Discoveries and Inventions; Work Made for Hire. (i) Executive agrees that upon conception and/or development of any idea, discovery, invention, improvement, software, writing or other material or design that: (A) relates to the business of the Company, or (B) relates to the Company’s actual or demonstrably anticipated research or development, or (C) results from any work performed by Executive for the Company, Executive will assign to the Company the entire right, title and interest in and to any such idea, discovery, invention, improvement, software, writing or other material or design. Executive has no obligation to assign any idea, discovery, invention, improvement, software, writing or other material or design that Executive conceives and/or develops entirely on Executive’s own time without using the Company’s equipment, supplies, facilities, or trade secret information unless the idea, discovery, invention, improvement, software, writing or other material or design either: (x) relates to the business of the Company, or (y) relates to the Company’s actual or demonstrably anticipated research or development, or (z) results from any work performed by Executive for the Company. Executive agrees that any idea, discovery, invention, improvement, software, writing or other material or design that relates to the business of the Company or relates to the Company’s actual or demonstrably anticipated research or development which is conceived or suggested by Executive, either solely or jointly with others, within six (6) months following termination of Executive’s employment under this Agreement or any successor agreements shall be presumed to have been so made, conceived or suggested in the course of such employment with the use of the Company’s equipment, supplies, facilities, and/or trade secrets. (ii) In order to determine the rights of Executive and the Company in any idea, discovery, invention, improvement, software, writing or other material, and to insure the protection of the same, Executive agrees that during Executive’s employment, and for six (6) months after termination of Executive’s employment under this Agreement or any successor agreements Executive will disclose immediately and fully to the Company any idea, discovery, invention, improvement, software, writing or other material or design conceived, made or developed by Executive solely or jointly with others. The Company agrees to keep any such disclosures confidential. Executive also agrees to record descriptions of all work in the manner directed by the Company and agrees that all such records and copies, samples and experimental materials will be the exclusive property of the Company. Executive agrees that at the request of and without charge to the Company, but at the Company’s expense, Executive will execute a written assignment of such idea, discovery, invention, improvement, software, writing or other material or design to the Company and will assign to the Company any application for letters patent or for trademark registration made thereon, and to any common-law or statutory copyright therein; and that Executive will, at the Company’s request and expense, use commercially reasonable efforts to enable the Company to secure any patent, trademark, copyright, or other property right therein in the United States and in any foreign country, and any division, renewal, continuation, or continuation in part thereof, or for any reissue of any patent issued thereon. In the event the Company is unable, after reasonable effort, and in any event after ten business days, to secure Executive’s signature on a written assignment to the Company of any application for letters patent or to any common-law or statutory copyright or other property right therein, whether because of Executive’s physical or mental incapacity or for any other reason whatsoever, Executive irrevocably designates and appoints the Corporate Secretary of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of such letters patent, copyright or trademark. (iii) Executive acknowledges that, to the extent permitted by law, all work papers, reports, documentation, drawings, photographs, negatives, tapes and masters therefor, prototypes and other materials (hereinafter, “items”), including without limitation, any and all such items generated and maintained on any form of electronic media, that satisfies the criteria specified in subclause (A), (B) or (C) of subparagraph 7(f)(i) above and that is generated by Executive during Executive’s employment with the Company shall be considered a “work made for hire” and that ownership of any and all copyrights in any and all such items shall belong to the Company.
Appears in 2 contracts
Samples: Employment Agreement (PurposeBuilt Brands, Inc.), Employment Agreement (PurposeBuilt Brands, Inc.)
