Inventions and Other Intellectual Property. 14.1 The parties foresee that the Executive may make inventions or create other intellectual property in the course of his duties hereunder and agree that in this respect the Executive has a special responsibility to further the interests of the Employer and the Group Companies. 14.2 Any invention, or improvement, design, process, information, copyright work, trade mxxx or trade name or get-up made, created or discovered by the Executive during the continuance of the Employment (whether capable of being patented or registered or not 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 any company in the Group or capable of being used or adapted for use therein or in connection therewith shall forthwith be disclosed to the Employer and shall (subject to sections 39 to 43 Patents Act 1977) belong to and be the absolute property of the Employer or such Group Company as the Employer may direct. Back to Contents 14.3 The Executive if and whenever required so to do by the Employer shall at the expense of the Employer or such Group Company as the Employer may direct: (a) 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 invention, improvement, design, process, information, work, trade mxxx, trade name or get-up as aforesaid; and (b) 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. 14.4 The Executive hereby irrevocably and unconditionally waives all rights under Chapter IV, Copyright, Designs and Patents Axx 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 hereby irrevocably appoints the Employer to be his Attorney in his name and on his behalf to execute and do any such instrument or thing and generally to use his name for the purpose of giving to the Employer the full benefit of this clause. In favour of any third party a certificate in writing signed by any Director or by the Secretary of the Employer that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case. 14.6 Nothing in this clause shall be construed as restricting the rights of the Executive or the Employer under sections 39 to 43 Patents Axx 0000. Back to Contents
Appears in 2 contracts
Samples: Service Agreement (HSBC Holdings PLC), Service Agreement (HSBC Holdings PLC)
Inventions and Other Intellectual Property. 14.1 9.1 The parties foresee that the Executive Employee may make inventions or create other industrial or intellectual property in the course of his duties hereunder and agree that in this respect the Executive has a special responsibility to further the interests of the Employer and the Group CompaniesSecondment.
14.2 9.2 Any discovery, development, invention, or improvement, design, process, formula, information, computer program, semi-conductor or other topography, copyright work, trade mxxx xxxx or trade name or get-up made, created devised, developed or discovered by the Executive Employee during the continuance of the Employment Secondment (whether capable of being patented or registered or not and whether not) either alone or not made or discovered with any other person in the course of the Employment) in conjunction connection with or in any way anyway affecting or relating to the business of any company in the Group Host or capable of being used or adapted for use therein or in connection therewith ("Works") shall forthwith be disclosed to the Employer Host and shall (subject to sections 39 to 43 the provisions of the Patents Act 1977) belong to and be the absolute property of the Host.
9.3 The Employee and/or Employer or such Group Company as the Employer may direct. Back to Contents
14.3 The Executive if and whenever required so to do by the Employer Host shall at the expense of the Employer or such Group Company as the Employer may directHost:
(a) 9.3.1 apply or join with the Employer or such Group Company Host in applying for letters patent patent, registered design, trade xxxx or other protection or registration in the United Kingdom and in any other part of the world for any such invention, improvement, design, process, information, work, trade mxxx, trade name or get-up as aforesaidWorks; and
(b) 9.3.2 execute and do all instruments and things necessary for vesting the said letters patent such patents, registered designs, trade marks 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 Host or in such other person as the Employer Host may specify; and
9.3.3 sign and execute all such documents, and do all such things as the Host may reasonably require in respect of any proceedings in respect of such applications and any publication or application for revocation of such patent, unregistered designs, trade marks or other protection.
14.4 9.4 The Executive Employee and/or Employer hereby irrevocably and unconditionally waives waive all rights under Chapter IV, IV Copyright, Designs and Patents Axx Xxx 0000 and any other moral rights which they may have in the Works in connection with his the authorship of any existing or future copyright work in the course of the EmploymentSecondment, in whatever part of the world such rights may be enforceableenforceable [, including, without limitation:
(a) 9.4.1 the right conferred by section 77 of that Act to be identified as the author of any such work; and
(b) 9.4.2 the right conferred by section 80 of that Act not to have any such work subjected to derogatory treatment.
14.5 9.5 The Executive Employee and/or Employer hereby irrevocably appoints appoint the Employer Host to be his their Attorney in his name their names and on his their behalf to execute and do any such instrument or thing and generally to use his name their names for the purpose of giving to the Employer Host the full benefit of this clause. In favour of any third party a certificate in writing signed by any Director director or by the Secretary secretary of the Employer Host that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case.
14.6 Nothing in this clause shall be construed as restricting the rights of the Executive or the Employer under sections 39 to 43 Patents Axx 0000. Back to Contents
Appears in 2 contracts
Samples: Secondment Agreement, Secondment Agreement
Inventions and Other Intellectual Property. 14.1 The parties foresee that the Executive may make inventions or create other intellectual property in the course of his duties hereunder and agree that in this respect the Executive has a special responsibility to further the interests of the Employer and the Group Companies.
