Common use of Inventions and Intellectual Property Rights Clause in Contracts

Inventions and Intellectual Property Rights. 15.1 The Executive acknowledges that all Employment IPRs, Employment Inventions and all materials embodying them shall automatically belong to the Company to the fullest extent permitted by law. To the extent that they do not vest in the Company automatically, the Executive holds them on trust for the Company. 15.2 The Executive acknowledges that, because of the nature of his duties, which includes research and development, including creating and developing Employment Inventions and Employment IPRs, and the particular responsibilities arising from the nature of his duties, he has, and shall have at all times while he is employed by the Company, a special obligation to further the interests of the Company. 15.3 To the extent that legal title in any Employment IPRs or Employment Inventions does not vest in the Company by virtue of clause 15.1, the Executive agrees, immediately upon creation of such rights and inventions, to offer to the Company in writing a right of first refusal to acquire them on arm’s length terms to be agreed between the parties. If the parties cannot agree on such terms within 30 days of the Company receiving the offer, the Company shall refer the dispute to an arbitrator who shall be nominated by CEDR. The arbitrator’s decisions shall be final and binding on the parties, and the costs of arbitration shall be borne equally by the parties. The Executive agrees that the provisions of this clause 15.3 shall apply to all Employment IPRs and Employment Inventions offered to the Company under this clause 15.3 until such time as the Company has agreed in writing that the Executive may offer them for sale to a third party. 15.4 The Executive agrees: 15.4.1 to give the Company full written details of all Inventions which relate to or are capable of being used in the business of the Company or any Group Company promptly on their creation; 15.4.2 at the Company’s request and in any event on the termination of his employment to give to the Company all originals and copies of correspondence, documents, papers and records on all media which record or relate to any of the Employment IPRs; 15.4.3 not to attempt to register any Employment IPR nor patent any Employment Invention unless requested to do so by the Company; and 15.4.4 to keep confidential each Employment Invention unless the Company has consented in writing to its disclosure by the Executive. 15.5 The Executive waives all his present and future moral rights which arise under the Copyright Designs and Patents Xxx 0000, and all similar rights in other jurisdictions relating to any copyright which forms part of the Employment IPRs, and agrees not to support, maintain nor permit any claim for infringement of moral rights in such copyright works. 15.6 The Executive acknowledges that, except as provided by law, no further remuneration or compensation other than that provided for in this Agreement is or may become due to the Executive in respect of his compliance with this clause 15.

Appears in 2 contracts

Samples: Executive Service Agreement (INC Research Holdings, Inc.), Executive Service Agreement (INC Research Holdings, Inc.)

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Inventions and Intellectual Property Rights. 15.1 16.1 The Executive acknowledges that all Employment IPRs, Employment Inventions and all materials embodying them shall automatically belong to the Company to the fullest extent permitted by law. To the extent that they do not vest in the Company automatically, the Executive holds them on trust for the Company. 15.2 16.2 The Executive acknowledges that, because of the nature of his duties, which includes research and development, including creating and developing Employment Inventions and Employment IPRs, and the particular responsibilities arising from the nature of his duties, he has, and shall have at all times while he is employed by the Company, a special obligation to further the interests of the Company and any Group Company. 15.3 16.3 To the extent that legal title in any Employment IPRs or Employment Inventions does not vest in the Company by virtue of clause 15.116.1, the Executive agrees, immediately upon creation of such rights and inventions, to offer to the Company in writing a right of first refusal to acquire them on arm’s length terms to be agreed between the parties. If the parties cannot agree on such terms within 30 days of the Company receiving the offer, the Company shall refer the dispute to an arbitrator who shall be nominated by CEDR. The arbitrator’s decisions shall be final and binding on the parties, and the costs of arbitration shall be borne equally by the parties. The Executive agrees that the provisions of this clause 15.3 16.3 shall apply to all Employment IPRs and Employment Inventions offered to the Company under this clause 15.3 16.3 until such time as the Company has agreed in writing that the Executive may offer them for sale to a third party. 15.4 16.4 The Executive agrees: 15.4.1 16.4.1 to give the Company full written details of all Inventions which relate to or are capable of being used in the business of the Company or any Group Company promptly on their creation; 15.4.2 16.4.2 at the Company’s request and in any event on the termination of his employment Termination Date to give to the Company all originals and copies of correspondence, documents, papers and records on all media which record or relate to any of the Employment IPRs; 15.4.3 16.4.3 not to attempt to register any Employment IPR nor patent any Employment Invention unless requested to do so by the Company; and 15.4.4 16.4.4 to keep confidential each Employment Invention unless the Company has consented in writing to its disclosure by the Executive. 15.5 16.5 The Executive waives all his present and future moral rights which arise under the Copyright Designs and Patents Xxx 0000, and all similar rights in other jurisdictions relating to any copyright which forms part of the Employment IPRs, and agrees not to support, maintain nor permit any claim for infringement of moral rights in such copyright works. 15.6 16.6 The Executive acknowledges that, except as provided by law, no further remuneration or compensation other than that provided for in this Agreement is or may become due to the Executive in respect of his compliance with this clause 1516.

Appears in 2 contracts

Samples: Executive Service Agreement, Executive Service Agreement (INC Research Holdings, Inc.)

