Common use of Disclosure and Ownership of Inventions Clause in Contracts

Disclosure and Ownership of Inventions. (a) During the Employment Term, Executive agrees that he will promptly disclose to the Company, or any Person designated by the Company, any and all Proprietary Information made or conceived or reduced to practice or learned by Executive in connection with Executive’s duties, responsibilities and functions hereunder, either alone or jointly with others, during the Employment Term (collectively, “Inventions”). (b) Executive agrees that all Inventions shall be the sole property of the Company to the maximum extent permitted by applicable law and to the extent permitted by law shall be “works made for hire” as that term is defined in the United States Copyright Act (17 USCA, Section 101). To the extent that any Inventions are not deemed “works made for hire”, Executive hereby agrees to assign such Invention to the Company. The Company shall be the sole owner of all patents, copyrights, trademarks, trade secret rights and other intellectual property or other rights in connection therewith. Executive hereby agrees to assign to the Company all right, title and interest Executive may have or acquire in all Inventions. Executive further agrees to assist the Company in every proper way (but at the Company’s expense) to obtain and from time to time enforce patents, copyrights, trademarks or other rights on said Inventions in any and all countries, and to that end Executive will execute all documents necessary: (i) to apply for, obtain and vest in the name of the Company alone (unless the Company otherwise directs) letters patent, copyrights, trademarks or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same; and (ii) to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyright, trademark or other analogous protection. (c) Executive’s obligation to assist the Company in obtaining and enforcing patents, copyrights and trademarks for the Inventions in any and all countries shall continue beyond the Employment Term, provided that such assistance will not require an unreasonable amount of Executive’s time. The Company agrees to compensate Executive at a reasonable rate after the expiration of the Employment Term for time actually spent by Executive at the Company’s request in connection with such assistance.

Disclosure and Ownership of Inventions. (a) During the Employment Term, Executive agrees that he will promptly disclose to the CompanyMillennium Cell, or any Person persons designated by the CompanyMillennium Cell, any and all Proprietary Information improvements, inventions, designs, ideas, works of authorship, copyrightable works, discoveries, trademarks, copyrights, trade secrets, formulas, processes, structures, product concepts, marketing plans, strategies, customer lists, techniques, blueprints, sketches, records, notes, devices, drawings, know-how, data, whether or not patentable, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications and divisional applications (collectively hereinafter referred to as the “Inventions”), made or conceived or reduced to practice or learned by Executive in connection with Executive’s duties, responsibilities and functions hereunder, either alone or jointly with others, during the Employment Term (collectively, “Inventions”)Term. (b) Executive agrees that all Inventions shall be the sole property of the Company Millennium Cell to the maximum extent permitted by applicable law and to the extent permitted by law shall be “works made for hire” as that term is defined in the United States Copyright Act (17 USCA, Section 101). To the extent that any Inventions are not deemed “works made for hire”, Executive hereby agrees to assign such Invention to the CompanyMillennium Cell. The Company Millennium Cell shall be the sole owner of all patents, copyrights, trademarks, trade secret rights and other intellectual property or other rights in connection therewith. Executive hereby agrees to assign to the Company Millennium Cell all right, title and interest Executive may have or acquire in all Inventions. Executive further agrees to assist the Company Millennium Cell in every proper way (but at the CompanyMillennium Cell’s expense) to obtain and from time to time enforce patents, copyrights, trademarks or other rights on said Inventions in any and all countries, and to that end Executive will execute all documents necessary: (i) to apply for, obtain and vest in the name of the Company Millennium Cell alone (unless the Company Millennium Cell otherwise directs) letters patent, copyrights, trademarks or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same; and (ii) to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyright, trademark or other analogous protection. (c) Executive’s obligation to assist the Company Millennium Cell in obtaining and enforcing patents, copyrights and trademarks for the Inventions in any and all countries shall continue beyond the Employment Term, provided that such assistance will not require an unreasonable amount of Executive’s time. The Company but Millennium Cell agrees to compensate Executive at a reasonable rate after the expiration of the Employment Term for time actually spent by Executive at the CompanyMillennium Cell’s request in connection with such assistance.

Disclosure and Ownership of Inventions. (a) During the Employment Term, Executive agrees that he will promptly disclose to the CompanyMillennium Cell, or any Person persons designated by the CompanyMillennium Cell, any and all Proprietary Information improvements, inventions, designs, ideas, works of authorship, copyrightable works, discoveries, trademarks, copyrights, trade secrets, formulas, processes, structures, product concepts, marketing plans, strategies, customer lists, techniques, blueprints, sketches, records, notes, devices, drawings, know-how, data, whether or not patentable, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications and divisional applications (collectively hereinafter referred to as the "Inventions"), made or conceived or reduced to practice or learned by Executive in connection with Executive’s duties, responsibilities and functions hereunder, either alone or jointly with others, during the Employment Term (collectively, “Inventions”)Term. (b) Executive agrees that all Inventions shall be the sole property of the Company Millennium Cell to the maximum extent permitted by applicable law and to the extent permitted by law shall be “"works made for hire” " as that term is defined in the United States Copyright Act (17 USCA, Section 101). To the extent that any Inventions are not deemed “"works made for hire”", Executive hereby agrees to assign such Invention to the CompanyMillennium Cell. The Company Millennium Cell shall be the sole owner of all patents, copyrights, trademarks, trade secret rights and other intellectual property or other rights in connection therewith. Executive hereby agrees to assign to the Company Millennium Cell all right, title and interest Executive may have or acquire in all Inventions. Executive further agrees to assist the Company Millennium Cell in every proper way (but at the Company’s Millennium Cell's expense) to obtain and from time to time enforce patents, copyrights, trademarks or other rights on said Inventions in any and all countries, and to that end Executive will execute all documents necessary: (i) to apply for, obtain and vest in the name of the Company Millennium Cell alone (unless the Company Millennium Cell otherwise directs) letters patent, copyrights, trademarks or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same; and (ii) to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyright, trademark or other analogous protection. (c) Executive’s 's obligation to assist the Company Millennium Cell in obtaining and enforcing patents, copyrights and trademarks for the Inventions in any and all countries shall continue beyond the Employment Term, provided that such assistance will not require an unreasonable amount of Executive’s time. The Company but Millennium Cell agrees to compensate Executive at a reasonable rate after the expiration of the Employment Term for time actually spent by Executive at the Company’s Millennium Cell's request in connection with such assistance.