Inventions and Discoveries. (a) You acknowledge and agree that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”), whether patentable or unpatentable, (i) that relate to your work with the Company Group, made or conceived by you, solely or jointly with others, during the Engagement Term; provided that any Inventions which are made, disclosed, reduced to tangible or written form or description or are reduced to practice by you after the Engagement Term and which pertain to the business carried on or products or services being sold or developed by the Company Group at the time of the expiration of the Engagement Term and which were, or are derived from, Inventions worked on or developed by you during the Engagement Term, shall be presumed to have been made during the Engagement Term, or (ii) that are reasonably suggested by any work that you perform in connection with the Company Group, either while performing your duties with the Company Group or on your own time, but only insofar as the Inventions are related to your work as an employee or other service provider to the Company Group, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. (b) You will keep adequate written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose in writing to the Company all material information relating to Inventions. The Records shall be the sole and exclusive property of the Company, and you will surrender them upon the termination of your Engagement Term, or upon the Company’s request. (c) You will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to your Engagement Term, together with the right to file, in your name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). You will, at any time during and subsequent to the Engagement Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions, and you will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to you from the Company Group, but, in each case, entirely at the Company’s expense. You will also provide any information, such as passwords or codes, necessary to allow the Company Group to fully utilize its property. (d) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright law of the United States, on behalf of the Company and you agree that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to you. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, you hereby irrevocably convey, transfer and assign to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including without limitation, all of your right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including without limitation the right to receive all proceeds and damages therefrom. In addition, you hereby waive any so-called “moral rights” with respect to the Inventions. (e) You hereby waive any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to your benefit by virtue of you being an employee of or other service provider to the Company Group.
Appears in 6 contracts
Samples: Severance Protection Agreement (Marketaxess Holdings Inc), Severance Protection Agreement (Marketaxess Holdings Inc), Severance Protection Agreement (Marketaxess Holdings Inc)
Inventions and Discoveries. (a) You acknowledge and agree that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”), whether patentable or unpatentable,
(i) that relate to your work with the Company Group, made or conceived by you, solely or jointly with others, during the Engagement Term; provided that any Inventions which are made, disclosed, reduced to tangible or written form or description or are reduced to practice by you after the Engagement Term and which pertain to the business carried on or products or services being sold or developed by the Company Group at the time of the expiration of the Engagement Term and which were, or are derived from, Inventions worked on or developed by you during the Engagement Term, shall be presumed to have been made during the Engagement Term, or
(ii) that are reasonably suggested by any work that you perform in connection with the Company Group, either while performing your duties with the Company Group or on your own time, but only insofar as the Inventions are related to your work as an employee or other service provider to the Company Group, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon.
(b) You will keep adequate written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose in writing to the Company all material information relating to Inventions. The Records shall be the sole and exclusive property of the Company, and you will surrender them upon the termination of your Engagement Term, or upon the Company’s request.
(c) You will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to your Engagement Term, together with the right to file, in your name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). You will, at any time during and subsequent to the Engagement Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions, and you will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to you from the Company Group, but, in each case, entirely at the Company’s expense. You will also provide any information, such as passwords or codes, necessary to allow the Company Group to fully utilize its property.
(d) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright law of the United States, on behalf of the Company and you agree that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to you. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, you hereby irrevocably convey, transfer and assign to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including without limitation, all of your right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including without limitation the right to receive all proceeds and damages therefrom. In addition, you hereby waive any so-called “moral rights” with respect to the Inventions.
(e) You hereby waive any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to your benefit by virtue of you being an employee of or other service provider to the Company Group.
Appears in 2 contracts
Samples: Proprietary Information and Non Competition Agreement (Marketaxess Holdings Inc), Proprietary Information and Non Competition Agreement
Inventions and Discoveries. The Employee agrees to fully and freely (a) You acknowledge and agree that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”), whether patentable or unpatentable,
(i) that relate to your work with the Company Group, made or conceived by you, solely or jointly with others, during the Engagement Term; provided that any Inventions which are made, disclosed, reduced to tangible or written form or description or are reduced to practice by you after the Engagement Term and which pertain to the business carried on or products or services being sold or developed by the Company Group at the time of the expiration of the Engagement Term and which were, or are derived from, Inventions worked on or developed by you during the Engagement Term, shall be presumed to have been made during the Engagement Term, or
(ii) that are reasonably suggested by any work that you perform in connection with the Company Group, either while performing your duties with the Company Group or on your own time, but only insofar as the Inventions are related to your work as an employee or other service provider without expense to the Company Group, shall belong exclusively during the Term) communicate to the Company (or its designee), whether or not patent applications are filed thereon.
(b) You will keep adequate written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose in writing the Employee assigns to the Company Company, all material information relating to InventionsIntangible Property. The Records All Intangible Property shall be the sole and exclusive property of the CompanyCompany and, and you will surrender them upon the termination of your Engagement Term, or upon the Company’s request.
(c) You will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to your Engagement Term, together with the right to file, in your name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). You will, request at any time during and subsequent to the Engagement Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested or from time to time by during the Company with respect to term or after the Inventionstermination of the Employee's employment, and you will also execute assignments the Employee shall deliver to the Company all designs, drawings, sketches, models, prototypes, notes and other data and records relating to the Intangible Property, that may be in his possession or otherwise available to him. The Employee agrees that he will at all times (both during the continuance of his employment hereunder and at all times thereafter provided the Company pays for all reasonable and approved expenses related thereto) take all action and execute and file all such documents to assist the Company or its designee) assignees in every way to protect the rights of the ApplicationsCompany or its assignees under this paragraph and to vest in the Company or its assignees the entire right, title, interest and give benefits (including without limitation patent and copyright rights) in and to any and all of the Intangible Property. The Employee shall not (either during the continuance of his employment hereunder or at any time thereafter) disclose any of the Intangible Property to any person, firm or company or use any of the Intangible Property for his own purposes, to the detriment of the Company or for any purpose other than those of the Company and its attorneys all reasonable assistance (including affiliates. Without limiting the giving of testimony) to obtain the Inventions for its benefitforegoing, all without additional compensation to you from Employee recognizes and understands that Employee’s duties at the Company Group, but, in each case, entirely at may include the Company’s expense. You will also provide any information, such as passwords or codes, necessary to allow the Company Group to fully utilize its property.
(d) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright law preparation of the United States, on behalf of the Company and you agree that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to you. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, you hereby irrevocably convey, transfer and assign to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including without limitation, all of your right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereofmaterials, including without limitation written or graphic materials, and that any such materials conceived or written by Employee shall be done as "work made for hire as defined and used in the right to receive all proceeds and damages therefromUnited States Copyright Act of 1976, 17 U.S.C. § et seq.". In additionthe event of publication of such materials, you hereby waive any so-called “moral rights” with respect to Employee understands that since the Inventions.
(e) You hereby waive any work is a "work made for hire", the Company will solely retain and own all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereonsaid materials, including, without limitation, any rights that would otherwise accrue to your benefit by virtue including right of you being an employee of or other service provider to the Company Groupcopyright.
