Inventions and Other Intellectual Property. 13.1 The Executive may make inventions or create other intellectual property during the Employment. In this respect the Executive has a special responsibility to further the interests of the Company and the Group given the Executive’s position at the Company and the remuneration paid to the Executive under this Agreement. 13.2 In recognition of the Executive’s position, remuneration and responsibility, the Executive acknowledges and agrees that any invention, improvement, design, process, information, copyright work, trade xxxx, trade name or get-up or any other intellectual property (together the “Intellectual Property”) made, created or discovered by him during the Employment (whether capable of being patented or registered or not) in conjunction with or in any way affecting or relating to the business of the Company or any Group Company or capable of being used or adapted for use in the Company or any such Group Company or in connection therewith shall be immediately disclosed to the Company and shall belong to and be the absolute property of the Company or such Group Company as the Company may direct. 13.3 However clause 13.2 shall only apply to the extent that any invention was made by the Executive in the course of his duties or in the course of duties falling outside the Executive’s normal duties but which have been specifically assigned to him (together “Duties”) and (i) such invention was reasonably expected to result therefrom; and/or (ii) at the time of making the invention, because of the nature of his Duties and the particular responsibilities arising therefrom, the Executive had a special obligation to further the interests of the Company. 13.4 The Executive acknowledges that he has no rights, interest or claims, either during the Employment or after the termination of the Employment, in or to any such Intellectual Property and he shall not use such Intellectual Property other than during the period of the Employment and for the purpose of the Company or the Group. 13.5 If and whenever required to do so by the Company, (whether during the Employment or after its termination), the Executive shall at the expense of the Company or such Group Company as the Company may direct:
Appears in 1 contract
Inventions and Other Intellectual Property. 13.1 14.1 The parties foresee that the Executive may make inventions or create other intellectual property during Intellectual Property in the Employment. In course of his duties and agree that in this respect the Executive has a special responsibility to further the interests of AstraZeneca, the Company and the any Group given the Executive’s position at the Company and the remuneration paid to the Executive under this AgreementCompany.
13.2 In recognition of the Executive’s position, remuneration and responsibility, the Executive acknowledges and agrees that any 14.2 Any invention, improvement, design, process, information, copyright work, computer program, trade xxxx, trade name or get-up up, work or any other intellectual property output (together the “Intellectual Property”Work) made, created or discovered by him the Executive during the Employment (whether capable of being patented or registered or notnot and whether or not made or discovered in the course of the Employment) in conjunction with or in any way affecting or relating to the business of the Company or of any Group Company or capable of being used or adapted for use in the Company or any such Group Company or in connection therewith with such business, together with all lntellectual Property subsisting therein, (collectively lntellectual Property Rights) shall be disclosed immediately disclosed to the Company and shall (subject to sections 39 to 43 Patents Act 1977) belong to and be the absolute property of the Company or such Group Company as the Company may directdirect and the Executive hereby assigns to the Company with full title guarantee and by way of present assignment of future rights, ail such copyright, database rights, design rights (and any other lntellectual Property capable of assignment by way of present assignment of future rights) which may fall within the definition of the lntellectual Property Rights absolutely for the full term of those rights.
13.3 However clause 13.2 shall only apply to the extent that any invention was made by the Executive in the course of his duties or in the course of duties falling outside the Executive’s normal duties but which have been specifically assigned to him (together “Duties”) and (i) such invention was reasonably expected to result therefrom; and/or (ii) at the time of making the invention, because of the nature of his Duties and the particular responsibilities arising therefrom, the Executive had a special obligation to further the interests of the Company.
13.4 The Executive acknowledges that he has no rights, interest or claims, either during the Employment or after the termination of the Employment, in or to any such Intellectual Property and he shall not use such Intellectual Property other than during the period of the Employment and for the purpose of the Company or the Group.
13.5 14.3 If and whenever required so to do so by the Company, (whether during the Employment or after its termination), Company the Executive shall at the expense of the Company or such Group Company as the Company may direct:
(a) apply or join with the Company or such Group Company in applying for patent or other protection or registration in the United Kingdom and in any other part of the world for any lntellectual Property Rights; and
(b) execute all instruments and do all things necessary for vesting all lntellectual Property Rights (including such patent or other protection or registration when so obtained) and all right, title and interest to and in them absolutely, with full title guarantee and as sole beneficial owner, in the Company or such Group Company or in such other person as the Company may specify.
