Common use of Inventions and Improvements Clause in Contracts

Inventions and Improvements. (A) It shall be part of the normal duties of the Director at all times: (i) to consider in what manner and by what new methods or devices the products, services, processes, equipment or systems of the Company, or any Associated Company or any Chesapeake Company, with which he is concerned or for which he is responsible might be improved; and (ii) promptly to give to the Secretary of the Company full details of any invention or improvement which he may from time to time make or discover in the course of his duties; and (iii) to further the interests of the Company's undertaking with regard thereto. Subject to the Patents Act 1977, the Company shall be entitled free ox xxxxxx to the sole ownership of any such invention or improvement and to the exclusive use thereof. (B) The Director shall forthwith and from time to time both during his employment and for such reasonable time thereafter at the request and cost of the Company apply for and execute and do all such documents acts and things as may in the opinion of the Board be necessary or conducive to obtain letters patent or other protection for any such invention or improvement in any part of the world and to vest such letters patent or other protection in the Company or its nominees. (C) The Director hereby irrevocably authorises the company for the purposes of this Clause to make use of the name of the Director and to sign and to execute any documents or do any thing on his behalf (or where permissible to obtain the patent or other protection in its own name or in that of its nominees). (D) The Director shall not knowingly do anything to imperil the validity of any patent or protection or any application therefor but shall at the cost of the Company render all possible assistance to the Company, or any Associated Company or any Chesapeake Company, both in obtaining and in maintaining such patents or other protection. (E) The Director shall not either during his employment or thereafter exploit or assist others to exploit any invention or improvement which he may from time to time make or discover in the course of his duties or (unless the same shall have become public knowledge) make public or disclose any such invention or improvement or give any information in respect of it except to the Company or as it may direct. (F) The Director hereby irrevocably and unconditionally waives in favour of the Company, it licensees and successors-in-title any and all moral rights arising pursuant to the provisions of Chapter IV of the Copyright, Designs and Patents Act 1988 in any works (existing or future) the xxxxxxx of copyright made by the Director in the course of his employment and any and/or other moral rights under any legislation now existing or in future enacted in any part of the world. (G) The Director shall, at the request and expense of the Company, take all steps that may be necessary to enforce against any third party his moral rights in any copyright work owned by the Company or any Associated Company or any Chesapeake Company.

Appears in 1 contract

Samples: Service Agreement (Chesapeake Corp /Va/)

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Inventions and Improvements. (A) 19.1 It shall be part of the normal duties of the Director Executive at all times: (i) times to consider in what manner and by what new methods or devices the any devices, goods, products, services, processes, equipment or systems of the Company, or any Associated Company or any Chesapeake Company, with which he is concerned or for which he is responsible and each Group Company might be improved; and (ii) improved and/or extended and/or promoted and promptly to give to the Secretary of the Company full details of any invention invention, discovery, design, improvement or improvement other matter or work whatsoever (the “Inventions”) which he may from time to time make or discover in the course of during his duties; and (iii) employment and to further the interests of the Company's undertaking Company and/or any Group Company with regard thereto. Subject to the Patents Act 1977, the Company shall be entitled free ox xxxxxx to The Executive hereby acknowledges and agrees that the sole ownership of the Inventions and all proprietary rights therein discovered or made by him (whether alone or jointly with others) at any such invention or improvement and to the exclusive use thereof. (B) The Director shall forthwith and from time to time both during his employment and for such reasonable time thereafter at the request and cost engagement hereunder shall (subject to any contrary provisions of the Company apply for Patents Act 0000 xxd the Copyright, Designs and execute Patents Act 0000 xxd to any rights of a joint inventor thereof) belong free of charge and do all such documents acts and things as may in the opinion of the Board be necessary or conducive to obtain letters patent or other protection for any such invention or improvement in any part of the world and to vest such letters patent or other protection in the Company or its nominees. (C) The Director hereby irrevocably authorises the company for the purposes of this Clause to make use of the name of the Director and to sign and to execute any documents or do any thing on his behalf (or where permissible to obtain the patent or other protection in its own name or in that of its nominees). (D) The Director shall not knowingly do anything to imperil the validity of any patent or protection or any application therefor but shall at the cost of the Company render all possible assistance to the Company, or any Associated Company or any Chesapeake Company, both in obtaining and in maintaining such patents or other protection. (E) The Director shall not either during his employment or thereafter exploit or assist others to exploit any invention or improvement which he may from time to time make or discover in the course of his duties or (unless the same shall have become public knowledge) make public or disclose any such invention or improvement or give any information in respect of it except exclusively to the Company or as it may direct. 19.2 All records, documents, papers (Fincluding all copies and summaries thereof) The Director hereby and copyright protected works made or acquired by the Executive in the course of his employment and all worldwide copyright and design rights in all the Inventions, shall be and remain the property of the Company. EXHIBIT 10.18 19.3 For the avoidance of doubt the Executive irrevocably and unconditionally waives in favour of the Company, it licensees and successors-in-title any and all moral rights arising pursuant to the provisions of granted by Chapter IV of Part I of the Copyright, Designs and Patents Act 1988 0000 xxat vests in the Executive the authorship of any copyright works (existing or future) in respect of the xxxxxxx of copyright made Inventions by the Director Executive in the course of his employment with the Company or any Group Company including without limitation the right to be identified as the author of any such works and the right not to have any such works subjected to derogatory treatment. 19.4 The Executive hereby agrees (at any time during his employment or thereafter and at the Company’s expense) to do all such acts and things (including without limitation making application for letters patent) as the Company may reasonably request to vest effectually any Invention (whether owned by the Company in accordance with Clause 19.1 or owned by the Executive) and any and/or other moral rights under any legislation now existing protection as to ownership or in future enacted use (in any part of the world. (G) The Director shall, at the request and expense of the Company, take all steps that may be necessary to enforce against any third party his moral rights same in any copyright work owned by the Company or in any Associated Group Company or as it may direct, jointly if necessary with any Chesapeake Companyjoint inventor thereof, and the Executive hereby irrevocably appoints the Company for the purposes aforesaid to be his attorney in his name and on his behalf to execute and do any such documents acts and things aforesaid. 19.5 The Executive shall not knowingly do or omit to do anything which will or may have the result of imperilling any such protection aforesaid or any application thereof.

