ASSIGNMENT OF DISCOVERIES. (a) The Employee shall (without any additional compensation) promptly disclose in writing to the Board of Directors of the Company all ideas, processes, devices and business concepts (hereinafter referred to collectively as "Discoveries"), whether or not patentable or copyrightable, which he, while employed by the Company, conceives, develops, acquires or reduces to practice, whether alone or with others and whether during or after usual working hours, and which are related to the Company's business or interests, or arise out of or in connection with the duties performed by him hereunder; and the Employee hereby transfers and assigns to the Company all right, title and interest in and to such Discoveries. Upon the request of the Company, the Employee shall (without any additional compensation), from time to time during or after the expiration or termination of his employment, execute such further instruments and do all such other acts and things as may be deemed necessary or desirable by the Company to protect and/or enforce its rights in respect of such discoveries. (b) For purposes of this Section 7 and the following Section
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DISCLOSURE AND ASSIGNMENT OF DISCOVERIES. (a) The Executive shall (without any additional compensation) promptly disclose in writing to the Board all ideas, processes, devices and business concepts (hereinafter referred to collectively as "DISCOVERIES"), that are patentable or copyrightable, which he, while employed by the Company, conceives, develops, acquires or reduces to practice, whether alone or with others and whether during or after usual working hours, and which are related to the Company's business or interests, or arise out of or in connection with the duties performed by him hereunder; and the Executive hereby transfers and assigns to the Company all right, title and interest in and to such Discoveries. Upon the request of the Company, the Executive shall (without any additional compensation), from time to time during or after the expiration or termination of his employment, execute such further instruments and do all such other acts and things as may be deemed necessary or desirable by the Company to protect and/or enforce it rights in respect of such Discoveries. (b) For purposes of this Section 7 and the following Section 8, the term "Company" shall mean and include any and all subsidiaries, parents and affiliated corporations or entities of the Company in existence from time to time.
Sample 1
DISCLOSURE AND ASSIGNMENT OF DISCOVERIES. Pardxx xxxll (without any additional compensation) promptly disclose in writing to the Board of Directors of the Company all ideas, formulas, programs, systems, devices, processes, discoveries and inventions (together, "Discoveries") whether or not patentable, which he, (i) in the course of performing services for the Company at any time prior to the Effective Date, conceived, made, developed, acquired or reduced to practice, or (ii) after the Effective Date, through July 1, 1997 and thereafter so long as any of the options referred to in clauses (a) or (b) of Section 3 remain in effect, conceives, makes, develops, acquires or reduces to practice, in either case, whether alone or with others and whether during or after usual working hours, and which are related to the Company's business, or are used or usable by the Company in its business. Pardxx xxxeby transfers and assigns to the Company all right, title and interest in and to any Discoveries, including any and all domestic and foreign patent rights therein and any renewals thereof. On request of the Company, Pardxx xxxll (without any additional compensation), from time to time, execute such further instruments (including, without limitation, applications for letters patent and assignments thereof) and do all such other acts and things as may be deemed necessary or desirable by the Company to protect or enforce its rights in respect of the Discoveries. All expenses of filing or prosecuting any patent applications shall be borne by the Company, but Pardxx xxxll cooperate in filing and prosecuting any such applications.
Sample 1
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DISCLOSURE AND ASSIGNMENT OF DISCOVERIES. Employee ---------------------------------------- agrees that the Company shall be the owner of all inventions, discoveries, developments, writings, expressions and ideas, including but not limited to any and all concepts, improvements, techniques, know-how, innovations, systems, processes, machines, methods and products of manufacture, works, information, reports, papers, logos, computer programs, designs, and marketing materials (whether or not reduced to writing and whether or not patentable or protectable by copyright), which Employee conceives, develops, creates, makes, perfects or reduces to practice in whole or in part while employed by the Company or within six months thereafter, whether or not on the Company's premises, during normal business hours or using the Company's materials, Confidential Information or equipment, or other employees or agents of the Company, and (i) directly or indirectly relate to or arise out of Employee's job responsibilities for the Company, or through use of Company time, materials, Confidential Information or equipment; (ii) result from research, development, or other activities of the Company; or (iii) pertain in any manner to the business or reasonably anticipated business or products of the Company or its subsidiaries (hereinafter the "Industrial Property"). The Industrial Property shall be considered "works made for hire" and all rights therein, including all patent, copyright and other forms of rights, shall be the sole property of the Company. Employee agrees to promptly and fully disclose in writing to the Company all inventions, discoveries, developments, writings, expressions and ideas conceived, developed, created, made, perfected or reduced to practice while employed by the Company, regardless of whether Employee believes the invention, discovery, development, writing, expression or idea should be considered Industrial Property of the Company under any provision of this Agreement, in order to enable the Company to make a determination as to its rights with respect to the same. Any and all information relating to Industrial Property shall be considered Confidential Information and shall not be disclosed to any person or entity outside of the Company. To the extent that the Company does not automatically own any Intellectual Property as a work made fore hire, Employee shall assign all right, title and interest in and to such Industrial Property to the Company. Employee further agrees to execute and deliver all...
Sample 1
DISCLOSURE AND ASSIGNMENT OF DISCOVERIES. (a) The Employee shall (without any additional compensation) promptly disclose in writing to the Board of Directors of the Company all ideas, processes, devices and business concepts (hereinafter referred to collectively as "discoveries"), whether or not patentable or copyrightable, which he, while employed by the Company, conceives, develops, acquires or reduces to practice, whether alone or with others and whether during or after usual working hours, and which are related to the Company s business or interests, or are used or usable by the Company, or arise out of or in connection with the duties performed by him hereunder; and the Employee hereby transfers and assigns to the Company all rights, title and interest in and to such discoveries. Upon the request of the Company, the Employee shall (without any additional compensation), from time to time during or after the expiration or termination of his employment, execute such further instruments and do all such other acts and things as may be deemed necessary or desirable by the Company to protect and/or enforce its rights in respect of such discoveries. (b) For purposes of this Section 7 and the following Section 8, the term "Company" shall mean and include all subsidiaries, parents and affiliated corporations of the Company in existence from time to time.
Sample 1

