Common use of Inventions and Patents Clause in Contracts

Inventions and Patents. Executive acknowledges that all inventions, innovations, improvements, enhancements, modifications, developments, methods, designs, analyses, drawings, reports, and all similar or related information (whether or not patentable) which relate to any Ladder Company’s actual or anticipated business, research, and development or existing or future products or services and which are conceived, developed, or made by Executive while employed by any Ladder Company (collectively, “Work Product”) belong to the applicable Ladder Company. Any copyrightable work falling within the definition of Work Product shall be deemed a “work made for hire” as such term is defined in 17 U.S.C. Section 101, and ownership of all right, title, and interest herein shall vest in the applicable Ladder Company. To the extent that any Work Product is not deemed to be a “work made for hire” under applicable law or all right, title, and interest in and to such Work Product has not automatically vested in the applicable Ladder Company, Executive hereby irrevocably assigns, transfers and conveys, to the full extent permitted by applicable law, all right, title and interest in and to the Work Product on a worldwide basis to the applicable Ladder Company, without further consideration. Executive shall perform all actions reasonably requested by the Company to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments). Notwithstanding the foregoing, (i) no Ladder Company shall have any right, title, or interest in any work product or copyrightable work developed by Executive outside of work hours and without the use of any of Ladder Company’s resources or facilities that does not relate to the business of any Ladder Company and does not result from any work performed by Executive for any Ladder Company and (ii) Work Product shall not include business methods, contract structures, document forms and similar information developed or made by Executive prior to Executive’s employment by any Ladder Company (collectively, to the extent used during the Employment Period by any Ladder Company, “Prior Works”), even if Executive uses such methods, structures, forms or information in the course of Executive’s employment with any Ladder Company. Executive hereby grants the Ladder Companies a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights in any Prior Works for all purposes in connection with the Ladder Companies’ current and future businesses.

Appears in 8 contracts

Samples: Employment Agreement (Ladder Capital Corp), Employment Agreement (Ladder Capital Corp), Employment Agreement (Ladder Capital Finance Holdings LLLP)

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Inventions and Patents. Executive acknowledges Employee agrees that all inventions, innovations, improvements, enhancementstechnical information, modificationscertifications, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or not patentableunpatentable) which relate relates to any Ladder the Company’s actual (or anticipated businessany predecessor’s) Business, research, research and development or existing or future products or services and which are conceived, developed, developed or made by Executive while employed by Employee (whether or not during usual business hours and whether or not alone or in-conjunction with any Ladder other person) in the course of his employment with the Company or relationship with the Company or any predecessor, together with all patent applications, letters patent, trademark, trade name and service xxxx applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing (collectively, collectively referred to herein as “Work Product”) belong to the applicable Ladder Company. Any Employee hereby assigns and agrees to assign to the Company any rights he may have or acquire in such Work Product, whether created before, on, after or prior to the Effective Time. Employee agrees that his copyrightable work falling within works prepared for the definition of Work Product shall be deemed a Company are work made supplementary works” or “works for hire,” as such term is defined in Title 17 U.S.C. Section 101of the United States Code, and ownership of all right, title, and interest herein shall vest in the applicable Ladder Company. To the extent that if any Work Product is such works are deemed not deemed to be a supplementary work made or work for hire” under applicable law or all right, title, then Employee hereby assigns and interest in and agrees to such Work Product has not automatically vested in the applicable Ladder Company, Executive hereby irrevocably assigns, transfers and conveys, to the full extent permitted by applicable law, all assign his entire right, title and interest in and the copyright to such works to the Company. Employee will take reasonable steps to promptly disclose such Work Product on a worldwide basis to the applicable Ladder Company, without further consideration. Executive shall Company and perform all actions reasonably requested by the Company (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, including the execution and delivery of assignments, consents, powers of attorney, attorney and other instruments). Notwithstanding ) and to provide reasonable assistance to the foregoing, (i) no Ladder Company shall have any right, title, or interest in any work product or copyrightable work developed by Executive outside of work hours and without connection with the use prosecution of any applications for patents, trademarks, trade names, service marks or reissues thereof or in the prosecution or defense of Ladder Company’s resources or facilities that does not relate interferences relating to the business of any Ladder Company and does not result from any work performed by Executive for any Ladder Company and (ii) Work Product shall not include business methods, contract structures, document forms and similar information developed or made by Executive prior to Executive’s employment by any Ladder Company (collectivelyProduct, to the extent used during the Employment Period by any Ladder Company, “Prior Works”), even if Executive uses assistance of Employee is reasonably required to prosecute such methods, structures, forms applications or information in the course of Executive’s employment with any Ladder Company. Executive hereby grants the Ladder Companies a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights in any Prior Works for all purposes in connection with the Ladder Companies’ current and future businessesreissues thereof or to prosecute or defend such interferences.

Appears in 5 contracts

Samples: Employment Agreement (Broadmark Realty Capital Inc.), Employment Agreement (Broadmark Realty Capital Inc.), Employment Agreement (Broadmark Realty Capital Inc.)

