Common use of DISCLOSURE AND ASSIGNMENT OF DISCOVERIES Clause in Contracts

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 that the Corporation may obtain, extend, reissue, maintain and enforce United States and foreign patents covering the Developments. (c) The Executive hereby irrevocably nominates and appoints the Corporation his attorney-in-fact to sign and deliver all such papers, and perform all such acts, mentioned in Paragraph 9(b), in the event of the Executive's absence, unavailability, refusal, or death, such nomination and appoint hereby being granted with full authority in the premises, and such authority to be deemed coupled with an interest vested in the Corporation. (d) The Corporation agrees to bear all expenses which it causes to be incurred in obtaining, extending, issuing, maintaining and enforcing such patents and in investing and perfecting title thereto in the Corporation, and agrees further to pay the Executive for any time which it may require of him therefore, and for any services that may be required of him pursuant to Paragraph 9(b), subsequent to the termination of his employment with the Corporation, such payment to be at an hourly rate equivalent to that at which the Executive is paid at the time of the termination of his employment by the Corporation. (e) In the event of the unenforceability of all or part of the foregoing provisions in this Paragraph 9, as determined by a court of competent jurisdiction, the Executive hereby transfers and assigns to the Corporation such lesser interests in the Developments, including without limitation, any and all United States and foreign patent rights therein and renewals thereof, as may be determined by such a court to be a reasonable grant of interests under the circumstances, but, in any event, and without limitation, the Executive shall be deemed to have granted to the Corporation not less than an irrevocable, non-exclusive license, with the right to sublicense others, to manufacture, use, lease and sell the Developments which have not been assigned to the Corporation under the provisions of Paragraph 9(b), without payment of any royalty.

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 personalized diet and products of the Corporation nutrition programs (together, the "Developments"), which he may conceive, develop, reduce to practice, acquire or make, along 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; (ii) within a period of two (2) years after termination of his employment with the Corporation; and (iii) at any time within a period of three (3) years 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, 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 Section 8 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 that the Corporation may obtain, extend, reissue, maintain and enforce United States and foreign patents covering the Developments. (c) The Executive hereby irrevocably nominates and appoints the Corporation his attorney-in-fact to sign and deliver all such papers, and perform all such acts, acts mentioned in Paragraph 9(bsubparagraph 7(b), in the event of the Executive's absence, unavailability, refusal, or death, such nomination and appoint appointment hereby being granted with full authority in the premises, and such authority to be deemed coupled with an interest vested in the Corporation. (d) The Corporation agrees to bear all expenses which it causes to be incurred in obtaining, extending, issuing, maintaining and enforcing such patents and in investing and perfecting title thereto in the Corporation, and agrees further to pay the Executive for any time which it may require of him thereforetherefor, and for any services that may be required of him pursuant to Paragraph 9(bsubparagraph 7(b), subsequent to the termination of his employment with the Corporation, such payment to be at an hourly rate equivalent to that at which the Executive is paid at the time of the termination of his employment by the Corporation. (e) In the event of the unenforceability of all or part of the foregoing provisions in of this Paragraph 97, as determined by a court of competent jurisdiction, the Executive hereby transfers and assigns to the Corporation such lesser interests in the Developments, including including, without limitationlimitations, any and all United States and foreign patent rights therein and renewals thereof, as may be determined by such a court to be a reasonable grant of interests under the circumstances, but, in any event, and without limitation, the Executive shall be deemed to have granted to the Corporation not less than an irrevocable, non-exclusive license, with the right to sublicense others, to manufacture, use, lease and sell the Developments which have not been assigned to the Corporation under the provisions of Paragraph 9(bsubparagraph 7(b), without payment of any royalty.