Appears in 1 contract

Samples: Employment Contract (Argo Group International Holdings, Ltd.)

Inventions and Improvements. (A) 9.1 It shall will be part of the your normal duties of the Director at all times: (ia) to consider in what manner and by what new methods or devices the products, services, processes, equipment or systems of the Company, or any Associated Company or any Chesapeake Company, and other Group Companies with which he is you are concerned or for which he is you are responsible might be improved; and (iib) promptly to give to the Company Secretary of the Company full details of any invention or improvement which he you may from time to time make or discover in the course of his your duties; and (iii) to further the interests of the Company's undertaking with regard thereto. Subject to the Patents Act 1977Xxx 0000, the Company shall will be entitled free ox xxxxxx of charge to the sole ownership of any such invention or improvement and to the exclusive use thereofof it. 9.2 You assign to the Company (Bor to such other Group Company as the Company may direct) The Director shall forthwith all copyrights, designs and from time other proprietary rights, if any, which may be so assigned in respect of all works and designs created by you or relating to time both your responsibilities during his employment and the Employment for the full term of those rights to the intent that those rights will immediately upon the completion of the relevant work vest with the Company (or with such reasonable time thereafter at other Group Company as the Company may direct). 9.3 At the request and cost of the Company apply for and execute and Company, you will do all such documents acts and things as may in the opinion of the Board be necessary or conducive to obtain letters patent or other protection for any such invention or improvement in any part of the world and to vest such letters patent or other protection rights in the Company (or its nominees. (C) The Director hereby in such other Group Company as it may direct). You irrevocably authorises authorise the company Company for the purposes of this Clause to make use of the your name of the Director and to sign and to execute any documents or do any thing on his behalf (or where permissible to obtain the patent or other protection in its own name or in that of its nominees)your behalf. (D) The Director shall 9.4 You will not knowingly do anything knowingly to imperil the validity of any patent or protection or any application therefor but shall at the cost of the Company render all possible assistance to the Company, for a patent or any Associated Company or any Chesapeake Company, both in obtaining and in maintaining such patents or other protection. (E) The Director shall 9.5 You will not either during his or after the termination of the Employment and any other employment or thereafter within the Group, exploit or assist others to exploit any invention or improvement which he you may from time to time make or discover in the course of his your duties or (unless the same it shall have become public knowledge) make public or disclose Back to Contents any such invention or improvement or give any information in respect of it except to the Company or as it the Company may direct. (F) The Director hereby 9.6 You irrevocably and unconditionally waives waive in favour of the CompanyCompany (and in favour of such other Group Company as the Company may direct), it its licensees and successors-in-title any and all moral rights arising pursuant to the provisions of Chapter IV of the Copyright, Designs and Patents Act 1988 in any works (existing or future) which are the xxxxxxx subject of copyright made by the Director you in the course of his employment the Employment and any and/or other moral rights under any legislation now existing or in future enacted in any part of employment within the worldGroup. (G) The Director shall, at the request and expense of the Company, take all steps that may be necessary to enforce against any third party his moral rights in any copyright work owned by the Company or any Associated Company or any Chesapeake Company.

Appears in 1 contract

Samples: Service Agreement (Reuters Group PLC /Adr/)

Inventions and Improvements. (A) 9.1 It shall will be part of the your normal duties of the Director at all times: (ia) to consider in what manner and by what new methods or devices the products, services, processes, equipment or systems of the Company, or any Associated Company or any Chesapeake Company, and other Group Companies with which he is you are concerned or for which he is you are responsible might be improved; and (iib) promptly to give to the Company Secretary of the Company full details of any invention or improvement which he you may from time to time make or discover in the course of his your duties; and (iii) to further the interests of the Company's undertaking with regard thereto. Subject to the Patents Act 1977Xxx 0000, the Company shall will be entitled free ox xxxxxx of charge to the sole ownership of any such invention or improvement and to the exclusive use thereofof it. 9.2 You assign to the Company (Bor to such other Group Company as the Company may direct) The Director shall forthwith all copyrights, designs and from time other proprietary rights, if any, which may be so assigned in respect of all works and designs created by you or relating to time both your responsibilities during his employment and the Employment for the full term of those rights to the intent that those rights will immediately upon the completion of the relevant work vest with the Company (or with such reasonable time thereafter at other Group Company as the Company may direct). 9.3 At the request and cost of the Company apply for and execute and Company, you will do all such documents acts and things as may in the opinion of the Board be necessary or conducive to obtain letters patent or other protection for any such invention or improvement in any part of the world and to vest such letters patent or other protection rights in the Company (or its nominees. (C) The Director hereby in such other Group Company as it may direct). You irrevocably authorises authorise the company Company for the purposes of this Clause to make use of the your name of the Director and to sign and to execute any documents or do any thing on his behalf (or where permissible to obtain the patent or other protection in its own name or in that of its nominees)your behalf. (D) The Director shall 9.4 You will not knowingly do anything knowingly to imperil the validity of any patent or protection or any application therefor but shall at the cost of the Company render all possible assistance to the Company, for a patent or any Associated Company or any Chesapeake Company, both in obtaining and in maintaining such patents or other protection. (E) The Director shall 9.5 You will not either during his or after the termination of the Employment and any other employment or thereafter within the Group, exploit or assist others to exploit any invention or improvement which he you may from time to time make or discover in the course of his your duties or (unless the same it shall have become public knowledge) make public or disclose any such invention or improvement or give any information in respect of it except to the Company or as it the Company may direct. (F) The Director hereby 9.6 You irrevocably and unconditionally waives waive in favour of the CompanyCompany (and in favour of such other Group Company as the Company may direct), it its licensees and successors-in-title any and all moral rights arising pursuant to the provisions of Chapter IV of the Copyright, Designs and Patents Act 1988 in any works (existing or future) which are the xxxxxxx subject of copyright made by the Director you in the course of his employment the Employment and any and/or other moral rights under any legislation now existing or in future enacted in any part of employment within the worldGroup. (G) The Director shall, at the request and expense of the Company, take all steps that may be necessary to enforce against any third party his moral rights in any copyright work owned by the Company or any Associated Company or any Chesapeake Company.

