Common use of Disclosure and Assignment Clause in Contracts

Disclosure and Assignment. Executive shall immediately disclose to the Company any and all improvements and inventions that Executive may conceive and/or reduce to practice individually or jointly or commonly with others while he is employed with the Company with respect to (i) any methods, processes or apparatus concerned with the development, use or production of any type of products, goods or services sold or used by the Company, and (ii) any type of products, goods or services sold or used by the Company. Executive also shall immediately assign, transfer and set over to the Company his entire right, title and interest in and to any and all of such inventions as are specified in this Section 8(a), and in and to any and all applications for letters patent that may be filed on such inventions, and in and to any and all letters patent that may issue, or be issued, upon such applications. In connection therewith and for no additional compensation therefor, but at no expense to Executive, Executive shall sign any and all instruments deemed necessary by the Company for: (i) the filing and prosecution of any applications for letters patent of the United States or of any foreign country that the Company may desire to file upon such inventions as are specified in this Section 8(a); (ii) the filing and prosecution of any divisional, continuation, continuation-in-part or reissue applications that the Company may desire to file upon such applications for letters patent; and (iii) the reviving, re-examining or renewing of any of such applications for letters patent. Employee is hereby notified that this Section 8(a) shall not apply to any invention for which no equipment, supplies, facilities, Confidential Information (defined in Section 5 above) or other trade secret information of the Company was used and which was developed entirely on Executive’s own time, unless (i) the invention relates (A) directly to the business of the Company, or (B) to the Company’s actual or demonstrably anticipated research or development, or (ii) the invention results from any work performed by Executive for the Company.

Appears in 3 contracts

Samples: Employment Agreement (Valuevision Media Inc), Employment Agreement (Valuevision Media Inc), Employment Agreement (Valuevision Media Inc)

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Disclosure and Assignment. Executive shall immediately disclose to the Company any and all improvements and inventions that Executive may conceive and/or reduce to practice individually or jointly or commonly with others while he is employed with the Company with respect to (i) any methods, processes or apparatus concerned with the development, use or production of any type of products, goods or services sold or used by the CompanyCompany or any of the Affiliates, and (ii) any type of products, goods or services sold or used by the CompanyCompany or any of the Affiliates. Executive also shall immediately assign, transfer and set over to the Company his entire right, title and interest in and to any and all of such inventions as are specified in this Section 8(a), and in and to any and all applications for letters patent that may be filed on such inventions, and in and to any and all letters patent that may issue, or be issued, upon such applications. In connection therewith and for no additional compensation therefor, but at no expense to Executive, Executive shall sign any and all instruments deemed necessary by the Company or any of the Affiliates for: (i) the filing and prosecution of any applications for letters patent of the United States or of any foreign country that the Company may desire to file upon such inventions as are specified in this Section 8(a); (ii) the filing and prosecution of any divisional, continuation, continuation-in-part or reissue applications that the Company may desire to file upon such applications for letters patent; and (iii) the reviving, re-examining or renewing of any of such applications for letters patent. Employee Minnesota Statutes Section 181.78 provides that the agreement of Executive contained in this Section 8(a) does not apply, and written notification is hereby notified given to Executive that this Section 8(a) shall not apply apply, to any invention for which no equipment, supplies, facilities, Confidential Information (defined in Section 5 above) confidential, proprietary or secret knowledge or information, or other trade secret information of the Company or any of the Affiliates was used and which that was developed entirely on Executive’s 's own time, unless and (i) the invention relates that does not relate (A) directly to the business of the CompanyCompany or any of the Affiliates, or (B) to the Company’s actual or demonstrably anticipated research or developmentdevelopment of the Company or any of the Affiliates, or (ii) the invention results that does not result from any work performed by Executive for the CompanyCompany or any of the Affiliates.

Appears in 2 contracts

Samples: Employment Agreement (PrimeWood, Inc.), Employment Agreement (PrimeWood, Inc.)

