Common use of Disclosure and Assignment of Inventions Clause in Contracts

Disclosure and Assignment of Inventions. Employee agrees to promptly disclose to the Company in writing all Inventions (as defined below) that Employee conceives, develops and/or first reduces to practice or create, either alone or jointly with others, during the period of Employee’s Employment, and for a period of three (3) months thereafter, whether or not in the course of Employee’s Employment. Employee further assigns and agrees to assign all of Employee’s rights, title and interest in the Inventions to the Company. In the event that the Company is unable for any reason to secure Employee’s signature to any document required to file, prosecute, register or memorialize the ownership and/or assignment of any Invention, Employee hereby irrevocably designates and appoints the Company’s duly authorized officers and agents as Employee’s agents and attorneys-in-fact to act for and on Employee’s behalf and stead to (i) execute, file, prosecute, register and/or memorialize the assignment and/or ownership of any Invention; (ii) to execute and file any documentation required for such enforcement and (iii) do all other lawfully permitted acts to further the filing, prosecution, registration, memorialization of assignment and/or ownership of, issuance of and enforcement of any Inventions, all with the same legal force and effect as if executed by Employee. Employee acknowledges that he/she is not entitled to use the Inventions for Employee’s own benefit or the benefit of anyone except the Company without written permission from the Company, and then only subject to the terms of such permission. Employee further agrees that Employee will communicate to the Company, as directed by the Company, any facts known to Employee and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionals, continuations, continuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications and all other instruments or papers to carry into full force and effect, the assignment, transfer and conveyance hereby made or to be made and generally do everything possible for title to the Inventions to be clearly and exclusively held by the Company as directed by the Company.

Disclosure and Assignment of Inventions. Employee agrees I agree to promptly disclose and assign to the Company in writing all Inventions (as defined below) that Employee conceives, develops and/or first reduces to practice or create, either alone or jointly with others, during the period of Employee’s Employment, and for a period of three (3) months thereafter, whether or not in the course of Employee’s Employment. Employee further assigns and agrees to assign all of Employee’s rightsmy entire right, title and interest in all Inventions. As used herein, the term “Inventions” shall mean all intellectual property rights, including all trade secrets, copyrightable material or works, patents, patentable inventions, ideas, discoveries and improvements, and business innovations in any technical and non-technical data, formula, process, methodology, operating procedure, compilation, diagrams, photographs, research data, notebooks, techniques, drawings, financial plans and data, pre-clinical, clinical and marketing plans and data, actual or potential customer and vendor lists, trademarks, technical or business innovations and work product, whether or not patentable, copyrightable or subject to trademark protection, made by me during the term of my employment or made by me after the termination of my employment with the Company based upon the Company’s Confidential Information. I will keep adequate written records of all Inventions made by me, such as notebooks, sketches, software programs and the like, which are the property of the Company. I will take all other steps necessary to assist the Company in securing any patents, copyrights or other protection for Inventions that I am required to assign to the Company and for perfecting Company’s ownership thereof. If I am unable or unwilling, whether during my employment or after termination, to sign any documents needed to apply for, pursue or maintain any patent or copyright registrations for Inventions, or to evidence ownership to such Inventions, I hereby appoint the Company as my attorney-in-fact and grant the Company a limited power-of-attorney for such purpose, with the ability to sign such documents as my attorney-in-fact and take any other actions necessary to pursue the registrations and or evidence the Company’s ownership. Notwithstanding the foregoing, I am required to disclose to the Company any other invention: (i) for which no equipment, supplies, facilities or Confidential Information of the Company were used and which was developed entirely on my own time; (ii) which at the time of conception or reduction to practice did not relate directly to the business of the Company or the Company’s actual or anticipated research or development; and (iii) which did not result from any work I performed for the Company. The disclosure of such inventions must be made to the Company so the Company and I can make a determination whether such inventions do in fact qualify for exclusion from assignment to the Company. In the event The Company agrees to keep confidential any such invention I disclose unless a determination is made that the such invention falls within Company is unable for any reason to secure Employee’s signature to any document required to file, prosecute, register or memorialize the ownership and/or assignment of any Invention, Employee hereby irrevocably designates and appoints the Company’s duly authorized officers and agents as Employee’s agents and attorneys-in-fact to act for and on Employee’s behalf and stead to (i) execute, file, prosecute, register and/or memorialize the assignment and/or ownership of any Invention; (ii) to execute and file any documentation required for such enforcement and (iii) do all other lawfully permitted acts to further the filing, prosecution, registration, memorialization of assignment and/or ownership of, issuance of and enforcement of any Inventions, all with the same legal force and effect as if executed by Employee. Employee acknowledges that he/she is not entitled to use the Inventions for Employee’s own benefit or the benefit of anyone except the Company without written permission from the Company, and then only subject to the terms of such permission. Employee further agrees that Employee will communicate to the Company, as directed by the Company, any facts known to Employee and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionals, continuations, continuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications and all other instruments or papers to carry into full force and effect, the assignment, transfer and conveyance hereby made or to be made and generally do everything possible for title to the Inventions to be clearly and exclusively held by the Company as directed by the Company.