Appears in 2 contracts
Samples: Employment Agreement (Neutron Enterprises Inc), Employment Agreement (Neutron Enterprises Inc)
Inventions and Discoveries. The Employee agrees to fully and freely (a) You acknowledge and agree that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”), whether patentable or unpatentable,
(i) that relate to your work with the Company Group, made or conceived by you, solely or jointly with others, during the Engagement Term; provided that any Inventions which are made, disclosed, reduced to tangible or written form or description or are reduced to practice by you after the Engagement Term and which pertain to the business carried on or products or services being sold or developed by the Company Group at the time of the expiration of the Engagement Term and which were, or are derived from, Inventions worked on or developed by you during the Engagement Term, shall be presumed to have been made during the Engagement Term, or
(ii) that are reasonably suggested by any work that you perform in connection with the Company Group, either while performing your duties with the Company Group or on your own time, but only insofar as the Inventions are related to your work as an employee or other service provider without expense to the Company Group, shall belong exclusively during the Term) communicate to the Company (or its designee), whether or not patent applications are filed thereon.
(b) You will keep adequate written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose in writing the Employee assigns to the Company Company, all material information relating to InventionsIntangible Property. The Records All Intangible Property shall be the sole and exclusive property of the CompanyCompany and, and you will surrender them upon the termination of your Engagement Term, or upon the Company’s request.
(c) You will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to your Engagement Term, together with the right to file, in your name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). You will, request at any time during and subsequent to the Engagement Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested or from time to time by during the Company with respect to term or after the Inventionstermination of the Employee's employment, and you will also execute assignments the Employee shall deliver to the Company all designs, drawings, sketches, models, prototypes, notes and other data and records relating to the Intangible Property, that may be in his possession or otherwise available to him. The Employee agrees that he will at all times (both during the continuance of his employment hereunder and at all times thereafter provided the Company pays for all reasonable and approved expenses related thereto) take all action and execute and file all such documents to assist the Company or its designee) assignees in every way to protect the rights of the ApplicationsCompany or its assignees under this paragraph and to vest in the Company or its assignees the entire right, title, interest and give benefits (including without limitation patent and copyright rights) in and to any and all of the Intangible Property. The Employee shall not (either during the continuance of his employment hereunder or at any time thereafter) disclose any of the Intangible Property to any person, firm or company or use any of the Intangible Property for his own purposes, to the detriment of the Company or for any purpose other than those of the Company and its attorneys all reasonable assistance (including affiliates. Without limiting the giving of testimony) to obtain the Inventions for its benefitforegoing, all without additional compensation to you from Employee recognizes and understands that Employee's duties at the Company Group, but, in each case, entirely at may include the Company’s expense. You will also provide any information, such as passwords or codes, necessary to allow the Company Group to fully utilize its property.
(d) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright law preparation of the United States, on behalf of the Company and you agree that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to you. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, you hereby irrevocably convey, transfer and assign to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including without limitation, all of your right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereofmaterials, including without limitation written or graphic materials, and that any such materials conceived or written by Employee shall be done as "work made for hire as defined and used in the right to receive all proceeds and damages therefromUnited States Copyright Act of 1976, 17 U.S.C. ss. et seq.". In additionthe event of publication of such materials, you hereby waive any so-called “moral rights” with respect to Employee understands that since the Inventions.
(e) You hereby waive any work is a "work made for hire", the Company will solely retain and own all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereonsaid materials, including, without limitation, any rights that would otherwise accrue to your benefit by virtue including right of you being an employee of or other service provider to the Company Groupcopyright.
Appears in 2 contracts
Samples: Employment Agreement (Northern Ethanol, Inc.), Employment Agreement (Northern Ethanol, Inc.)
Inventions and Discoveries. The Employee agrees to fully and freely (a) You acknowledge and agree that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”), whether patentable or unpatentable,
(i) that relate to your work with the Company Group, made or conceived by you, solely or jointly with others, during the Engagement Term; provided that any Inventions which are made, disclosed, reduced to tangible or written form or description or are reduced to practice by you after the Engagement Term and which pertain to the business carried on or products or services being sold or developed by the Company Group at the time of the expiration of the Engagement Term and which were, or are derived from, Inventions worked on or developed by you during the Engagement Term, shall be presumed to have been made during the Engagement Term, or
(ii) that are reasonably suggested by any work that you perform in connection with the Company Group, either while performing your duties with the Company Group or on your own time, but only insofar as the Inventions are related to your work as an employee or other service provider without expense to the Company Group, shall belong exclusively during the Term) communicate to the Company (or its designee), whether or not patent applications are filed thereon.
(b) You will keep adequate written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose in writing the Employee assigns to the Company Company, all material information relating to InventionsIntangible Property. The Records All Intangible Property shall be the sole and exclusive property of the CompanyCompany and, and you will surrender them upon the termination of your Engagement Term, or upon the Company’s request.
(c) You will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to your Engagement Term, together with the right to file, in your name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). You will, request at any time during and subsequent to the Engagement Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested or from time to time by during the Company with respect to term or after the Inventionstermination of the Employee's employment, and you will also execute assignments the Employee shall deliver to the Company all designs, drawings, sketches, models, prototypes, notes and other data and records relating to the Intangible Property, that may be in his possession or otherwise available to him. The Employee agrees that he will at all times (both during the continuance of his employment hereunder and at all times thereafter provided the Company pays for all reasonable and approved expenses related thereto) take all action and execute and file all such documents to assist the Company or its designee) assignees in every way to protect the rights of the ApplicationsCompany or its assignees under this paragraph and to vest in the Company or its assignees the entire right, title, interest and give benefits (including without limitation patent and copyright rights) in and to any and all of the Intangible Property. The Employee shall not (either during the continuance of his employment hereunder or at any time thereafter) disclose any of the Intangible Property to any person, firm or company or use any of the Intangible Property for his own purposes, to the detriment of the Company or for any purpose other than those of the Company and its attorneys all reasonable assistance (including affiliates. Without limiting the giving of testimony) to obtain the Inventions for its benefitforegoing, all without additional compensation to you from Employee recognizes and understands that Employee 's duties at the Company Group, but, in each case, entirely at may include the Company’s expense. You will also provide any information, such as passwords or codes, necessary to allow the Company Group to fully utilize its property.
(d) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright law preparation of the United States, on behalf of the Company and you agree that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to you. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, you hereby irrevocably convey, transfer and assign to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including without limitation, all of your right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereofmaterials, including without limitation written or graphic materials, and that any such materials conceived or written by Employee shall be done as "work made for hire as defined and used in the right to receive all proceeds and damages therefromUnited States Copyright Act of 1976, 17 U.S.C. ss. et seq.". In additionthe event of publication of such materials, you hereby waive any so-called “moral rights” with respect to Employee understands that since the Inventions.
(e) You hereby waive any work is a "work made for hire", the Company will solely retain and own all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereonsaid materials, including, without limitation, any rights that would otherwise accrue to your benefit by virtue including right of you being an employee of or other service provider to the Company Groupcopyright.