14.2 Any invention, or improvement, design, process, information, copyright work, trade mxxx or trade name or get-up made, created or discovered by the Executive during the continuance of the Employment (whether capable of being patented or registered or not 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 any company in the Group or capable of being used or adapted for use therein or in connection therewith shall forthwith be disclosed to the Employer and shall (subject to sections 39 to 43 Patents Act 1977) belong to and be the absolute property of the Employer or such Group Company as the Employer may direct. Back to Contents.
14.3 The Executive if and whenever required so to do by the Employer shall at the expense of the Employer or such Group Company as the Employer may direct:: Back to Contents
(a) apply or join with the Employer or such Group Company in applying for letters letters, patent or other protection or registration in the United Kingdom and in any other part of the world for any such invention, improvement, design, process, information, work, trade mxxx, trade name or get-up as aforesaid; and
(b) 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.
14.4 The Executive hereby irrevocably and unconditionally waives all rights under Chapter IV, Copyright, Designs and Patents Axx 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 hereby irrevocably appoints the Employer to be his Attorney in his name and on his behalf to execute and do any such instrument or thing and generally to use his name for the purpose of giving to the Employer the full benefit of this clause. In favour of any third party a certificate in writing signed by any Director or by the Secretary of the Employer that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case.
14.6 Nothing in this clause shall be construed as restricting the rights of the Executive or the Employer under sections 39 to 43 Patents Axx 0000. Back to Contents 15 Termination
15.1 The Employment shall be subject to termination by the Employer:
(a) by not less than six months’ notice in writing given at any time while the Executive shall have been incapacitated by reason of ill health or accident from performing his duties hereunder for a period of or periods aggregating 120 working days in the preceding twelve months, provided that if at any time during the currency of such a notice the Executive shall provide a medical certificate satisfactory to the Board of the Employer to the effect that he has fully recovered his physical and/or mental health and that no recurrence of illness or incapacity can reasonably be anticipated the Employer shall withdraw the notice;
(b) by summary notice in writing if the Executive shall have:
(i) committed any serious breach or repeated or continued (after warning) any material breach of his obligations hereunder; or
(ii) been guilty of conduct tending to bring himself or the Employer or any Group Company into disrepute; or
(iii) become bankrupt or had an interim order made against him under the Insolvency Axx 0000 or compounded with his creditors generally; or
(iv) failed to perform his duties to a satisfactory standard, after having received a written warning from the Employer relating to the same; or
(v) been disqualified from being a director by reason of any order made under the Company Directors Disqualification Act 1986 or any other enactment; or Back to Contents
(vi) been convicted of an offence under any statutory enactment or regulation relating to insider dealing. Any delay by the Employer in exercising such right of termination shall not constitute a waiver thereof.
15.2 If the Employer becomes entitled to terminate the appointment of the Executive hereunder pursuant to clause 15.1(b), it shall be entitled (but without prejudice to its right subsequently to terminate such appointment on the same or any other ground) to suspend the Executive on full pay for so long as it may think fit.
15.3 The employer reserves the right to give the Executive pay in lieu of any notice of termination (whether given by the Employer or by the Executive). For this purpose, the Executive agrees that pay in lieu will consist of his basic salary for the relevant period of notice and will exclude any bonus and any other emolument referable to the Employment.
15.4 During any period of notice of termination not exceeding twelve months (whether given by the Employer or the Executive), the Employer shall be under no obligation to assign any duties to the Executive and shall be entitled to exclude him from its premises, provided that this shall not affect the Executive’s entitlement to receive his normal salary and other contractual benefits.
15.5 On the termination of the Employment howsoever arising or upon either the Employer or the Executive having served notice of such termination, the Executive shall:
(a) at the request of the Employer resign from all offices held by him in the Employer or any Group Company, provided however that such resignations shall be without prejudice to any claims which the Executive may have against the Employer or any Group Company arising out of the termination of the Employment; and Back to Contents
(b) forthwith deliver to the Employer all materials within the scope of clause 13.3 and all credit cards, motor-cars, car keys and other property of or relating to the business of the Employer or of any Group Company which may be in his possession or under his power or control, and if the Executive should fail to do so the Employer is hereby irrevocably authorised to appoint some person in his name and on his behalf to sign any documents and do any things necessary or requisite to give effect thereto.
Appears in 1 contract
Inventions and Other Intellectual Property. 14.1 The parties foresee that the Executive Employee may make inventions or create other industrial or intellectual property in the course of his duties hereunder under this Agreement and agree that in this respect the Executive Employee has a special responsibility to further the interests of the Employer and the Group Companies.
