Common use of Further Covenants Clause in Contracts

Further Covenants. Executive further agrees, for the term of Executive’s employment with the Company or any of its affiliates and for a period of two (2) years after Executive ceases to be employed by the Company or any of its affiliates, as follows: (i) To disclose promptly in writing to the Company (but to no others), in such manner as the Company may from time to time prescribe, all Intellectual Property, whether patentable or not. All such Intellectual Property shall be the sole and exclusive property of the Company; (ii) To assign and convey to the Company, upon request, the complete worldwide right, title and interest in and to all Intellectual Property conceived or made by Executive. Upon the request of the Company, Executive shall execute such further assignments and other instruments as may be necessary or desirable to fully and completely assign all such Intellectual Property to the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any other jurisdiction with respect to any such Intellectual Property; (iii) To promptly deliver to the Company any and all written records (in the form of notes, sketches, drawings and any other form as may be specified by the Company) documenting the concepts and/or actual reduction to practice of any such Intellectual Property. Such written records shall at all times be and remain the sole property of the Company; (iv) Executive shall not be entitled to any payments or awards by reason of any patent application made by the Company or the granting of any patent thereon and, in the event the Company is required by its contracts with its customers, including the United States Government, to transfer rights to certain Intellectual Property to said customers, Executive also shall not be entitled to any payments or awards by reason of any patent application made by any of said customers, or the granting of any patent thereon; (v) During the Executive’s employment with the Company and thereafter, Executive shall do all lawful acts, including the execution of papers and giving of testimony that may be necessary or helpful, in obtaining, sustaining, reissuing and renewing United States patents and foreign jurisdiction patents on all such Intellectual Property and/or for perfecting and maintaining the title of the Company thereto; and to otherwise cooperate with the Company in any controversy or legal proceedings relating to such Intellectual Property or to patent applications or patents based thereon; (vi) Insofar as reports, papers and technical information created by Executive and/or the Company contain unique, proprietary, non-public, and/or copyrightable material, the Executive agrees that the Company shall have the sole and exclusive right to disclose, publish, reproduce, distribute and circulate said material, without cost or liability; and Executive hereby grants all rights of Executive therein to the Company and Executive further releases the Company, its affiliates and its customers from any and all liability for disclosing, publishing, reproducing, distributing and/or circulating any such materials; and (vii) All information and/or materials related to the Company and/or its business as created, in whole or in part, by the Executive during the course of Executive’s employment with the Company shall be solely owned by the Company as “Works Made for Hire”, as defined by the United States Copyright Act. To the extent any such works are not, by operation of law, “works made for hire”, then Executive hereby assigns to the Company the sole and exclusive ownership of any and all rights of copyright in such works, including, without limitation, all Intellectual Property, and the Company shall have the sole right to obtain and hold in its own name all copyrights, copyright registrations and similar protections that may be available in such materials, works and Intellectual Property.

Further Covenants. Executive Employee further agrees, for the term of ExecutiveEmployee’s employment with the Company or any of its affiliates and for a period of two one (21) years year after Executive Employee ceases to be employed by the Company or any of its affiliates, as follows: (i) To disclose promptly in writing to the Company (but to no others), in such manner as the Company may from time to time prescribe, all Intellectual Property, whether patentable or not. All such Intellectual Property shall be the sole and exclusive property of the Company; (ii) To assign and convey to the Company, upon request, the complete worldwide right, title and interest in and to all Intellectual Property conceived or made by ExecutiveEmployee. Upon the request of the Company, Executive Employee shall execute such further assignments and other instruments as may be necessary or desirable to fully and completely assign all such Intellectual Property to the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any other jurisdiction with respect to any such Intellectual Property; (iii) To promptly deliver to the Company any and all written records (in the form of notes, sketches, drawings and any other form as may be specified by the Company) documenting the concepts and/or actual reduction to practice of any such Intellectual Property. Such written records shall at all times be and remain the sole property of the Company; (iv) Executive Employee shall not be entitled to any payments or awards by reason of any patent application made by the Company or the granting of any patent thereon and, in the event the Company is required by its contracts with its customers, including the United States Government, to transfer rights to certain Intellectual Property to said customers, Executive Employee also shall not be entitled to any payments or awards by reason of any patent application made by any of said customers, or the granting of any patent thereon; (v) During the ExecutiveEmployee’s employment with the Company and thereafter, Executive Employee shall do all lawful acts, including the execution of papers and giving of testimony that may be necessary or helpful, in obtaining, sustaining, reissuing and renewing United States patents and foreign jurisdiction patents on all such Intellectual Property and/or for perfecting and maintaining the title of the Company thereto; and to otherwise cooperate with the Company in any controversy or legal proceedings relating to such Intellectual Property or to patent applications or patents based thereon; (vi) Insofar as reports, papers and technical information created by Executive Employee and/or the Company contain unique, proprietary, non-public, and/or copyrightable material, the Executive Employee agrees that the Company shall have the sole and exclusive right to disclose, publish, reproduce, distribute and circulate said material, without cost or liability; and Executive Employee hereby grants all rights of Executive Employee therein to the Company and Executive Employee further releases the Company, its affiliates and its customers from any and all liability for disclosing, publishing, reproducing, distributing and/or circulating any such materials; and (vii) All information and/or materials related to the Company and/or its business as created, in whole or in part, by the Executive Employee during the course of ExecutiveEmployee’s employment with the Company shall be solely owned by the Company as “Works Made for Hire”, as defined by the United States Copyright Act. To the extent any such works are not, by operation of law, “works made for hire”, then Executive Employee hereby assigns to the Company the sole and exclusive ownership of any and all rights of copyright in such works, including, without limitation, all Intellectual Property, and the Company shall have the sole right to obtain and hold in its own name all copyrights, copyright registrations and similar protections that may be available in such materials, works and Intellectual Property.