Appears in 2 contracts
Samples: Employment Agreement (Beaconsfield I Inc), Employment Agreement (Beaconsfield I Inc)
Inventions and Discoveries. (a) You acknowledge and agree that all All discoveries, ideas, methodscreations, inventionsinventions and properties, discoverieswritten or oral, improvements, work products or developments (“Inventions”), whether patentable or unpatentable,
which the Executive (i) that relate to your work creates, conceives, discovers, develops, invents or uses during the Executive’s employment with the Company Group, made whether or conceived by younot created, solely conceived, discovered, developed or jointly with othersinvented during regular working hours, during the Engagement Term; provided that any Inventions or which are made, disclosed, reduced to tangible or written form or description or are reduced to practice by you after the Engagement Term and which pertain to the business carried on or products or services being sold or developed by the Company Group at the time of the expiration of the Engagement Term and which were, or are derived from, Inventions worked on or developed by you during the Engagement Term, shall be presumed to have been made during the Engagement Term, or
(ii) that are reasonably suggested created conceived, discovered, developed invented or used by any work that you perform another employee, whether or not in connection with the Company GroupExecutive’s employment, either while performing your duties with will be the sole and absolute property of the Company Group or on your own time(subsections (i) and (ii) collectively, but only insofar as the Inventions are related to your work as an employee or other service provider to the Company Group, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon.
(b) You will keep adequate written records (the “RecordsDiscoveries”), in the manner prescribed by the Company, of all Inventions. The Executive will not have, and will promptly disclose not claim to have, any right, title or interest of any kind or nature whatsoever in writing or to any such Discoveries. For the avoidance of doubt, the Executive hereby assigns to the Company all material information relating to Inventions. The Records shall be the sole and exclusive property of the Companyrights, title, and you will surrender them upon the termination of your Engagement Term, or upon the Company’s request.
(c) You will assign interest in and to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to your Engagement Term, together with the right to file, in your name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). You will, at any time during and subsequent to the Engagement Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions, and you will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to you from the Company Group, but, in each case, entirely at the Company’s expense. You will also provide any information, such as passwords or codes, necessary to allow the Company Group to fully utilize its property.
(d) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright law of the United States, on behalf of the Company and you agree that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to yousame. If the Inventionsany Discoveries, or any portion thereof, are deemed copyrightable, they shall be a “work made for hire,” as such term has meaning in the copyright laws of the United States.
(b) The previous paragraph shall not apply to be Work any Discoveries (i) for Hirewhich no equipment, you hereby irrevocably conveysupplies, transfer facility or trade secret information of the Company Group or any customer were used and assign which were developed entirely on the Executive’s own time, (ii) which do not relate to the Company, all rights, in all media now known business of the Company Group or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including without limitation, all of your right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including without limitation, all rights that of any kind customer of the Company Group and (iii) which do not result from any work performed for the Company Group or any nature now or hereafter recognizedcustomers.
(c) The Executive will cooperate fully with the Company Group, including without limitationboth during and after the Executive’s employment with the Company Group, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including without limitation the right to receive all proceeds and damages therefrom. In addition, you hereby waive any so-called “moral rights” with respect to the Inventionsprocurement, maintenance and enforcement of copyrights, patents, and other intellectual property rights (both in the United States and other countries) relating to Discoveries. The Executive will not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company Group may deem necessary or desirable in order to protect its rights and interests in any Discoveries. If any member of the Company Group is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company is expressly authorized to execute any such papers as the Executive’s agent and attorney-in-fact, coupled with interest, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as the Executive’s agent and attorney-in-fact to execute any such papers on the Executive’s behalf and to take any and all other actions as the Company Group may deem necessary or desirable in order to protect its rights and interests in any Discoveries, under the conditions described in this sentence.
(ed) You This Section 9 does not apply to any invention that qualifies fully under the provisions of California Labor Code Section 2870. The Executive hereby waive acknowledges that she has received written notice of the provisions of California Labor Code Section 2870, which provides as follows:
(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any and all currently existing and future monetary of his or her rights in and an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies facilities, or trade secret information, except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the Inventions and all patents that may issue thereonemployer’s business, including, without limitation, or actual or demonstrably anticipated research or development of the employer; or (2) Result from any rights that would otherwise accrue work performed by the employee for the employer.
(b) To the extent a provision in an employment agreement purports to your benefit by virtue of you being require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of or other service provider to the Company Groupstate and is unenforceable.”
Appears in 2 contracts
Samples: Employment Agreement (Volt Information Sciences, Inc.), Employment Agreement (Volt Information Sciences, Inc.)
Inventions and Discoveries. (a) You acknowledge and agree that Subject to Section 4, the Consultant will promptly disclose in confidence to the Company all ideas, methods, inventions, discoveries, improvements, work products innovations, developments, concepts, designs, research methods and results, processes, formulae, compounds, products, works of authorship, trade secrets, know-how and creations (whether or developments (“Inventions”), whether not patentable or unpatentable,
subject to copyright or trade secret protection, and whether or not reduced to tangible form, memorialized or reduced to practice) (icollectively, “Developments”) that relate the Consultant makes, conceives or reduces to your work with the Company Grouppractice, made or has made, conceived by youor reduced to practice, solely either alone or jointly with others, during the Engagement Term; provided period of this Agreement and that any Inventions which are relate to or arise from Services performed by the Consultant for the Company (all of the Developments so made, disclosed, reduced to tangible conceived or written form or description or are reduced to practice by you after being referred to herein as “Covered Developments”). The foregoing notwithstanding, the Engagement Term Consultant and which pertain to the business carried on or products or services being sold or developed by the Company Group at specifically acknowledge and agree that all Developments made, conceived or reduced to practice under the time Sponsored Research Agreement to be entered into by and between the Company and Dartmouth College (the “Sponsored Research Agreement”) shall not be Covered Developments, and the ownership of the expiration of the Engagement Term and which were, or are derived from, Inventions worked on or developed by you during the Engagement Term, such Developments shall be presumed to have been made during the Engagement Term, or
(ii) that are reasonably suggested governed by any work that you perform in connection with the Company Group, either while performing your duties with the Company Group or on your own time, but only insofar as the Inventions are related to your work as an employee or other service provider to the Company Group, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereonsuch Sponsored Research Agreement.
(b) You will keep adequate written records (the “Records”)Subject to Section 4, in the manner prescribed by the Company, of all Inventions, and will promptly disclose in writing to the Company all material information relating to Inventions. The Records Covered Developments shall be the sole and exclusive property of the Company, and you will surrender them upon the termination of your Engagement Term, or upon the Company’s request.
(c) You will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to your Engagement Term, together with the right to file, in your name or in the name of the Company (or its designee), applications . All Covered Developments shall constitute works made for patents and equivalent rights (the “Applications”). You will, at any time during and subsequent to the Engagement Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions, and you will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to you from the Company Group, but, in each case, entirely at the Company’s expense. You will also provide any information, such as passwords or codes, necessary to allow the Company Group to fully utilize its property.