14.4 The Executive irrevocably and unconditionally waives all rights under Chapter IV of Part I Copyright Designs and Patents Xxx 0000 in connection with his authorship of any existing or future copyright work in the course of the Employment, in whatever part of the world such rights may be enforceable including, without limitation:
(a) the right conferred by section 77 of that Act to be identified as the author of any such work; and
(b) the right conferred by section 80 of that Act not to have any such work subjected to derogatory treatment.
14.5 The Executive irrevocably appoints the Company to be his Attorney in his name and on his behalf to execute any such instrument or do any such thing and generally to use his name for the purpose of giving to the Company the full benefits of this clause A certificate in writing in favour of any third party signed by any director or by the Secretary of the Company that any instrument or act falls within the authority conferred by this Agreement shall be conclusive evidence that such is the case.
14.6 Nothing in this clause 14 shall be construed as restricting the rights of the Executive or the Company under sections 39 to 43 Patents Xxx 0000.
Appears in 1 contract
Samples: Service Agreement (Astrazeneca PLC)
Inventions and Other Intellectual Property. 13.1 18.1 The Executive may make inventions or create other intellectual property during the Employment. In this respect the Executive has a special responsibility to further the interests of the Company and the Group given the Executive’s position at the Company and the remuneration paid to the Executive under this Agreement.
13.2 18.2 In recognition of the Executive’s position, remuneration and responsibility, the Executive acknowledges and agrees that any invention, improvement, design, process, information, copyright work, trade xxxx, trade name or get-up or any other intellectual property (together the “Intellectual Property”) made, created or discovered by him during the Employment (whether capable of being patented or registered or not) in conjunction with or in any way affecting or relating to the business of the Company or any Group Company or capable of being used or adapted for use in the Company or any such Group Company or in connection therewith shall be immediately disclosed to the Company and shall belong to and be the absolute property of the Company or such Group Company as the Company may direct.
13.3 18.3 However clause 13.2 18.2 shall only apply to the extent that any invention was made by the Executive in the course of his duties or in the course of duties falling outside the Executive’s normal duties but which have been specifically assigned to him (together “Duties”) Duties and (i) such invention was reasonably expected to result therefrom; and/or (ii) at the time of making the invention, because of the nature of his Duties and the particular responsibilities arising therefrom, the Executive had a special obligation to further the interests of the Company.. For the purpose of this clause 18 ‘Duties’ means in the course of the Executive’s duties or in the course of duties falling outside his normal duties but which have been specifically assigned to him. Back to Contents
13.4 18.4 The Executive acknowledges acknowledge that he has no rights, interest or claims, either during the Employment or after the termination of the Employment, in or to any such Intellectual Property and he shall not use such Intellectual Property other than during the period of the Employment and for the purpose of the Company or the Group.
13.5 18.5 If and whenever required to do so by the Company, (whether during the Employment or after its termination), the Executive shall at the expense of the Company or such Group Company as the Company may direct:: 18.5.1 apply or join with the Company or such Group Company in applying for letters patent or other protection or registration in the United Kingdom and in any other part of the world for any such Intellectual Property; and
Appears in 1 contract
Inventions and Other Intellectual Property. 13.1 15.1 The parties foresee that the Executive may make inventions or create other intellectual property during Intellectual Property in the Employment. In course of his duties and agree that in this respect the Executive has a special responsibility to further the interests of the Company and any Group Company.
15.2 The Executive agrees that he will promptly make full written disclosure to the Group given Company, will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all of his right, title and interest throughout the world in and to any and all Intellectual Property, whether or not patentable or registrable under copyright, trademark or similar laws, which he may solely or jointly develop, or cause to be developed, during the term of the Employment, whether during working hours or otherwise (collectively referred to as “Developed Intellectual Property”). The Executive further acknowledges that all Developed Intellectual Property which are original works of authorship or otherwise constitute copyrightable subject matter are “works made for hire” within the meaning of the United States Copyright Act and any similar laws of other jurisdictions (to the greatest extent permitted by applicable law) and are compensated by the Executive’s position salary.
15.3 The Executive agrees to keep and maintain adequate and current written records of all Developed Intellectual Property during the term of the Employment with the Company. The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks, and/or any other suitable format. Such records and any other materials or media embodying Developed Intellectual Property or Confidential Information will be available to and remain the sole property of the Company at all times. The Executive agrees not to remove any of the foregoing records, materials or media from the Company’s place of business except as expressly permitted by Company policy which may, from time to time, be revised at the sole election of the Company for the purpose of furthering the Company’s business.