Inventions and Patents. Executive Employee acknowledges that all inventions, innovations, improvements, enhancements, modifications, developments, methods, designs, analyses, drawings, reports, reports and all similar or related information (whether or not patentable) which that relate to any Ladder the Company’s or any of its Affiliates’ actual or anticipated business, research, research and development or existing or future products or services and which that are conceived, developed, made or made reduced to practice by Executive Employee while employed by the Company and its Affiliates or any Ladder Company of its and their predecessors (collectively, “Work Product”) belong to the applicable Ladder CompanyCompany or such Affiliate, and Employee hereby irrevocably assigns, and agrees to irrevocably assign, all of the Work Product to the Company or such Affiliate. Any copyrightable work falling within prepared in whole or in part by Employee in the definition course of Work Product his work for any of the foregoing entities shall be deemed a “work made for hire” as such term is defined in 17 U.S.C. Section 101under the copyright laws, and ownership of the Company or such Affiliate shall own all right, title, and interest herein shall vest in the applicable Ladder Companyrights therein. To the extent that any Work Product such copyrightable work is not deemed to be a “work made for hire,under applicable law or all right, title, and interest in and to such Work Product has not automatically vested in the applicable Ladder Company, Executive Employee hereby irrevocably assigns, transfers assigns and conveys, agrees to assign irrevocably to the full extent permitted by applicable law, Company or such Affiliate all right, title and interest interest, including without limitation, copyright in and to the such copyrightable work. Employee shall promptly disclose such Work Product on a worldwide basis and copyrightable work to the applicable Ladder Company, without further consideration. Executive shall Company and perform all actions reasonably requested by the Company (whether during or after the Employment Period) to establish and confirm such the Company’s or its Affiliate’s ownership (including, without limitation, assignments, consents, powers of attorney, attorney and other instruments). Notwithstanding the foregoing, Employee agrees to keep and maintain adequate written records (i) no Ladder Company shall have any right, title, or interest in any work product or copyrightable work developed by Executive outside of work hours and without the use of any of Ladder Company’s resources or facilities that does not relate to the business of any Ladder Company and does not result from any work performed by Executive for any Ladder Company and (ii) Work Product shall not include business methods, contract structures, document forms and similar information developed or made by Executive prior to Executive’s employment by any Ladder Company (collectively, to the extent used during the Employment Period by any Ladder Company, “Prior Works”), even if Executive uses such methods, structures, forms or information in the course form of Executive’s employment with notes, sketches, drawings, and any Ladder other form or media requested by the Company) of all Work Product. Executive hereby grants The records will be available to and remain the Ladder Companies a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under sole property and intellectual property of the Company at all rights in any Prior Works for all purposes in connection with the Ladder Companies’ current and future businessestimes.

Appears in 5 contracts

Samples: Employment Agreement (FMC GlobalSat Holdings, Inc.), Employment Agreement (FMC GlobalSat Holdings, Inc.), Employment Agreement (FMC GlobalSat Holdings, Inc.)

Inventions and Patents. The Executive acknowledges agrees that all inventions, innovations, improvements, enhancementstechnical information, modificationssystems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or not patentableunpatentable) which relate relates to any Ladder the Company’s or any of its Affiliates’ actual or anticipated business, research, research and development or existing or future products or services and which are conceived, developed, developed or made by the Executive (whether or not during usual business hours or on the premises of the Company or any Affiliate and whether or not alone or in conjunction with any other person) while employed by the Company together with all patent applications, letters patent, trademark, tradename and service xxxx applications or registrations, copyrights and reissues thereof that may be granted for or upon any Ladder Company of the foregoing (collectively, collectively referred to herein as the “Work Product”) ), belong in all instances to the applicable Ladder CompanyCompany or such Affiliate. Any copyrightable work falling within The Executive shall promptly disclose to the definition of Board Work Product shall be deemed a “work conceived, developed or made for hire” as such term is defined in 17 U.S.C. Section 101, and ownership by the Executive after the commencement of all right, title, and interest herein shall vest in the applicable Ladder CompanyEmployment Period. To the extent that any Work Product is not deemed to be a “work made for hire” under applicable law or all right, title, and interest in and to such Work Product has not automatically vested in the applicable Ladder Company, Executive hereby irrevocably assigns, transfers and conveys, to the full extent permitted by applicable law, all right, title and interest in and to the Work Product on a worldwide basis to the applicable Ladder Company, without further consideration. The Executive shall perform all actions reasonably requested by the Company Board (whether during or after the Employment Period) to establish and confirm the Company’s ownership of such ownership Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney, attorney and other instruments). Notwithstanding ) and to provide reasonable assistance to the foregoing, (i) no Ladder Company shall have any right, title, or interest in any work product or copyrightable work developed by Executive outside of work hours and without the use of any of Ladder Company’s resources or facilities that does not relate to the business of any Ladder Company and does not result from any work performed by Executive for any Ladder Company and (ii) Work Product shall not include business methods, contract structures, document forms and similar information developed or made by Executive prior to Executive’s employment by any Ladder Company (collectively, to the extent used during the Employment Period by any Ladder Company, “Prior Works”), even if Executive uses such methods, structures, forms or information in the course of Executive’s employment with any Ladder Company. Executive hereby grants the Ladder Companies a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights in any Prior Works for all purposes its Affiliates in connection with the Ladder Companies’ current prosecution of any applications for patents, trademarks, trade names, service marks or reissues thereof or in the prosecution or defense of interferences relating to any Work Product. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and future businessesthe attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as their agent and attorney-in-fact to execute any such papers on their behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this sentence.

Appears in 3 contracts

Samples: Employment Agreement (Fitlife Brands, Inc.), Employment Agreement (Bond Laboratories, Inc.), Employment Agreement (Bond Laboratories, Inc.)

Inventions and Patents. Executive acknowledges that all inventions, innovations, improvements, enhancements, modifications, developments, methods, designs, analyses, drawings, reports, and all similar or related information (whether or not patentable) which relate to any Ladder Company’s actual or anticipated business, research, and development or existing or future products or services and which are conceived, developed, or made by Executive while employed by any Ladder Company (collectively, “Work Product”) belong to the applicable Ladder Company. Any copyrightable work falling within the definition of Work Product shall be deemed a “work made for hire” as such term is defined in 17 U.S.C. Section 101, and ownership of all right, title, and interest herein shall vest in the applicable Ladder Company. To the extent that any Work Product is not deemed to be a “work made for hire” under applicable law or all right, title, and interest in and to such Work Product has not automatically vested in the applicable Ladder Company, Executive hereby irrevocably assigns, transfers and conveys, to the full extent permitted by applicable law, all right, title and interest in and to the Work Product on a worldwide basis to the applicable Ladder Company, without further consideration. Executive shall perform all actions reasonably requested by the Company to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments). Notwithstanding the foregoing, (i) no Ladder Company shall have any right, title, or interest in any work product or copyrightable work developed by Executive outside of work hours and without the use of any of Ladder Company’s resources or facilities that does not relate to the business of any Ladder Company and does not result from any work performed by Executive for any Ladder Company and (ii) Work Product shall not include business methods, contract structures, document forms and similar information developed or made by Executive prior to Executive’s his employment by any Ladder Company (collectively, to the extent used during the Employment Period by any Ladder Company, “Prior Works”), even if Executive uses such methods, structures, forms or information in the course of Executive’s his employment with any Ladder Company. Executive hereby grants the Ladder Companies a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights in any Prior Works for all purposes in connection with the Ladder Companies’ current and future businesses.