DISCLOSURE AND ASSIGNMENT OF DISCOVERIES. (a) The Executive hereby covenants and agrees to shall (without any additional compensation) promptly disclose promptly and fully, in writing, whenever possible, writing to the Corporation Boards of Directors of Employer and its attorneys and designated representatives, without additional compensation, all Herlxx xxx new ideas, formulae, programs, systemsprocesses, devices, inventions, processes, business concepts, inventions and discoveries (hereinafter referred to collectively as "discoveries, improvements, developments, works of authorship, product marks and designations, technical information and know-how"), whether or not patentablepatentable or copyrightable, copyrightable which he, while employed by the Employer or otherwise protectable relating to the business and products Herlxx xx any of the Corporation their affiliates (together, collectively the "DevelopmentsGroup"), which he may conceiveconceives, developmakes, reduce develops, acquires or reduces to practice, acquire whether alone or make, along or jointly with others: (i) during the term of his employment with the Corporation, others and whether during or outside of after usual working hours, and which are related to the usual hours of work; (ii) within a period of two years after termination of his employment with Group's business or interests, or are used or usable by the Corporation; and (iii) at any time after termination of his employment with the CorporationGroup, if such Developments or arise out of any work done or concepts developed in connection with the duties performed by him hereunder; and the Executive, alone or with others, during his employment by the Corporation. The Executive hereby agrees that all of his right, title, transfers 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 assigns 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 Employer and convey to the Corporation his entire Herlxx xxx 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 that the Corporation may obtain, extend, reissue, maintain and enforce United States and foreign patents covering the Developments. (c) The Executive hereby irrevocably nominates and appoints the Corporation his attorney-in-fact to sign and deliver all such papers, and perform all such acts, mentioned in Paragraph 9(b), in the event of the Executive's absence, unavailability, refusal, or death, such nomination and appoint hereby being granted with full authority in the premises, and such authority to be deemed coupled with an interest vested in the Corporation. (d) The Corporation agrees to bear all expenses which it causes to be incurred in obtaining, extending, issuing, maintaining and enforcing such patents and in investing and perfecting title thereto in the Corporation, and agrees further to pay the Executive for any time which it may require of him therefore, and for any services that may be required of him pursuant to Paragraph 9(b), subsequent to the termination of his employment with the Corporation, such payment to be at an hourly rate equivalent to that at which the Executive is paid at the time of the termination of his employment by the Corporation. (e) In the event of the unenforceability of all or part of the foregoing provisions in this Paragraph 9, as determined by a court of competent jurisdiction, the Executive hereby transfers and assigns to the Corporation such lesser interests in the Developmentsdiscoveries, including without limitation, any and all United States domestic and foreign copyrights and patent rights therein and any renewals thereof. On request of the Employer or Herlxx, xxe Executive 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 copyrights, letters patent and assignments thereof) and do all such other acts and things as may be determined deemed necessary or desirable by the Employer or Herlxx xx protect and/or enforce their rights in respect of such a court to discoveries. All expenses of filing or prosecuting any patent or copyright applications shall be a reasonable grant of interests under borne by the circumstancesEmployer and Herlxx, but, in any event, and without limitation, xxt the Executive shall be deemed to have granted to the Corporation not less than an irrevocable, non-exclusive license, with the right to sublicense others, to manufacture, use, lease and sell the Developments which have not been assigned to the Corporation under the provisions of Paragraph 9(b), without payment of cooperate in filing and/or prosecuting any royaltysuch applications.

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 personalized diet and products of the Corporation nutrition programs (together, the "Developments"), which he may conceive, develop, reduce to practice, acquire or make, along 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; (ii) within a period of two (2) 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 and Executive hereby agrees that all of his right, title, 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 Section 8 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 that the Corporation may obtain, extend, reissue, maintain and enforce United States states and foreign patents covering the Developments. (c) The Executive hereby irrevocably nominates and appoints the Corporation his attorney-in-fact to sign and deliver all such papers, and perform all such acts, acts mentioned in Paragraph 9(bsubparagraph 7(b), in the event of the Executive's absence, unavailability, refusal, or death, such nomination and appoint appointment hereby being granted with full authority in the premises, and such authority to be deemed coupled with an interest vested in the Corporation. (d) The Corporation agrees to bear all expenses which it causes to be incurred in obtaining, extending, issuing, maintaining and enforcing such patents and in investing and perfecting title thereto in the Corporation, and agrees further to pay the Executive for any time which it may require of him thereforetherefor, and for any services that may be required of him pursuant to Paragraph 9(bsubparagraph 7(b), subsequent to the termination of his employment with the Corporation, such payment to be at an hourly rate equivalent to that at which the Executive is paid at the time of the termination of his employment by the Corporation. (e) In the event of the unenforceability of all or part of the foregoing provisions in of this Paragraph 97, as determined by a court of competent jurisdiction, the Executive hereby transfers and assigns to the Corporation such lesser interests in the Developments, including including, without limitationlimitations, any and all United States and foreign patent rights therein and renewals thereof, as may be determined by such a court to be a reasonable grant of interests under the circumstances, but, in any event, and without limitation, the Executive shall be deemed to have granted to the Corporation not less than an irrevocable, non-exclusive license, with the right to sublicense others, to manufacture, use, lease and sell the Developments which have not been assigned to the Corporation under the provisions of Paragraph 9(bsubparagraph 7(b), without payment of any royalty.