(d) In addition, the Inventions will be deemed Work for Hire, as such term is defined hire under the copyright law laws of the United StatesStates (except to the extent such Covered Developments cannot by law be works made for hire). To the extent the Covered Developments have not been previously assigned to the Company, on behalf of the Company and you agree that Consultant hereby assigns and, to the Company will extent any such assignment cannot be the sole owner of the Inventionsmade at present, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations hereby agrees to you. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, you hereby irrevocably convey, transfer and assign to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including without limitationfurther compensation, all of your right, title and interest in the copyrights (and to all Covered Developments and any and all renewalsrelated patents, revivals patent applications, copyrights, copyright applications, trademarks, trade names and extensions thereof) other proprietary rights in the United States and throughout the world. The foregoing assignment includes all moral rights that the Consultant may have in or to any Covered Development, and, to the Inventions, including without limitation, all extent any such rights of any kind or any nature now or hereafter recognized, including without limitationcannot by law be assigned, the unrestricted right Consultant hereby forever waives and agrees not to make modificationsassert such rights against the Company or its successors, adaptations assigns or licensees. The Consultant specifically agrees and revisions to acknowledges that the Inventionsforegoing assignment covers all results, to exploit outputs and allow others to exploit products of his Services for the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, Company prior to the date hereof, including without limitation in any capacity and all related copyrights, patents, trademarks or other proprietary rights, and that all such results, outputs and products shall be Covered Developments hereunder and the right sole property of the Company.
(c) The Consultant shall make and maintain adequate and current written records of all Covered Developments, which records shall be available to receive and remain the property of the Company at all proceeds times.
(d) During the term of this Agreement and damages therefromat all times thereafter, the Consultant will execute all documents and perform all lawful acts which are reasonably necessary to secure the Company’s rights hereunder and to carry out the intent of this Agreement. In additionWithout limiting the generality of the foregoing, you hereby waive the Consultant will assist the Company in any so-called “moral rights” reasonable manner to obtain for its own benefit patents, copyrights and other legal protections in any and all countries with respect to the Inventions.
(e) You hereby waive any Covered Developments, and all currently existing the Consultant will execute, when requested, patent and future monetary rights in other applications and assignments thereof to the Inventions Company, or persons designated by it, and all patents that may issue thereonany other lawful documents deemed necessary by the Company to carry out the purposes of this Agreement, and the Consultant will further assist the Company in every way to enforce any patents, copyrights and other legal protections obtained, including, without limitation, testifying in any rights suit or proceeding involving same. The Consultant will perform his obligations under this paragraph without further compensation, except for reimbursement of expenses incurred at the Company’s request and, with respect to any performance after termination of this Agreement, compensation at a reasonable rate for time actually spent by the Consultant at the Company’s request, provided that would otherwise accrue to your benefit by virtue any such performance after termination of you being an employee of or other service provider to this Agreement shall not significantly disrupt Consultant’s business, academic and/or personal affairs. In that regard, the Company Groupshall provide Consultant with as much advance notice of its need for Consultant’s cooperation as is reasonably practicable.
Appears in 1 contract
Samples: Consulting Agreement (Mascoma Corp)
Inventions and Discoveries. (a) You acknowledge and agree that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”), whether patentable or unpatentable,
(i) that relate to your work with the Company Group, made or conceived by you, solely or jointly with others, during the Engagement Term; provided that any Inventions which are made, disclosed, reduced to tangible or written form or description or are reduced to practice by you after the Engagement Term and which pertain to the business carried on or products or services being sold or developed by the Company Group at the time of the expiration of the Engagement Term and which were, or are derived from, Inventions worked on or developed by you during the Engagement Term, shall be presumed to have been made during the Engagement Term, or
(ii) that are reasonably suggested by any work that you perform in connection with the Company Group, either while performing your duties with the Company Group or on your own time, but only insofar as the Inventions are related to your work as an employee or other service provider to the Company Group, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon.
(b) You will keep adequate written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose in writing to the Company all material information relating to Inventions. The Records shall be the sole and exclusive property of the Company, and you will surrender them upon the termination of your Engagement Term, or upon the Company’s request.
(c) You will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to your Engagement Term, together with the right to file, in your name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). You will, at any time during and subsequent to the Engagement Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions, and you will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional additonal compensation to you from the Company Group, but, in each case, entirely at the Company’s expense. You will also provide any information, such as passwords or codes, necessary to allow the Company Group to fully utilize its property.
(d) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright law of the United States, on behalf of the Company and you agree that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to you. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, you hereby irrevocably convey, transfer and assign to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including without limitation, all of your right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx sxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including without limitation the right to receive all proceeds and damages therefrom. In addition, you hereby waive any so-called “moral rights” with respect to the Inventions.
(e) You hereby waive any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to your benefit by virtue of you being an employee of or other service provider to the Company Group.
Appears in 1 contract
Samples: Proprietary Information and Non Competition Agreement (Marketaxess Holdings Inc)
Inventions and Discoveries. (a) You acknowledge The Executive recognizes and agree agrees that all ideas, methodsinventions, inventionspatents, copyrights, copyright designs, trade secrets, trademarks, processes, discoveries, improvementsenhancements, software, source code, catalogues, prints, business applications, plans, writings, and other developments or improvements and all other intellectual property and proprietary rights and any derivative work products or developments based thereon (the “Inventions”)) made, whether patentable conceived, or unpatentable,
(i) that relate to your work with completed by the Company GroupExecutive, made alone or conceived by you, solely or jointly with others, during the Engagement Term; provided that any Inventions which are made, disclosed, reduced to tangible or written form or description or are reduced to practice by you after the Engagement Term and which pertain to the business carried on or products or services being sold or developed by the Company Group at the time term of the expiration of the Engagement Term and which were, or are derived from, Inventions worked on or developed by you during the Engagement Term, shall be presumed to have been made during the Engagement Term, or
(ii) that are reasonably suggested by any work that you perform in connection with the Company Group, either while performing your duties with the Company Group or on your own time, but only insofar as the Inventions are related to your work as an employee or other service provider to the Company Group, shall belong exclusively to the Company (or its designee)his employment, whether or not patent applications during working hours, that are filed thereon.
within the scope of the Company’s business operations or that relate to any of the Company’s work or projects (b) You will keep adequate written records (including any and all inventions based wholly or in part upon ideas conceived during the “Records”Executive’s employment with the Company), in the manner prescribed by the Company, of all Inventions, and will promptly disclose in writing to the Company all material information relating to Inventions. The Records shall be are the sole and exclusive property of the Company, and you . The Executive further agrees that (1) he will surrender them upon the termination of your Engagement Term, or upon the Company’s request.
(c) You will assign promptly disclose all Inventions to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to your Engagement Term, together with the right to file, in your name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). You will, at any time during and subsequent to the Engagement Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions, and you will also execute assignments hereby assigns to the Company (all present and future rights he has or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to you from the Company Group, but, may have in each case, entirely at the Company’s expense. You will also provide any information, such as passwords or codes, necessary to allow the Company Group to fully utilize its property.
