Disclosure and Cooperation. The Employee shall promptly disclose Work Product to the CEO and perform all actions reasonably requested by the Company (whether during or after the Employment Period) to establish and confirm the ownership and proprietary interest of any of the Company Parties in any Work Product (including, without limitation, the execution of assignments, consents, powers of attorney, applications and other instruments). The Employee agrees to assist the Company in obtaining any patent for, copyright on or other intellectual-property protection for the Work Product, and to execute and deliver or otherwise provide such documentation and provide such other assistance as is necessary to or reasonably requested by the Company or its agents or counsel to obtain such patent, copyright, or other protection. The Employee shall maintain adequate written records of the Work Product, in such format as may be specified by the Company, and make such records available to, as the sole property of, the Company at all times. The Employee shall not file any patent or copyright applications related to any Work Product except with the written consent of the CEO.
Disclosure and Cooperation. Each Party shall promptly disclose to the other Party any Collaboration Technology generated hereunder. The Parties shall at all times fully cooperate in order to reasonably implement the provisions of this Article 10. Such cooperation may include the execution of necessary legal documents, coordinating prosecution to avoid or mitigate any patentability issues, and the provision of any other assistance reasonably requested by the other Party at such other Party’s expenses.
Disclosure and Cooperation. Executive shall communicate promptly and disclose to the Company, in such form as the Company may reasonably request, all information, details and data pertaining to any Company Creations, and Executive shall execute and deliver to the Company or its designee(s) such formal transfers and assignments and such other papers and documents and shall give such testimony as may be deemed necessary or required of Executive by the Company or its designee to develop, preserve or extend the Company's rights relating to any Company Creations and to permit the Company or its designee to file and prosecute patent applications and, as to copyrightable material, to obtain copyright registrations thereof. Executive hereby appoints the Company as Executive's attorney-in-fact to execute on Executive's behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights to any Creations.
Disclosure and Cooperation. Executive shall promptly and fully disclose in writing all such developments described in subparagraph (d) hereof to the Company's Chief Executive Officer. Executive shall, at any time upon the Company's request, whether or not then in the Company's employ, execute, acknowledge and deliver to the Company all instruments which the Company shall prepare, give evidence, and do all other things which are necessary or desirable, to enable the Company to file and prosecute applications for, and to acquire, maintain and enforce all patents, trademarks, copyrights, and any other intellectual property rights in all countries, covering such developments. The Company agrees to pay to Executive reasonable expenses incurred by Executive under this subparagraph (e).
Disclosure and Cooperation. The Employee shall promptly disclose Work Product to the Board and perform all actions reasonably requested by the Company (whether during or after the Employment Period) to establish and confirm the ownership and proprietary interest of any of the Company Parties in any Work Product (including, without limitation, the execution of assignments, consents, powers of attorney, applications and other instruments). The Employee agrees to assist the Company in obtaining any patent for, copyright on or other intellectual-property protection for the Work Product, and to execute and deliver or otherwise provide such documentation and provide such other assistance as is necessary to or reasonably requested by the Company or its agents or counsel to obtain such patent, copyright, or other protection. The Employee shall maintain adequate written records of the Work Product, in such format as may be specified by the Company, and make such records available to, as the sole property of, the Company at all times. The Employee shall not file any patent or copyright applications related to any Work Product except with the written consent of the Board.”
2. This Second Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
3. This Second Amendment and the Amended Employment Agreement and the documents referred to herein and therein constitute the entire agreement among the parties and supersede in all respects any other agreement or understanding among the parties. No party shall be liable or bound to any other party in any manner by any warranties, representations, or covenants except as specifically set forth herein or therein.
4. In case any one or more of the provisions contained in this Second Amendment should be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
5. This Second Amendment shall be governed by, and enforced and construed under, the laws of the State of Texas.
Disclosure and Cooperation. Each party hereto acknowledges that, as a result of the possibility of each becoming licensed or qualified as a licensed casino operator in various jurisdictions, each will be required to conduct appropriate due diligence inquiries concerning any material transaction in which it engages and that the transactions envisioned by this Agreement fall within the class of transactions which require that each conduct such due diligence inquiries regarding the other. Based on the foregoing, each party agrees that, upon one party’s request (the “requesting party”), the other party (the “responding party”) shall make such disclosures as are necessary or desirable for the requesting party to conduct such inquiries of the responding party as the requesting party deems appropriate to conduct the required due diligence inquiries.