Disclosure and Assignment of Inventions. Employee agrees to promptly disclose to the Company in writing all Inventions (as defined below) that Employee conceives, develops and/or first reduces to practice or create, either alone or jointly with others, during the period of Employee’s Employment, and for a period of three (3) months thereafter, whether or not in the course of Employee’s Employment. Employee further assigns and agrees to assign all of Employee’s rights, title and interest in the Inventions to the Company. In the event that the Company is unable for any reason to secure Employee’s signature to any document required to file, prosecute, register or memorialize the ownership and/or assignment of any Invention, Employee hereby irrevocably designates and appoints the Company’s duly authorized officers and agents as Employee’s agents and attorneys-—in-—fact to act for and on Employee’s behalf and stead to (i) execute, file, prosecute, register and/or memorialize the assignment and/or ownership of any Invention; (ii) to execute and file any documentation required for such enforcement and (iii) do all other lawfully permitted acts to further the filing, prosecution, registration, memorialization of assignment and/or ownership of, issuance of and enforcement of any Inventions, all with the same legal force and effect as if executed by Employee. Employee acknowledges that he/she is not entitled to use the Inventions for Employee’s own benefit or the benefit of anyone except the Company without written permission from the Company, and then only subject to the terms of such permission. Employee further agrees that Employee will communicate to the Company, as directed by the Company, any facts known to Employee and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionals, continuations, continuations-—in-—part, foreign counterparts, or reissue applications, all assignments, all registration applications and all other instruments or papers to carry into full force and effect, the assignment, transfer and conveyance hereby made or to be made and generally do everything possible for title to the Inventions to be clearly and exclusively held by the Company as directed by the Company.

Disclosure and Assignment of Inventions. Employee agrees to Executive shall promptly disclose to the Company any invention, improvement, discovery, process, formula, method, work of authorship, or other intellectual property, whether or not patentable, and whether or not copyrightable, in writing all Inventions the Company’s Restricted Field (as defined belowcollectively, “Inventions”) that Employee conceivesmade, develops and/or conceived or first reduces reduced to practice or createby Executive, either alone or jointly with others, during the period term of EmployeeExecutive’s Employment, and for a period of three (3) months thereafteremployment with the Company, whether or not such Inventions are made, conceived or reduced to practice during working hours or using the Company’s data or facilities. Executive agrees that all Inventions created, made, or developed by him during the term of his employment with the Company are and shall be works made for hire and are and shall be the exclusive property of the Company to use, publish, license, and otherwise exploit in the course of Employee’s Employmentits discretion. Employee further assigns and agrees to assign The Company shall own all of Employee’s the rights, title including without limitation all trade secrets, patents and interest in the Inventions copyrights, in, arising or derived from, or related to the Companyany Inventions. In the event that any Inventions may not, by operation of law or otherwise, be a work made for hire, Executive hereby assigns, irrevocably and without any further consideration, the ownership of, and all rights of patent and copyright in, such Inventions. During and after his employment and/or service with the Company is unable for ceases, the Executive shall execute any reason documents necessary to secure Employee’s signature to any document required to file, prosecute, register or memorialize perfect the ownership and/or assignment of such Inventions to the Company and to enable the Company to apply for, obtain and enforce patents and/or copyrights in any Invention, Employee and all countries on such Inventions. Executive hereby irrevocably designates and appoints the Company’s duly authorized officers General Counsel or Chief Executive Officer as Executive’s agent and agents as Employee’s agents and attorneysattorney-in-fact to act for and on Employee’s behalf and stead to (i) execute, file, prosecute, register and/or memorialize the assignment and/or ownership of any Invention; (ii) to execute and file any documentation required for such enforcement document and (iii) to do all other lawfully permitted lawful acts necessary to further apply for and obtain patents and/or copyrights and to enforce the filing, prosecution, registration, memorialization Company’s rights under this Section 5. Any Invention relating to the business of assignment and/or ownership of, issuance the Company and disclosed by Executive within one year following the termination of and enforcement of any Inventions, all his employment with the same legal force Company shall be deemed to fall within the provisions of this Section 5 unless Executive shall prove that such Inventions were first conceived and effect as if executed by Employee. Employee acknowledges that he/she is not entitled reduced to use practice after the Inventions for Employee’s own benefit or the benefit date of anyone except the Company without written permission from the Company, and then only subject to the terms termination of such permission. Employee further agrees that Employee will communicate to the Company, as directed by the Company, any facts known to Employee and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionals, continuations, continuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications and all other instruments or papers to carry into full force and effect, the assignment, transfer and conveyance hereby made or to be made and generally do everything possible for title to the Inventions to be clearly and exclusively held by the Company as directed by the Companyhis employment.