Disclosure and Assignment. Executive shall immediately disclose to the Company any and all improvements improvements, inventions, ideas, and inventions discoveries that Executive may conceive and/or reduce to practice individually or jointly or commonly with others while he is employed with the Company with respect to (i) any methods, processes or apparatus concerned with the development, use or production of any type of products, goods or services sold or used by the Company, and (ii) any type of products, goods or services sold or used by the Company. Executive also shall immediately assign, transfer and set over to the Company his entire right, title and interest in and to any and all of such inventions as are specified in this Section 8(a), and in and to any and all applications for letters patent that may be filed on such inventions, and in and to any and all letters patent that may issue, or be issued, upon such applications. In connection therewith and for no additional compensation therefor, but at no expense to Executive, Executive shall sign any and all instruments deemed necessary by the Company for: (i) the filing and prosecution of any applications for letters patent of the United States or of any foreign country that the Company may desire to file upon such inventions as are specified in this Section 8(a); (ii) the filing and prosecution of any divisional, continuation, continuation-in-part or reissue applications that the Company may desire to file upon such applications for letters patent; and (iii) the reviving, re-examining or renewing of any of such applications for letters patent. Employee is hereby notified that this This Section 8(a) shall not apply to any invention for which no equipment, supplies, facilities, Confidential Information (defined in Section 5 above) confidential, proprietary or secret knowledge or information, or other trade secret information of the Company was used and which that was developed entirely on Executive’s 's own time, unless and (i) the invention relates that does not relate (A) directly to the business of the Company, or (B) to the Company’s 's actual or demonstrably anticipated research or development, or (ii) the invention results that does not result from any work performed by Executive for the Company.

Appears in 2 contracts

Samples: Employment Agreement (Cima Labs Inc), Employment Agreement (Cima Labs Inc)

Disclosure and Assignment. Executive shall immediately disclose to the Company any and all improvements and inventions that Executive may conceive and/or reduce to practice individually or jointly or commonly with others while he is employed with the Company with respect to (i) any methods, processes or apparatus concerned with the development, use or production of any type of products, goods or services sold or used by the Company, and (ii) any type of products, goods or services sold or used by the Company. Executive also shall immediately assign, transfer and set over to the Company his entire right, title and interest in and to any and all of such inventions as are specified in this Section 8(a7(a), and in and to any and all applications for letters patent that may be filed on such inventions, and in and to any and all letters patent that may issue, or be issued, upon such applications. In connection therewith and for no additional compensation therefor, but at no expense to Executive, Executive shall sign any and all instruments deemed necessary by the Company for: (i) the filing and prosecution of any applications for letters patent of the United States or of any foreign country that the Company may desire to file upon such inventions as are specified in this Section 8(a7(a); (ii) the filing and prosecution of any divisional, continuation, continuation-in-part or reissue applications that the Company may desire to file upon such applications for letters patent; and (iii) the reviving, re-examining or renewing of any of such applications for letters patent. Employee is hereby notified that this This Section 8(a7(a) shall not apply to any invention for which no equipment, supplies, facilities, Confidential Information (defined in Section 5 above) confidential, proprietary or secret knowledge or information, or other trade secret information of the Company was used and which that was developed entirely on Executive’s 's own time, unless and (i) the invention relates that does not relate (A) directly to the business of the Company, or (B) to the Company’s 's actual or demonstrably anticipated research or development, or (ii) the invention results that does not result from any work performed by Executive for the Company.

Appears in 2 contracts

Samples: Employment Agreement (Life Time Fitness Inc), Employment Agreement (Life Time Fitness Inc)

Disclosure and Assignment. Executive shall immediately disclose to the Company any and all improvements and inventions that Executive may conceive and/or reduce to practice individually or jointly or commonly with others while he is employed with the Company with respect to (i) any methods, processes or apparatus concerned with the development, use or production of any type of products, goods or services sold or used by the Company, and (ii) any type of products, goods or services sold or used by the Company. Executive also shall immediately assign, transfer and set over to the Company his entire right, title and interest in and to any and all of such inventions as are specified in this Section 8(a), and in and to any and all applications for letters patent that may be filed on such inventions, and in and to any and all letters patent that may issue, or be issued, upon such applications. In connection therewith and for no additional compensation therefor, but at no expense to Executive, Executive shall sign any and all instruments deemed necessary by the Company for: (i) the filing and prosecution of any applications for letters patent of the United States or of any foreign country that the Company may desire to file upon such inventions as are specified in this Section 8(a); (ii) the filing and prosecution of any divisional, continuation, continuation-in-part or reissue applications that the Company may desire to file upon such applications for letters patent; and (iii) the reviving, re-examining or renewing of any of such applications for letters patent. Employee is hereby notified that this This Section 8(a) shall not apply to any invention for which no equipment, supplies, facilities, Confidential Information (defined in Section 5 above) confidential, proprietary or secret knowledge or information, or other trade secret information of the Company was used and which that was developed entirely on Executive’s 's own time, unless and (i) the invention relates that does not relate (A) directly to the business of the Company, or (B) to the Company’s 's actual or demonstrably anticipated research or development, or (ii) the invention results that does not result from any work performed by Executive for the Company.