Disclosure and Cooperation. Executive shall disclose the same promptly and completely to the Company and shall, during the period of his employment hereunder and at any time and from time to time hereafter, (i) execute all documents requested by the Company for vesting in the Company the entire right, title and interest in and to the same, (ii) execute all documents requested by the Company for filing such applications for and procuring patents, trademarks, service marks or copyrights as the Company, in its sole discretion, may desire to prosecute, and (iii) give the Company all assistance it may reasonably require, including the giving of testimony in any suit, action, investigation or other proceeding, in order to obtain, maintain and protect the Company's right therein and thereto.
Disclosure and Cooperation. Immediately upon making any such discovery, invention, or improvement, the Shareholder shall disclose it to the officers of the Company, but to no one else, and the Shareholder hereby assigns and agrees to assign to the Company his full and exclusive right to any such discovery, invention, or improvement and agrees to execute all documents and instruments the Company deems necessary to vest title to such discovery, invention, or improvement in the Company or any Company Subsidiary or its nominee and, if such discovery, invention, or improvement be patentable or copyrightable, to any application for copyrights or letters patent that may be filed on and copyrights or letters patent that may be obtained or issued on such discovery, invention, or improvement. The Shareholder shall cooperate in all respects with the Company in prosecuting applications for copyrights or letters patent on any such discovery, invention, or improvement and procuring and maintaining copyrights and patents and in obtaining or registering any trademarks or service marks that he may originate. In connection therewith the Shareholder shall:
(i) sign all instruments the Company deems necessary or desirable for the filing and prosecution of applications for copyrights or letters patent of the United States or of any foreign country that the Shareholder may desire to file upon such discovery, invention, or improvement;
(ii) sign all instruments the Company deems necessary or desirable for filing and prosecuting divisional applications that may be required upon such patent applications;
(iii) sign all instruments the Company deems necessary or desirable for reviving or renewing any of such applications if revival or renewal of such applications becomes necessary or desirable; and
(iv) sign all instruments the Company deems necessary or desirable to file and prosecute continued applications or reissue applications that subsequently appear to the Company to be necessary or desirable to render such discovery, invention, or improvement effective and fully useful for the purposes of the Company.
Disclosure and Cooperation. Manovich shall promptly and fully disclose in writing all such developments described in subparagraph d. hereof to the Corporation's Chief Executive Officer. Manovich shall, at any time upon the Corporation's request, whether or not then in the Corporation's employ, execute, acknowledge and deliver to the Corporation all instruments which the Corporation shall prepare, give evidence, and do all other things which are necessary or desirable, to enable the Corporation to file and prosecute applications for, and to acquire, maintain and enforce all patents, trademarks, copyrights, and any other intellectual property rights in all countries, covering such developments. The Corporation agrees to pay to Manovich reasonable expenses incurred by Manovich under this subparagraph e.
Disclosure and Cooperation. The Consultant shall promptly disclose Work Product to the CEO and perform all actions reasonably requested by the Company (whether during or after the Term) to establish and confirm the ownership and proprietary interest of the Company in any Work Product (including, without limitation, the execution of assignments, consents, powers of attorney, applications and other instruments). The Consultant agrees to assist the Company in obtaining any patent for, copyright on or other intellectual-property protection for the Work Product, and to execute and deliver or otherwise provide such documentation and provide such other assistance as is necessary to or reasonably requested by the Company or its agents or counsel to obtain such patent, copyright, or other protection. The Consultant shall maintain adequate written records of the Work Product, in such format as may be specified by the Company, and make such records available to, as the sole property of, the Company at all times. The Consultant shall not file any patent or copyright applications related to any Work Product except with the written consent of the CEO. Consultant will be free to publish the portions of results of any research related to his work with the University which do not include Confidential Information, and use any non-Confidential Information for purposes of research, teaching, and other educationally-related matters. In order to avoid loss of patent rights as a result of premature disclosure of patentable information, Consultant shall submit any prepublication or pre-disclosure material related any matter involving or related to the Company’s Business at least ninety (90) days prior to planned submission for publication or disclosure. The Company shall notify Consultant within thirty (30) days after it receives such material whether it desires to file patent applications on any inventions contained in the material and in such case, the Company shall proceed to file a patent application at the expense of Company. If reasonably needed, the Company may request a delay in publication, and the Parties shall negotiated in good faith to resolve the need for such delay or accommodate such request.