15.4 The Executive agrees to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the Developed Intellectual Property in any and all countries, including the remuneration paid disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which the Company shall deem necessary in order to apply for, obtain, maintain and transfer such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive right, title and interest in and to such Developed Intellectual Property. The Executive under further agrees that such obligation to execute or cause to be executed, when it is in his power to do so, any such instrument or papers shall continue after the termination of this Agreement.
13.2 In recognition Agreement until the expiration of the last right in such Intellectual Property to expire in any country of the world. If the Company is unable because of the Executive’s position, remuneration and responsibility, the Executive acknowledges and agrees that mental or physical incapacity or unavailability or for any invention, improvement, design, process, information, copyright other reason to secure his signature to apply for or to pursue any application for any United States or foreign patents or mask work, trade xxxx, trade name trademark or get-up or any other intellectual property (together the “copyright registrations covering Developed Intellectual Property”) made, created or discovered by him during the Employment (whether capable of being patented or registered or not) in conjunction with or in any way affecting or relating to the business of the Company or any Group Company or capable of being used or adapted for use in the Company or any such Group Company or in connection therewith shall be immediately disclosed Property assigned to the Company as above, then the Executive hereby irrevocably designates and shall belong to and be the absolute property of appoints the Company or and its duly authorized officers and agents as his agent and attorney in fact, to act for and in his behalf and stead to execute and file any such Group Company as the Company may direct.
13.3 However clause 13.2 shall only apply applications and to the extent that any invention was made by the Executive in the course of his duties or in the course of duties falling outside the Executive’s normal duties but which have been specifically assigned to him (together “Duties”) and (i) such invention was reasonably expected to result therefrom; and/or (ii) at the time of making the invention, because of the nature of his Duties and the particular responsibilities arising therefrom, the Executive had a special obligation do all other lawfully permitted acts to further the interests application for, prosecution, issuance, maintenance or transfer of Intellectual Property registrations with the same legal force and effect as if originally executed by the Executive. The Executive hereby waives and irrevocably quitclaims to the Company any and all claims, of any nature whatsoever, which the Executive may now or hereafter have for infringement of any and all Intellectual Property assigned to the Company.
13.4 The Executive acknowledges that he has no rights, interest or claims, either during the Employment or after the termination of the Employment, in or to any such Intellectual Property and he shall not use such Intellectual Property other than during the period of the Employment and for the purpose of the Company or the Group.
13.5 If and whenever required to do so by the Company, (whether during the Employment or after its termination), the Executive shall at the expense of the Company or such Group Company as the Company may direct:
Appears in 1 contract
Samples: Service Agreement (Diageo PLC)
Inventions and Other Intellectual Property. 13.1 The Executive may make inventions or create other intellectual property during the Employment. In this respect the Executive has a special responsibility to further the interests of the Company and the Group given the Executive’s 's position at the Company and the remuneration paid to the Executive under this Agreement.
13.2 In recognition of the Executive’s 's position, remuneration and responsibility, the Executive acknowledges and agrees that any invention, improvement, design, process, information, copyright work, trade xxxx, trade name or get-up or any other intellectual property (together the “"Intellectual Property”'') made, created or discovered by him during the Employment (whether capable of being patented or registered or not) in conjunction with or in any Back to Contents way affecting or relating to the business of the Company or any Group Company or capable of being used or adapted for use in the Company or any such Group Company or in connection therewith shall be immediately disclosed to the Company and shall belong to and be the absolute property of the Company or such Group Company as the Company may direct.
13.3 However clause 13.2 shall only apply to the extent that any invention was made by the Executive in the course of his duties or in the course of duties falling outside the Executive’s 's normal duties but which have been specifically assigned to him (together “"Duties”") and (i) such invention was reasonably expected to result therefrom; and/or (ii) at the time of making the invention, because of the nature of his Duties and the particular responsibilities arising therefrom, the Executive had a special obligation to further the interests of the Company.
13.4 The Executive acknowledges that he has no rights, interest or claims, either during the Employment or after the termination of the Employment, in or to any such Intellectual Property and he shall not use such Intellectual Property other than during the period of the Employment and for the purpose of the Company or the Group.