Appears in 3 contracts

Samples: Employment Agreement (Ladder Capital Corp), Employment Agreement (Ladder Capital Finance Holdings LLLP), Employment Agreement (Ladder Capital Corp)

Inventions and Patents. Executive acknowledges that all of his work, inventions, innovations, improvements, enhancements, modifications, developments, methods, designs, analyses, drawings, reports, and all similar or related information (whether or not patentableproperly the subject of either state or federal protection for intellectual property) which relate to any Ladder CompanyEmployer’s actual or anticipated businessBusiness, researchresearch and development, and development or existing or future products or services services, Confidential Information, Trade Secrets, and technology; and which are conceived, developed, developed or made by Executive while employed by any Ladder Company Employer (collectively, hereinafter “Work Product”) belong exclusively to Employer, without the applicable Ladder Companyobligation of paying additional compensation by Employer. Any copyrightable work falling within the definition of Work Product Executive shall be deemed a “work made for hire” as such term is defined in 17 U.S.C. Section 101, and ownership of promptly disclose all right, title, and interest herein shall vest in the applicable Ladder Company. To the extent that any Work Product is not deemed to be a “work made for hire” under applicable law or all right, title, and interest in and to such Work Product has not automatically vested in the applicable Ladder Company, Executive hereby irrevocably assigns, transfers and conveys, to the full extent permitted by applicable lawBoard of Directors and, all rightat Employer’s sole discretion, title and interest in and to the Work Product on a worldwide basis to the applicable Ladder Company, without further consideration. Executive shall perform all actions reasonably requested by the Company Board of Directors (whether during or after the term of this Agreement) to establish and confirm such ownership by Employer or its designee (including, without limitation, assignments, consents, powers of attorney, attorney and other instruments). Notwithstanding The expense of protecting Work Product will be borne by Employer. Executive further recognizes and understands that his duties for Employer may include the foregoingpreparation of Confidential Information including materials, (i) no Ladder Company blends, formulations and similar information, including, without limitation, written or graphic materials, and that any and all such materials conceived, created or written by him will be done as “work made for hire” as defined and used in the Copyright Act of 1976, 17 USC §1 and shall have any rightsolely belong to Employer, titlewithout the obligation of paying additional compensation by Employer. In the event of publication or use of such materials, Executive understands that since the work is a “work made for hire,” Employer will solely retain and own all rights in said inventions, materials, or interest in any work product intellectual property, including right of obtaining protection of same through public means or copyrightable work developed as a Trade Secret. Executive shall take all steps deemed necessary by Executive outside Employer to afford such information adequate protection and shall take such steps as requested by Employer to assure Employer’s ownership of work hours and without same, whether before or after the use of any of Ladder Company’s resources or facilities that does not relate to the business of any Ladder Company and does not result from any work performed by Executive for any Ladder Company and (ii) Work Product shall not include business methods, contract structures, document forms and similar information developed or made by Executive prior to Executive’s employment by any Ladder Company (collectively, to the extent used during the Employment Period by any Ladder Company, “Prior Works”), even if Executive uses such methods, structures, forms or information in the course termination of Executive’s employment with any Ladder Company. Executive hereby grants the Ladder Companies a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights in any Prior Works for all purposes in connection with the Ladder Companies’ current and future businessesEmployer.

Appears in 3 contracts

Samples: Employment Agreement (TPT Global Tech, Inc.), Employment Agreement (TPT Global Tech, Inc.), Employment Agreement (TPT Global Tech, Inc.)

Inventions and Patents. Executive acknowledges Employee agrees that all inventions, innovations, improvements, enhancementstechnical information, modificationscertifications, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or not patentableunpatentable) which relate relates to any Ladder the Company’s actual (or anticipated businessany predecessor’s) Business, research, research and development or existing or future products or services and which are conceived, developed, developed or made by Executive while employed by Employee (whether or not during usual business hours and whether or not alone or in-conjunction with any Ladder other person) in the course of her employment with the Company or relationship with the Company or any predecessor, together with all patent applications, letters patent, trademark, trade name and service xxxx applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing (collectively, collectively referred to herein as “Work Product”) belong to the applicable Ladder Company. Any Employee hereby assigns and agrees to assign to the Company any rights she may have or acquire in such Work Product, whether created before, on, after or prior to the Effective Time. Employee agrees that her copyrightable work falling within works prepared for the definition of Work Product shall be deemed a Company are work made supplementary works” or “works for hire,” as such term is defined in Title 17 U.S.C. Section 101of the United States Code, and ownership of all right, title, and interest herein shall vest in the applicable Ladder Company. To the extent that if any Work Product is such works are deemed not deemed to be a supplementary work made or work for hire” under applicable law or all right, title, then Employee hereby assigns and interest in and agrees to such Work Product has not automatically vested in the applicable Ladder Company, Executive hereby irrevocably assigns, transfers and conveys, to the full extent permitted by applicable law, all assign her entire right, title and interest in and the copyright to such works to the Company. Employee will take reasonable steps to promptly disclose such Work Product on a worldwide basis to the applicable Ladder Company, without further consideration. Executive shall Company and perform all actions reasonably requested by the Company (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, including the execution and delivery of assignments, consents, powers of attorney, attorney and other instruments). Notwithstanding ) and to provide reasonable assistance to the foregoing, (i) no Ladder Company shall have any right, title, or interest in any work product or copyrightable work developed by Executive outside of work hours and without connection with the use prosecution of any applications for patents, trademarks, trade names, service marks or reissues thereof or in the prosecution or defense of Ladder Company’s resources or facilities that does not relate interferences relating to the business of any Ladder Company and does not result from any work performed by Executive for any Ladder Company and (ii) Work Product shall not include business methods, contract structures, document forms and similar information developed or made by Executive prior to Executive’s employment by any Ladder Company (collectivelyProduct, to the extent used during the Employment Period by any Ladder Company, “Prior Works”), even if Executive uses assistance of Employee is reasonably required to prosecute such methods, structures, forms applications or information in the course of Executive’s employment with any Ladder Company. Executive hereby grants the Ladder Companies a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights in any Prior Works for all purposes in connection with the Ladder Companies’ current and future businessesreissues thereof or to prosecute or defend such interferences.