Further Covenants. Executive Employee further agrees, for the term of ExecutiveEmployee’s employment with the Company or any of its affiliates and for a period of two three (23) years after Executive Employee ceases to be employed by the Company or any of its affiliates, as follows: (i) To disclose promptly in writing to the Company (but to no others), in such manner as the Company may from time to time prescribe, all Intellectual Property, whether patentable or not. All such Intellectual Property shall be the sole and exclusive property of the Company; (ii) To assign and convey to the Company, upon request, the complete worldwide right, title and interest in and to all Intellectual Property conceived or made by ExecutiveEmployee. Upon the request of the Company, Executive Employee shall execute such further assignments and other instruments as may be necessary or desirable to fully and completely assign all such Intellectual Property to the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any other jurisdiction with respect to any such Intellectual Property; (iii) To promptly deliver to the Company any and all written records (in the form of notes, sketches, drawings and any other form as may be specified by the Company) documenting the concepts and/or actual reduction to practice of any such Intellectual Property. Such written records shall at all times be and remain the sole property of the Company; (iv) Executive Employee shall not be entitled to any payments or awards by reason of any patent application made by the Company or the granting of any patent thereon and, in the event the Company is required by its contracts with its customers, including the United States Government, to transfer rights to certain Intellectual Property to said customers, Executive Employee also shall not be entitled to any payments or awards by reason of any patent application made by any of said customers, or the granting of any patent thereon; (v) During the Executive’s employment with the Company and thereafter, Executive shall do all lawful acts, including the execution of papers and giving of testimony that may be necessary or helpful, in obtaining, sustaining, reissuing and renewing United States patents and foreign jurisdiction patents on all such Intellectual Property and/or for perfecting and maintaining the title of the Company thereto; and to otherwise cooperate with the Company in any controversy or legal proceedings relating to such Intellectual Property or to patent applications or patents based thereon; (vi) Insofar as reports, papers and technical information created by Executive and/or the Company contain unique, proprietary, non-public, and/or copyrightable material, the Executive agrees that the Company shall have the sole and exclusive right to disclose, publish, reproduce, distribute and circulate said material, without cost or liability; and Executive hereby grants all rights of Executive therein to the Company and Executive further releases the Company, its affiliates and its customers from any and all liability for disclosing, publishing, reproducing, distributing and/or circulating any such materials; and (vii) All information and/or materials related to the Company and/or its business as created, in whole or in part, by the Executive during the course of Executive’s employment with the Company shall be solely owned by the Company as “Works Made for Hire”, as defined by the United States Copyright Act. To the extent any such works are not, by operation of law, “works made for hire”, then Executive hereby assigns to the Company the sole and exclusive ownership of any and all rights of copyright in such works, including, without limitation, all Intellectual Property, and the Company shall have the sole right to obtain and hold in its own name all copyrights, copyright registrations and similar protections that may be available in such materials, works and Intellectual Property.