13.5 If and whenever required to do so by the Company, (whether during the Employment or after its termination), the Executive shall at the expense of the Company or such Group Company as the Company may direct:
Appears in 1 contract
Inventions and Other Intellectual Property. 13.1 The Executive may make inventions or create other intellectual property during the Employment. In this respect the Executive has a special responsibility to further the interests of the Company Employer and the Group given the Executive’s position at the Company Employer and the remuneration paid to the Executive under this Agreement.
13.2 In recognition of the Executive’s position, remuneration and responsibility, the Executive acknowledges and agrees that any invention, improvement, design, process, information, copyright work, trade xxxx, trade name or get-up getup or any other intellectual property (together the “Intellectual Property”) made, created or discovered by him during the Employment (whether capable of being patented or registered or not) in conjunction with or in any way affecting or relating to the business of the Company Employer, HBAP or any Group Company or capable of being used or adapted for use in the Company Employer, HBAP or any such Group Company or in connection therewith shall be immediately disclosed to the Company Employer or HBAP as appropriate and shall belong to and be the absolute property of the Company Employer, HBAP or such other Group Company as the Company Employer may direct.. Back to Contents
13.3 However clause 13.2 shall only apply to the extent that any invention was made by the Executive in the course of his duties or in the course of duties falling outside the Executive’s normal duties but which have been specifically assigned to him (together “Duties”) and (iI) such invention was reasonably expected to result therefrom; and/or (ii) at the time of making the invention, because of the nature of his Duties and the particular responsibilities arising therefrom, the Executive executive had a special obligation to further the interests of the CompanyGroup.
13.4 The Executive acknowledges acknowledge that he has no rights, interest or claims, either during the Employment or after the termination of the Employment, in or to any such Intellectual Property and he shall not use such Intellectual Property other than during the period of the Employment and for the purpose of the Company Employer, HBAP or the Group.
13.5 If and whenever required to do so by the CompanyEmployer, (whether during the Employment or after its termination), the Executive shall at the expense of the Company Employer, HBAP or such other Group Company as the Company Employer may direct:
Appears in 1 contract
Inventions and Other Intellectual Property. 13.1 15.1 The parties foresee that the Executive may make inventions or create other intellectual property during Intellectual Property in the Employment. In course of his duties and agree that in this respect the Executive has a special responsibility to further the interests of the Company and any Group Company.
15.2 The Executive agrees that he will promptly make full written disclosure to the Group given Company, will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all of his right, title and interest throughout the world in and to any and all Intellectual Property, whether or not patentable or registrable under copyright, trademark or similar laws, which he may solely or jointly develop, or cause to developed, during the term of the Employment, whether during working hours or otherwise (collectively referred to as “Developed Intellectual Property”). The Executive further acknowledges that all Developed Intellectual Property which are original works of authorship or otherwise constitute copyrightable subject matter are “works made for hire” within the meaning of the United States Copyright Act and any similar laws of other jurisdictions (to the greatest extent permitted by applicable law) and are compensated by the Executive’s position salary.
15.3 The Executive agrees to keep and maintain adequate and current written records of all Developed Intellectual Property during the term of the Employment with the Company. The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks, and/or any other suitable format. Such records and any other materials or media embodying Developed Intellectual Property or Confidential Information will be available to and remain the sole property of the Company at all times. The Executive agrees not to remove any of the foregoing records, materials or media from the Company’s place of business except as expressly permitted by Company policy which may, from time to time, be revised at the sole election of the Company for the purpose of furthering the Company’s business.
15.4 The Executive agrees to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the Developed Intellectual Property in any and all countries, including the remuneration paid disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which the Company shall deem necessary in order to apply for, obtain, maintain and transfer such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive right, title and interest in and to such Developed Intellectual Property. The Executive under further agrees that such obligation to execute or cause to be executed, when it is in his power to do so, any such instrument or papers shall continue after the termination of this Agreement.
13.2 In recognition Agreement until the expiration of the last right in such Intellectual Property to expire in any country of the world. If the Company is unable because of the Executive’s position, remuneration and responsibility, the Executive acknowledges and agrees that mental or physical incapacity or unavailability or for any invention, improvement, design, process, information, copyright other reason to secure his signature to apply for or to pursue any application for any United States or foreign patents or mask work, trade xxxx, trade name trademark or get-up or any other intellectual property (together the “copyright registrations covering Developed Intellectual Property”) made, created or discovered by him during the Employment (whether capable of being patented or registered or not) in conjunction with or in any way affecting or relating to the business of the Company or any Group Company or capable of being used or adapted for use in the Company or any such Group Company or in connection therewith shall be immediately disclosed Property assigned to the Company as above, then the Executive hereby irrevocably designates and shall belong to and be the absolute property of appoints the Company or and its duly authorized officers and agents as his agent and attorney in fact, to act for and in his behalf and stead to execute and file any such Group Company as the Company may direct.