Disclosure and Assignment of Inventions. Employee agrees I agree to promptly disclose and assign to the Company in writing all Inventions (as defined below) that Employee conceives, develops and/or first reduces to practice or create, either alone or jointly with others, during the period of Employee’s EmploymentCompany, and for a period of three (3) months thereafterhereby automatically and irrevocably do assign without further consideration, whether or not in the course of Employee’s Employment. Employee further assigns and agrees to assign all of Employee’s rightsmy entire right, title and interest in all Inventions. As used herein, the term “Inventions” shall mean all intellectual property rights, including all trade secrets, copyrightable material or works, patents, patentable inventions, ideas, discoveries and improvements, and business innovations in any technical and non-technical data, formula, process, methodology, operating procedure, compilation, diagrams, photographs, research data, notebooks, techniques, drawings, financial plans and data, pre-clinical, clinical and marketing plans and data, actual or potential customer and vendor lists, trademarks, technical or business innovations and work product, whether or not patentable, copyrightable or subject to trademark protection, made by me during the term of my employment or made by me after the termination of my employment with the Company based upon the Company’s Confidential Information. I will keep adequate written records of all Inventions made by me, such as notebooks, sketches, software programs and the like, which are the property of the Company. I will take all other steps necessary to assist the Company in securing any patents, copyrights or other protection for Inventions that I am required to assign to the Company and for perfecting Company’s ownership thereof. If I am unable or unwilling, whether during my employment or after termination, to sign any documents needed to apply for, pursue or maintain any patent or copyright registrations for Inventions, or to evidence ownership to such Inventions, I hereby appoint the Company as my attorney-in-fact and grant the Company a limited power-of-attorney for such purpose, with the ability to sign such documents as my attorney-in-fact and take any other actions necessary to pursue the registrations and or evidence the Company’s ownership. Notwithstanding the foregoing, I am required to disclose to the Company any other invention: (i) for which no equipment, supplies, facilities or Confidential Information of the Company were used and which was developed entirely on my own time; (ii) which at the time of conception or reduction to practice did not relate directly or indirectly to the business of the Company or the Company’s actual or anticipated research or development; and (iii) which did not result from any work I performed for the Company. The disclosure of such inventions must be made to the Company so the Company and I can make a determination whether such inventions do in fact qualify for exclusion from assignment to the Company. In the event The Company agrees to keep confidential any such invention I disclose unless a determination is made that the such invention falls within Company is unable for any reason to secure Employee’s signature to any document required to file, prosecute, register or memorialize the ownership and/or assignment of any Invention, Employee hereby irrevocably designates and appoints the Company’s duly authorized officers and agents as Employee’s agents and attorneys-in-fact to act for and on Employee’s behalf and stead to (i) execute, file, prosecute, register and/or memorialize the assignment and/or ownership of any Invention; (ii) to execute and file any documentation required for such enforcement and (iii) do all other lawfully permitted acts to further the filing, prosecution, registration, memorialization of assignment and/or ownership of, issuance of and enforcement of any Inventions, all with the same legal force and effect as if executed by Employee. Employee acknowledges that he/she is not entitled to use the Inventions for Employee’s own benefit or the benefit of anyone except the Company without written permission from the Company, and then only subject to the terms of such permission. Employee further agrees that Employee will communicate to the Company, as directed by the Company, any facts known to Employee and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionals, continuations, continuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications and all other instruments or papers to carry into full force and effect, the assignment, transfer and conveyance hereby made or to be made and generally do everything possible for title to the Inventions to be clearly and exclusively held by the Company as directed by the Company.