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 that the Corporation may obtain, extend, reissue, maintain and enforce United States and foreign patents covering the Developments. (c) The Executive hereby irrevocably nominates and appoints the Corporation his attorney-in-fact to sign and deliver all such papers, and perform all such acts, mentioned in Paragraph 9(b10(b), in the event of the Executive's absence, unavailability, refusal, or death, such nomination and appoint hereby being granted with full authority in the premises, and such authority to be deemed coupled with an interest vested in the Corporation. (d) The Corporation agrees to bear all expenses which it causes to be incurred in obtaining, extending, issuing, maintaining and enforcing such patents and in investing and perfecting title thereto in the Corporation, and agrees further to pay the Executive for any time which it may require of him therefore, and for any services that may be required of him pursuant to Paragraph 9(b10(b), subsequent to the termination of his employment with the Corporation, such payment to be at an hourly rate equivalent to that at which the Executive is paid at the time of the termination of his employment by the Corporation. (e) In the event of the unenforceability of all or part of the foregoing provisions in this Paragraph 910, as determined by a court of competent jurisdiction, the Executive hereby transfers and assigns to the Corporation such lesser interests in the Developments, including without limitation, any and all United States and foreign patent rights therein and renewals thereof, as may be determined by such a court to be a reasonable grant of interests under the circumstances, but, in any event, and without limitation, the Executive shall be deemed to have granted to the Corporation not less than an irrevocable, non-exclusive license, with the right to sublicense others, to manufacture, use, lease and sell the Developments which have not been assigned to the Corporation under the provisions of Paragraph 9(b10(b), without payment of any royalty.

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 that the Corporation may obtain, extend, reissue, maintain and enforce United States and foreign patents covering the Developments. (c) The Executive hereby irrevocably nominates and appoints the Corporation his attorney-in-fact to sign and deliver all such papers, and perform all such acts, mentioned in Paragraph 9(b), in the event of the Executive's absence, unavailability, refusal, or death, such nomination and appoint hereby being granted with full authority in the premises, and such authority to be deemed coupled with an interest vested in the Corporation. (d) The Corporation agrees to bear all expenses which it causes to be incurred in obtaining, extending, issuing, maintaining and enforcing such patents and in investing and perfecting title thereto in the Corporation, and agrees further to pay the Executive for any time which it may require of him therefore, and for any services that may be required of him pursuant to Paragraph 9(b), subsequent to the termination of his employment with the Corporation, such payment to be at an hourly rate equivalent to that at which the Executive is paid at the time of the termination of his employment by the Corporation. (e) In the event of the unenforceability of all or part of the foregoing provisions in this Paragraph 9, as determined by a court of competent jurisdiction, the Executive hereby transfers and assigns to the Corporation such lesser interests in the Developments, including without limitation, any and all United States and foreign patent rights therein and renewals thereof, as may be determined by such a court to be a reasonable grant of interests under the circumstances, but, in any event, and without limitation, the Executive shall be deemed to have granted to the Corporation not less than an irrevocable, non-exclusive license, with the right to sublicense others, to manufacture, use, lease and sell the Developments which have not been assigned to the Corporation under the provisions of Paragraph 9(b), without payment of any royalty.