Intellectual Property and Work Product. A. If Executive creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during Executive’s employment by the Company and within the scope of such employment and/or with the use of any the Company resources (“Company Works”), Executive shall promptly and fully disclose same to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.
B. Executive agrees to keep and maintain adequate and current written records (in the form of notes, sketches, drawings, and any other form or media requested by the Company) of all Company Works. The records will be available to and remain the sole property and intellectual property of the Company at all times.
C. During the Employment Term, Executive shall take all requested actions and execute all requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior Works and Company Works. If the Company is unable for any other reason to secure Executive’s signature on any document for this purpose, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing.
D. Executive shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. Executive hereby indemnifies, holds harmless and agrees to defend the Company and its officers, directors, partners, employees, agents and representatives from any breach of the foregoing covenant. Executive shall comply with ...
Intellectual Property and Work Product. To the extent that Supplier’s Technology, including pre-engineered SOP’s and protocols from the Supplier’s LOCCK Library, and/or documents from the Supplier’s auto generation tools and life cycle management tools, are used or partially used in the creation or development of Supplier Work Product, upon receipt of full payment, Supplier grants the End User a royalty free, non-transferable, right to use that Work Product on this specific Project. Such Work Product is not supplied to any Prime or Subcontractor on the project for its own use, reuse, or modification, and the End User right to use may not be re- assigned, sub-licensed or otherwise transferred. Except as expressly permitted by the terms of the Supplier’s Sales Proposal including these Terms and Conditions of Sale, Prime contractor and End User shall take reasonable precautions to cause employees and contractors to not:
(a) sell, sublicense, rent, lease, display, outsource or assign the Supplier’s Technology or any related documentation, publish or make any of the same available on a time-sharing basis, or use any of the same to provide similar services;
(b) re-use, reproduce, duplicate, adapt, modify, prepare derivative works of, merge or transfer copies of the Supplier’s Technology or otherwise develop, manufacture or execute the Supplier’s Technology;
(c) copy any documentation relating to the Supplier’s Technology other than for documentation back-up on the specific project for which it was supplied by Supplier.
Intellectual Property and Work Product. Servicer shall own all Intellectual Property rights and Work Product worldwide. This provision survives this Agreement's termination. No Services, Intellectual Property or Work Product shall constitute work-for-hire under Title 17 USC. Client hereby assigns, and shall cause its Representatives and Affiliates to assign, all rights, title and interest in any Work Product or Intellectual Property to Servicer without further consideration. Upon Servicer's request, Client shall execute any documents necessary to effectuate such assignment. All trademark, service mark and trade name usage and associated goodwill inures to Servicer's benefit. Servicer grants Client and its Affiliates an irrevocable, non-exclusive, paid-up, perpetual, worldwide license to use Work Product, subject to Servicer's prior written consent, which shall not be unreasonably withheld. This license survives Agreement termination by one year.
Intellectual Property and Work Product. Intellectual Property and Work Product shall be handled in accordance with DIR Contract DIR- XXX-0000, Xxxxxxxx A, Standard Terms and Conditions For Services Contracts, Section 4, Intellectual Property Matters.
Intellectual Property and Work Product. 6.1 All work performed by the Consultant for the Client under this Agreement is in the nature of "work for hire". Consultant expressly agrees that all data, electronic or paper documents, models, programs, methods, inventions, innovations, reports or other work product of any kind and all works based upon, derived from, or incorporating the foregoing which have been, or will be, prepared by the Consultant within the scope of the consulting services provided hereunder, including any contribution (whether individual or collaborative) to such materials created by the Consultant in the course of providing the Services (collectively "Innovations") shall be deemed "works for hire" and shall be the shall be the sole and exclusive property of the Client. "Innovations" shall also include any work product incorporating, utilizing or based-upon any of the Client's confidential information. The Consultant hereby irrevocably assigns and/or agrees to irrevocably assign to the Client, its successors and assigns, any and all of its right, title and interest in and to any and all Innovations and to any copyright, trademark, patent applications or Letters Patent thereon developed for and during the performance of the Services for the Client. The Consultant agrees to execute whatever documents may be reasonably necessary at the Client's request, and without further compensation, in order to assign the rights in any such Innovations to the Client. Notwithstanding the foregoing and those confidentiality requirements set forth above, nothing in this clause shall affect the Consultant's rights to any data, electronic or paper documents, models, programs, methods, inventions, innovations, reports or other work product, independently developed by the Consultant while not engaged in or for the performance of the Services, whether during, before or after the term of this agreement.