(d) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright law of the United States, on behalf of the Company and you agree that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to you. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, you hereby irrevocably convey, transfer and assign to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the those Inventions, including without limitationlimitation those relating to patent, copyright, trademark or trade secrets; and (2) all of your rightthe Inventions eligible under the copyright laws are “work made for hire.” At the request of the Company, the Executive will do all things deemed by the Company to be reasonably necessary to perfect title and interest to the Inventions in the Company and to assist in obtaining for the Company such patents, copyrights (or other protection as may be provided under law and desired by the Company, including but not limited to executing and signing any and all renewalsrelevant applications, revivals assignments or other instruments. Notwithstanding the foregoing, pursuant to the Employee Patent Act, Illinois Public Act 83-493, the Company hereby notifies the Executive that the provisions of this Paragraph 9 shall not apply to any Inventions for which no equipment, supplies, facility or trade secret information of the Company was used and extensions thereofwhich were developed entirely on the Executive’s own time, unless (1) the Invention relates (i) to the Inventions, including without limitation, all rights business of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringementCompany, or other unauthorized use (ii) to actual or conduct in derogation demonstrably anticipated research or development of the InventionsCompany, known or unknown, prior to (2) the date hereof, including without limitation Invention results from any work performed by the right to receive all proceeds and damages therefrom. In addition, you hereby waive any so-called “moral rights” with respect to Executive for the InventionsCompany.
(e) You hereby waive any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to your benefit by virtue of you being an employee of or other service provider to the Company Group.
Appears in 1 contract
Inventions and Discoveries. (a) You acknowledge and agree that Subject to Section 4, the Consultant will promptly disclose in confidence to the Company all ideas, methods, inventions, discoveries, improvements, work products innovations, developments, concepts, designs, research methods and results, processes, formulae, compounds, products, works of authorship, trade secrets, know-how and creations (whether or developments (“Inventions”), whether not patentable or unpatentable,
subject to copyright or trade secret protection, and whether or not reduced to tangible form, memorialized or reduced to practice) (icollectively, “Developments”) that relate the Consultant makes, conceives or reduces to your work with the Company Grouppractice, made or has made, conceived by youor reduced to practice, solely either alone or jointly with others, during the Engagement Term; provided period of this Agreement and that any Inventions which are arise from Services performed by the Consultant for the Company (all of the Developments so made, disclosed, reduced to tangible conceived or written form or description or are reduced to practice by you after being referred to herein as “Covered Developments”). The foregoing notwithstanding, the Engagement Term Consultant and which pertain to the business carried on or products or services being sold or developed by the Company Group at specifically acknowledge and agree that all Developments made, conceived or reduced to practice under any Sponsored Research Agreement entered into by and between the time Company and the University of California in which the expiration Consultant is the principal researcher (a “Sponsored Research Agreement”) or that result directly from the Outside Consulting Engagements shall not be Covered Developments, and the ownership of the Engagement Term and which were, or are derived from, Inventions worked on or developed by you during the Engagement Term, such Developments shall be presumed to have been made during governed by such Sponsored Research Agreement or the Engagement Termterms and conditions of such Outside Consulting Engagements, or
(ii) that are reasonably suggested by any work that you perform in connection with the Company Group, either while performing your duties with the Company Group or on your own time, but only insofar as the Inventions are related to your work as an employee or other service provider to the Company Group, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereoncase may be.
(b) You will keep adequate written records (the “Records”)Subject to Section 4, in the manner prescribed by the Company, of all Inventions, and will promptly disclose in writing to the Company all material information relating to Inventions. The Records Covered Developments shall be the sole and exclusive property of the Company, and you will surrender them upon the termination of your Engagement Term, or upon the Company’s request.
(c) You will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to your Engagement Term, together with the right to file, in your name or in the name of the Company (or its designee), applications . All Covered Developments shall constitute works made for patents and equivalent rights (the “Applications”). You will, at any time during and subsequent to the Engagement Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions, and you will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to you from the Company Group, but, in each case, entirely at the Company’s expense. You will also provide any information, such as passwords or codes, necessary to allow the Company Group to fully utilize its property.
(d) In addition, the Inventions will be deemed Work for Hire, as such term is defined hire under the copyright law laws of the United StatesStates (except to the extent such Covered Developments cannot by law be works made for hire). To the extent the Covered Developments have not been previously assigned to the Company, on behalf of the Company and you agree that Consultant hereby assigns and, to the Company will extent any such assignment cannot be the sole owner of the Inventionsmade at present, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations hereby agrees to you. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, you hereby irrevocably convey, transfer and assign to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including without limitationfurther compensation, all of your right, title and interest in the copyrights (and to all Covered Developments and any and all renewalsrelated patents, revivals patent applications, copyrights, copyright applications, trademarks, trade names and extensions thereof) other proprietary rights in the United States and throughout the world. The foregoing assignment includes all moral rights that the Consultant may have in or to any Covered Development, and, to the Inventions, including without limitation, all extent any such rights of any kind or any nature now or hereafter recognized, including without limitationcannot by law be assigned, the unrestricted right Consultant hereby forever waives and agrees not to make modificationsassert such rights against the Company or its successors, adaptations assigns or licensees. The Consultant specifically agrees and revisions to acknowledges that the Inventionsforegoing assignment covers all results, to exploit outputs and allow others to exploit products of his Services for the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, Company prior to the date hereof, including without limitation in any capacity and all related copyrights, patents, trademarks or other proprietary rights, and that all such results, outputs and products shall be Covered Developments hereunder and the right sole property of the Company.
(c) The Consultant shall make and maintain adequate and current written records of all Covered Developments, which records shall be available to receive and remain the property of the Company at all proceeds times.
(d) During the term of this Agreement and damages therefromat all times thereafter, the Consultant will execute all documents and perform all lawful acts which are reasonably necessary to secure the Company’s rights hereunder and to carry out the intent of this Agreement. In additionWithout limiting the generality of the foregoing, you hereby waive the Consultant will assist the Company in any so-called “moral rights” reasonable manner to obtain for its own benefit patents, copyrights and other legal protections in any and all countries with respect to the Inventions.
(e) You hereby waive any Covered Developments, and all currently existing the Consultant will execute, when requested, patent and future monetary rights in other applications and assignments thereof to the Inventions Company, or persons designated by it, and all patents that may issue thereonany other lawful documents deemed necessary by the Company to carry out the purposes of this Agreement, and the Consultant will further assist the Company in every way to enforce any patents, copyrights and other legal protections obtained, including, without limitation, testifying in any rights suit or proceeding involving same. The Consultant will perform his obligations under this paragraph without further compensation, except for reimbursement of expenses incurred at the Company’s request and, with respect to any performance after termination of this Agreement, compensation at the agreed on rate for time actually spent by the Consultant at the Company’s request, provided that would otherwise accrue to your benefit by virtue any such performance after termination of you being an employee of or other service provider to this Agreement shall not significantly disrupt Consultant’s business, academic and/or personal affairs. In that regard, the Company Groupshall provide Consultant with as much advance notice of its need for Consultant’s cooperation as is reasonably practicable.