Inventions and Intellectual Property Rights. 15.1 16.1 The Executive Employee acknowledges that all Employment IPRs, Employment Inventions and all materials embodying them shall automatically belong to the Company or relevant Group Company to the fullest extent permitted by law. To the extent that they do not vest in the Company or relevant Group Company automatically, the Executive Employee holds them on trust for the Company or relevant Group Company. 15.2 16.2 The Executive Employee acknowledges that, because of the nature of his her duties, which includes research and development, including creating and developing Employment Inventions and Employment IPRs, and the particular responsibilities arising from the nature of his her duties, he she has, and shall have at all times while he she is employed by the Company, a special obligation to further the interests of the CompanyCompany and the Group Companies. 15.3 16.3 To the extent that legal title in any Employment IPRs or Employment Inventions does not vest in the Company or relevant Group Company by virtue of clause 15.116.1, the Executive Employee agrees, immediately upon creation of such rights and inventions, to offer to the Company or relevant Group Company in writing a right of first refusal to acquire them on arm’s length terms to be agreed between the parties. If the parties cannot agree on such terms within 30 days of the Company or relevant Group Company receiving the offer, the Company shall refer the dispute to an arbitrator who shall be nominated by CEDR. The arbitrator’s 's decisions shall be final and binding on the parties, and the costs of arbitration shall be borne equally by the parties. The Executive Employee agrees that the provisions of this clause 15.3 16.3 shall apply to all Employment IPRs and Employment Inventions offered to the Company under this clause 15.3 16.3 until such time as the Company has agreed in writing that the Executive Employee may offer them for sale to a third party. 15.4 16.4 The Executive Employee agrees: 15.4.1 16.4.1 to give the Company full written details of all Inventions which relate to or are capable of being used in the business of the Company or and/or any Group Company promptly on their creation; 15.4.2 16.4.2 at the Company’s 's request and in any event on the termination of his her employment to give to the Company all originals and copies of correspondence, documents, papers and records on all media which record or relate to any of the Employment IPRs; 15.4.3 16.4.3 not to attempt to register any Employment IPR nor patent any Employment Invention unless requested to do so by the Company; and 15.4.4 16.4.4 to keep confidential each Employment Invention unless the Company has consented in writing to its disclosure by the ExecutiveEmployee. 15.5 16.5 The Executive Employee waives all his her present and future moral rights which arise under the Copyright Designs and Patents Xxx Axx 0000, and all similar rights in other jurisdictions relating to any copyright which forms part of the Employment IPRs, and agrees not to support, maintain nor permit any claim for infringement of moral rights in such copyright works. 15.6 16.6 The Executive Employee acknowledges that, except as provided by law, no further remuneration or compensation other than that provided for in this Agreement is or may become due to the Executive Employee in respect of his her compliance with this clause 1516.

Appears in 1 contract

Samples: Service Agreement (Intercept Pharmaceuticals Inc)

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Inventions and Intellectual Property Rights. 15.1 16.1 The Executive Employee acknowledges that all Employment IPRs, Employment Inventions and all materials embodying them shall automatically belong to the Company to the fullest extent permitted by law. To the extent that they do not vest in the Company automatically, the Executive Employee holds them on trust for the Company. 15.2 16.2 The Executive Employee acknowledges that, because of the nature of his her duties, which includes research and development, including creating and developing Employment Inventions and Employment IPRs, and the particular responsibilities arising from the nature of his her duties, he she has, and shall have at all times while he she is employed by the Company, a special obligation to further the interests of the Company. 15.3 16.3 To the extent that legal title in any Employment IPRs or Employment Inventions does not vest in the Company by virtue of clause 15.116.1, the Executive Employee agrees, immediately upon creation of such rights and inventions, to offer to the Company in writing a right of first refusal to acquire them on arm’s length terms to be agreed between the parties. If the parties cannot agree on such terms within 30 days of the Company receiving the offer, the Company shall refer the dispute to an arbitrator who shall be nominated by CEDR. The arbitrator’s 's decisions shall be final and binding on the parties, and the costs of arbitration shall be borne equally by the parties. The Executive Employee agrees that the provisions of this clause 15.3 16.3 shall apply to all Employment IPRs and Employment Inventions offered to the Company under this clause 15.3 16.3 until such time as the Company has agreed in writing that the Executive Employee may offer them for sale to a third party. 15.4 16.4 The Executive Employee agrees: 15.4.1 16.4.1 to give the Company full written details of all Inventions which relate to or are capable of being used in the business of the Company or and/or any Group Company promptly on their creation; 15.4.2 16.4.2 at the Company’s 's request and in any event on the termination of his her employment to give to the Company all originals and copies of correspondence, documents, papers and records on all media which record or relate to any of the Employment IPRs; 15.4.3 16.4.3 not to attempt to register any Employment IPR nor patent any Employment Invention unless requested to do so by the Company; and 15.4.4 16.4.4 to keep confidential each Employment Invention unless the Company has consented in writing to its disclosure by the ExecutiveEmployee. 15.5 16.5 The Executive Employee waives all his her present and future moral rights which arise under the Copyright Designs and Patents Xxx Axx 0000, and all similar rights in other jurisdictions relating to any copyright which forms part of the Employment IPRs, and agrees not to support, maintain nor permit any claim for infringement of moral rights in such copyright works. 15.6 16.6 The Executive Employee acknowledges that, except as provided by law, no further remuneration or compensation other than that provided for in this Agreement is or may become due to the Executive Employee in respect of his her compliance with this clause 1516.

Appears in 1 contract

Samples: Service Agreement (Intercept Pharmaceuticals Inc)

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