Related to DISCLOSURE AND ASSIGNMENT OF DISCOVERIES

  • 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.

  • 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.

  • 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.

  • Confidential Information and Invention Assignment Agreements Executive’s receipt of any payments or benefits under Section 3 (other than the accrued benefits set forth in Section 3(a)(i) or Section 3(b)(i)) will be subject to Executive continuing to comply with the terms of the At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement between the Company and Executive, as such agreement may be amended from time to time.

  • Confidential Information and Invention Assignment Agreement Executive acknowledges that he has previously executed and delivered to an officer of the Company the Company’s Confidential Information and Invention Assignment Agreement (the “Confidentiality Agreement”) and that the Confidentiality Agreement remains in full force and effect.

  • Benefit and Assignment This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No party hereto may voluntarily or involuntarily assign such party's interest under this Agreement without the prior written consent of the other parties.

  • Non-Disclosure and Confidentiality 9.1 In connection with the investment by the Purchaser in the Note contemplated hereunder (the "Transaction"), the Company will furnish to the Purchaser certain information that is either non-public, confidential or proprietary in nature (the "Confidential Information"). 9.2 Pursuant to the U.S. Securities and Exchange Commission's Regulation FD, the Company is permitted to disclose to the Purchaser on a confidential basis, Confidential Information so long as the Purchaser agrees to bound by the terms of this Article 9. 9.3 The Purchaser acknowledges that the Confidential Information will be provided to the Purchaser, or the Purchaser will be granted access to the Confidential Information, solely for the purposes of evaluating the Transaction, and the Purchaser agrees to receive the Confidential Information on the following terms and conditions: (a) that the Confidential Information is to be received and maintained in confidence; (b) that no copies, summaries or reproductions of the Confidential Information or any part thereof may be made without the prior written consent of the Company except as may be reasonably necessary to evaluate the Transaction; (c) the Purchaser will not, directly or indirectly, disclose, communicate or make known the Confidential Information or any part thereof to any person, firm or corporation for any purpose other than evaluating the Transaction; (d) the Purchaser will take all reasonable precautions to safeguard the Confidential Information against unauthorised disclosure; (e) that upon request by the Company, the Purchaser will promptly return to the Company, all Confidential Information, including all reproductions and copies thereof together with all materials and documents created by the Purchaser containing Confidential Information or references thereto from which reference to the substance of the Confidential Information can be implied or understood; (f) that the Confidential Information shall be disclosed only to those professional advisers of the Purchaser (collectively, the "Permitted Persons") as are reasonably necessary to accomplish the purpose(s) of this Agreement; (g) that the confidential and proprietary nature of the Confidential Information shall be communicated to the Permitted Persons; and (h) the Purchaser will be responsible for any unauthorised use or disclosure of Confidential Information by the Permitted Persons and by any and all other persons to whom it discloses the Confidential Information. 9.4 The Purchaser hereby acknowledges that the Purchaser is aware, and further agrees that the Purchaser will advise the Permitted Persons, that United States securities laws prohibit any person who has material, non-public information about a company from purchasing or selling securities of such a company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. 9.5 If the Purchaser is required by any applicable law, stock exchange regulations or court order to disclose any Confidential Information, the Purchaser shall first notify the Company in writing, sufficiently in advance so as to provide the Company with reasonable opportunity to seek to prevent such disclosure or to seek to obtain a protective order for such Confidential Information.

  • 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.

  • 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.

  • Binding Nature and Assignment This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, but it may not be assigned by any party without the consent of the other.

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