Disclosure and Assignment of Rights Sample Clauses

Disclosure and Assignment of Rights. (i) Executive shall promptly disclose and assign to Company and its affiliates or its nominee(s), to the maximum extent permitted by Section 2870 of the California Labor Code, as it may be hereafter amended from time to time, all right, title and interest of Executive in and to any and all ideas, inventions, discoveries, secret processes and methods and improvements, together with any and all patents that may be issued thereon in the United States and in all foreign countries, which Executive may invent, develop or improve, or cause to be invented, developed or improved, during the term of this Agreement or which are (1) conceived and developed during normal working hours, and (2) related to the scope of Company Business. As used in this Agreement, the term “invent” includes “make”, “discover”, “develop”, “manufacture” or “produce”, or any of them; “invention” includes the phrase “any new or useful original art, machine, methods of manufacture, process, composition of matter, design, or configuration of any kind”; “improvement” includes “discovery” or “production”; and “patent” includes “Letters Patent” and “all the extensions, renewals, modifications, improvements and reissues of such patents”.
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Disclosure and Assignment of Rights. (i) Executive shall promptly disclose and assign to Company and its affiliates or its nominee(s), to the maximum extent permitted by Section 2870 of the California Labor Code, as it may be hereafter amended from time to time, all right, title and interest of Executive in and to any and all ideas, inventions, discoveries, secret processes and methods and improvements, together with any and all patents that may be issued thereon in the United States and in all foreign countries, which Executive may invent, develop or improve, or cause to be invented, developed or improved, during the term of this Agreement or which are (1) conceived and developed during normal working hours, and (2) related to the scope of Company Business. As used in this Agreement, the term "invent" includes "make", "discover", "develop", "manufacture" or "produce", or any of them; "invention" includes the phrase "any new or useful original art, machine, methods of manufacture, process, composition of matter, design, or configuration of any kind"; "improvement" includes "discovery" or "production"; and "patent" includes "Letters Patent" and "all the extensions, renewals, modifications, improvements and reissues of such patents".
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Disclosure and Assignment of Rights. A. Executive shall disclose in writing to Employer full and complete details respecting any Confidential Information, inventions, enhancements, technology or other proprietary assets whether tangible or intangible (collectively "Confidential Information and Proprietary Assets") that Executive may devise, develop, invent, compile, enhance, design, write or discover (whether alone or with others or whether during or after business hours, or whether at the premises of Employer, the home of Executive or elsewhere) while he is employed by the Employer. Such disclosure shall be made promptly upon such development, enhancement, invention, compilation, design, writing or discovery having been made or created, and shall be disclosed in writing pursuant to such form as Employer may from time to time provide. B. Executive agrees to assign and does hereby irrevocably assign to Employer all of his right, title and interest in and to any Confidential Information and Proprietary Assets including, but not limited to, that which relates to the Business of the Employer that he has devised, developed, invented, compiled, enhanced, designed, written or discovered (whether alone or with others or whether during or after business hours, or whether at the premises of Employer, the home of Executive or elsewhere), or in which he may otherwise obtain any rights, while he is or was employed by Employer or which he owned at the time of becoming an employee of the Employer. Executive agrees to take any actions, including the execution of documents or instruments, that the Employer may reasonably require to effect the Executive's assignment of rights pursuant to this Section 7.04, and Executive hereby constitutes and appoints, with full power of substitution and resubstitution, the President and any Vice President, acting alone, of Employer as his attorney-in-fact to execute and deliver on behalf and in the stead of Executive any documents or instruments that Executive is obligated to execute and deliver pursuant to this Section 7.04. C. Executive shall promptly notify Employer of any patent relating to any portion of the Confidential Information and Proprietary Assets that is applied for by any person or entity or issued to any person or entity (including Executive) ("Patent"). Such notice shall be in writing in such form as Employer may from time to time require. On the written request of Employer, Executive shall sell to Employer, and Employer shall purchase from Executive, all rig...
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Disclosure and Assignment of Rights. (a) Executive covenants and agrees that all inventions, products, processes, programs, designs, ideas, discoveries, works of authorship, as well as improvements thereto, whether patentable or not and including all computer programs, modifications of computer programs and data processing systems, analyses and techniques (collectively, “Developments”) (i) conceived, developed, or made by Executive, alone or jointly, during the term of the Employment or growing out of the Employment or related in any manner to the business of the Company, shall belong solely and exclusively to the Company, whether or not conceived or developed during Executive’s hours of employment or with use of the Company’s facilities or materials and (ii) conceived, developed or made by Executive, alone or jointly, during Executive’s hours of employment or with use of the Company’s facilities or materials, and Executive further covenants and agrees that he or she: (i) Will promptly disclose all Developments to the Company; (ii) Hereby assigns to the Company, without additional compensation, the entire rights to all Developments for the United States and all foreign countries; (iii) Hereby waives all rights which Executive may have in any Developments in favor of the Company; (iv) Will sign all papers and do all acts necessary or desirable to carry out the above, including enabling the Company to file and prosecute applications for, acquire, ascertain and enforce in all countries, patent, trademark or servicemark registrations, or copyrights covering or otherwise relating to any Developments and to enable the Company to protect its proprietary interests therein; and (v) Will give testimony, at the Company’s expense, in support of Executive’s invention and development thereof. (b) Executive further covenants and agrees that it shall be conclusively presumed as against Executive that: (i) any Development described in a patent, service xxxx, trademark, or copyright application or disclosed in any manner to a third person, and (ii) any computer program, modification of any computer program, or systems technique for processing data disclosed, used or described by Executive or any person with whom Executive has any business, financial or confidential relationship within one (1) year after leaving the employ of the Company was conceived or made by Executive during the term of the Employment and that such invention shall be the sole and exclusive property of the Company.
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Disclosure and Assignment of Rights. (i) Executive shall promptly disclose and assign to Company and its affiliates or its nominee(s), to the maximum extent permitted by Section 2870 of the California Labor Code, as it may be hereafter amended from time to time, all right, title and interest of Executive in and to any and all ideas, inventions, discoveries, secret processes and methods and improvements, together with any and all patents that may be issued
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Disclosure and Assignment of Rights. (A) The Executive agrees that he will promptly disclose and assign to the Company and its affiliates or its nominee(s) (except as expressly provided in paragraphs 5.1.4 (C) and (D) below) all right, title and interest of the Executive in and to any and all ideas, inventions, discoveries, secret processes and methods, and improvements, together with any and all patents that may be issued thereon in the United States and in all foreign countries, which the Executive may invent, develop or improve, or cause to be invented, developed or improved, during the Term, or during the twelve-month period commencing on the date the Executive's employment is terminated pursuant to Section 4.3 hereof, which are (i) conceived and developed during normal working hours, or
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Disclosure and Assignment of Rights. Employee agrees to disclose to Company Ideas and Inventions which Employee conceives, develops, or makes solely or in conjunction with others and which relate to the business of the Company. Employee further agrees to assign to the Company complete ownership of all such Ideas and Inventions together with ownership of all patent applications, patents, trademarks, and copyrights (United States and foreign) which the Company may desire to secure with respect to such Ideas and Inventions. Employee further agrees that, during Employee’s employment and thereafter, Employee shall cooperate with the Company in procuring such patents, trademarks, and copyrights, including execution of all documents necessary or incidental to the process.
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Disclosure and Assignment of Rights 
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Related to Disclosure and Assignment of Rights