Appears in 1 contract

Samples: Service Agreement (Reuters Group PLC /Adr/)

Inventions and Improvements. (A) It shall be part 15.1 If the Executive creates or discovers or participates in the creation or discovery of any inventions or Intellectual Property during the normal duties course of the Director at all times: (i) to consider in what manner and by what new methods or devices the products, services, processes, equipment or systems of his employment with the Company, or any Associated Company or any Chesapeake Company, with which he is concerned or for which he is responsible might be improved; and (ii) the Executive shall promptly to give to the Secretary of the Company full details of any invention such inventions or improvement which he may from time to time make Intellectual Property and if such inventions or discover Intellectual Property in the course of his duties; and (iii) to further the interests opinion of the Company's undertaking with regard thereto. Subject Company relate to or are capable of being used in the business for the time being carried on by the Company or any Group Company or if such inventions or Intellectual Property shall be an invention belonging to the employer as defined in Section 39 (1) of the Patents Act 1977Xxx 0000, then without prejudice to any other right of the Company or any Group Company any such inventions or Intellectual Property shall be entitled free ox xxxxxx to the sole ownership absolute property of any such invention or improvement the Company and to the exclusive use thereof. (B) The Director Executive shall forthwith and from time to time both during his employment and for such reasonable time thereafter at the request and cost of the Company apply for and execute and do all such documents acts and things as may in the opinion of the Board be necessary or conducive to obtain letters patent or other protection for any such invention or improvement in any part of the world and to vest such letters patent or other protection in the Company or its nominees. (C) The Director hereby irrevocably authorises the company for the purposes of this Clause to make use of the name of the Director and to sign and to execute any documents or do any thing on his behalf (or where permissible to obtain the patent or other protection in its own name or in that of its nominees). (D) The Director shall not knowingly do anything to imperil the validity of any patent or protection or any application therefor but shall at the cost of the Company render all possible assistance to the Company, or any Associated Company or any Chesapeake Company, both in obtaining and in maintaining such patents or other protection. (E) The Director shall not either during his employment or thereafter exploit or assist others to exploit any invention or improvement which he may from time to time make or discover in the course of his duties or (unless the same shall have become public knowledge) make public or disclose any such invention or improvement or give any information in respect of it except to the Company or as it may direct. (F) The Director hereby irrevocably and unconditionally waives in favour of the Company, it licensees and successors-in-title any and all moral rights arising pursuant to the provisions of Chapter IV of the Copyright, Designs and Patents Act 1988 in any works (existing or future) the xxxxxxx of copyright made by the Director in the course of his employment and any and/or other moral rights under any legislation now existing or in future enacted in any part of the world. (G) The Director shall, at the request and expense of the Company: 15.1.1 give and supply all such information, take all steps that data, drawings and assistance as may be necessary to enforce against enable the Company to exploit such inventions or Intellectual Property to the best advantage; 15.1.2 execute all documents and do all things which may be necessary or desirable for obtaining patent or other protection for the inventions or Intellectual Property in such parts of the world as may be specified by the Company and for vesting the same in the Company or as it may direct; 15.1.3 not do any act or fail to do any act which might invalidate or adversely affect any inventions or Intellectual Property. 15.2 The Executive irrevocably appoints the Company to be his attorney in his name and on his behalf to sign execute or do any such instrument or thing and generally to use his name for the purpose of giving to the Company (or its nominee) the full benefit of the provisions of this clause 15 and in favour of any third party a certificate in writing signed by any director or the Secretary of the Company that any instrument or act falls within the authority conferred by this clause shall be conclusive evidence that such is the case. 15.3 The Executive waives all of his moral rights as defined in the Copyright Designs and Patents Xxx 0000 in respect of any copyright work owned acts of the Company or any acts of third parties done with the Company’s authority in relation to the inventions and Intellectual Property which are the property of the Company (or are the property of the Company by virtue of clause 15.2 hereof). 15.4 Rights and obligations under this clause shall continue in force after termination of this Agreement in respect of inventions or Intellectual Property made or discovered during the Executive’s employment under this Agreement and shall be binding upon his representatives. 15.5 Any legal proceedings issued by the Company or any Associated Group Company in respect of any infringement or dispute or threatened dispute or infringement will be conducted at the Company’s discretion and expense and the Executive agrees to give all reasonable assistance in any Chesapeake Companysuch legal proceedings.

Appears in 1 contract

Samples: Service Agreement (Skyepharma PLC)