13.3 However clause 13.2 shall only apply applications and to the extent that any invention was made by the Executive in the course of his duties or in the course of duties falling outside the Executive’s normal duties but which have been specifically assigned to him (together “Duties”) and (i) such invention was reasonably expected to result therefrom; and/or (ii) at the time of making the invention, because of the nature of his Duties and the particular responsibilities arising therefrom, the Executive had a special obligation do all other lawfully permitted acts to further the interests application for, prosecution, issuance, maintenance or transfer of Intellectual Property registrations with the same legal force and effect as if originally executed by the Executive. The Executive hereby waives and irrevocably quitclaims to the Company any and all claims, of any nature whatsoever, which the Executive may now or hereafter have for infringement of any and all Intellectual Property assigned to the Company.
13.4 The Executive acknowledges that he has no rights, interest or claims, either during the Employment or after the termination of the Employment, in or to any such Intellectual Property and he shall not use such Intellectual Property other than during the period of the Employment and for the purpose of the Company or the Group.
13.5 If and whenever required to do so by the Company, (whether during the Employment or after its termination), the Executive shall at the expense of the Company or such Group Company as the Company may direct:
Appears in 1 contract
Samples: Service Agreement (Diageo PLC)
Inventions and Other Intellectual Property. 13.1 The Executive may make inventions or create other intellectual property during the Employment. In this respect the Executive has a special responsibility to further the interests of the Company Company, HSBC and the Group given the Executive’s position at the Company HSBC and the remuneration paid to the Executive under this Agreement.
13.2 In recognition of the Executive’s position, remuneration and responsibility, the Executive acknowledges and agrees that any invention, improvement, design, process, information, copyright work, trade xxxx, trade name or get-up or any other intellectual property (together the “Intellectual Property”) made, created or discovered by him during the Employment (whether capable of being patented or registered or not) in conjunction with or in any way affecting or relating to the business of HSBC, the Company or any Group Company or capable of being used or adapted for use in HSBC, the Company or any such Group Company or in connection therewith shall be immediately disclosed to the Company and shall belong to and be the absolute property of the Company HSBC or such Group Company as the Company may direct.
13.3 However clause 13.2 shall only apply to the extent that any invention was made by the Executive in the course of his duties or in the course of duties falling outside the Executive’s normal duties but which have been specifically assigned to him (together “Duties”) and (i) such invention was reasonably expected to result therefrom; and/or (ii) at the time of making the invention, because of the nature of his Duties and the particular responsibilities arising therefrom, the Executive had a special obligation to further the interests of HSBC, the CompanyCompany and the Group.
13.4 The Executive acknowledges that he has no rights, interest or claims, either during the Employment or after the termination of the Employment, in or to any such Intellectual Property and he shall not use such Intellectual Property other than during the period of the Employment and for the purpose of HSBC, the Company or the Group.
13.5 If and whenever required to do so by the Company, (whether during the Employment or after its termination), the Executive shall at the expense of the Company or such Group Company as the Company may direct:
Appears in 1 contract
Inventions and Other Intellectual Property. 13.1 18.1 The Executive may make inventions or create other intellectual property during the Employment. In this respect the Executive has a special responsibility to further the interests of the Company and the Group given the Executive’s position at the Company Employer and the remuneration paid to the Executive under this Agreement.
13.2 18.2 In recognition of the Executive’s position, remuneration and responsibility, the Executive acknowledges and agrees that any invention, improvement, design, process, information, copyright work, trade xxxx, trade name or get-up or any other intellectual property (together the “Intellectual Property”) made, created or discovered by him during the Employment (whether capable of being patented or registered or not) in conjunction with or in any way affecting or relating to the business of the Company or any Group Company or capable of being used or adapted for use in the Company or any such Group Company or in connection therewith shall be immediately disclosed to the Company Employer and shall belong to and be the absolute property of the Company Employer or such Group Company as the Company Employer may direct.