Disclosure and Assignment of Inventions. Employee agrees to promptly disclose to the Company in writing all Inventions (as defined below) that Employee conceives, develops and/or first reduces to practice or create, either alone or jointly with others, during the period of Employee’s Employment, and for a period of three (3) months thereafter, whether or not in the course of Employee’s Employment. Employee further assigns and agrees to assign all of Employee’s rights, title and interest in the Inventions to the Company. In the event that the Company is unable for any reason to secure Employee’s signature to any document required to file, prosecute, register or memorialize the ownership and/or assignment of any Invention, Employee hereby irrevocably designates and appoints the Company’s duly authorized officers and agents as Employee’s agents and attorneys-in-fact to act for and on Employee’s behalf and stead to (i) execute, file, prosecute, register and/or memorialize the assignment and/or ownership of any Invention; (ii) to execute and file any documentation required for such enforcement and (iii) do all other lawfully permitted acts to further the filing, prosecution, registration, memorialization of assignment and/or ownership of, issuance of and enforcement of any Inventions, all with the same legal force and effect as if executed by Employee. Employee acknowledges that he/she he is not entitled to use the Inventions for Employee’s own benefit or the benefit of anyone except the Company without written permission from the Company, and then only subject to the terms of such permission. Employee further agrees that Employee will communicate to the Company, as directed by the Company, any facts known to Employee and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionals, continuations, continuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications and all other instruments or papers to carry into full force and effect, the assignment, transfer and conveyance hereby made or to be made and generally do everything possible for title to the Inventions to be clearly and exclusively held by the Company as directed by the Company.

Disclosure and Assignment of Inventions. Employee agrees to that Employee will promptly and fully disclose to the Company, and the Company in writing agrees to keep confidential, all Inventions inventions, designs, creations, processes, technical or other developments, improvements, ideas and discoveries (as defined below) that collectively, “Inventions”), whether patentable or not, and all copyrightable works of any type or medium (“Works”), of which Employee conceives, develops and/or first reduces to practice obtains knowledge or create, either alone or jointly with others, information during the period of Employee’s Employmentemployment with the Company and which relate to the existing or contemplated products, and for a period services or business of three (3) months thereafterthe Company or to any research or experimental, developmental or creative work carried on or contemplated by the Company, whether or not conceived, originated, made, developed or reduced to practice by Employee alone or with others during regular working hours or at other times. Employee also acknowledges and agrees that, in the course of connection with Employee’s Employmentprior employment with AS or ASAS, Employee has made a full written disclosure of, and has held in trust for the sole right and benefit of AS or ASAS, and has assigned to AS or ASAS or hereby assigns to Company, all inventions, designs, creations, processes, technical or other developments, improvements, ideas, discoveries and all works of any type or medium, whether or not patentable or copyrightable, of which Employee obtained knowledge or information during Employee’s employment with AS or ASAS, and which related to the existing or contemplated products, services or business of AS or ASAS, or to any research or experimental, developmental or creative work carried on or contemplated by AS or ASAS, whether or not conceived, originated, made, developed or reduced to practice by Employee alone or with others during working hours or at other times, all of which shall be included within the Inventions and Works that are the subject of this section 3. All Inventions and Works are and shall remain the exclusive property of the Company. Employee further assigns agrees that Employee will assign, and agrees hereby does assign, to assign the Company or its designee, all of Employee’s rightsright, title and interest in the Inventions and to all Inventions, whether patentable or not, and all Works, conceived, originated, made, developed or reduced to practice by Employee, alone or with others, while Employee is an employee with the Company. In the event that the Company is unable for any reason to secure Employee’s signature to any document required to file, prosecute, register or memorialize the ownership and/or assignment of any Invention, Employee hereby irrevocably designates All Works are and appoints the Company’s duly authorized