Inventions and Improvements. (A) It shall be part 15.1 If the Executive creates or discovers or participates in the creation or discovery of any inventions or Intellectual Property during the normal duties course of the Director at all times: (i) to consider in what manner and by what new methods or devices the products, services, processes, equipment or systems of his employment with the Company, or any Associated Company or any Chesapeake Company, with which he is concerned or for which he is responsible might be improved; and (ii) the Executive shall promptly to give to the Secretary of the Company full details of any invention such inventions or improvement which he may from time to time make Intellectual Property and if such inventions or discover Intellectual Property in the course of his duties; and (iii) to further the interests opinion of the Company's undertaking with regard thereto. Subject Company relate to or are capable of being used in the business for the time being carried on by the Company or any Group Company or if such inventions or Intellectual Property shall be an invention belonging to the employer as defined in Section 39 (1) of the Patents Act 1977, then without prejudxxx to any other right of the Company or any Group Company any such inventions or Intellectual Property shall be entitled free ox xxxxxx to the sole ownership absolute property of any such invention or improvement the Company and to the exclusive use thereof. (B) The Director Executive shall forthwith and from time to time both during his employment and for such reasonable time thereafter at the request and cost of the Company apply for and execute and do all such documents acts and things as may in the opinion of the Board be necessary or conducive to obtain letters patent or other protection for any such invention or improvement in any part of the world and to vest such letters patent or other protection in the Company or its nominees. (C) The Director hereby irrevocably authorises the company for the purposes of this Clause to make use of the name of the Director and to sign and to execute any documents or do any thing on his behalf (or where permissible to obtain the patent or other protection in its own name or in that of its nominees). (D) The Director shall not knowingly do anything to imperil the validity of any patent or protection or any application therefor but shall at the cost of the Company render all possible assistance to the Company, or any Associated Company or any Chesapeake Company, both in obtaining and in maintaining such patents or other protection. (E) The Director shall not either during his employment or thereafter exploit or assist others to exploit any invention or improvement which he may from time to time make or discover in the course of his duties or (unless the same shall have become public knowledge) make public or disclose any such invention or improvement or give any information in respect of it except to the Company or as it may direct. (F) The Director hereby irrevocably and unconditionally waives in favour of the Company, it licensees and successors-in-title any and all moral rights arising pursuant to the provisions of Chapter IV of the Copyright, Designs and Patents Act 1988 in any works (existing or future) the xxxxxxx of copyright made by the Director in the course of his employment and any and/or other moral rights under any legislation now existing or in future enacted in any part of the world. (G) The Director shall, at the request and expense of the Company: 15.1.1 give and supply all such information, take all steps that data, drawings and assistance as may be necessary to enforce against enable the Company to exploit such inventions or Intellectual Property to the best advantage; 15.1.2 execute all documents and do all things which may be necessary or desirable for obtaining patent or other protection for the inventions or Intellectual Property in such parts of the world as may be specified by the Company and for vesting the same in the Company or as it may direct; 15.1.3 not do any act or fail to do any act which might invalidate or adversely affect any inventions or Intellectual Property. 15.2 The Executive irrevocably appoints the Company to be his attorney in his name and on his behalf to sign execute or do any such instrument or thing and generally to use his name for the purpose of giving to the Company (or its nominee) the full benefit of the provisions of this clause 16 and in favour of any third party a certificate in writing signed by any director or the Secretary of the Company that any instrument or act falls within the authority conferred by this clause shall be conclusive evidence that such is the case. 15.3 The Executive waives all of his moral rights as defined in the Copyright Designs and Patents Act 1988 in respect of any copyright work owned by the acxx xx xxe Company or any Associated acts of third parties done with the Company's authority in relation to the inventions and Intellectual Property which are the property of the Company (or are the property of the Company by virtue of clause 15.2 hereof). 15.4 Rights and obligations under this clause shall continue in force after termination of this Agreement in respect of inventions or Intellectual Property made or discovered during the Executive's employment under this Agreement and shall be binding upon his representatives. 15.5 In this clause 15, "Intellectual Property" includes letters patent, trade marks, service marks, trade names, designs, utility models, copyrights (existing and future), design rights, applications for registration of any Chesapeake Companyof the foregoing and the right to apply for them in any part of the world, moral rights, inventions, improvements to procedures, confidential information, know-how, and rights of like nature arising or subsisting anywhere in the world, in relation to all of the foregoing, whether registered or unregistered.

Appears in 1 contract

Samples: Service Agreement (Private Trading Systems Inc)