Appears in 2 contracts

Samples: Employment Agreement (Broadmark Realty Capital Inc.), Employment Agreement (Trinity Merger Corp.)

Inventions and Patents. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, enhancements, modifications, developments, products, methods, processes, techniques, programs, designs, analyses, drawings, reports, patents, copyrightable works and mask works (whether or not including any Confidential Information) and all issuances, registrations or applications related thereto, all other proprietary information or intellectual property and all similar or related information (whether or not patentablepatentable)(collectively, “Intellectual Property”) which relate to any Ladder Company’s actual or anticipated business, research, and development or existing or future products or services and which are conceived, developed, contributed to, made, or made reduced to practice by Executive (either alone or with others) while employed by Company or any Ladder of its Subsidiaries or Affiliates or using the materials, facilities or resources of the Company or any of its Subsidiaries or Affiliates (collectively, “Work ProductCompany Works”) belong is the sole and exclusive property of the Company and its Subsidiaries; provided, however, that the term Company Works shall not include, and the Executive shall exclusively own, (i) all Intellectual Property conceived, developed, contributed to, made, or reduced to practice by Executive in connection with the performance of the Retained Media Rights, and (ii) the Original Physical Sketch Rights, provided that, with respect to any original physical sketch retained by the Executive, the Executive delivers a high resolution copy thereof to the applicable Ladder Company. Any copyrightable work falling within ; and provided, further, that, notwithstanding the definition of Work Product foregoing, no present or future Intellectual Property Rights purchased by the Buyer under the Purchase Agreement shall be deemed a “work made for hire” as such term is defined in 17 U.S.C. owned by Executive pursuant to this Section 101, and ownership of all right, title, and interest herein shall vest in the applicable Ladder Company1.6. To the extent that any Work Product is not deemed to be a “work made for hire” under applicable law or all right, title, and interest in and to such Work Product has not automatically vested in the applicable Ladder Company, Executive hereby irrevocably assigns, transfers and conveys, to the full extent permitted by applicable law, assigns all right, title and interest in and to the Work Product on a worldwide basis all Company Works to the applicable Ladder CompanyCompany and its Subsidiaries and waives any moral rights he may have therein, without further obligation or consideration. Any copyrightable work constituting Company Works prepared in whole or in part by the Executive will be deemed “a work made for hire” under Section 201(b) of the 1976 Copyright Act, and the Company and its Subsidiaries shall own all of the rights comprised in the copyright therein. The Executive shall perform promptly and fully disclose in writing all actions reasonably requested by Company Works to the Company and shall cooperate with the Company and its Subsidiaries to establish protect, maintain and confirm enforce the Company’s and its Subsidiaries’ interests in and rights to such ownership Company Works (including, without limitation, providing reasonable assistance in securing patent protection and copyright registrations and executing all affidavits, assignments, consents, powers of attorney, powers-of-attorney and other instruments). Notwithstanding documents as reasonably requested by the foregoingCompany, (i) no Ladder Company shall have any right, title, or interest in any work product or copyrightable work developed by Executive outside of work hours and without the use of any of Ladder Company’s resources or facilities that does not relate to the business of any Ladder Company and does not result from any work performed by Executive for any Ladder Company and (ii) Work Product shall not include business methods, contract structures, document forms and similar information developed or made by Executive whether such requests occur prior to Executive’s employment by any Ladder Company (collectively, to or after termination of the extent used during the Employment Period by any Ladder Company, “Prior Works”), even if Executive uses such methods, structures, forms or information in the course of Executive’s employment with any Ladder the Company. Executive hereby grants the Ladder Companies a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights in any Prior Works for all purposes in connection with the Ladder Companies’ current and future businesses).

Appears in 2 contracts

Samples: Employment Agreement (XCel Brands, Inc.), Employment Agreement (XCel Brands, Inc.)

Inventions and Patents. Executive acknowledges You agree that all inventions, innovations, improvements, enhancementstechnical information, modificationstrade secrets, systems, software developments, ideas, results, methods, designs, artwork, analyses, drawings, reports, copyrights, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or not patentableunpatentable) which relate to any Ladder the Company’s actual or anticipated businessany of the Company Affiliates’ businesses, research, research and development or existing products (or future products under development) or services and which are conceived, developed, developed or made by Executive while employed by you (whether or not during usual business hours and whether or not alone or in conjunction with any Ladder Company other person) during your continued employment with the Company, together with all intellectual property rights therein, including without limitation any patent applications, letters patent, trademark, trade name and service xxxx applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing (collectively, collectively referred to herein as “Work Product”), is the exclusive property of the Company and/or the Company Affiliates. For the avoidance of doubt and without limiting the foregoing, (x) belong to the applicable Ladder Company. Any copyrightable work falling within Company or any of the definition of Work Product Company Affiliates shall be deemed a “work made for hire” as such term is defined in 17 U.S.C. Section 101, and ownership the sole owner of all right, title, and interest herein shall vest in the applicable Ladder Company. To the extent that any Work Product is not deemed to be a “work made for hire” under applicable law or all right, title, and interest in and to such Work Product has not automatically vested in the applicable Ladder Company, Executive hereby irrevocably assigns, transfers and conveys, to the full extent permitted by applicable law, all right, title and interest in such Work Product, including without limitation all intellectual property rights relating to such Work Product, without you retaining any license or other residual right whatsoever, and (y) any rights to any new or an existing Work Product are automatically conveyed, assigned and transferred to the Company pursuant to this amended letter agreement. You hereby waive and renounce to all moral rights related, directly or indirectly, to any such existing or new Work Product. You will take reasonable steps to promptly disclose such Work Product on a worldwide basis to the applicable Ladder Company, without further consideration. Executive shall CEO and Board and perform all actions reasonably requested by the Company CEO and Board (whether during or after the Employment Period) to establish and confirm such ownership (including, including without limitation, limitation the execution and delivery of assignments, consents, powers of attorney, attorney and other instruments). Notwithstanding the foregoing, (i) no Ladder Company shall have any right, title, or interest in any work product or copyrightable work developed by Executive outside of work hours and without the use of any of Ladder Company’s resources or facilities that does not relate to provide reasonable assistance to the business of any Ladder Company and does not result from any work performed by Executive for any Ladder the Company and (ii) Work Product shall not include business methods, contract structures, document forms and similar information developed or made by Executive prior to Executive’s employment by any Ladder Company (collectively, to the extent used during the Employment Period by any Ladder Company, “Prior Works”), even if Executive uses such methods, structures, forms or information in the course of Executive’s employment with any Ladder Company. Executive hereby grants the Ladder Companies a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights in any Prior Works for all purposes Affiliates in connection with the Ladder Companies’ current and future businessesprosecution of any applications for patents, trademarks, trade names, service marks or reissues thereof or in the prosecution or defense of interferences relating to any Work Product.