Appears in 1 contract
Samples: Consulting Agreement (Mascoma Corp)
Inventions and Discoveries. (a) You acknowledge Employee hereby assigns, transfers and agree that conveys to Company all of Employee’s right, title and interest to, and shall promptly disclose to the Board of Directors of Company, all ideas, methods, inventions, discoveries, improvementsor improvements (whether or not patentable) conceived or developed solely, work products or developments (“Inventions”), whether patentable or unpatentable,
(i) that relate to your work with the Company Group, made or conceived by you, solely or jointly with others, by Employee during the Engagement Term; provided his Term of employment, (a) that any Inventions which are made, disclosed, reduced to tangible relate directly or written form or description or are reduced to practice by you after the Engagement Term and which pertain indirectly to the business carried on or products or services being sold or developed by the of Company Group at the time of the expiration of the Engagement Term and which were, or are derived from, Inventions worked on or developed by you during the Engagement Term, shall be presumed to have been made during the Engagement Term, or
(ii) that are reasonably suggested by any work that you perform in connection with the Company Group, either while performing your duties with the Company Group or on your own time, but only insofar as the Inventions are related to your work as an employee or other service provider to the Company Group, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon.
(b) You will keep adequate written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose in writing to the Company all material information relating to Inventions. The Records shall be the sole and exclusive property of the Company, and you will surrender them upon the termination of your Engagement Term, or upon the Company’s request.
(c) You will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to your Engagement Term, together with the right to file, in your name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). You will, affiliates as conducted at any time during and subsequent his Term of employment, (b) which relate to the Engagement Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the actual or anticipated research or development activities of Company with respect to the Inventions, and you will also execute assignments to the Company (or its designeeaffiliates, (c) which result from any work performed by Employee for Company or its affiliates; or (d) for which Confidential Information of Company or its affiliates was used. Upon the Applications, and give the request of Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to you from the Company Group, but, in each case, entirely at the Company’s expensesole cost, Employee shall execute and deliver to Company any and all instruments, documents and papers, give evidence and do any and all other acts which Company deems necessary or desirable to document such assignment, transfer and conveyance, or to enable Company or its affiliates to file and prosecute applications for, and to acquire, maintain and enforce, any and all patents, trademark registrations or copyrights under United States or foreign law with respect to any such discoveries, or to obtain any extension, validation, reissue, continuance or renewal of any such patent, trademark or copyright. You will also provide any information, such as passwords or codes, necessary to allow the Company Group to fully utilize its property.
(d) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright law of the United States, on behalf of the Company and you agree that the Company will be responsible for the sole owner preparation and cost of any such instruments, document and papers and shall reimburse Employee for all reasonable expenses incurred by him in complying with the Inventionsprovisions of this Paragraph 10; provided, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without Employee shall not be entitled to any further compensation or consideration for performance of his obligations under this Paragraph 10. The obligations of Employee under this Paragraph 10 shall apply to you. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, you hereby irrevocably convey, transfer and assign to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including without limitation, all of your right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including without limitation the right to receive all proceeds and damages therefrom. In addition, you hereby waive any so-called “moral rights” with respect to the Inventions.
(e) You hereby waive any and all currently existing employment relationship between Company and future monetary rights in Employee, whether under this Agreement, at will or otherwise, and to shall survive the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to your benefit by virtue termination of you being an employee of or other service provider to the Company Groupthis Agreement.
Appears in 1 contract
Inventions and Discoveries. i. Subject to the Employee’s statutory rights under the Patents Act 1970 as amended and the Copyright Act 1957 and any other applicable legislation, any invention, discovery, process, design, plan, computer program, copyright work or other intellectual property work whatever, and any modification, enhancement or development of any existing such thing (a) You acknowledge and agree that all ideas, methods, inventions, discoveries, improvements, work products or developments (hereinafter referred to as “Inventions”), whether patentable or unpatentable,
(i) that relate to your work with the Company Group, made or conceived discovered by you, solely the Employee (whether alone or jointly with others, during ) while in the Engagement Term; provided that employment of the company in connection with or in any Inventions which are made, disclosed, reduced to tangible way affecting or written form or description or are reduced to practice by you after the Engagement Term and which pertain relating to the business carried on of the company or products capable of being use or services being sold or developed adapted for use therein shall forthwith be disclosed to the company and shall belong to and be the absolute property of the company.
ii. Is so required by the Company Group at the time of the expiration of the Engagement Term and which were, (whether before or are derived from, Inventions worked on or developed by you during the Engagement Term, shall be presumed to have been made during the Engagement Term, or
(ii) that are reasonably suggested by any work that you perform in connection with the Company Group, either while performing your duties with the Company Group or on your own time, but only insofar as the Inventions are related to your work as an employee or other service provider to the Company Group, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon.
(b) You will keep adequate written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose in writing to the Company all material information relating to Inventions. The Records shall be the sole and exclusive property of the Company, and you will surrender them upon after the termination of your Engagement Term, or upon the Company’s request.
(cAppointment) You will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to your Engagement Term, together with the right to file, in your name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). You will, at any time during and subsequent to the Engagement Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions, and you will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to you from the Company Group, but, in each case, entirely Employee shall at the Company’s expense. You will also provide any information, such as passwords apply or codesjoin in applying for letters patent, necessary to allow the Company Group to fully utilize its property.
(d) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright law of registration or other appropriate protection in the United StatesKingdom or elsewhere in the world, on behalf of the Company for any inventions, and you agree that the Company will be the sole owner of the Inventionsexecute all documents and do all other things necessary, expedient or desirable to vest such letters patent, registered rights or other protection when obtained, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to you. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, you hereby irrevocably convey, transfer and assign to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including without limitation, all of your right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including without limitation the right to receive all proceeds and damages therefrom. In addition, you hereby waive any so-called “moral rights” with respect to the Inventions.
(e) You hereby waive any and all currently existing and future monetary rights in and to the Inventions same, in the company as sole beneficial owner, and all patents that may issue thereonfor this purpose shall, includingat thecompany’s expense, without limitationtake or defend any proceedings to procure or defend such application, registration or protection.
iii. The Employee hereby irrevocably appoints the company to be his attorney in their name and on their behalf to execute any rights that would otherwise accrue such document or do any such thing, generally to your benefit by virtue use the Employee’s name for the purpose of you being an employee of or other service provider giving to the Company Groupcompany the full benefit of the provisions of this section. If any invention is not the property of the company, the company shall, subject to the provisions of the Patents Act 1977, have the right, if it so chooses, to acquire for itself or its nominee, the Employee’s rights in such invention and that on fair and reasonable terms to be agrees or settled by a single arbiter.
Appears in 1 contract
Samples: Non Disclosure and Intellectual Property Assignment Agreement
Inventions and Discoveries. (a) You acknowledge and agree that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”), whether patentable or unpatentable,
(i) that relate to your work with the Company Group, made or conceived by you, solely or jointly with others, during the Engagement Term; provided that any Inventions which are made, disclosed, reduced to tangible or written form or description or are reduced to practice by you after the Engagement Term and which pertain to the business carried on or products or services being sold or developed by the Company Group at the time of the expiration of the Engagement Term and which were, or are derived from, Inventions worked on or developed by you during the Engagement Term, shall be presumed to have been made during the Engagement Term, or
(ii) that are reasonably suggested by any work that you perform in connection with the Company Group, either while performing your duties with the Company Group or on your own time, but only insofar as the Inventions are related to your work as an employee or other service provider 6.3.1. The Employee hereby assigns to the Company Group, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon.