Inventions and Improvements. (Aa) It shall be part of the normal duties of the Director at all times: (i) to consider in what manner and by what new methods or devices the products, services, processes, equipment or systems of the Company, or any Associated Company or any Chesapeake Company, with which The Executive agrees that he is concerned or for which he is responsible might be improved; and (ii) promptly to give to the Secretary of the Company full details of any invention or improvement which he may from time to time make or discover in the course of his duties; and (iii) has a special obligation to further the interests of the Company and its Associated Companies with respect to any Inventions (as defined in paragraph (h) below) created or discovered by him in the course of his employment with the Company's undertaking with regard thereto. Subject to the Patents Act 1977, the Company shall be entitled free ox xxxxxx to the sole ownership of any such invention or improvement and to the exclusive use thereof. (Bb) The Director If the Executive creates or discovers or participates in the creation or discovery of any Inventions during his employment with the Company, the Executive shall promptly give to the Board details in writing of such Inventions and if such Inventions relate to or are capable of being used in the business for the time being carried on by the Company or any Associated Company, such Inventions shall be the absolute property of the Company and the Executive shall forthwith and from time to time both during his employment and for such reasonable time thereafter at the request and cost of the Company apply for and execute and do all such documents acts and things as may in the opinion of the Board be necessary or conducive to obtain letters patent or other protection for any such invention or improvement in any part of the world and to vest such letters patent or other protection in the Company or its nominees. (C) The Director hereby irrevocably authorises the company for the purposes of this Clause to make use of the name of the Director and to sign and to execute any documents or do any thing on his behalf (or where permissible to obtain the patent or other protection in its own name or in that of its nominees). (D) The Director shall not knowingly do anything to imperil the validity of any patent or protection or any application therefor but shall at the cost of the Company render all possible assistance to the Company, or any Associated Company or any Chesapeake Company, both in obtaining and in maintaining such patents or other protection. (E) The Director shall not either during his employment or thereafter exploit or assist others to exploit any invention or improvement which he may from time to time make or discover in the course of his duties or (unless the same shall have become public knowledge) make public or disclose any such invention or improvement or give any information in respect of it except to the Company or as it may direct. (F) The Director hereby irrevocably and unconditionally waives in favour of the Company, it licensees and successors-in-title any and all moral rights arising pursuant to the provisions of Chapter IV of the Copyright, Designs and Patents Act 1988 in any works (existing or future) the xxxxxxx of copyright made by the Director in the course of his employment and any and/or other moral rights under any legislation now existing or in future enacted in any part of the world. (G) The Director shall, at the request and expense of the Company: (i) give and supply all such information, take all steps that data, drawings and assistance as may be necessary to enforce against enable the Company (or any third party his moral rights Associated Company) to exploit such Inventions to the best advantage; (ii) execute all documents and do all things which may be necessary or desirable for obtaining copyright, patent or other protection for the Inventions in any copyright work owned such parts of the world as may be specified by the Company or any Associated Company and for vesting the Inventions and such protections in the Company or as it may direct; (iii) do nothing to harm or interfere with such Inventions or the media in which they are expressed; and (iv) not directly or indirectly publish except with the Company's prior written consent (and in any case at all times complying with the Executive's obligations under Clause 17) any information relating to any such Inventions as aforesaid and on leaving employment, the Executive will promptly hand over to the Company all drawings, copy drawings, tables, notes, correspondence and other written printed or photographed matter in the Executive's possession or matter stored on disk or otherwise in the Executive's power or control relating to such Inventions and shall not retain any such documentation writing or disks. (c) The Executive irrevocably appoints the Company, in his name and on his behalf, to sign, execute or do any such instrument or thing and generally to use his name for the purpose of giving to the Company (or its nominee) the full benefit of the provisions of this Clause and in favour of any third party a certificate in writing signed by any director or Company Secretary of the Company that any instrument or act falls within the authority conferred by this Clause shall be conclusive evidence that such is the case. (d) If during the term of this Agreement but outside the performance of his duties hereunder, the Executive creates or discovers or participates in the creation or discovery of any Inventions which do not relate to the performance of the Executive's duties and responsibilities hereunder, or to the business for the time being carried on by the Company or any Chesapeake Associated Company, the Company shall, subject only to the provisions of the Patents Xxx 0000 (if applicable), have the right to acquire for itself or its nominee the Executive's rights in the Inventions within six months after disclosure pursuant to Clause 15(b) on fair and reasonable terms, to be agreed or settled by a single competent arbitrator as appointed by the Company. (e) The Executive waives all of his Moral Rights in respect of any acts of the Company or any acts of third parties done with the Company's authority in relation to the Inventions which are the property of the Company by virtue of this Clause 15. (f) Obligations and rights under this Clause shall continue in force after termination of this Agreement in respect of Inventions made or discovered during the Executive's employment under this Agreement and shall be binding upon his representatives. (g) Sums received by way of remuneration by the Executive shall be deemed to include any equitable remuneration to which the Executive might otherwise be entitled in respect of any of the foregoing provisions of this Clause or any matter referred to therein. (i) In this Clause "Inventions" includes copyrights, letters patent, trade. marks, service marks, designs, utility models, design rights, applications for registration or any of the foregoing and the right to apply for them in any part of the world, rental or lending rights, inventions, improvements to procedures, confidential information, know-how, and rights of like nature arising or subsisting anywhere in the world, in relation to all of the foregoing, whether registered or unregistered. (ii) In this Clause, "Moral Rights" means Moral Rights as defined in United Kingdom legislation from time to time and include any rights of paternity, authorship or integrity, or to object to any distortion, mutilation or other modification of, or derogatory treatment in relation to any matter.

Appears in 1 contract

Samples: Service Agreement (Eidos PLC)

Inventions and Improvements. (A) 9.1 It shall will be part of the your normal duties of the Director at all times: (ia) to consider in what manner and by what new methods or devices the products, services, processes, equipment or systems of the Company, or any Associated Company or any Chesapeake Company, and other Group Companies with which he is you are concerned or for which he is you are responsible might be improved; and (iib) promptly to give to the Company Secretary of the Company full details of any invention or improvement which he you may from time to time make or discover in the course of his your duties; and (iii) to further the interests of the Company's undertaking with regard thereto. Subject to the Patents Act 1977Xxx 0000, the Company shall will be entitled free ox xxxxxx of charge to the sole ownership of any such invention or improvement and to the exclusive use thereofof it. 9.2 You assign to the Company (or to such other Group Company as the Company may direct) all copyrights, designs and other proprietary rights, if any, which may be so assigned in respect of all works and designs created by you or relating to your responsibilities during the Employment for the full term of those rights to the intent that those rights will immediately upon the completion of the relevant work vest with the Company (or with such other Group Company as the Company may direct). (B) The Director shall forthwith and from time to time both during his employment and for such reasonable time thereafter at 9.3 At the request and cost of the Company apply for and execute and Company, you will do all such documents acts and things as may in the opinion of the Board be necessary or conducive to obtain letters patent or other protection for any such invention or improvement in any part of the world and to vest such letters patent or other protection rights in the Company (or its nominees. (C) The Director hereby in such other Group Company as it may direct). You irrevocably authorises authorise the company Company for the purposes of this Clause to make use of the your name of the Director and to sign and to execute any documents or do any thing on his behalf (or where permissible to obtain the patent or other protection in its own name or in that of its nominees)your behalf. (D) The Director shall 9.4 You will not knowingly do anything knowingly to imperil the validity of any patent or protection or any application therefor but shall at the cost of the Company render all possible assistance to the Company, for a patent or any Associated Company or any Chesapeake Company, both in obtaining and in maintaining such patents or other protection. (E) The Director shall 9.5 You will not either during his or after the termination of the Employment and any other employment or thereafter within the Group, exploit or assist others to exploit any invention or improvement which he you may from time to time make or discover in the course of his your duties or (unless the same it shall have become public knowledge) make public or disclose any such invention or improvement or give any information in respect of it except to the Company or as it the Company may direct. (F) The Director hereby 9.6 You irrevocably and unconditionally waives waive in favour of the CompanyCompany (and in favour of such other Group Company as the Company may direct), it its licensees and successors-in-title any and all moral rights arising pursuant to the provisions of Chapter IV of the Copyright, Designs and Patents Act 1988 in any works (existing or future) which are the xxxxxxx subject of copyright made by the Director you in the course of his employment the Employment and any and/or other moral rights under any legislation now existing or in future enacted in any part of employment within the worldGroup. (G) The Director shall, at the request and expense of the Company, take all steps that may be necessary to enforce against any third party his moral rights in any copyright work owned by the Company or any Associated Company or any Chesapeake Company.

