Intellectual Property of the Company. Employee agrees:
4.2.1 That all Intellectual Property, and all notes, drawings, software, prototypes or other objects, information or writings relating thereto are the sole property of Company;
4.2.2 To communicate and explain to the Company, promptly and fully, all Intellectual Property;
4.2.3 To execute and deliver to Company such assignments or other documents as may be reasonably required to evidence or confirm the ownership of all Intellectual Property by the Company;
4.2.4 To perform such acts and execute such documents as may be reasonably required to allow the Company to prosecute an application for patent or registration of copyright on any such Intellectual Property, from the United States and from any other government, and to cooperate fully with the Company in the prosecution of any such application or registration, which obligation shall survive the termination of Employee's employment with the Company.
4.2.5 All inventions or discoveries, if any, patented or unpatented, which Employee has made prior to this employment by the Company are described on Exhibit A. All Intellectual Property other than those items specifically described on Exhibit A shall constitute the property of the Company.
Intellectual Property of the Company. As additional consideration for the execution and delivery of this Agreement and only to the extent not already obligated to do so with respect to the Company and without limitation to any other agreement Employee has with the Company with respect to the following matters:
(a) Employee agrees to disclose in writing to the Company all source code, passwords, inventions, products, designs, drawings, notes, information, documentation, improvements, works of authorship, processes, techniques, know-how, technical specifications, hardware, computer programs, databases, user interfaces, encoding techniques, and other materials or innovations of any kind that Employee has made, conceived, developed or reduced to practice, alone or jointly with others, in connection with Employee’s term of service to the Company prior to the Separation Date or that resulted from or that related thereto, whether or not they are eligible for patent, copyright, mask work, trade secret, trademark or other legal protection (“Innovations”).
(b) Employee and the Company agree that, to the fullest extent legally possible, all Innovations (as defined in Section 8(a)) will be “works for hire” as that term is defined in Section 101 of the 1976 Copyright Act, and shall be owned exclusively by the Company. Employee agrees that, regardless of whether the Innovations are legally works for hire, all Innovations will be the sole and exclusive property of the Company. Employee hereby irrevocably transfers and assigns to the Company, and agrees to irrevocably transfer and assign to the Company, all of Employee’s right, title and interest in and to the Innovations, including all worldwide patent rights (including patent applications and disclosures), copyright rights, mask work rights, trade secret rights, know-how, and any and all other intellectual property or proprietary rights therein (collectively, “Intellectual Property Rights”). At the Company’s request and expense, during and after the term of this Agreement, Employee will assist and cooperate with the Company in all respects and will execute documents (including, without limitation, assignments as to any Intellectual Property Rights which become the property of the Company pursuant to this Section 8) and, subject to the reasonable availability of Employee, will give testimony and take such further acts reasonably requested by the Company to enable the Company to acquire, transfer, maintain, perfect and enforce its Intellectual Property Rights...
Intellectual Property of the Company. The Company shall retain, obtain or acquire, and thereafter preserve (including, but not limited to, placing trademark notices on all Content, advertising materials and any products which the Company may distribute), trademarks and/or service marks in the name of the Company with respect to the Company products. Except for such licenses as may be expressly granted to U S West in or pursuant to any Transaction Document, any and all intellectual property now owned or hereafter developed by the Company for the Dive-In Project or the High Bandwidth Project pursuant to this Agreement shall be the exclusive property of the Company. The right, title and interest in and to any intellectual property developed jointly by U S West and the Company or funded in whole or in part by U S West, in addition to the investment hereunder, shall be negotiated in a separate written agreement between the Parties.
