Common use of Inventions and Original Works Clause in Contracts

Inventions and Original Works. Unless otherwise specified in a Task Order, Independent Contractor and Company agrees that all right, title, and interest in and to any and all software, original works of authorship, developments, concepts, improvements, designs, discoveries, inventions, ideas, trademarks or trade secrets, whether or not patentable or registrable under copyright or similar laws (collectively referred to as "Inventions"), which exist prior to this Agreement remain the property of the Independent Contractor. Independent Contractor agrees that any Inventions which have originated by the Independent Contractor for purposes of fulfilling this Agreement, which Independent Contractor or Consultant may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the term of this Agreement shall be and are hereby mutually assigned to the Company, or its designee, and Independent Contractor except for any Inventions which: (1) Independent Contractor or Consultant developed entirely on its own time without using the Company's equipment, supplies, facilities, or Confidential Information; (2) are unrelated to the Company's business; and (3) do not result from any work the Independent Contractor or Consultant performed for the Company. Independent Contractor further agrees to assist Company, at Company's expense, to execute all documents and take all actions to vest title in Company and to effect the assignment upon request and to obtain patents or copyrights for any Inventions, including but not limited to: (1) providing, if requested, all data, plans, specifications, descriptions, documentation, and other information; (2) requiring its Consultants to execute, if requested, all applications, oaths, assignments and all other instruments and papers which Company shall deem necessary; and (3) assisting Company in completing any applications or registrations relating to such Inventions. Independent Contractor acknowledges and agrees that the decision whether or not to commercialize or market any Invention is within the Company's sole discretion and that no royalty or other compensation of any kind will be due to Independent Contractor or Consultant as a result of the Company's efforts to commercialize or market any such Invention. Nothing contained in this Agreement shall be construed to apply to Independent Contractor's Inventions that existed prior to the Effective Date of this Agreement, and all such Inventions remain the property of Independent Contractor. If Independent Contractor performs services or delivers work product to Company that includes material not assigned to Company pursuant to this Section, Independent Contractor grants Company a fully- paid, perpetual, non-exclusive, unlimited license to modify, copy and use all such material.

Inventions and Original Works. Unless otherwise specified in a Task Order, Independent Contractor and Company Consultant agrees that all right, title, and interest in and to any and all software, original works of authorship, developments, concepts, improvements, designs, discoveries, inventions, ideas, trademarks or trade secrets, whether or not patentable or registrable under copyright or similar laws (collectively referred to as "Inventions"), which exist prior to this Agreement remain the property of the Independent Contractor. Independent Contractor agrees that any Inventions which have originated by the Independent Contractor for purposes of fulfilling this Agreement, which Independent Contractor or Consultant may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the term of this Agreement shall be and are hereby mutually assigned to the Company, Company or its designee, and Independent Contractor except for any Inventions which: (1i) Independent Contractor or Consultant developed entirely on its his own time without using the Company's equipment, supplies, facilities, or Confidential Information; (2ii) are unrelated to the Company's business; and (3iii) do not result from any work the Independent Contractor or Consultant performed for the Company. Independent Contractor Consultant further agrees to assist Company, at Company's expense, to execute all documents and take all actions to vest title in Company and to effect the assignment upon request and to obtain patents or copyrights for any Inventions, including but not limited to: (1i) providing, if requested, all data, plans, specifications, descriptions, documentation, and other information; (2ii) requiring its Consultants to execute, if requested, all applications, oaths, assignments and all other instruments and papers which Company shall deem necessary; and (3iii) assisting Company in completing any applications or registrations relating to such Inventions. Independent Contractor Consultant acknowledges and agrees that the decision whether or not to commercialize or market any Invention is within the Company's sole discretion and that no royalty or other compensation of any kind will be due to Independent Contractor or Consultant as a result of the Company's efforts to commercialize or market any such Invention. Nothing contained in this Agreement Notwithstanding the foregoing, the Company acknowledges that Consultant currently has a patent application on file with the United States Patent and Trademark Office under filing number 09- 257,875 for a "Garage Door" invention which Invention shall not be construed to apply to Independent Contractor's Inventions that existed prior to the Effective Date of this Agreement, and all such Inventions remain the property of Independent Contractor. If Independent Contractor performs services or delivers work product to Company that includes material not assigned to Company pursuant subject to this Section, Independent Contractor grants Company a fully- paid, perpetual, non-exclusive, unlimited license to modify, copy and use all such materialSection 8.