Appears in 1 contract

Samples: Service Agreement (Reuters Group PLC /Adr/)

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Inventions and Improvements. (A) 9.1 It shall be part of the normal duties of the Director Executive at all times: (i) times to consider in what manner and by what new methods or devices the any devices, products, services, processes, equipment or systems of the Company, or any Associated Company or any Chesapeake Company, with which he is concerned or for which he is responsible and each Group Company might be improved; and (ii) improved and promptly to give to the Secretary of the Company Board full details of any invention invention, discovery, design, improvement or improvement other matter or work whatsoever in relation thereto (the "Inventions") which he may from time to time make or discover in during his engagement hereunder and the course of his duties; and (iii) to further the interests of the Company's undertaking with regard thereto. Subject to the Patents Act 1977, the Company shall be entitled free ox xxxxxx to Executive hereby acknowledges and agrees that the sole ownership of the Inventions and all proprietary rights therein discovered or made by him/her (whether alone or jointly with others) at any such invention or improvement tune during his engagement hereunder shall (subject to any contrary provisions of the Patents Xxx 0000 and the Copyright Design and Patents Xxx 0000 and to the exclusive use any rights of a joint inventor thereof. (B) The Director shall forthwith belong free of charge and from time to time both during his employment and for such reasonable time thereafter at the request and cost of the Company apply for and execute and do all such documents acts and things as may in the opinion of the Board be necessary or conducive to obtain letters patent or other protection for any such invention or improvement in any part of the world and to vest such letters patent or other protection in the Company or its nominees. (C) The Director hereby irrevocably authorises the company for the purposes of this Clause to make use of the name of the Director and to sign and to execute any documents or do any thing on his behalf (or where permissible to obtain the patent or other protection in its own name or in that of its nominees). (D) The Director shall not knowingly do anything to imperil the validity of any patent or protection or any application therefor but shall at the cost of the Company render all possible assistance to the Company, or any Associated Company or any Chesapeake Company, both in obtaining and in maintaining such patents or other protection. (E) The Director shall not either during his employment or thereafter exploit or assist others to exploit any invention or improvement which he may from time to time make or discover in the course of his duties or (unless the same shall have become public knowledge) make public or disclose any such invention or improvement or give any information in respect of it except exclusively to the Company or as it may direct. 9.2 All records, documents, papers (Fincluding all copies and summaries thereof) The Director hereby copyright protected works made or acquired by the Executive in the course of his employment, together with all worldwide copyright and design nights in all Me Inventions, shall be and remain the property of the Company. 9.3 For the avoidance of doubt and the Executive irrevocably and unconditionally waives in favour all rights granted by Chapter IV or Part I of the Company, it licensees and successors-in-title any and all moral rights arising pursuant to the provisions of Chapter IV of the Copyright, Copyright Designs and Patents Act 1988 Xxx 0000 that vests in the Executive the authorship of any copyright works (existing or future) in respect of the xxxxxxx of copyright made Inventions by the Director Executive in the course of his employment with the Company or any Group Company including without limitation the right to be identified as the author of any such works and the right not to have any such works subjected to derogatory treatment. 9.4 The Executive hereby agrees (at any time during his employment or thereafter and at the Company's expense) to do all such acts and things (including without limitation making application for letters patent) as the Board may reasonably request to vest effectually any Invention (whether owned by the Company in accordance with Clause 9.1 or owned by the Executive) and any and/or other moral rights under any legislation now existing protection as to ownership or in future enacted use (in any part of the world. (G) The Director shall, at the request and expense of the Company, take all steps that may be necessary to enforce against any third party his moral rights same in any copyright work owned by the Company or in any Associated Group Company or as it may direct, jointly if necessary with any Chesapeake joint inventor thereof, and the Executive hereby irrevocably appoints the Company for the purposes aforesaid to be his attorney in his name and on his behalf to execute and do any such documents acts and things aforesaid. 9.5 The Executive shall not knowingly do or omit to do anything which will or may have the result of imperilling any such protection aforesaid or any application therefor. 9.6 Should the Executive during his engagement hereunder make any Inventions that do not belong to the Company by reason of the Patents Xxx 0000 or otherwise, the Executive shall forthwith license or assign (as determined by the Company) to the Company all the Executive's rights in relation to such Invention and will deliver to the Company all documents and other materials relating thereto whereupon the Company shall pay the Executive such compensation provided in Section 40 of The Patents Xxx 0000.

Appears in 1 contract

Samples: Service Agreement (Predictive Systems Inc)