Appears in 2 contracts

Samples: Employment Agreement (Tyme Technologies, Inc.), Employment Agreement (Tyme Technologies, Inc.)

Inventions and Patents. Executive acknowledges You agree that all inventions, innovations, improvements, enhancementstechnical information, modificationstrade secrets, systems, software developments, ideas, results, methods, designs, artwork, analyses, drawings, reports, copyrights, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or not patentableunpatentable) which relate to any Ladder the Company’s actual or anticipated businessany of the Company Affiliates’ businesses, research, research and development or existing products (or future products under development) or services and which are conceived, developed, developed or made by Executive while employed by you (whether or not during usual business hours and whether or not alone or in conjunction with any Ladder Company other person) during your employment with the Company, together with all intellectual property rights therein, including without limitation any patent applications, letters patent, trademark, trade name and service mark applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing (collectively, collectively referred to herein as “Work Product”), is the exclusive property of the Company and/or the Company Affiliates. For the avoidance of doubt and without limiting the foregoing, (x) belong to the applicable Ladder Company. Any copyrightable work falling within Company or any of the definition of Work Product Company Affiliates shall be deemed a “work made for hire” as such term is defined in 17 U.S.C. Section 101, and ownership the sole owner of all right, title, and interest herein shall vest in the applicable Ladder Company. To the extent that any Work Product is not deemed to be a “work made for hire” under applicable law or all right, title, and interest in and to such Work Product has not automatically vested in the applicable Ladder Company, Executive hereby irrevocably assigns, transfers and conveys, to the full extent permitted by applicable law, all right, title and interest in such Work Product, including without limitation all intellectual property rights relating to such Work Product, without you retaining any license or other residual right whatsoever, and (y) any rights to any new or an existing Work Product are automatically conveyed, assigned and transferred to the Company pursuant to this letter agreement. You hereby waive and renounce to all moral rights related, directly or indirectly, to any such existing or new Work Product. You will take reasonable steps to promptly disclose such Work Product on a worldwide basis to the applicable Ladder Company, without further consideration. Executive shall Board and perform all actions reasonably requested by the Company Board (whether during or after the Employment Period) to establish and confirm such ownership (including, including without limitation, limitation the execution and delivery of assignments, consents, powers of attorney, attorney and other instruments). Notwithstanding the foregoing, (i) no Ladder Company shall have any right, title, or interest in any work product or copyrightable work developed by Executive outside of work hours and without the use of any of Ladder Company’s resources or facilities that does not relate to provide reasonable assistance to the business of any Ladder Company and does not result from any work performed by Executive for any Ladder the Company and (ii) Work Product shall not include business methods, contract structures, document forms and similar information developed or made by Executive prior to Executive’s employment by any Ladder Company (collectively, to the extent used during the Employment Period by any Ladder Company, “Prior Works”), even if Executive uses such methods, structures, forms or information in the course of Executive’s employment with any Ladder Company. Executive hereby grants the Ladder Companies a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights in any Prior Works for all purposes Affiliates in connection with the Ladder Companies’ current and future businessesprosecution of any applications for patents, trademarks, trade names, service marks or reissues thereof or in the prosecution or defense of interferences relating to any Work Product.

Appears in 2 contracts

Samples: Letter Agreement (Charge Enterprises, Inc.), Letter Agreement (Charge Enterprises, Inc.)

Inventions and Patents. Executive acknowledges that all inventions, innovations, improvements, enhancements, modifications, developments, methods, designs, analyses, drawings, reports, and all similar or related information (whether or not patentable) which relate to any Ladder Company’s actual or anticipated business, research, and development or existing or future products or services and which are conceived, developed, or made by Executive while employed by any Ladder Company (collectively, “Work Product”) belong to the applicable Ladder Company. Any copyrightable work falling within the definition of Work Product shall be deemed a “work made for hire” as such term is defined in 17 U.S.C. Section 101, and ownership of all right, title, and interest herein shall vest in the applicable Ladder Company. To the extent that any Work Product is not deemed to be a “work made for hire” under applicable law or all right, title, and interest in and to such Work Product has not automatically vested in the applicable Ladder Company, Executive hereby irrevocably assigns, transfers and conveys, to the full extent permitted by applicable law, all right, title and interest in and to the Work Product on a worldwide basis to the applicable Ladder Company, without further consideration. Executive shall perform all actions reasonably requested by the Company to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments). Notwithstanding the foregoing, (i) no Ladder Company shall have any right, title, or interest in any work product or copyrightable work developed by Executive outside of work hours and without the use of any of Ladder Company’s resources or facilities that does not relate to the business of any Ladder Company and does not result from any work performed by Executive for any Ladder Company and (ii) Work Product shall not include business methods, contract structures, document forms and similar information developed or made by Executive prior to Executive’s employment by any Ladder Company (collectively, to the extent used during the Employment Period by any Ladder Company, “Prior Works”), even if Executive uses such methods, structures, forms or information in the course of Executive’s employment with any Ladder Company. Executive hereby grants the Ladder Companies a perpetual, irrevocable, non-non- exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights in any Prior Works for all purposes in connection with the Ladder Companies’ current and future businesses.