Discoveries and Inventions; Work Made for Hire. (ia) Executive Consultant agrees that upon conception and/or development of any idea, discovery, invention, improvement, software, writing or other material or design that: (A) relates to the business of the Company, or (B) relates to the Company’s actual or demonstrably anticipated research or development, or (C) results from any work services performed by Executive Consultant for the Company, Executive Consultant will assign to the Company the entire right, title and interest in and to any such idea, discovery, invention, improvement, software, writing or other material or design. Executive Consultant has no obligation to assign any idea, discovery, invention, improvement, software, writing or other material or design that Executive Consultant conceives and/or develops entirely on ExecutiveConsultant’s own time without using the Company’s equipment, supplies, facilities, or trade secret information unless the idea, discovery, invention, improvement, software, writing or other material or design either: (x) relates to the business of the Company, or (y) relates to the Company’s actual or demonstrably anticipated research or development, or (z) results from any work performed by Executive Consultant for the Company. Executive Consultant agrees that any idea, discovery, invention, improvement, software, writing or other material or design that relates to the business of the Company or relates to the Company’s actual or demonstrably anticipated research or development which is conceived or suggested by ExecutiveConsultant, either solely or jointly with others, within six one (61) months year following termination of Executive’s employment under this Agreement or any successor agreements shall be presumed to have been so made, conceived or suggested in the course of such employment Consultant’s performance of services hereunder with the use of the Company’s equipment, supplies, facilities, and/or trade secrets.
(iib) In order to determine the rights of Executive Consultant and the Company in any idea, discovery, invention, improvement, software, writing or other material, and to insure the protection of the same, Executive Consultant agrees that during Executive’s employmentthe term of this Agreement, and for six one (61) months after termination of Executive’s employment under this Agreement or any successor agreements Executive year thereafter, Consultant will disclose immediately and fully to the Company any idea, discovery, invention, improvement, software, writing or other material or design conceived, made or developed by Executive Consultant solely or jointly with others. The Company agrees to keep any such disclosures confidential. Executive Consultant also agrees to record descriptions of all work in the manner directed by the Company and agrees that all such records and copies, samples and experimental materials will be the exclusive property of the Company. Executive Consultant agrees that at the request of and without charge to the Company, but at the Company’s expense, Executive Consultant will execute a written assignment of such the idea, discovery, invention, improvement, software, writing or other material or design to the Company and will assign to the Company any application for letters patent or for trademark registration made thereon, and to any common-law or statutory copyright therein; and that Executive will, at the Company’s request and expense, use commercially reasonable efforts Consultant will do whatever may be necessary or desirable to enable the Company to secure any patent, trademark, copyright, or other property right therein in the United States and in any foreign country, and any division, renewal, continuation, or continuation in part thereof, or for any reissue of any patent issued thereon. In the event the Company is unable, after reasonable effort, and in any event after ten business days, to secure ExecutiveConsultant’s signature on a written assignment to the Company of any application for letters patent or to any common-law or statutory copyright or other property right therein, whether because of ExecutiveConsultant’s physical or mental incapacity or for any other reason whatsoever, Executive Consultant irrevocably designates and appoints the Corporate Secretary Senior Vice President and General Counsel of the Company or his or her designee as ExecutiveConsultant’s attorney-in-fact to act on ExecutiveConsultant’s behalf to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of such letters patent, copyright or trademark.
(iiic) Executive Consultant acknowledges that, to the extent permitted by law, all work papers, reports, documentation, drawings, photographs, negatives, tapes and masters therefortherefore, prototypes and other materials (hereinafter, “items”), including without limitation, any and all such items generated and maintained on any form of electronic media, that satisfies the criteria specified in subclause (A), (B) or (C) of subparagraph 7(f)(i) above and that is generated by Executive Consultant during Executive’s employment with the Company term of this Agreement shall be considered a “work made for hire” and that ownership of any and all copyrights in any and all such items shall belong to the Company.
(d) All elements of this Section 5 shall apply to and be in full force and effect during the Employment Period, Consulting Period, and the Non-Compete Period, as set forth in the Non-Competition and Non-Solicitation Agreement.