14.2 . Any discovery, development, invention, or improvement, design, process, formula, method, database, information, computer program, copyright work, semi conductor or other topography, copyright work, trade mxxx or mark xx trade name or get-up made, created created, devised, developed or discovered by the Executive Employee during the continuance of the Employment (whether capable of being patented or registered or not and whether or not made or discovered in the course of the Employment) either alone or with any other person in conjunction connection with or in any way anyway affecting or relating to the business of Employer or any company in the Group Company or capable of being used or adapted for use therein or in connection therewith ("WORKS") shall forthwith be disclosed to the Employer and shall (subject to sections 39 to 43 Patents Act 1977) belong to and be the absolute property of the Employer or such Group Company as the Employer may direct. Back to Contents
14.3 The Executive Employee if and whenever required so to do by the Employer shall at the expense of the Employer or such Group Company as the Employer may direct:
(a) : o apply or join with the Employer or such Group Company in applying for letters patent or patent, registered design, design right, trade mark xx other protection or registration in the United Kingdom and in any other part of the world for any such invention, improvement, design, process, information, work, trade mxxx, trade name or get-up as aforesaidWorks; and
(b) and o execute all instruments and do all instruments and things necessary for vesting the said letters patent such works or patents, registered designs, design rights, trade marks or other protection or registration when obtained and all right 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.
14.4 The Executive ; and o sign and execute all such documents and do all such acts as the Company may reasonably require in connection with any proceedings in respect of such applications and any publication or application for revocation of such patents, registered designs, design rights, trade marks or other protection. Employee hereby irrevocably and unconditionally waives all rights under Chapter IV, IV Copyright, Designs and Patents Axx Act 0000 xxx any other moral rights which he may have in the Works or in connection with his the 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, enforceable including, without limitation:
(a) : o the right conferred by section 77 of that Act to be identified as the author of any such work; and
(b) and o the right conferred by section 80 of that Act not to have any such work subjected to derogatory treatment.
14.5 The Executive . Employee hereby irrevocably appoints the Employer to be his Attorney in his name and on his behalf to execute and do any such instrument or thing act and to sign all deeds and documents and generally to use his name for the purpose of giving to the Employer the full benefit of this clause. In favour of Employee agrees that with respect to any third party parties a certificate in writing signed by any Director or by the Secretary duly authorised officer of the Employer that any instrument act or act deed or document falls within the authority hereby conferred shall be conclusive evidence that such this is the case.
14.6 . Nothing in this clause shall be construed as restricting the rights of the Executive Employee or the Employer Employee under sections 39 to 43 Patents Axx Act 0000. Back to Contents.
Appears in 1 contract
Samples: Employment Agreement (Viragen Inc)
Inventions and Other Intellectual Property. 14.1 The parties foresee that the Executive Employee may make inventions or create other industrial or intellectual property in the course of his duties hereunder under this Agreement and agree that in this respect the Executive Employee has a special responsibility to further the interests of the Employer and the Group Companies.
14.2 . Any discovery, development, invention, or improvement, design, process, formula, method, database, information, computer program, copyright work, semi conductor or other topography, copyright work, trade mxxx or marx xx trade name or get-up made, created created, devised, developed or discovered by the Executive Employee during the continuance of the Employment (whether capable of being patented or registered or not and whether or not made or discovered in the course of the Employment) either alone or with any other person in conjunction connection with or in any way anyway affecting or relating to the business of Employer or any company in the Group Company or capable of being used or adapted for use therein or in connection therewith ("WORKS") shall forthwith be disclosed to the Employer and shall (subject to sections 39 to 43 Patents Act 1977) belong to and be the absolute property of the Employer or such Group Company as the Employer may direct. Back to Contents
14.3 The Executive Employee if and whenever required so to do by the Employer shall at the expense of the Employer or such Group Company as the Employer may direct:
(a) : o apply or join with the Employer or such Group Company in applying for letters patent or patent, registered design, design right, trade marx xx other protection or registration in the United Kingdom and in any other part of the world for any such invention, improvement, design, process, information, work, trade mxxx, trade name or get-up as aforesaidWorks; and
(b) and o execute all instruments and do all instruments and things necessary for vesting the said letters patent such works or patents, registered designs, design rights, trade marks or other protection or registration when obtained and all right 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.
14.4 The Executive ; and o sign and execute all such documents and do all such acts as the Company may reasonably require in connection with any proceedings in respect of such applications and any publication or application for revocation of such patents, registered designs, design rights, trade marks or other protection. Employee hereby irrevocably and unconditionally waives all rights under Chapter IV, IV Copyright, Designs and Patents Axx Act 0000 xxd any other moral rights which he may have in the Works or in connection with his the 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, 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 hereby irrevocably appoints the Employer to be his Attorney in his name and on his behalf to execute and do any such instrument or thing and generally to use his name for the purpose of giving to the Employer the full benefit of this clause. In favour of any third party a certificate in writing signed by any Director or by the Secretary of the Employer that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case.
14.6 Nothing in this clause shall be construed as restricting the rights of the Executive or the Employer under sections 39 to 43 Patents Axx 0000. Back to Contents
Appears in 1 contract