Appears in 1 contract

Samples: Employment Agreement (Ladder Capital Corp)

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Inventions and Patents. Executive acknowledges Employee agrees that he will promptly and from ---------------------- time to time fully inform and disclose to Employer all inventions, innovationsdesigns, improvements, enhancementsand discoveries which he now has or may hereafter have during the term of this Agreement which pertain to or relate to the Business of Employer or to any experimental work carried on by Employer, modifications, developments, methodswhether conceived by the Employee alone or with others and whether or not conceived during regular working hours. All such inventions, designs, analysesimprovements and discoveries, drawingswith the exception of the Inventions which shall not be the exclusive property of Employer, reportsshall be the exclusive property of Employer. Employee shall assist Employer to obtain patents on all such inventions, designs, improvements, and discoveries deemed patentable by Employer and shall execute all similar documents and do all things necessary to obtain letters patent, vest Employer with full and exclusive title thereto, and protect the same against infringement by others. This provision shall apply with equal force and effect to any items that may be subject to copyright or related trademark protection. This provision does not apply to the Inventions or to an invention for which no equipment, supplies, facility or trade secret information of the Employer was used and which was developed entirely on the Employee's own time, and (whether or not patentablea) which relate does not relate, at the time the invention is conceived or reduced to any Ladder Company’s practice, to (1) the Business of Employer, or (2) actual or demonstrably related anticipated business, research, and research or development or existing or future products or services and which are conceived, developedof Employer, or made by Executive while employed by any Ladder Company (collectively, “Work Product”b) belong to the applicable Ladder Company. Any copyrightable work falling within the definition of Work Product shall be deemed a “work made for hire” as such term is defined in 17 U.S.C. Section 101, and ownership of all right, title, and interest herein shall vest in the applicable Ladder Company. To the extent that any Work Product is not deemed to be a “work made for hire” under applicable law or all right, title, and interest in and to such Work Product has not automatically vested in the applicable Ladder Company, Executive hereby irrevocably assigns, transfers and conveys, to the full extent permitted by applicable law, all right, title and interest in and to the Work Product on a worldwide basis to the applicable Ladder Company, without further consideration. Executive shall perform all actions reasonably requested by the Company to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments). Notwithstanding the foregoing, (i) no Ladder Company shall have any right, title, or interest in any work product or copyrightable work developed by Executive outside of work hours and without the use of any of Ladder Company’s resources or facilities that does not relate to the business of any Ladder Company and which does not result from any work performed by Executive the Employee for any Ladder Company and (ii) Work Product shall not include business methods, contract structures, document forms and similar information developed or made by Executive prior to Executive’s employment by any Ladder Company (collectively, to the extent used during the Employment Period by any Ladder Company, “Prior Works”), even if Executive uses such methods, structures, forms or information Employer. The provisions set forth in the course of Executive’s employment with any Ladder Company. Executive hereby grants the Ladder Companies a perpetualpreceding sentence shall not, irrevocablehowever, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights in any Prior Works for all purposes way authorize Employee to engage in connection with any such activities set forth therein in contravention of the Ladder Companies’ current provisions of his duties and future businessesobligations hereunder.

Appears in 1 contract

Samples: Employment Agreement (Orca Technologies Inc)

Inventions and Patents. Executive acknowledges You agree that all inventions, innovations, improvements, enhancementstechnical information, modificationstrade secrets, systems, software developments, ideas, results, methods, designs, artwork, analyses, drawings, reports, copyrights, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or not patentableunpatentable) which relate to any Ladder the Company’s actual or anticipated businessany of the Company Affiliates’ businesses, research, research and development or existing products (or future products under development) or services and which are conceived, developed, developed or made by Executive while employed by you (whether or not during usual business hours and whether or not alone or in conjunction with any Ladder Company other person) during your employment with the Company, together with all intellectual property rights therein, including without limitation any patent applications, letters patent, trademark, trade name and service mxxx applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing (collectively, collectively referred to herein as “Work Product”), is the exclusive property of the Company and/or the Company Affiliates. For the avoidance of doubt and without limiting the foregoing, (x) belong to the applicable Ladder Company. Any copyrightable work falling within Company or any of the definition of Work Product Company Affiliates shall be deemed a “work made for hire” as such term is defined in 17 U.S.C. Section 101, and ownership the sole owner of all right, title, and interest herein shall vest in the applicable Ladder Company. To the extent that any Work Product is not deemed to be a “work made for hire” under applicable law or all right, title, and interest in and to such Work Product has not automatically vested in the applicable Ladder Company, Executive hereby irrevocably assigns, transfers and conveys, to the full extent permitted by applicable law, all right, title and interest in such Work Product, including without limitation all intellectual property rights relating to such Work Product, without you retaining any license or other residual right whatsoever, and (y) any rights to any new or an existing Work Product are automatically conveyed, assigned and transferred to the Company pursuant to this letter agreement. You hereby waive and renounce to all moral rights related, directly or indirectly, to any such existing or new Work Product. You will take reasonable steps to promptly disclose such Work Product on a worldwide basis to the applicable Ladder Company, without further consideration. Executive shall CEO and Board and perform all actions reasonably requested by the Company CEO and Board (whether during or after the Employment Period) to establish and confirm such ownership (including, including without limitation, limitation the execution and delivery of assignments, consents, powers of attorney, attorney and other instruments). Notwithstanding the foregoing, (i) no Ladder Company shall have any right, title, or interest in any work product or copyrightable work developed by Executive outside of work hours and without the use of any of Ladder Company’s resources or facilities that does not relate to provide reasonable assistance to the business of any Ladder Company and does not result from any work performed by Executive for any Ladder the Company and (ii) Work Product shall not include business methods, contract structures, document forms and similar information developed or made by Executive prior to Executive’s employment by any Ladder Company (collectively, to the extent used during the Employment Period by any Ladder Company, “Prior Works”), even if Executive uses such methods, structures, forms or information in the course of Executive’s employment with any Ladder Company. Executive hereby grants the Ladder Companies a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights in any Prior Works for all purposes Affiliates in connection with the Ladder Companies’ current and future businessesprosecution of any applications for patents, trademarks, trade names, service marks or reissues thereof or in the prosecution or defense of interferences relating to any Work Product.

Appears in 1 contract

Samples: Letter Agreement (Tyme Technologies, Inc.)