Intellectual Property of the Company. (a) Except for inbound non-exclusive “shrink wrap” or “clickwrap” software licenses for Standard Software, and inbound licenses or restricted use provisions that arise out of the purchase of off-the-shelf reagents from suppliers or through catalogs, all material Company 73
Intellectual Property of the Company. The Company possesses all proprietary rights, the failure to possess which would have a Material Adverse Effect on the Company, including without limitation patents, trade secrets, technology, know-how, copyrights, trademarks, trade names, and rights to any of the foregoing, to carry on its business as now being conducted without conflict with valid proprietary rights of others. Schedule 4.11 contains an accurate and complete list of all such proprietary rights (the "Proprietary Rights"). Except as set forth on Schedule 4.11, (i) the Company has good and valid title to, or licenses pursuant to valid license agreements to use, all of the Proprietary Rights, (ii) there have been no claims made against the Parent or the Company for the assertion of the invalidity, abuse, misuse, or unenforceability of any of such rights, and to the Knowledge of the Parent or the Company, there are no grounds for the same, (iii)neither the Parent nor the Company has received a notice of conflict with the asserted rights of others within the last five years, and (iv) to the Knowledge of the Parent or the Company, the conduct by the Parent or the Company of the Company's business has not materially infringed any such rights of others.
Intellectual Property of the Company. Employee agrees:
4.2.1 That all Intellectual Property, and all notes, drawings, software, prototypes or other objects, information or writings relating thereto are the sole property of Company;
4.2.2 To communicate and explain to the Company, promptly and fully, all Intellectual Property; 4.
Intellectual Property of the Company. All intellectual property developed and created by the Company, including, but not limited to, trademarks, trade names, copyrights or licensing rights, shall be the property of the Company.
Intellectual Property of the Company. As additional consideration for the execution and delivery of this Agreement to the extent not already obligated to do so with respect to the Company and without limitation to any other agreement Employee has with the Company with respect to the following matters:
a. Employee agrees to disclose in writing to the Company all source code, passwords, inventions, products, designs, drawings, notes, information, documentation, improvements, works of authorship, processes, techniques, know-how, technical specifications, hardware, computer programs, databases, user interfaces, encoding techniques, and other materials or innovations of any kind that Employee has made, conceived, developed or reduced to practice, alone or jointly with others, in connection with Employee’s term of service to the Company prior to the Separation Date or that resulted from or that related thereto, whether or not they are eligible for patent, copyright, mask work, trade secret, trademark or other legal protection (“Innovations”).
Intellectual Property of the Company. The Company shall take measures to protect its intellectual property rights that it creates or develops in the course of its business activities. The Company shall establish a system for identifying, filing and/or registering all relevant intellectual property rights developed by the employees of the Company in the name of the Company. Specifically, the Company shall procure that all employees of the Company (including the management team) enter into standardized employment contracts and Confidential Information and Invention Assignment Agreement so as to ensure that as far as possible under applicable Law, the benefits of all inventions by the employees of the Company shall be reserved to, and shall be the property of, the Company.
Intellectual Property of the Company. The name "Amen Wardy Home ------------------------------------ Stores" shall be the sole property of the Company. Except as provided in Section 5.1(h)(x) hereof, any agreement including, without limitation, any ----------------- rights under trademark (including, but not limited to, the name "Amen Wardy Home Stores"), copyright, patent, trade secrets, know-how or other proprietary rights, to permit the use of any intellectual property of the Company by assignment, license or otherwise shall be made by a vote of the majority of the Board of Managing Directors. Amen Wardy, Sr., Amen Wardy, Jr. and Amen Wardy Inc. each hereby immediately and irrevocably sells, assigns and conveys to the Company manufacturing sources and information, customer lists and other know-how related to the Aspen Store and certain trademarks; provided, however that Amen Wardy, Sr., Amen Wardy, Jr. and Amen Wardy, Inc. reserve the right to use such manufacturing sources and customer lists in connection with the Aspen Store as currently operated in all material respects. In connection with such assignment, and with the sale and assignment of the Catalog Business as set forth in Article XII hereto, Amen Wardy, Sr., Amen Wardy, Jr. and Amen Wardy Inc. each hereby immediately and irrevocably sells, assigns and conveys to the Company (i) all right and title worldwide to the trademark "Amen Wardy" and the right to use the name "Amen Wardy", "Amen", "
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