Appears in 1 contract

Samples: Employment Agreement (Valuevision Media Inc)

Disclosure and Assignment. Executive shall immediately disclose to the Company any and all improvements and inventions that Executive may conceive and/or reduce to practice individually or jointly or commonly with others while he is employed with the Company with respect to (i) any methods, processes or apparatus concerned with the development, use or production of any type of products, goods or services sold or used by the CompanyCompany or any of its subsidiaries, and (ii) any type of products, goods or services sold or used by the CompanyCompany or its subsidiaries. Executive also shall immediately assign, transfer and set over to the Company his entire right, title and interest in and to any and all of such inventions as are specified in this Section 8(a), and in and to any and all applications for letters patent that may be filed on such inventions, and in and to any and all letters patent that may issue, or be issued, upon such applications. In connection therewith and for no additional compensation therefor, but at no expense to Executive, Executive shall sign any and all instruments deemed necessary by the Company for: (i) the filing and prosecution of any applications for letters patent of the United States or of any foreign country that the Company may desire to file upon such inventions as are specified in this Section 8(a); (ii) the filing and prosecution of any divisional, continuation, continuation-in-part or reissue applications that the Company may desire to file upon such applications for letters patent; and (iii) the reviving, re-examining or renewing of any of such applications for letters patent. Employee is hereby notified that this This Section 8(a) shall not apply to any invention for which no equipment, supplies, facilities, Confidential Information (defined in Section 5 above) confidential, proprietary or secret knowledge or information, or other trade secret information of the Company or any of its subsidiaries was used and which that was developed entirely on Executive’s own time, unless and (i) the invention relates that does not relate (A) directly to the business of the CompanyCompany or any of its subsidiaries, or (B) to the Company’s or any of its subsidiaries’ actual or demonstrably anticipated research or development, or (ii) the invention results that does not result from any work performed by Executive for the CompanyCompany or any of its subsidiaries.

Appears in 1 contract

Samples: Employment Agreement (Rf Monolithics Inc /De/)

Disclosure and Assignment. Executive shall immediately disclose to the Company any and all improvements and inventions that Executive may conceive and/or reduce to practice individually or jointly or commonly with others while he is employed with the Company with respect to (i) any methods, processes or apparatus concerned with the development, use or production of any type of products, goods or services sold or used by the Company, and (ii) any type of products, goods or services sold or used by the Company. Executive also shall immediately assign, transfer and set over to the Company his entire right, title and interest in and to any and all of such inventions as are specified in this Section 8(a), and in and to any and all applications for letters patent that may be filed on such inventions, and in and to any and all letters patent that may issue, or be issued, upon such applications. In connection therewith and for no additional compensation therefor, but at no expense to Executive, Executive shall sign any and all instruments deemed necessary by the Company for: (i1) the filing and prosecution of any applications for letters patent of the United States or of any foreign country that the Company may desire to file upon such inventions as are specified in this Section 8(a); (ii2) the filing and prosecution of any divisional, continuation, continuation-in-part or reissue applications that the Company may desire to file upon such applications for letters patent; and (iii3) the reviving, re-examining or renewing of any of such applications for letters patent. Employee is hereby notified that this This Section 8(a) shall not apply to any invention for which no equipment, supplies, facilities, Confidential Information (defined in Section 5 above) confidential, proprietary or secret knowledge or information, or other trade secret information of the Company was used and which that was developed entirely on Executive’s own time, unless and (i) the invention relates that does not relate (A) directly to the business of the Company, or (B) to the Company’s actual or demonstrably anticipated research or development, or (ii) the invention results that does not result from any work performed by Executive for the Company.