(b) You will keep adequate written records (the “Records”), in the manner prescribed by the Company, of designated affiliates all Inventions, and will promptly disclose in writing to the Company all material information relating to Inventions. The Records shall be the sole and exclusive property of the Company, and you will surrender them upon the termination of your Engagement Term, or upon the Company’s request.
(c) You will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to your Engagement Term, together with the right to file, in your name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). You will, at any time during and subsequent to the Engagement Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions, and you will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to you from the Company Group, but, in each case, entirely at the Company’s expense. You will also provide any information, such as passwords or codes, necessary to allow the Company Group to fully utilize its property.
(d) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright law of the United States, on behalf of the Company and you agree that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to you. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, you hereby irrevocably convey, transfer and assign to the Company, all Employee's rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including without limitation, all of your right, title and interest in the copyrights (and to all inventions, copyrightable works, Confidential Information, discoveries, processes, designs, works of authorship and other intellectual property and all renewalsimprovements on existing inventions, revivals discoveries, processes, designs, works and extensions thereof) other intellectual property made or discovered by the Employee during his employment with the Company (collectively, "Inventions").
6.3.2. Promptly upon the development, making, creation, or discovery of any invention, discovery, process, design, work, intellectual property or improvement, the Employee shall disclose the name to the InventionsCompany and shall execute and deliver to the Company such reasonable documents as the Company may request to confirm the assignment of the Employee's rights therein, including without limitationand if requested by the Company, all rights of shall assist the Company, and shall execute any kind necessary documents, at the Company's expense, in applying for and prosecuting any patents and any trademark or any nature now or hereafter recognized, including without limitationcopyright registration which may be available in respect thereof.
6.3.3. Notwithstanding the foregoing, the unrestricted right Company hereby notifies the Employee that the provisions of this 0 shall not apply to make modifications, adaptations any Inventions developed by the Employee and revisions which are not related to the Inventions, business of the Company or to exploit and allow others actual research or development of the Company.
6.3.4. The Employee further agrees that the wages provided for the Employee's services shall be his sole compensation for the assignment to exploit the Inventions and Company of all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including without limitation the right to receive all proceeds and damages therefrom. In addition, you hereby waive any so-called “moral rights” with respect to the Inventions.
(e) You hereby waive any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any other rights that would otherwise accrue to your benefit by virtue of you being an employee of or other service provider granted to the Company Groupunder this Agreement.
6.3.5. In case any Invention is described in a patent application or is disclosed to third parties by the Employee within one (1) year after termination of the Employee's employment hereunder and his retirement of his position in the Company, it shall be presumed that the Invention was conceived or made during the period of the Employee's employment for the Company, and the Invention shall be assigned to the Company as provided by this Agreement, provided it relates to the Employee's work with the Company.
Appears in 1 contract
Inventions and Discoveries. (a) You acknowledge and agree that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”), whether patentable or unpatentable,
(i) that relate to your work with the Company Group, made or conceived by you, solely or jointly with others, during the Engagement Term; Term; provided that any Inventions which are made, disclosed, reduced to tangible or written form or description or are reduced to practice by you after the Engagement Term and which pertain to the business carried on or products or services being sold or developed by the Company Group at the time of the expiration of the Engagement Term and which were, or are derived from, Inventions worked on or developed by you during the Engagement Term, shall be presumed to have been made during the Engagement Term, or
(ii) that are reasonably suggested by any work that you perform in connection with the Company Group, either while performing your duties with the Company Group or on your own time, but only insofar as the Inventions are related to your work as an employee or other service provider to the Company Group, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon.
(b) You will keep adequate written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose in writing to the Company all material information relating to Inventions. The Records shall be the sole and exclusive property of the Company, and you will surrender them upon the termination of your Engagement Term, or upon the Company’s request.
(c) You will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to your Engagement Term, together with the right to file, in your name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). You will, at any time during and subsequent to the Engagement Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions, and you will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to you from the Company Group, but, in each case, entirely at the Company’s expense. You will also provide any information, such as passwords or codes, necessary to allow the Company Group to fully utilize its property.
(d) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright law of the United States, on behalf of the Company and you agree that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to you. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, you hereby irrevocably convey, transfer and assign to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including without limitation, all of your right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including without limitation the right to receive all proceeds and damages therefrom. In addition, you hereby waive any so-called “moral rights” with respect to the Inventions.
(e) You hereby waive any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to your benefit by virtue of you being an employee of or other service provider to the Company Group.
Appears in 1 contract
Samples: Proprietary Information and Non Competition Agreement (Marketaxess Holdings Inc)
Inventions and Discoveries. (a) You acknowledge a. Employee acknowledges that any and agree that all ideaswritings, methodsdocuments, inventions, discoveries, improvementsprocesses, work products methods, designs, compositions of matter, formulas, computer programs or developments instructions (“Inventions”whether in source code, object code, or any other form), algorithms, plans, customer lists, memoranda, tests, research, designs, specifications, models, data, diagrams, flow charts, and/or techniques (whether reduced to written form or otherwise) that Employee makes, conceives, discovers, or develops, either solely or jointly with any other person, at any time during the term of Employee’s employment, whether during working hours or at the Company’s facility or at any other time or location, whether patentable or unpatentable,
(i) not, and whether upon the request or suggestion of the Company or otherwise, that relate to your work with the Company Group, made or conceived by you, solely or jointly with others, during the Engagement Term; provided that any Inventions which are made, disclosed, reduced to tangible or written form or description or are reduced useful in any way in connection with any business now or planned to practice by you after the Engagement Term and which pertain to the business be carried on or products or services being sold or developed by the Company Group at the time of the expiration of the Engagement Term and which were(collectively, or are derived from, Inventions worked on or developed by you during the Engagement Term, shall be presumed to have been made during the Engagement Term, or
(ii) that are reasonably suggested by any work that you perform in connection with the Company Group, either while performing your duties with the Company Group or on your own time, but only insofar as the Inventions are related to your work as an employee or other service provider to the Company Group, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon.
(b) You will keep adequate written records (the “RecordsIntellectual Work Product”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose in writing to the Company all material information relating to Inventions. The Records ) shall be the sole and exclusive property of the Company, . Employee shall promptly and you will surrender them upon fully disclose all the termination of your Engagement Term, or upon the Company’s request.
(c) You will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to your Engagement Term, together with the right to file, in your name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). You will, at any time during and subsequent to the Engagement Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions, and you will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to you from the Company Group, but, in each case, entirely at the Company’s expense. You will also provide any information, such as passwords or codes, necessary to allow the Company Group to fully utilize its property.