Inventions and Original Works. Unless otherwise specified in a Task Order, Independent Contractor and The Consultant shall disclose promptly to the Company agrees that all right, title, and interest in and to any and all software, original works of authorship, developments, conceptsconceptions and ideas for inventions, improvements, designs, discoveries, inventions, ideas, trademarks or trade secretsdiscoveries and works, whether or not patentable or registrable under copyright or similar laws (collectively referred to as "Inventions")copyrightable, which exist prior to this Agreement remain the property of the Independent Contractor. Independent Contractor agrees that any Inventions which have originated by the Independent Contractor for purposes of fulfilling this Agreementare made, which Independent Contractor or Consultant may solely or jointly conceive or develop or reduce to practiceconceived, or cause to be conceived or developed invented, discovered, originated, authored, created, learned or reduced to practicepractice by the Consultant, during either alone or together with others, in the course of performing his duties and responsibilities hereunder or in the course of otherwise rendering any services to the Company or which arise out of or are based upon any Confidential Information (as such term is defined in the Confidentiality Agreement) (collectively, “Proprietary Rights”) and the Consultant hereby assigns and agrees to assign all his interests therein to the Company or its nominee. Upon the request of this Agreement the Company and at the Company’s sole expense, discretion and exclusive control, the Consultant shall apply, or assist and cooperate with Company in applying for, patents or other legal protections for any such inventions and discoveries in the United States and all foreign countries (and for any extension, continuation, validation, reissue or renewal thereof). The Consultant agrees to execute all papers necessary therefor, including assignments to the Company or its nominee, without consideration, and also agree without further consideration, to provide such information as may be required by the Company and are hereby mutually assigned to assist the Company, or its designeedesignees, in the preparation and Independent Contractor except for prosecution of any Inventions which: (1) Independent Contractor such invention or discovery. The Consultant developed entirely on its own time without using hereby irrevocably appoints the Company's equipment, supplies, facilities, or Confidential Information; (2) are unrelated to Company as the Company's business; and (3) do not result from any work the Independent Contractor or Consultant performed Consultant’s attorney-in-fact for the Company. Independent Contractor further agrees purpose of executing the documents in the Consultant’s name as may be necessary or desirable to assist Company, at Company's expense, to execute all documents and take all actions to vest title in Company and to effect carry out the assignment upon request and to obtain patents or copyrights for any Inventions, including but not limited to: (1) providing, if requested, all data, plans, specifications, descriptions, documentation, and other information; (2) requiring its Consultants to execute, if requested, all applications, oaths, assignments and all other instruments and papers which Company shall deem necessary; and (3) assisting Company in completing any applications or registrations relating to such Inventions. Independent Contractor acknowledges and agrees that the decision whether or not to commercialize or market any Invention is within the Company's sole discretion and that no royalty or other compensation of any kind will be due to Independent Contractor or Consultant as a result of the Company's efforts to commercialize or market any such Invention. Nothing contained in this Agreement shall be construed to apply to Independent Contractor's Inventions that existed prior to the Effective Date purposes of this Agreement, and all such Inventions remain the property of Independent Contractor. If Independent Contractor performs services or delivers work product to Company that includes material not assigned to Company pursuant to this Section, Independent Contractor grants Company a fully- paid, perpetual, non-exclusive, unlimited license to modify, copy and use all such materialSection 5.

Inventions and Original Works. Unless otherwise specified in a Task Order, Independent Contractor and Company Consultant agrees that all right, title, and interest in and to any and all software, original works of authorship, developments, concepts, improvements, designs, discoveries, inventions, ideas, trademarks or trade secrets, whether or not patentable or registrable under copyright or similar laws (collectively referred to as "Inventions"), which exist prior to this Agreement remain the property of the Independent Contractor. Independent Contractor agrees that any Inventions which have originated by the Independent Contractor for purposes of fulfilling this Agreement, which Independent Contractor or Consultant may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the term of this Agreement shall be and are hereby mutually assigned to the Company, Company or its designee, and Independent Contractor except for any Inventions which: (1i) Independent Contractor or Consultant developed entirely on its own time without using the Company's equipment, supplies, facilities, or Confidential Information; (2ii) are unrelated to the Company's business; and (3iii) do not result from any work the Independent Contractor or Consultant performed for the Company. Independent Contractor Consultant further agrees to assist Company, at Company's expense, to execute all documents and take all actions to vest title in Company and to effect the assignment upon request and to obtain patents or copyrights for any Inventions, including but not limited to: (1i) providing, if requested, all data, plans, specifications, descriptions, documentation, and other information; (2ii) requiring its Consultants to execute, if requested, all applications, oaths, assignments and all other instruments and papers which Company shall deem necessary; and (3iii) assisting Company in completing any applications or registrations relating to such Inventions. Independent Contractor Consultant acknowledges and agrees that the decision whether or not to commercialize or market any Invention is within the Company's sole discretion and that no royalty or other compensation of any kind will be due to Independent Contractor or Consultant as a result of the Company's efforts to commercialize or market any such Invention. Nothing contained in this Agreement Notwithstanding the foregoing, the Company acknowledges that Consultant currently has a patent application on file with the United States Patent and Trademark Office under filing number 09- 257,875 for a "Garage Door" invention which Invention shall not be construed to apply to Independent Contractor's Inventions that existed prior to the Effective Date of this Agreement, and all such Inventions remain the property of Independent Contractor. If Independent Contractor performs services or delivers work product to Company that includes material not assigned to Company pursuant subject to this Section, Independent Contractor grants Company a fully- paid, perpetual, non-exclusive, unlimited license to modify, copy and use all such materialSection 8.