Inventions and Improvements. (A) It shall be part 14.1 If the Executive creates or discovers or participates in the creation or discovery of any inventions or Intellectual Property during the normal duties course of the Director at all times: (i) to consider in what manner and by what new methods or devices the products, services, processes, equipment or systems of his employment with the Company, or any Associated Company or any Chesapeake Company, with which he is concerned or for which he is responsible might be improved; and (ii) the Executive shall promptly to give to the Secretary of the Company full details of any invention such inventions or improvement which he may from time to time make Intellectual Property and if such inventions or discover Intellectual Property in the course of his duties; and (iii) to further the interests opinion of the Company's undertaking with regard thereto. Subject Company relate to or are capable of being used in the business for the time being carried on by the Company or any Group Company or if such inventions or Intellectual Property shall be an invention belonging to the employer as defined in Section 39 (1) of the Patents Act 1977, then without prejudice to any other right of the Company or any Group Company any such inventions or Intellectual Property shall be entitled free ox xxxxxx to the sole ownership absolute property of any such invention or improvement the Company and to the exclusive use thereof. (B) The Director Executive shall forthwith and from time to time both during his employment and for such reasonable time thereafter at the request and cost of the Company apply for and execute and do all such documents acts and things as may in the opinion of the Board be necessary or conducive to obtain letters patent or other protection for any such invention or improvement in any part of the world and to vest such letters patent or other protection in the Company or its nominees. (C) The Director hereby irrevocably authorises the company for the purposes of this Clause to make use of the name of the Director and to sign and to execute any documents or do any thing on his behalf (or where permissible to obtain the patent or other protection in its own name or in that of its nominees). (D) The Director shall not knowingly do anything to imperil the validity of any patent or protection or any application therefor but shall at the cost of the Company render all possible assistance to the Company, or any Associated Company or any Chesapeake Company, both in obtaining and in maintaining such patents or other protection. (E) The Director shall not either during his employment or thereafter exploit or assist others to exploit any invention or improvement which he may from time to time make or discover in the course of his duties or (unless the same shall have become public knowledge) make public or disclose any such invention or improvement or give any information in respect of it except to the Company or as it may direct. (F) The Director hereby irrevocably and unconditionally waives in favour of the Company, it licensees and successors-in-title any and all moral rights arising pursuant to the provisions of Chapter IV of the Copyright, Designs and Patents Act 1988 in any works (existing or future) the xxxxxxx of copyright made by the Director in the course of his employment and any and/or other moral rights under any legislation now existing or in future enacted in any part of the world. (G) The Director shall, at the request and expense of the Company: 14.1.1 give and supply all such information, take all steps that data, drawings and assistance as may be necessary to enforce against enable the Company to exploit such inventions or Intellectual Property to the best advantage; 14.1.2 execute all documents and do all things which may be necessary or desirable for obtaining patent or other protection for the inventions or Intellectual Property in such parts of the world as may be specified by the Company and for vesting the same in the Company or as it may direct; 14.1.3 not do any act or fail to do any act which might invalidate or adversely affect any inventions or Intellectual Property. 14.2 The Executive irrevocably appoints the Company to be his attorney in his name and on his behalf to sign execute or do any such instrument or thing and generally to use his name for the purpose of giving to the Company (or its nominee) the full benefit of the provisions of this clause 14 and in favour of any third party a certificate in writing signed by any director or the Secretary of the Company that any instrument or act falls within the authority conferred by this clause shall be conclusive evidence that such is the case. 14.3 The Executive waives all of his moral rights as defined in the Copyright Designs and Patents Act 1988 in respect of any copyright work owned by acts of the Company or any Associated acts of third parties done with the Company's authority in relation to the inventions and Intellectual Property which are the property of the Company (or are the property of the Company by virtue of clause 14.2 hereof). 14.4 Rights and obligations under this clause shall continue in force after termination of this Agreement in respect of inventions or Intellectual Property made or discovered during the Executive's employment under this Agreement and shall be binding upon his representatives. 14.5 In this clause 14, "Intellectual Property" includes letters patent, trade marks, service marks, trade names, designs, utility models, copyrights (existing and future), design rights, applications for registration of any Chesapeake Companyof the foregoing and the right to apply for them in any part of the world, moral rights, inventions, improvements to procedures, confidential information, know-how, and rights of like nature arising or subsisting anywhere in the world, in relation to all of the foregoing, whether registered or unregistered.

Appears in 1 contract

Samples: Service Agreement (Verticalbuyer Inc)

Inventions and Improvements. (A) 9.1 It shall will be part of the your normal duties of the Director at all times: (ia) to consider in what manner and by what new methods or devices the products, services, processes, equipment or systems of the Company, or any Associated Company or any Chesapeake Company, and other Group Companies with which he is you are concerned or for which he is you are responsible might be improved; and (iib) promptly to give to the Company Secretary of the Company full details of any invention or improvement which he you may from time to time make or discover in the course of his your duties; and (iii) to further the interests of the Company's undertaking with regard thereto. Subject to the Patents Act 1977Xxx 0000, the Company shall will be entitled free ox xxxxxx of charge to the sole ownership of any such invention or improvement and to the exclusive use thereofof it. 9.2 You assign to the Company (Bor to such other Group Company as the Company may direct) The Director shall forthwith all copyrights, designs and from time other proprietary rights, if any, which may be so assigned in respect of all works and designs created by you or relating to time both your responsibilities during his employment and the Employment for the full term of those rights to the intent that those rights will immediately upon the completion of the relevant work vest with the Company (or with such reasonable time thereafter at other Group Company as the Company may direct). 9.3 At the request and cost of the Company apply for and execute and Company, you will do all such documents acts and things as may in the opinion of the Board be necessary or conducive to obtain letters patent or other protection for any such invention or improvement in any part of the world and to vest such letters patent or other protection rights in the Company (or its nominees. (C) The Director hereby in such other Group Company as it may direct). You irrevocably authorises Back to Contents authorise the company Company for the purposes of this Clause to make use of the your name of the Director and to sign and to execute any documents or do any thing on his behalf (or where permissible to obtain the patent or other protection in its own name or in that of its nominees)your behalf. (D) The Director shall 9.4 You will not knowingly do anything knowingly to imperil the validity of any patent or protection or any application therefor but shall at the cost of the Company render all possible assistance to the Company, for a patent or any Associated Company or any Chesapeake Company, both in obtaining and in maintaining such patents or other protection. (E) The Director shall 9.5 You will not either during his or after the termination of the Employment and any other employment or thereafter within the Group, exploit or assist others to exploit any invention or improvement which he you may from time to time make or discover in the course of his your duties or (unless the same it shall have become public knowledge) make public or disclose any such invention or improvement or give any information in respect of it except to the Company or as it the Company may direct. (F) The Director hereby 9.6 You irrevocably and unconditionally waives waive in favour of the CompanyCompany (and in favour of such other Group Company as the Company may direct), it its licensees and successors-in-title any and all moral rights arising pursuant to the provisions of Chapter IV of the Copyright, Designs and Patents Act 1988 in any works (existing or future) which are the xxxxxxx subject of copyright made by the Director you in the course of his employment the Employment and any and/or other moral rights under any legislation now existing or in future enacted in any part of employment within the worldGroup. (G) The Director shall, at the request and expense of the Company, take all steps that may be necessary to enforce against any third party his moral rights in any copyright work owned by the Company or any Associated Company or any Chesapeake Company.