13.3 18.3 However clause 13.2 18.2 shall only apply to the extent that any invention was made by the Executive in the course of his duties or in the course of duties falling outside the Executive’s normal duties but which have been specifically assigned to him (together “Duties”) Duties and (i) such invention was reasonably expected to result therefrom; and/or (ii) at the time of making the invention, because of the nature of his Duties and the particular responsibilities arising therefrom, the Executive had a special obligation to further the interests of the CompanyGroup. For the purpose of this clause 18 ‘Duties’ means in the course of the Executive’s duties or in the course of duties falling outside his normal duties but which have been specifically assigned to him.
13.4 18.4 The Executive acknowledges that he has no rights, interest or claims, either during the Employment or after the termination of the Employment, in or to any such Intellectual Property and he shall not use such Intellectual Property other than during the period of the Employment and for the purpose of the Company or the Group.
13.5 18.5 If and whenever required to do so by the CompanyEmployer, (whether during the Employment or after its termination), the Executive shall at the expense of the Company Employer or such Group Company as the Company Employer may direct:
18.5.1 apply or join with the Employer or such Group Company in applying for letters patent or other protection or registration in the United Kingdom and in any other part of the world for any such Intellectual Property; and
18.5.2 execute and do all instruments and things necessary for vesting the said letters patent or other protection or registration when obtained and all right title and interest to and in the same absolutely and as sole beneficial owner in the Employer or such Group Company or in such other person as the Employer may specify.
18.6 The Executive agrees that he irrevocably and unconditionally waives all rights under Chapter IV of the Copyrights, Designs and Patents Xxx 0000 in connection with his authorship of any existing or future copyright work, in whatever part of the world such rights may be enforceable.
18.7 Nothing in this clause shall be construed as restricting the Executive’s rights or those of the Employer or any Group Company under the Patents Xxx 0000 and in particular, sections 39 to 43 Patents Xxx 0000.
Appears in 1 contract
Inventions and Other Intellectual Property. 13.1 3.1 The Executive may make inventions or create other intellectual property during the Employment. In this respect the Executive has a special responsibility to further the interests acknowledges that all Intellectual Property and Confidential Information, of the Company and the Group given the Executive’s position at the Company and the remuneration paid to the Executive under this Agreement.
13.2 In recognition of the Executive’s position, remuneration and responsibility, the Executive acknowledges and agrees that any invention, improvement, design, process, information, copyright work, trade xxxx, trade name or get-up or any other intellectual property (together the “Intellectual Property”) nature made, created originated or discovered by him during the Employment (whether capable of being patented developed, wholly or registered or not) in conjunction with or in any way affecting or relating to the business of the Company or any Group Company or capable of being used or adapted for use in the Company or any such Group Company or in connection therewith shall be immediately disclosed to the Company and shall belong to and be the absolute property of the Company or such Group Company as the Company may direct.
13.3 However clause 13.2 shall only apply to the extent that any invention was made partially, by the Executive at any time in the course of his duties their employment with Activision Blizzard (whether or not made, originated or developed during working hours or using Company premises or resources, whether or not recorded in material form, and whether before or after the date of the Agreement) and all materials embodying them (“Works”) shall automatically belong to and vest in the sole and exclusive ownership of Activision Blizzard absolutely to the fullest extent permitted by law, and to the extent they do not vest in Activision Blizzard automatically, the Executive shall hold for the benefit of the Company on trust all such Works until the same are vested absolutely in the Company.
3.2 For the avoidance of doubt the Executive acknowledges that any Intellectual Property or Confidential Information made, originated or developed, wholly or partially, by the Executive at any time, shall be deemed made, originated or developed in the course of duties falling outside their employment and shall be Works for all purposes in this Clause 3.
3.3 The Executive acknowledges for the Executive’s normal duties but which have been specifically assigned to him purpose of Section 39 of the Patents Act 1977 (together “Duties”as amended) and (i) such invention was reasonably expected to result therefrom; and/or (ii) at the time of making the invention, or otherwise that because of the nature of his Duties their duties and the particular responsibilities arising therefrom, from the Executive had nature of their duties they have and at all times in the course of their employment with Activision Blizzard shall have a special obligation to further the interests of the undertakings of Activision Blizzard and of any Group Company.