Further Covenants. Executive Employee further agrees, for the term of Executive’s Employee's employment with the Company or any of its affiliates and for a period of two (2) years after Executive Employee ceases to be employed by the Company or any of its affiliates, as follows: (i) To disclose promptly in writing to the Company (but to no others), in such manner as the Company may from time to time prescribe, all Intellectual Property, whether patentable or not. All such Intellectual Property shall be the sole and exclusive property of the Company; (ii) To assign and convey to the Company, upon request, the complete worldwide right, title and interest in and to all Intellectual Property conceived or made by ExecutiveEmployee. Upon the request of the Company, Executive Employee shall execute such further assignments and other instruments as may be necessary or desirable to fully and completely assign all such Intellectual Property to the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any other jurisdiction with respect to any such Intellectual Property; (iii) To promptly deliver to the Company any and all written records (in the form of notes, sketches, drawings and any other form as may be specified by the Company) documenting the concepts and/or actual reduction to practice of any such Intellectual Property. Such written records shall at all times be and remain the sole property of the Company; (iv) Executive Employee shall not be entitled to any payments or awards by reason of any patent application made by the Company or the granting of any patent thereon and, in the event the Company is required by its contracts with its customers, including the United States Government, to transfer rights to certain Intellectual Property to said customers, Executive Employee also shall not be entitled to any payments or awards by reason of any patent application made by any of said customers, or the granting of any patent thereon; (v) During the Executive’s Employee's employment with the Company and thereafter, Executive Employee shall do all lawful acts, including the execution of papers and giving of testimony that may be necessary or helpful, in obtaining, sustaining, reissuing and renewing United States patents and foreign jurisdiction patents on all such Intellectual Property and/or for perfecting and maintaining the title of the Company thereto; and to otherwise cooperate with the Company in any controversy or legal proceedings relating to such Intellectual Property or to patent applications or patents based thereon; (vi) Insofar as reports, papers and technical information created by Executive Employee and/or the Company contain unique, proprietary, non-public, and/or copyrightable material, the Executive Employee agrees that the Company shall have the sole and exclusive right to disclose, publish, reproduce, distribute and circulate said material, without cost or liability; and Executive Employee hereby grants all rights of Executive Employee therein to the Company and Executive Employee further releases the Company, its affiliates and its customers from any and all liability for disclosing, publishing, reproducing, distributing and/or circulating any such materials; and (vii) All information and/or materials related to the Company and/or its business as created, in whole or in part, by the Executive Employee during the course of Executive’s Employee's employment with the Company shall be solely owned by the Company as “"Works Made for Hire”", as defined by the United States Copyright Act. To the extent any such works are not, by operation of law, “"works made for hire”", then Executive Employee hereby assigns to the Company the sole and exclusive ownership of any and all rights of copyright in such works, including, without limitation, all Intellectual Property, and the Company shall have the sole right to obtain and hold in its own name all copyrights, copyright registrations and similar protections that may be available in such materials, works and Intellectual Property.

Further Covenants. Executive further agrees, for the term of Executive’s employment with the Company or any of its affiliates and for a period of two three (23) years after Executive ceases to be employed by the Company or any of its affiliates, as follows: (i) To disclose promptly in writing to the Company (but to no others), in such manner as the Company may from time to time prescribe, all Intellectual Property, whether patentable or not. All such Intellectual Property shall be the sole and exclusive property of the Company; (ii) To assign and convey to the Company, upon request, the complete worldwide right, title and interest in and to all Intellectual Property conceived or made by Executive. Upon the request of the Company, Executive shall execute such further assignments and other instruments as may be necessary or desirable to fully and completely assign all such Intellectual Property to the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any other jurisdiction with respect to any such Intellectual Property; (iii) To promptly deliver to the Company any and all written records (in the form of notes, sketches, drawings and any other form as may be specified by the Company) documenting the concepts and/or actual reduction to practice of any such Intellectual Property. Such written records shall at all times be and remain the sole property of the Company; (iv) Executive shall not be entitled to any payments or awards by reason of any patent application made by the Company or the granting of any patent thereon and, in the event the Company is required by its contracts with its customers, including the United States Government, to transfer rights to certain Intellectual Property to said customers, Executive also shall not be entitled to any payments or awards by reason of any patent application made by any of said customers, or the granting of any patent thereon; (v) During the Executive’s employment with the Company and thereafter, Executive shall do all lawful acts, including the execution of papers and giving of testimony that may be necessary or helpful, in obtaining, sustaining, reissuing and renewing United States patents and foreign jurisdiction patents on all such Intellectual Property and/or for perfecting and maintaining the title of the Company thereto; and to otherwise cooperate with the Company in any controversy or legal proceedings relating to such Intellectual Property or to patent applications or patents based thereon; (vi) Insofar as reports, papers and technical information created by Executive and/or the Company contain unique, proprietary, non-public, and/or copyrightable material, the Executive agrees that the Company shall have the sole and exclusive right to disclose, publish, reproduce, distribute and circulate said material, without cost or liability; and Executive hereby grants all rights of Executive therein to the Company and Executive further releases the Company, its affiliates and its customers from any and all liability for disclosing, publishing, reproducing, distributing and/or circulating any such materials; and (vii) All information and/or materials related to the Company and/or its business as created, in whole or in part, by the Executive during the course of Executive’s employment with the Company shall be solely owned by the Company as “Works Made for Hire”, as defined by the United States Copyright Act. To the extent any such works are not, by operation of law, “works made for hire”, then Executive hereby assigns to the Company the sole and exclusive ownership of any and all rights of copyright in such works, including, without limitation, all Intellectual Property, and the Company shall have the sole right to obtain and hold in its own name all copyrights, copyright registrations and similar protections that may be available in such materials, works and Intellectual Property.