(d) In addition, the Inventions will be deemed Intellectual Work for Hire, as such term is defined under the copyright law of the United States, on behalf of the Company and you agree that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to you. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, you hereby irrevocably convey, transfer and assign Product to the Company, and Employee shall have no claim for additional compensation for the Intellectual Work Product.
b. Employee acknowledges that all Intellectual Work Product that is copyrightable shall be considered a work made for hire under United States Copyright Law. To the extent that any copyrightable Intellectual Work Product may not be considered a work made for hire under the applicable provisions of the copyright law, or to the extent that, notwithstanding the foregoing provisions, Employee may retain an interest in any Intellectual Work Product, Employee hereby irrevocably assigns and transfers to the Company any and all right, title, or interest that Employee may have in the Intellectual Work Product under copyright, patent, trade secret, trademark and other law protecting proprietary or intellectual property rights, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. The Company shall be entitled to obtain and hold in its own name all media now known registrations of copyrights, patents, trade secrets, trademarks and other proprietary or hereinafter devised, throughout intellectual property rights with respect thereto.
c. At the universe sole request and in perpetuity, in and to the Inventions, including without limitation, all of your right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation expense of the InventionsCompany, known either before or unknownafter the termination of Employee’s employment, prior to the date hereof, including without limitation the right to receive all proceeds and damages therefrom. In addition, you hereby waive any so-called “moral rights” with respect to the Inventions.
(e) You hereby waive any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to your benefit by virtue of you being an employee of or other service provider to Employee shall assist the Company Groupin acquiring and maintaining registrations under copyright, patent, trade secret, trademark and other laws protecting proprietary or intellectual property rights in, and confirming its title to, such Intellectual Work Product. Employee’s assistance shall include signing all applications for copyrights, patents and other proprietary or intellectual property rights and other documents, cooperating in legal proceedings and taking any other steps considered desirable by the Company.
Appears in 1 contract
Inventions and Discoveries. (a) You acknowledge hereby assign and agree that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”), whether patentable or unpatentable,
(i) that relate to your work with the Company Group, made or conceived by you, solely or jointly with others, during the Engagement Term; provided that any Inventions which are made, disclosed, reduced to tangible or written form or description or are reduced to practice by you after the Engagement Term and which pertain to the business carried on or products or services being sold or developed by the Company Group at the time of the expiration of the Engagement Term and which were, or are derived from, Inventions worked on or developed by you during the Engagement Term, shall be presumed to have been made during the Engagement Term, or
(ii) that are reasonably suggested by any work that you perform in connection with the Company Group, either while performing your duties with the Company Group or on your own time, but only insofar as the Inventions are related to your work as an employee or other service provider transfer to the Company Group, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon.
(b) You will keep adequate written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose in writing to the Company all material information relating to Inventions. The Records shall be the sole and exclusive property of the Company, and you will surrender them upon the termination of your Engagement Term, or upon the Company’s request.
(c) You will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to your Engagement Term, together with the right to file, in your name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). You will, at any time during and subsequent to the Engagement Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions, and you will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to you from the Company Group, but, in each case, entirely at the Company’s expense. You will also provide any information, such as passwords or codes, necessary to allow the Company Group to fully utilize its property.
(d) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright law of the United States, on behalf of the Company and you agree that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to you. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, you hereby irrevocably convey, transfer and assign to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including without limitation, all of your right, title and interest throughout the world in all inventions, discoveries, improvements and other intellectual property, whether or not patentable or subject to copyright, which may be made, written or conceived by you, alone or with others, (i) solely as a direct result of the performance of your services for the Company under this Agreement and (ii) not in the copyrights course of your activities as an Institute employee or Duke faculty member (collectively, "Lexicon Intellectual Property"). All such Lexicon Intellectual Property shall be the sole property of the Company or its nominee. The Company agrees that it shall have no rights by reason of this Agreement in any inventions, discoveries, improvements or other intellectual property, whether or not patentable or subject to copyright, which may be made, written or conceived by you, alone or with others, in the course of your activities as an Institute employee or Duke faculty member or as a result of a program of research financed, in whole or in part, by funds provided by or under the control of the Institute or Duke. The Company further acknowledges and all renewalsagrees that it will enjoy no priority or advantage as a result of the consultancy created by this Agreement in gaining access, revivals and extensions thereofwhether by license or otherwise, to any proprietary information or intellectual property that arises from any research you undertake in your capacity as an Institute employee or Duke faculty member.
(b) You xxxxx xxxxxxxx xxxxxxxe any Lexicon Intellectual Property in writing to the Inventions, including without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, Company in order to permit the unrestricted right Company to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all claim rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of which it may be entitled under this Agreement. The Company shall have full power and authority to file and prosecute patent applications and copyright registrations throughout the Inventions, known or unknown, prior to the date hereof, including without limitation the right to receive all proceeds and damages therefrom. In addition, you hereby waive any so-called “moral rights” world with respect to all Lexicon Intellectual Property, and to procure and maintain patents and copyrights with respect thereto. You agree, at the Inventions.
(e) You hereby waive Company's reasonable request and expense, to sign, execute and acknowledge, or cause to be signed, executed and acknowledged, any applications, assignments, instruments and other documents, and to perform such other acts, as the Company may deem necessary, useful or convenient to confirm and vest in the Company or its nominee all currently existing right, title and future monetary rights interest throughout the world in and to the Inventions any Lexicon Intellectual Property and all patents that may issue thereonpatent, includingcopyright and other intellectual property rights and protections therein, without limitation, any rights that would otherwise accrue and to your benefit by virtue of you being an employee of or other service provider to assist the Company Groupin procuring, maintaining, enforcing and defending such patent, copyright and other intellectual property rights and protections throughout the world. You agree to treat all such Lexicon Intellectual Property as Confidential Information under this Agreement.
Appears in 1 contract
Inventions and Discoveries. (a) You acknowledge and agree that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”), whether patentable or unpatentable,
(i) that relate to your work with the Company Group, made or conceived by you, solely or jointly with others, during the Engagement Term; provided that any Inventions which are made, disclosed, reduced to tangible or written form or description or are reduced to practice by you after the Engagement Term and which pertain to the business carried on or products or services being sold or developed by the Company Group at the time of the expiration of the Engagement Term and which were, or are derived from, Inventions worked on or developed by you during the Engagement Term, shall be presumed to have been made during the Engagement Term, or
(ii) that are reasonably suggested by any work that you perform in connection with the Company Group, either while performing your duties with the Company Group or on your own time, but only insofar as the Inventions are related to your work as an employee or other service provider to the Company Group, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon.
(b) You will keep adequate written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose in writing to the Company all material information relating to Inventions. The Records shall be the sole and exclusive property of the Company, and you will surrender them upon the termination of your Engagement Term, or upon the Company’s request.
(c) You will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to your Engagement Term, together with the right to file, in your name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). You will, at any time during and subsequent to the Engagement Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions, and you will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to you from the Company Group, but, in each case, entirely at the Company’s expense. You will also provide any information, such as passwords or codes, necessary to allow the Company Group to fully utilize its property.
(d) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright law of the United States, on behalf of the Company and you agree that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to you. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, you hereby irrevocably convey, transfer and assign to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including without limitation, all of your right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx sxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including without limitation the right to receive all proceeds and damages therefrom. In addition, you hereby waive any so-called “moral rights” with respect to the Inventions.
(e) You hereby waive any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to your benefit by virtue of you being an employee of or other service provider to the Company Group.
Appears in 1 contract
Samples: Proprietary Information and Non Competition Agreement (Marketaxess Holdings Inc)