Intellectual Property and Work Product a. All work (preliminary, draft, and final) performed by the FIRM under this Agreement is the property of the CITY. The CITY will own any and all data, documents, working papers, computer programs, photographs, and other material produced by the FIRM pursuant to this Agreement, and the FIRM hereby assigns and transfers to the CITY any and all intellectual property rights for such materials. The FIRM will provide the CITY with copies of all such materials including, without limitation, any research memoranda prepared under this Agreement. Under no circumstances, including pending disputes between the CITY and the FIRM, will the FIRM fail to deliver possession of said documents and materials to the CITY upon demand.
b. The FIRM agrees to indemnify, pay the defense costs of, and hold the CITY harmless from any and all claims, demands, costs, liabilities, losses, expenses, and damages (including attorneys’ fees, costs, and expert witnesses’ fees) arising out of or in connection with this Agreement that sound in an intellectual property claim (including but not limited to patent, copyright, trademark, trade name, or trade secret infringement).
c. This Section specifically survives the expiration or termination of this Agreement.
Intellectual Property and Work Product. All work product produced by Consultant in the course of a Project shall be owned solely and exclusively by Client and shall be considered work-for-hire under all applicable laws, including without limitation the Copyright Act. In BTG’s agreement with Consultant, BTG obligates Consultant to assist Client in protecting its proprietary information including, but not limited to, executing all reasonably necessary Client documents regarding work product, ownership of intellectual property, and the like, at Client’s request. Consultant is also required to disclose in writing any intellectual property interest(s) Consultant has that might reasonably be expected to relate to the Project. Consultant is obliged to make such disclosure prior to commencement of a Project or immediately upon Consultant recognizing such relevancy. Consultant and BTG retain full rights of ownership and use in any programs, products, inventions, methodologies, reports, studies, data, diagrams, charts, specifications, works or materials which have been independently created and/or developed by Consultant or BTG prior to or independent of the services provided under this Agreement, as evidenced by competent written documentation of Consultant or BTG, and such materials shall not be considered work product for the purposes of this Agreement, but shall be considered “Independent Materials.” BTG hereby grants, and shall cause Consultant to grant, to Client an unlimited, non-exclusive, irrevocable, royalty-free, worldwide license, with right to sublicense, to use, make, and sell such Independent Materials to the extent that such license is required to enable Client to make use of the services hereunder without encumbrance, including without limitation any deliverables and work product.
Intellectual Property and Work Product. Contractor expressly agrees that Company retains the right, in its sole and absolute discretion, to control and maintain the manner in which Company’s intellectual property are administered, delivered, marketed and/or presented. All intellectual property associated with or work-product produced pursuant this Agreement shall remain the property of Company. Contractor shall not retain ownership of any intellectual property or work-product with respect to this Agreement. All work by Contractor shall be on a “work for hire” basis and ownership of the work-product shall vest solely in the Company.
Intellectual Property and Work Product. Employee expressly agrees that Company retains the right, in its sole and absolute discretion, to control and maintain the manner in which Company’s intellectual property are administered, delivered, marketed and/or presented. All intellectual property associated with or work-product produced pursuant this Agreement shall remain the property of Company. Employee shall not retain ownership of any intellectual property or work-product with respect to this Agreement. All work by Employee shall be on a “work for hire” basis and ownership of the work- product shall vest solely in the Company. Accordingly, Company retains all right, ownership, and interest in any work-product with respect to this Agreement or materials provided by Company to Employee hereunder, and in any copyright, trademark, or other intellectual property in such work-product with respect to this Agreement or materials provided hereunder. To the extent Employee incorporates any of his/her/its preexisting work into the work performed for Company, Employee grants to Company an irrevocable, nonexclusive, perpetual, royalty-free, and fully paid-up license to use, copy, distribute, perform, display, modify, and prepare derivative works of such Employee’s preexisting work for Company, in perpetuity and throughout the Universe. Similarly, Employee hereby grants to Company an irrevocable, nonexclusive, perpetual, royalty-free, and fully paid-up, right and license to use, copy, distribute, perform, display, modify and prepare derivative works of the works generated as a result of this Agreement and to sublicense any of the foregoing rights, in perpetuity and throughout the Universe. Nothing in this Agreement shall be construed to grant Employee any rights, ownership or interest in the work-product with respect to this Agreement or materials provided hereunder, or in the underlying intellectual property. Company’s intellectual property and original materials shall be provided to the Employee for his/her/its use only and a single-user license. Employee shall not be authorized to share, copy, distribute, or otherwise disseminate any materials received from Company electronically or otherwise without the prior written consent of the Company. If for any reason any work-product with respect to this Agreement is/are deemed not to be a “work for hire,” then all rights whether known or unknown in and to such work-product shall be deemed assigned to Company in its/their entirety, in perpetuity and throughout the...
Intellectual Property and Work Product