Inventions and Patents. The Executive acknowledges agrees that all inventions, innovations, improvements, enhancementstechnical information, modificationssystems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or not patentableunpatentable) which relate relates to any Ladder the Company’s or any of its Affiliates’ actual or anticipated business, research, research and development or existing or future products or services and which are conceived, developed, developed or made by the Executive (whether or not during usual business hours or on the premises of the Company or any Affiliate and whether or not alone or in conjunction with any other person) while employed by the Company together with all patent applications, letters patent, trademark, tradename and service xxxx applications or registrations, copyrights and reissues thereof that may be granted for or upon any Ladder Company of the foregoing (collectively, collectively referred to herein as the “Work Product”) ), belong in all instances to the applicable Ladder CompanyCompany or such Affiliate. Any copyrightable work falling within The Executive shall promptly disclose to the definition of Board Work Product shall be deemed a “work conceived, developed or made for hire” as such term is defined in 17 U.S.C. Section 101, and ownership by the Executive after the commencement of all right, title, and interest herein shall vest in the applicable Ladder CompanyEmployment Period. To the extent that any Work Product is not deemed to be a “work made for hire” under applicable law or all right, title, and interest in and to such Work Product has not automatically vested in the applicable Ladder Company, Executive hereby irrevocably assigns, transfers and conveys, to the full extent permitted by applicable law, all right, title and interest in and to the Work Product on a worldwide basis to the applicable Ladder Company, without further consideration. The Executive shall perform all actions reasonably requested by the Company Board (whether during or after the Employment Period) to establish and confirm the Company’s ownership of such ownership Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney, attorney and other instruments). Notwithstanding ) and to provide reasonable assistance to the foregoing, (i) no Ladder Company shall have any right, title, or interest in any work product or copyrightable work developed by Executive outside of work hours and without the use of any of Ladder Company’s resources or facilities that does not relate to the business of any Ladder Company and does not result from any work performed by Executive for any Ladder Company and (ii) Work Product shall not include business methods, contract structures, document forms and similar information developed or made by Executive prior to Executive’s employment by any Ladder Company (collectively, to the extent used during the Employment Period by any Ladder Company, “Prior Works”), even if Executive uses such methods, structures, forms or information in the course of Executive’s employment with any Ladder Company. Executive hereby grants the Ladder Companies a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights in any Prior Works for all purposes its Affiliates in connection with the Ladder Companies’ current prosecution of any applications for patents, trademarks, trade names, service marks or reissues thereof or in the prosecution or defense of interferences relating to any Work Product. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and future businessesthe attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on his behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this sentence.

Appears in 1 contract

Samples: Employment Agreement (Fitlife Brands, Inc.)

Inventions and Patents. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, enhancements, modifications, developments, products, methods, processes, techniques, programs, designs, analyses, drawings, reports, patents, copyrightable works and mask works (whether or not including any Confidential Information) and all issuances, registrations or applications related thereto, all other proprietary information or intellectual property and all similar or related information (whether or not patentablepatentable)(collectively, “Intellectual Property”) which relate to any Ladder Company’s actual or anticipated business, research, and development or existing or future products or services and which are conceived, developed, contributed to, made, or made reduced to practice by Executive (either alone or with others) while employed by Company or any Ladder of its Subsidiaries or Affiliates or using the materials, facilities or resources of the Company or any of its Subsidiaries or Affiliates (collectively, “Work ProductCompany Works”) belong is the sole and exclusive property of the Company and its Subsidiaries; provided, however, that the term Company Works shall not include, and the Executive shall exclusively own, (i) all Intellectual Property conceived, developed, contributed to, made, or reduced to practice by Executive in connection with the performance of the Retained Media Rights, and (ii) the Original Physical Sketch Rights, provided that, with respect to any original physical sketch retained by the Executive, the Executive delivers a high resolution copy thereof to the applicable Ladder Company. Any copyrightable work falling within ; and provided, further, that, notwithstanding the definition of Work Product foregoing, no present or future Intellectual Property Rights purchased by the Buyer under the Purchase Agreement shall be deemed a “work made for hire” as such term is defined in 17 U.S.C. owned by Executive pursuant to this Section 101, and ownership of all right, title, and interest herein shall vest in the applicable Ladder Company1.6. To the extent that any Work Product is not deemed to be a “work made for hire” under applicable law or all right, title, and interest in and to such Work Product has not automatically vested in the applicable Ladder Company, Executive hereby irrevocably assigns, transfers and conveys, to the full extent permitted by applicable law, assigns all right, title and interest in and to the Work Product on a worldwide basis all Company Works to the applicable Ladder CompanyCompany and its Subsidiaries and waives any moral rights he may have therein, without further obligation or consideration. Any copyrightable work constituting Company Works prepared in whole or in part by the Executive will be deemed “a work made for hire” under Section 201(b) of the 1976 Copyright Act, and the Company and its Subsidiaries shall own all of the rights comprised in the copyright therein. The Executive shall perform promptly and fully disclose in writing all actions reasonably requested by Company Works to the Company and shall cooperate with the Company and its Subsidiaries to establish protect, maintain and confirm enforce the Company’s and its Subsidiaries’ interests in and rights to such ownership Company Works (including, without limitation, providing reasonable assistance in securing patent protection and copyright registrations and executing all affidavits, assignments, consents, powers of attorney, powers-of- attorney and other instruments). Notwithstanding documents as reasonably requested by the foregoingCompany, (i) no Ladder Company shall have any right, title, or interest in any work product or copyrightable work developed by Executive outside of work hours and without the use of any of Ladder Company’s resources or facilities that does not relate to the business of any Ladder Company and does not result from any work performed by Executive for any Ladder Company and (ii) Work Product shall not include business methods, contract structures, document forms and similar information developed or made by Executive whether such requests occur prior to Executive’s employment by any Ladder Company (collectively, to or after termination of the extent used during the Employment Period by any Ladder Company, “Prior Works”), even if Executive uses such methods, structures, forms or information in the course of Executive’s employment with any Ladder the Company. Executive hereby grants the Ladder Companies a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights in any Prior Works for all purposes in connection with the Ladder Companies’ current and future businesses).

Appears in 1 contract

Samples: Employment Agreement (XCel Brands, Inc.)