13.4 3.4 The Executive undertakes: (i) to notify and disclose to Activision Blizzard in writing full details of all Works promptly upon creation, whether or not in material form, (ii) (without prejudice to the provisions of Clause 3.1) to promptly whenever requested by Activision Blizzard and in any event upon the termination of their employment to give to Activision Blizzard all originals and copies of correspondence, documents, papers, data, information, materials and records on all media which record or relate to any Works. For the avoidance of doubt all such originals and copies shall be Confidential Information for all purposes under the Agreement; and (iii) not to attempt to register any Works nor patent any Works unless requested to do so by Activision Blizzard; and (iv) to keep confidential the Works unless Activision Blizzard has consented in writing to their disclosure by the Executive.
3.5 The Executive acknowledges that he has save as provided by law no rightsremuneration or compensation in addition to that payable under the terms of the Agreement is or may become due to them in respect of their compliance with this Schedule, interest the terms of the Agreement or claimsby statute. This clause is without prejudice to the Executive’s rights under the Patents Xxx 0000.
3.6 The Executive shall, either at the reasonable expense of Activision Blizzard, execute all such documents, make such applications, give such assistance and do such acts and things (if any) in the course of and after their employment with Activision Blizzard as may, in the reasonable opinion of Activision Blizzard, be necessary and desirable to vest all rights in the Works in the Company (or if required by it in any Group Company) and to enable Activision Blizzard to: (i) obtain registered protection in respect of any of the Works in the name of Activision Blizzard (or if required by Activision Blizzard in any Group Company) (in the United Kingdom or elsewhere throughout the world); and (ii) otherwise to protect, maintain and enforce all rights in the Works for the benefit of the Company and/or any such Group Company. Such documents may, at Activision Blizzard’s request, include waivers of all and any statutory Moral Rights relating to any copyright works which form part of the Works.
3.7 To the extent that by law any Intellectual Property of any nature made, originated or developed by the Executive at any time during the Employment term of their employment since the continuous service date specified in clause 2.2 (whether or not made, originated or developed during normal working hours and whether before or after the termination date of the EmploymentAgreement) which relates to the business of Activision Blizzard/any Group Company and which might be used or exploited in the business of Activision Blizzard (“Employee Works”) do not vest in or belong to the Company as Works under Clause 3.1 of this Schedule the Executive agrees promptly on any Employee Works coming into existence to notify Activision Blizzard in writing with details of such Employee Works and with such notice to offer to Activision Blizzard a right of first refusal to acquire the same on arm’s length market terms to be negotiated in good faith and agreed by the Executive and Activision Blizzard within 60 days of the date of such notice and in the absence of such agreement within such 60 day period; the Executive may offer the Employee Works for sale to a third party, or, the Executive and Activision Blizzard may agree that such arm’s length market terms shall be referred to an independent expert (“Expert”) agreed by the parties or failing agreement such Expert to be appointed by the President of the British Computer Society (xxx.xxx.xxx.xx) (whose decision shall, in the absence of manifest error be final and binding on the parties and whose costs shall be borne by Activision Blizzard unless otherwise determined by such Expert). The parties shall be entitled to make submissions to the Expert and shall provide (or to any procure that others provide) the Expert with such Intellectual Property assistance and he shall not use such Intellectual Property other than during documents as the period of the Employment and Expert reasonably requires for the purpose of reaching a decision. The Executive acknowledges and agree that all information and Know-how relating to any Employee Works shall be deemed Confidential Information until such time as the Company or Executive is entitled to offer them for sale as permitted hereunder, save that the Groupinformation and Know-how may be disclosed to the Expert as set out above.
13.5 If 3.8 The Executive acknowledges and whenever required agrees that any Employee Works that are protectable by copyright are considered to do so by the Company, (whether be works made during the course of their employment with Activision Blizzard within the meaning of the Copyright, Design and Patents Xxx 0000 (“Employment Created Works”). In the event that any rights to the Employment Created Works are deemed not to be works made in the course of their employment, or after its termination)in the event that the Executive should, by operation of law be deemed to retain any rights to the Employment Created Works, the Executive shall at irrevocably assigns, without any further consideration and regardless of any use by Activision Blizzard or any Group Company of any such Employment Created Work, all of their rights), title and interest, if any, in and to such Employment Created Works to Xxxx.xxx Limited (or its successors or assigns)., as the expense owner of all rights to the Employment Created Works and any derivative works of such Employment Created Works and to use, reproduce, publish, print, copy, create derivative works of, market, advertise, distribute, transfer, license, sell, publicly perform and publicly display and otherwise exploit by all means now known or later developed, such Employment Created Works and derivative works anywhere throughout the world. The Executive hereby waives all Moral Rights in the Employment Created Works and agrees not to assert such rights against any Group Company, any Group Company’s assignees, successors in title or licensees, or any other third party, and not to support, maintain or permit any claim for infringement of Moral Rights in the Employment Created Works, such waiver being effective upon the creation of such Employment Created Works. By signing this Schedule, the Executive expressly acknowledges that products derived from or services using all or any part of the Company Employment Created Works may be the result of many parties’ contributions. If this waiver of Moral Rights is not effective, the Executive agrees to exercise such Moral Rights in a manner that recognises the contribution of, and shall not have a material adverse effect upon, such third parties. Nothing in this clause 3.8 will prevent the Executive from identifying any Employment Created Works or such Group Company any derivative works which are in the public domain as the Company may direct:being their work.