  • 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.

  • 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.

  • Assignment of Rights Borrower acknowledges and understands that Agent or Lender may, subject to Section 11.7, sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”). After such assignment the term “Agent” or “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of Agent and Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, Agent and Lender shall retain all rights, powers and remedies hereby given. No such assignment by Agent or Lender shall relieve Borrower of any of its obligations hereunder. Lender agrees that in the event of any transfer by it of the Note(s)(if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon.

  • Successors and Assigns; Assignment of Agreement This Agreement shall bind and inure to the benefit of and be enforceable by the Primary Servicer and the Master Servicer and the respective successors and assigns of the Primary Servicer and the Master Servicer. This Agreement shall not be assigned, pledged or hypothecated by the Primary Servicer to a third party except as otherwise specifically provided for herein. If the Master Servicer shall for any reason no longer act in such capacity under the Pooling and Servicing Agreement (including, by reason of Servicer Termination Event), any successor to the Master Servicer under Pooling and Servicing Agreement (including the Trustee if the Trustee has become such successor pursuant to Section 7.02 of the Pooling and Servicing Agreement) may thereupon assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations of the Master Servicer under this Agreement.

  • 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.

  • 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.

  • Assignment of Rights and Obligations ‌ To the extent that the Customer is a public body, the Customer may assign, in full or in part, its rights and obligations under this Agreement to another Norwegian public body, which shall then be entitled to corresponding terms and conditions. The Contractor may only assign its rights and obligations under the Agreement with the written consent of the Customer. The same shall apply if the Contractor is de- merged into several companies or in the case of assignment to a subsidiary or another company within the same group, but not if the Contractor is merged with another company. Consent shall not be unreasonably withheld. The right to assignment in the paragraph above shall only apply if the new contractor meets the original qualification requirements, no other material changes are made to the contract, and the assignment is not made to circumvent the regulations concerning public procurement. The right to consideration under this Agreement may be assigned freely, but shall not release the Contractor from its obligations and responsibilities.

  • Termination and Assignment (a) This Agreement may be terminated at any time, upon sixty days’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser. (b) This Agreement will terminate automatically, without the payment of any penalty, (i) in the event of its assignment (as defined in the Investment Company Act) or (ii) in the event the Management Contract is terminated for any reason.

  • 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.