Inventions and Patents. Executive acknowledges You agree that all inventions, innovations, improvements, enhancementstechnical information, modificationstrade secrets, systems, software developments, ideas, results, methods, designs, artwork, analyses, drawings, reports, copyrights, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or not patentableunpatentable) which relate to any Ladder the Company’s actual or anticipated businessany of the Company Affiliates’ businesses, research, research and development or existing products (or future products under development) or services and which are conceived, developed, developed or made by Executive while employed by you (whether or not during usual business hours and whether or not alone or in conjunction with any Ladder Company other person) during your employment with the Company, together with all intellectual property rights therein, including without limitation any patent applications, letters patent, trademark, trade name and service mxxx applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing (collectively, collectively referred to herein as “Work Product”), is the exclusive property of the Company and/or the Company Affiliates. For the avoidance of doubt and without limiting the foregoing, (x) belong to the applicable Ladder Company. Any copyrightable work falling within Company or any of the definition of Work Product Company Affiliates shall be deemed a “work made for hire” as such term is defined in 17 U.S.C. Section 101, and ownership the sole owner of all right, title, and interest herein shall vest in the applicable Ladder Company. To the extent that any Work Product is not deemed to be a “work made for hire” under applicable law or all right, title, and interest in and to such Work Product has not automatically vested in the applicable Ladder Company, Executive hereby irrevocably assigns, transfers and conveys, to the full extent permitted by applicable law, all right, title and interest in such Work Product, including without limitation all intellectual property rights relating to such Work Product, without you retaining any license or other residual right whatsoever, and (y) any rights to any new or an existing Work Product are automatically conveyed, assigned and transferred to the Company pursuant to this letter agreement. You hereby waive and renounce to all moral rights related, directly or indirectly, to any such existing or new Work Product. You will take reasonable steps to promptly disclose such Work Product on a worldwide basis to the applicable Ladder Company, without further consideration. Executive shall Board and perform all actions reasonably requested by the Company Board (whether during or after the Employment Period) to establish and confirm such ownership (including, including without limitation, limitation the execution and delivery of assignments, consents, powers of attorney, attorney and other instruments). Notwithstanding the foregoing, (i) no Ladder Company shall have any right, title, or interest in any work product or copyrightable work developed by Executive outside of work hours and without the use of any of Ladder Company’s resources or facilities that does not relate to provide reasonable assistance to the business of any Ladder Company and does not result from any work performed by Executive for any Ladder the Company and (ii) Work Product shall not include business methods, contract structures, document forms and similar information developed or made by Executive prior to Executive’s employment by any Ladder Company (collectively, to the extent used during the Employment Period by any Ladder Company, “Prior Works”), even if Executive uses such methods, structures, forms or information in the course of Executive’s employment with any Ladder Company. Executive hereby grants the Ladder Companies a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights in any Prior Works for all purposes Affiliates in connection with the Ladder Companies’ current and future businessesprosecution of any applications for patents, trademarks, trade names, service marks or reissues thereof or in the prosecution or defense of interferences relating to any Work Product.

Appears in 1 contract

Samples: Letter Agreement (Tyme Technologies, Inc.)

Inventions and Patents. The Executive acknowledges agrees that all inventions, innovations, improvements, enhancementstechnical information, modificationssystems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or not patentableunpatentable) which relate relates to any Ladder the Company’s or any of its Affiliates’ actual or anticipated business, research, research and development or existing or future anticipated products or services and which are conceived, developed, developed or made by the Executive (whether or not during usual business hours or on the premises of the Company or any Affiliate and whether or not alone or in conjunction with any other person) while employed by the Company together with all patent applications, letters patent, trademark, tradename and service mxxx applications or registrations, copyrights and reissues thereof that may be granted for or upon any Ladder Company of the foregoing (collectively, collectively referred to herein as the “Work Product”) ), belong in all instances to the applicable Ladder CompanyCompany or such Affiliate. Any copyrightable work falling within The Executive shall promptly disclose to the definition of Board Work Product shall be deemed a “work conceived, developed or made for hire” as such term is defined in 17 U.S.C. Section 101, and ownership by the Executive after the commencement of all right, title, and interest herein shall vest in the applicable Ladder CompanyEmployment Period. To the extent that any Work Product is not deemed to be a “work made for hire” under applicable law or all right, title, and interest in and to such Work Product has not automatically vested in the applicable Ladder Company, Executive hereby irrevocably assigns, transfers and conveys, to the full extent permitted by applicable law, all right, title and interest in and to the Work Product on a worldwide basis to the applicable Ladder Company, without further consideration. The Executive shall perform all actions reasonably requested by the Company Board (whether during or after the Employment Period) to establish and confirm the Company’s ownership of such ownership Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney, attorney and other instruments)) and to provide reasonable assistance to the Company or any of its Affiliates in connection with the prosecution of any applications for patents, trademarks, trade names, service marks or reissues thereof or in the prosecution or defense of interferences relating to any Work Product. Notwithstanding Nothing in this Section 6 shall apply to an invention that Executive developed entirely on her own time without using the foregoingCompany’s equipment, (i) no Ladder Company shall have any rightsupplies, titlefacilities, or interest in any work product trade secret information, except for those inventions that either (1) relate at the time of conception or copyrightable work developed by Executive outside reduction to practice of work hours and without the use of any of Ladder invention to the Company’s resources business, or facilities that does not relate to actual or demonstrably anticipated research or development of the business of any Ladder Company and does not Company, or (2) result from any work performed by Executive for any Ladder Company and (ii) Work Product the Company. Further, nothing in this Section 6 shall not include business methods, contract structures, document forms and similar information developed or made apply to inventions that were owned by Executive prior to Executive’s her employment by any Ladder with Company (collectively“Excluded Inventions”). Such excluded inventions are listed herein as follows: ● Influencer Database, a proprietary algorithmic methodology, to weigh and rank the extent used during the Employment Period by any Ladder Company, “Prior Works”), even if Executive uses such methods, structures, forms or information in the course of Executive’s employment with any Ladder Company. Executive hereby grants the Ladder Companies a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights in any Prior Works for all purposes in connection with the Ladder Companies’ current and future businessesmost influential global technical analysts.

Appears in 1 contract

Samples: Employment Agreement (Imageware Systems Inc)

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