Appears in 1 contract
Discoveries and Inventions; Work Made for Hire. (ia) Executive Consultant agrees that upon conception and/or development of any idea, discovery, invention, improvement, software, writing or other material or design that: (A) relates to the business of the Company, or (B) relates to the Company’s actual or demonstrably anticipated research or development, or (C) results from any work services performed by Executive Consultant for the Company, Executive Consultant will assign to the Company the entire right, title and interest in and to any such idea, discovery, invention, improvement, software, writing or other material or design. Executive Consultant has no obligation to assign any idea, discovery, invention, improvement, software, writing or other material or design that Executive Consultant conceives and/or develops entirely on ExecutiveConsultant’s own time without using the Company’s equipment, supplies, facilities, or trade secret information unless the idea, discovery, invention, improvement, software, writing or other material or design either: (x) relates to the business of the Company, or (y) relates to the Company’s actual or demonstrably anticipated research or development, or (z) results from any work performed by Executive Consultant for the Company. Executive Consultant agrees that any idea, discovery, invention, improvement, software, writing or other material or design that relates to the business of the Company or relates to the Company’s actual or demonstrably anticipated research or development which is conceived or suggested by ExecutiveConsultant, either solely or jointly with others, within six (6) months following termination of Executive’s employment under this Agreement or any successor agreements shall be presumed to have been so made, conceived or suggested in the course of such employment Consultant’s performance of services hereunder with the use of the Company’s equipment, supplies, facilities, and/or trade secrets.
(iib) In order to determine the rights of Executive Consultant and the Company in any idea, discovery, invention, improvement, software, writing or other material, and to insure the protection of the same, Executive Consultant agrees that during Executive’s employmentthe term of this Agreement, and for six two (62) months after termination of Executive’s employment under this Agreement or any successor agreements Executive years thereafter, Consultant will disclose immediately and fully to the Company any idea, discovery, invention, improvement, software, writing or other material or design conceived, made or developed by Executive Consultant solely or jointly with others, which idea, discovery, invention, improvement, software, writing or other material or design (A) relates to the business of the Company, or (B) relates to the Company’s actual or demonstrably anticipated research or development, or (C) results from any services performed by Consultant for the Company. The Company agrees to keep any such disclosures confidential. Executive Consultant also agrees to record descriptions of all work in the manner directed by the Company and agrees that all such records and copies, samples and experimental materials will be the exclusive property of the Company. Executive Consultant agrees that at the request of and without charge to the Company, but at the Company’s expense, Executive Consultant will execute a written assignment of such the idea, discovery, invention, improvement, software, writing or other material or design to the Company and will assign to the Company any application for letters patent or for trademark registration made thereon, and to any common-law or statutory copyright therein; and that Executive will, at the Company’s request and expense, use commercially reasonable efforts Consultant will do whatever may be necessary or desirable to enable the Company to secure any patent, trademark, copyright, or other property right therein in the United States and in any foreign country, and any division, renewal, continuation, or continuation in part thereof, or for any reissue of any patent issued thereon. In the event the Company is unable, after reasonable effort, and in any event after ten business days, to secure ExecutiveConsultant’s signature on a written assignment to the Company of any application for letters patent or to any common-law or statutory copyright or other property right therein, whether because of ExecutiveConsultant’s physical or mental incapacity or for any other reason whatsoever, Executive Consultant irrevocably designates and appoints the Corporate Secretary Vice President and General Counsel of the Company or his or her designee as ExecutiveConsultant’s attorney-in-fact to act on ExecutiveConsultant’s behalf to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of such letters patent, copyright or trademark.
(iiic) Executive Consultant acknowledges that, to the extent permitted by law, all work papers, reports, documentation, drawings, photographs, negatives, tapes and masters therefortherefore, prototypes and other materials (hereinafter, “items”), including without limitation, any and all such items generated and maintained on any form of electronic media, that satisfies the criteria specified in subclause (A), (B) or (C) of subparagraph 7(f)(i) above and that is generated by Executive Consultant during Executive’s employment with the Company term of this Agreement shall be considered a “work made for hire” and that ownership of any and all copyrights in any and all such items shall belong to the Company, provided that such items (A) relate to the business of the Company, or (B) relate to the Company’s actual or demonstrably anticipated research or development, or (C) result from any services performed by Consultant for the Company.
(d) All elements of this Section 5 shall apply to and be in full force and effect during the Employment Period, Consulting Period, and the Non-Compete Period, as set forth in the Non-Competition and Non-Solicitation Agreement.
Appears in 1 contract
Samples: Retirement and Consulting Agreement (Foster L B Co)