Appears in 1 contract

Samples: Employment Agreement (Advanced BioEnergy, LLC)

Disclosure and Assignment. Executive Employee shall immediately disclose to the Company any and all improvements and inventions that Executive Employee may conceive and/or reduce to practice individually or jointly or commonly with others while he is employed with the Company with respect to (i) any methods, processes or apparatus concerned with the development, use or production of any type of products, goods or services sold or used by the Company, and (ii) any type of products, goods or services sold or used by the Company. Executive Employee also shall immediately assign, transfer and set over to the Company his entire right, title and interest in and to any and all of such inventions as are specified in this Section 8(a7(a), and in and to any and all applications for letters patent that may be filed on such inventions, and in and to any and all letters patent that may issue, or be issued, upon such applications. In connection therewith and for no additional compensation therefor, but at no expense to ExecutiveEmployee, Executive Employee shall sign any and all instruments deemed necessary by the Company for: (i) the filing and prosecution of any applications for letters patent of the United States or of any foreign country that the Company may desire to file upon such inventions as are specified in this Section 8(a7(a); (ii) the filing and prosecution of any divisional, continuation, continuation-in-part or reissue applications that the Company may desire to file upon such applications for letters patent; and (iii) the reviving, re-examining or renewing of any of such applications for letters patent. Employee is hereby notified that this This Section 8(a7(a) shall not apply to any invention for which no equipment, supplies, facilities, Confidential Information (defined in Section 5 above) confidential, proprietary or secret knowledge or information, or other trade secret information of the Company was used and which that was developed entirely on ExecutiveEmployee’s own time, unless and (i) the invention relates that does not relate (A) directly to the business of the Company, or (B) to the Company’s actual or demonstrably anticipated research or development, or (ii) the invention results that does not result from any work performed by Executive Employee for the Company.

Appears in 1 contract

Samples: Employment Agreement (Mister Car Wash, Inc.)

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Disclosure and Assignment. Executive Employee shall immediately disclose to the Company any and all improvements and inventions that Executive Employee may conceive and/or reduce to practice individually or jointly or commonly with others while he is employed with the Company with respect to (i) any methods, processes or apparatus concerned with the development, use or production of any type of products, goods or services sold or used by the Company, and (ii) any type of products, goods or services sold or used by the Company. Executive Employee also shall immediately assign, transfer and set over to the Company his entire right, title and interest in and to any and all of such inventions as are specified in this Section 8(a), and in and to any and all applications for letters patent that may be filed on such inventions, and in and to any and all letters patent that may issue, or be issued, upon such applications. In connection therewith and for no additional compensation therefor, but at no expense to ExecutiveEmployee, Executive Employee shall sign any and all instruments deemed necessary by the Company for: (i1) the filing and prosecution of any applications for letters patent of the United States or of any foreign country that the Company may desire to file upon such inventions as are specified in this Section 8(a); (ii2) the filing and prosecution of any divisional, continuation, continuation-in-part or reissue applications that the Company may desire to file upon such applications for letters patent; and (iii3) the reviving, re-examining or renewing of any of such applications for letters patent. Employee is hereby notified that this This Section 8(a) shall not apply to any invention for which no equipment, supplies, facilities, Confidential Information (defined in Section 5 above) confidential, proprietary or secret knowledge or information, or other trade secret information of the Company was used and which that was developed entirely on ExecutiveEmployee’s own time, unless and (i) the invention relates that does not relate (A) directly to the business of the Company, or (B) to the Company’s actual or demonstrably anticipated research or development, or (ii) the invention results that does not result from any work performed by Executive Employee for the Company.

Appears in 1 contract

Samples: Employment Agreement (Advanced BioEnergy, LLC)

Disclosure and Assignment. Executive shall immediately disclose to the Company any and all improvements and inventions that Executive may conceive and/or reduce to practice individually or jointly or commonly with others while he is employed with the Company with respect to (i) any methods, processes or apparatus concerned with the development, use or production of any type of products, goods or services sold or used by the Company, and (ii) any type of products, goods or services sold or used by the Company. Executive also shall immediately assign, transfer and set over to the Company his entire right, title and interest in and to any and all of such inventions as are specified in this Section 8(a9(a), and in and to any and all applications for letters patent that may be filed on such inventions, and in and to any and all letters patent that may issue, or be issued, upon such applications. In connection therewith and for no additional compensation therefor, but at no expense to Executive, Executive shall sign any and all instruments deemed necessary by the Company for: (i) the filing and prosecution of any applications for letters patent of the United States or of any foreign country that the Company may desire to file upon such inventions as are specified in this Section 8(a9(a); (ii) the filing and prosecution of any divisional, continuation, continuation-in-part or reissue applications that the Company may desire to file upon such applications for letters patent; and (iii) the reviving, re-examining or renewing of any of such applications for letters patent. Employee is hereby notified that this Section 8(a9(a) shall not apply to any invention for which no equipment, supplies, facilities, Confidential Information (defined in Section 5 6 above) or other trade secret information of the Company was used and which was developed entirely on Executive’s own time, unless (i) the invention relates (A) directly to the business of the Company, or (B) to the Company’s actual or demonstrably anticipated research or development, or (ii) the invention results from any work performed by Executive for the Company.