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Inventions and Other Intellectual Property. 13.1 The Executive Appointee may make inventions or create other intellectual property during the Employment. In this respect the Executive Appointee has a special responsibility to further the interests of the Company and the Group given the ExecutiveAppointee’s position at the Company and the remuneration paid to the Executive Appointee under this Agreement.
13.2 In recognition of the ExecutiveAppointee’s position, remuneration and responsibility, the Executive Appointee acknowledges and agrees that any invention, improvement, design, process, information, copyright work, trade xxxx, trade name or get-up or any other intellectual property (together the “Intellectual Property”) made, created or discovered by him during the Employment (whether capable of being patented or registered or not) in conjunction with or in any way affecting or relating to the business of the Company or any Group Company or capable of being used or adapted for use in the Company or any such Group Company or in connection therewith shall be immediately disclosed to the Company and shall belong to and be the absolute property of the Company or such Group Company as the Company may direct.
13.3 However clause 13.2 shall only apply to the extent that any invention was made by the Executive Appointee in the course of his duties or in the course of duties falling outside the ExecutiveAppointee’s normal duties but which have been specifically assigned to him (together “Duties”) and (i) such invention was reasonably expected to result therefrom; and/or (ii) at the time of making the invention, because of the nature of his Duties and the particular responsibilities arising therefrom, the Executive Appointee had a special obligation to further the interests of the Company.
13.4 The Executive Appointee acknowledges that he has no rights, interest or claims, either during the Employment or after the termination of the Employment, in or to any such Intellectual Property and he shall not use such Intellectual Property other than during the period of the Employment and for the purpose of the Company or the Group.
13.5 If and whenever required to do so by the Company, (whether during the Employment or after its termination), the Executive Appointee shall at the expense of the Company or such Group Company as the Company may direct:
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Inventions and Other Intellectual Property. 13.1 The Executive may make inventions or create other intellectual property during the Employment. In this respect the Executive has a special responsibility to further the interests of the Company Company, HSBC and the Group given the Executive’s position at the Company HSBC and the remuneration paid to the Executive under this Agreement.
13.2 In recognition of the Executive’s position, remuneration and responsibility, the Executive acknowledges and agrees that any invention, improvement, design, process, information, copyright work, trade xxxx, trade name or get-up or any other intellectual property (together the “Intellectual Property”) made, created or discovered by him during the Employment (whether capable of being patented or registered or not) in conjunction with or in any way affecting or relating to the business of HSBC, the Company or any Group Company or capable of being used or adapted for use in HSBC, the Company or any such Group Company or in connection therewith shall be immediately disclosed to the Company and shall belong to and be the absolute property of HSBC, the Company or such Group Company as the Company may direct.. Back to Contents
13.3 However clause 13.2 shall only apply to the extent that any invention was made by the Executive in the course of his duties or in the course of duties falling outside the Executive’s normal duties but which have been specifically assigned to him (together “Duties”) and (i) such invention was reasonably expected to result therefrom; and/or (ii) at the time of making the invention, because of the nature of his Duties and the particular responsibilities arising therefrom, the Executive had a special obligation to further the interests of the CompanyCompany and HSBC.
13.4 The Executive acknowledges that he has no rights, interest or claims, either during the Employment or after the termination of the Employment, in or to any such Intellectual Property and he shall not use such Intellectual Property other than during the period of the Employment and for the purpose of HSBC, the Company or the Group.
13.5 If and whenever required to do so by the Company, (whether during the Employment or after its termination), the Executive shall at the expense of the Company or such Group Company as the Company may direct:
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