officers and agents as Employee’s agents and attorneys-in-fact to act for and on Employee’s behalf and stead to (i) execute, file, prosecute, register and/or memorialize the assignment and/or ownership of any Invention; (ii) to execute and file any documentation required for such enforcement and (iii) do all other lawfully permitted acts to further the filing, prosecution, registration, memorialization of assignment and/or ownership of, issuance of and enforcement of any Inventions, all with the same legal force and effect as if executed by Employee. Employee acknowledges that he/she is not entitled to use the Inventions for Employee’s own benefit or the benefit of anyone except the Company without written permission from the Company, and then only subject to the terms of such permission. Employee further agrees that Employee will communicate to the Company, as directed by the Company, any facts known to Employee and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionals, continuations, continuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications and all other instruments or papers to carry into full force and effect, the assignment, transfer and conveyance hereby made or shall be deemed to be made “works for hire” under all applicable laws and generally do everything possible for title to the Inventions to be clearly and exclusively held by the Company as directed by the Companyregulations.

Disclosure and Assignment of Inventions. Employee agrees to shall promptly disclose to the Company in writing all Inventions Employer, and only to Employer, any invention, idea or work of Employee (as defined below) that Employee conceives, develops and/or first reduces to practice or create, either developed alone or jointly with others, ) conceived or made during the period term of Employee’s Employment's employment by Employer (or within three months after Employee's employment) in any way connected with Employee's employment, and for a period of three (3) months thereafteror otherwise related to Employer's actual or anticipated business, whether marketing, research or not in the course of Employee’s Employmentdevelopment. Employee further assigns and agrees to assign all of Employee’s rights, title and interest in the Inventions Subject to the Company. In the event that the Company is unable for any reason to secure Employee’s signature to any document required to file, prosecute, register or memorialize the ownership and/or assignment of any Inventionlimitations stated below, Employee hereby assigns to Employer all title and rights in and to all such inventions, ideas and works, whether previously existing or to be developed or created hereafter, including but not limited to all patents, rights to patents, trade secrecy rights, and copyrights, worldwide. Any such works made within the scope of employment are or will be "works made for hire" for Employer under the copyright laws, and the foregoing assignment will apply to any other works described above. Employee will cooperate with Employer and sign all papers deemed necessary by Employer to enable it to obtain, maintain, protect, enforce, and defend patents, copyrights, or other legal protections covering such inventions, ideas and works and to confirm Employer's exclusive ownership of all rights in them. Employee irrevocably designates and appoints the Company’s duly authorized officers and agents Employer as Employee’s agents and attorneys-in-fact to act for and on Employee’s behalf and stead to (i) execute, file, prosecute, register and/or memorialize the assignment and/or ownership of any Invention; (ii) 's agent to execute and file deliver any documentation required for and all such enforcement assignments or other instruments Employee fails or refuses to execute and (iii) do all other lawfully permitted acts to further deliver promptly. Without limiting the filingpreceding, prosecutionEmployee agrees that Employer may in its discretion edit, registrationmodify, memorialization of assignment and/or ownership ofrecast, issuance of and enforcement of any Inventions, all with the same legal force and effect as if executed by Employee. Employee acknowledges that he/she is not entitled to use the Inventions for Employee’s own benefit or the benefit of anyone except the Company without written permission from the Companyuse, and then only subject to promote any such inventions, ideas or works, and derivatives thereof, with or without the terms use of such permissionEmployee's name or image. Employee further agrees that Employee will communicate to the Company, as directed by the Company, any facts known to Employee and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionals, continuations, continuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications and all other instruments or papers to carry into full force and effect, the assignment, transfer and conveyance hereby made or to be made and generally do everything possible for title to the Inventions to be clearly and exclusively held by the Company as directed by the Company.07/01/99 1:06 PM