Appears in 1 contract

Samples: Employment Agreement (Valuevision Media Inc)

Disclosure and Assignment. Executive Employee shall immediately disclose to the Company any and all improvements and inventions that Executive Employee may conceive and/or reduce to practice individually or jointly or commonly with others while he is employed with the Company with respect to (i) any methods, processes or apparatus concerned with the development, use or production of any type of products, goods or services sold or used by the Company, and (ii) any type of products, goods or services sold or used by the Company. Executive Employee also shall immediately assign, transfer and set over to the Company his entire right, title and interest in and to any and all of such inventions as are specified in this Section 8(a), and in and to any and all applications for letters patent that may be filed on such inventions, and in and to any and all letters patent that may issue, or be issued, upon such applications. In connection therewith and for no additional compensation therefor, but at no expense to ExecutiveEmployee, Executive Employee shall sign any and all instruments deemed necessary by the Company for: (i1) the filing and prosecution of any applications for letters patent of the United States or of any foreign country that the Company may desire to file upon such inventions as are specified in this Section 8(a);. (ii2) the filing and prosecution of any divisional, continuation, continuation-in-part or reissue applications that the Company may desire to file upon such applications for letters patent; and (iii3) the reviving, re-examining or renewing of any of such applications for letters patent. Employee is hereby notified that this This Section 8(a) shall not apply to any invention for which no equipment, supplies, facilities, Confidential Information (defined in Section 5 above) confidential, proprietary or secret knowledge or information, or other trade secret information of the Company was used and which that was developed entirely on ExecutiveEmployee’s own time, unless and (i) the invention relates that does not relate (A) directly to the business of the Company, or (B) to the Company’s actual or demonstrably anticipated research or development, or (ii) the invention results that does not result from any work performed by Executive Employee for the Company.

Appears in 1 contract

Samples: Employment Agreement (Advanced BioEnergy, LLC)

Disclosure and Assignment. Executive Except as prohibited by California Labor Code Section 2870 (attached hereto as Schedule A), Employee shall immediately promptly disclose to the Company any and all improvements and inventions that Executive Employee may conceive and/or reduce to practice individually or jointly or commonly with others while he is employed with the Company with respect to (i) any methods, processes or apparatus concerned with the development, use or production of any type of products, goods or services sold or used by the Company, and (ii) any type of products, goods or services sold or used by the Company. Executive also Any such improvements and inventions shall immediately be the sole and exclusive property of the Company and Employee shall promptly assign, transfer and set over to the Company his entire right, title and interest in and to any and all of such improvement and inventions as are specified in this Section 8(a7(a), and in and to any and all applications for letters patent that may be filed on such inventions, and in and to any and all letters patent that may issue, or be issued, upon such applications. In connection therewith and for no additional compensation therefor, but at no expense to ExecutiveEmployee, Executive Employee shall sign any and all instruments reasonably deemed necessary by the Company for: (i) i. the filing and prosecution of any applications for letters patent of the United States or of any foreign country that the Company may desire to file upon such inventions as are specified in this Section 8(a7(a); (ii) . the filing and prosecution of any divisional, continuation, continuation-in-part or reissue applications that the Company may desire to file upon such applications for letters patent; and (iii) . the reviving, re-examining or renewing of any of such applications for letters patent. Employee is hereby notified that this This Section 8(a7(a) shall not apply to any invention for which no equipment, supplies, facilities, Confidential Information (defined in Section 5 above) confidential, proprietary or secret knowledge or information, or other trade secret information of the Company was used and which that was developed entirely on ExecutiveEmployee’s own time, unless and (i) the invention relates that does not relate (A) directly to the business of the Company, or (B) to the Company’s actual or demonstrably anticipated research or development, or (ii) the invention results that does not result from any work performed by Executive Employee for the Company.

Appears in 1 contract

Samples: Employment Agreement (Rimage Corp)

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