Appears in 1 contract

Samples: Service Agreement (Reuters Group PLC /Adr/)

Inventions and Improvements. (Aa) It shall be part of the normal duties of the Director at all times: (i) to consider in what manner and by what new methods or devices the products, services, processes, equipment or systems of the Company, or any Associated Company or any Chesapeake Company, with which The Executive agrees that he is concerned or for which he is responsible might be improved; and (ii) promptly to give to the Secretary of the Company full details of any invention or improvement which he may from time to time make or discover in the course of his duties; and (iii) has a special obligation to further the interests of the Company and its Associated Companies with respect to any Inventions (as defined in paragraph (h) below) created or discovered by him in the course of his employment with the Company's undertaking with regard thereto. Subject to the Patents Act 1977, the Company shall be entitled free ox xxxxxx to the sole ownership of any such invention or improvement and to the exclusive use thereof. (Bb) The Director If the Executive creates or discovers or participates in the creation or discovery of any Inventions during his employment with the Company, the Executive shall promptly give to the Board details in writing of such Inventions and if such Inventions relate to or are capable of being used in the business for the time being carried on by the Company or any Associated Company, such Inventions shall be the absolute property of the Company and the Executive shall forthwith and from time to time both during his employment and for such reasonable time thereafter at the request and cost of the Company apply for and execute and do all such documents acts and things as may in the opinion of the Board be necessary or conducive to obtain letters patent or other protection for any such invention or improvement in any part of the world and to vest such letters patent or other protection in the Company or its nominees. (C) The Director hereby irrevocably authorises the company for the purposes of this Clause to make use of the name of the Director and to sign and to execute any documents or do any thing on his behalf (or where permissible to obtain the patent or other protection in its own name or in that of its nominees). (D) The Director shall not knowingly do anything to imperil the validity of any patent or protection or any application therefor but shall at the cost of the Company render all possible assistance to the Company, or any Associated Company or any Chesapeake Company, both in obtaining and in maintaining such patents or other protection. (E) The Director shall not either during his employment or thereafter exploit or assist others to exploit any invention or improvement which he may from time to time make or discover in the course of his duties or (unless the same shall have become public knowledge) make public or disclose any such invention or improvement or give any information in respect of it except to the Company or as it may direct. (F) The Director hereby irrevocably and unconditionally waives in favour of the Company, it licensees and successors-in-title any and all moral rights arising pursuant to the provisions of Chapter IV of the Copyright, Designs and Patents Act 1988 in any works (existing or future) the xxxxxxx of copyright made by the Director in the course of his employment and any and/or other moral rights under any legislation now existing or in future enacted in any part of the world. (G) The Director shall, at the request and expense of the Company: (i) give and supply all such information, take all steps that data, drawings and assistance as may be necessary to enforce against enable the Company (or any third party his moral rights Associated Company) to exploit such Inventions to the best advantage; (ii) execute all documents and do all things which may be necessary or desirable for obtaining copyright, patent or other protection for the Inventions in any copyright work owned such parts of the world as may be specified by the Company or any Associated Company and for vesting the Inventions and such protections in the Company or as it may direct; (iii) do nothing to harm or interfere with such Inventions or the media in which they are expressed; and (iv) not directly or indirectly publish except with the Company's prior written consent (and in any case at all times complying with the Executive's obligations under Clause 17) any information relating to any such Inventions as aforesaid and on leaving employment, the Executive will promptly hand over to the Company all drawings, copy drawings, tables, notes, correspondence and other written printed or photographed matter in the Executive's possession or matter stored on disk or otherwise in the Executive's power or control relating to such Inventions and shall not retain any such documentation writing or disks. (c) The Executive irrevocably appoints the Company, in his name and on his behalf, to sign, execute or do any such instrument or thing and generally to use his name for the purpose of giving to the Company (or its nominee) the full benefit of the provisions of this Clause and in favour of any third party a certificate in writing signed by any director or Company Secretary of the Company that any instrument or act falls within the authority conferred by this Clause shall be conclusive evidence that such is the case. (d) If during the term of this Agreement but outside the performance of his duties hereunder, the Executive creates or discovers or participates in the creation or discovery of any Inventions which do not relate to the performance of the Executive's duties and responsibilities hereunder, or to the business for the time being carried on by the Company or any Chesapeake Associated Company, the Company shall, subject only to the provisions of the Patents Xxx 0000 (if applicable), have the right to acquire for itself or its nominee the Executive's rights in the Inventions within six months after disclosure pursuant to Clause 15(b) on fair and reasonable terms to be agreed or settled by a single competent arbitrator as appointed by the Company. (e) The Executive waives all of his Moral Rights in respect of any acts of the Company or any acts of third parties done with the Company's authority in relation to the Inventions which are the property of the Company by virtue of this Clause 15. (f) Obligations and rights under this Clause shall continue in force after termination of this Agreement in respect of Inventions made or discovered during the Executive's employment under this Agreement and shall be binding upon his representatives. (g) Sums received by way of remuneration by the Executive shall be deemed to include any equitable remuneration to which the Executive might otherwise be entitled in respect of any of the foregoing provisions of this Clause or any matter referred to therein. (i) In this Clause "Inventions" includes copyrights, letters patent, trade marks, service marks, designs, utility models, design rights, applications for registration or any of the foregoing and the right to apply for them in any part of the world, rental or lending rights, inventions, improvements to procedures, confidential information, know-how, and rights of like nature arising or subsisting anywhere in the world, in relation to all of the foregoing, whether registered or unregistered. (ii) In this Clause, "Moral Rights" means Moral Rights as defined in United Kingdom legislation from time to time and include any rights of paternity, authorship or integrity, or to object to any distortion, mutilation or other modification of, or derogatory treatment in relation to any matter.

Appears in 1 contract

Samples: Service Agreement (Eidos PLC)

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