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 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 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. The Executive acknowledges agrees that all inventions, ideas, innovations, improvements, enhancements, modifications, data, test results, technical information, 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 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 any Ladder the Company (collectivelyincluding those conceived, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename and service xxxx applications or registrations, copyrights, reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (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 definition of Work Product The Executive 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 promptly disclose 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 President 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 President (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 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 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 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 its affiliates in connection with (a) the Ladder Companies’ current prosecution of any applications for patents, trademarks, trade names, service marks, reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and future businessesrenewal of any rights that may be obtained, granted or vest therein, and (c) the prosecution and defense of any actions, proceedings, oppositions or interferences relating thereto. 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 the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her 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 (Tamandare Explorations Inc.), Employment Agreement (Tamandare Explorations Inc.), Employment Agreement (Tamandare Explorations 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 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 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 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 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, medicinal and product candidate formulations and dosages, chemical compositions, mechanisms of action, medical procedures and all similar or related information (whether patentable or not patentableunpatentable) which relate to any Ladder the Company’s actual or anticipated businessany of its 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 other person) during your employment with the Company, together with all intellectual property rights therein, including, but not limited to, any patent applications, patents, trademark, trade name and service xxxx applications or registrations, copyrights and applications and reissues thereof that may be granted for or upon any of the foregoing, as well as any improvements to any inventions, technology, or trade secrets of the Company (collectively, collectively referred to herein as “Work Product”), is the exclusive property of the Company and/or its Affiliates. For the avoidance of doubt and without limiting the foregoing, (x) belong to the applicable Ladder Company. Any copyrightable work falling within the definition Company or any of Work Product its 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 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 and hereby conveyed, assigned and transferred to the Company pursuant to this 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, without limitation, including 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 Company and (ii) Work Product shall not include business methods, contract structures, document forms and similar information developed or made by Executive prior to 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 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 its 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 its 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, but not limited to, 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, but only with respect to the treatment of cancer in humans (collectively, collectively referred to herein as “Work Product”), is the exclusive property of the Company and/or its Affiliates. For the avoidance of doubt and without limiting the foregoing, (x) belong to the applicable Ladder Company. Any copyrightable work falling within the definition Company or any of Work Product its 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 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 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, without limitation, including 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 Company and (ii) Work Product shall not include business methods, contract structures, document forms and similar information developed or made by Executive prior to 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 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 its 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 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 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 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 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 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 or 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 , then Employee hereby assigns and agrees to assign his 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 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 his 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 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 businessesreissues thereof or to prosecute or defend such interferences.
Appears in 2 contracts
Samples: Employment Agreement (Trinity Merger Corp.), Employment Agreement (Trinity Sub 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 his 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 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 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 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 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 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 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 (Charge Enterprises, Inc.), Employment Agreement (Charge Enterprises, 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 any Ladder the Company (collectivelyincluding those conceived, developed or made prior to the date of this Agreement) 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 of the foregoing (collectively referred to herein as the “Work Product”) ), constitute works for hire that automatically belong in all instances to the applicable Ladder CompanyCompany or such Affiliate. Any copyrightable work falling within the definition of Work Product The Executive 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 promptly disclose 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 Board 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 (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 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 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 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 or her agent and attorney-in-fact to execute any such papers on his or her 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 2 contracts
Samples: Membership Interest Purchase Agreement (FVA Ventures, Inc.), Membership Interest Purchase Agreement (FVA Ventures, 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 Company’s actual or anticipated businessthe 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)) and to provide reasonable assistance to the Company 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, to the extent the assistance of Employee is reasonably required to prosecute such applications or reissues thereof or to prosecute or defend such interferences. Notwithstanding the foregoing, this Section 8 does not require Employee to assign or offer to assign any of Employee’s rights to an invention for which no equipment, supplies, facilities, or trade secret information of the Company was used and which was developed entirely on Employee's own time, unless (a) the invention relates (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 directly to the business of any Ladder Company and does not result the Company, or (ii) to the Company's actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Executive 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 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 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 2 contracts
Samples: Employment Agreement (Broadmark Realty Capital Inc.), Employment Agreement (Broadmark Realty Capital Inc.)
Inventions and Patents. Executive acknowledges Employee 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 subsidiaries’ actual or anticipated business, research, research and development or existing or future products or services and which are conceived, developed, developed or made by Executive Employee (whether or not during usual business hours and whether or not alone or in conjunction with any other person) while employed (and for the Non-Compete Period (as defined herein) if and to the extent such Work Product (as hereinafter defined) results from any work performed for the Company or its subsidiaries, any use of the Company’s or its subsidiaries’ premises or property or any use of Confidential Information) by the Company or any Ladder Company of its subsidiaries (collectivelyincluding those conceived, developed or made prior to the date of this Agreement) 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 referred to herein as, the “Work Product”) ), belong in all instances to the applicable Ladder CompanyCompany or such subsidiary. 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 Employee will promptly disclose 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 Board 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 (whether during or after the Employment Period) to establish and confirm the Company’s or such subsidiaries’ ownership of such 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, Company and any of its subsidiaries (iwhether during or after the Employment Period) 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 interferences relating to any Work Product. Employee recognizes and agrees 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 his employment by any Ladder Company (collectivelyProduct, to the extent used during copyrightable, constitutes works for hire under the Employment Period by any Ladder Company, “Prior Works”), even if Executive uses such methods, structures, forms or information in copyright laws of the course of 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 businessesUnited States.
Appears in 2 contracts
Samples: Employment Agreement (NEP Group, Inc.), Employment Agreement (NEP Group, Inc.)
Inventions and Patents. Executive acknowledges The Consultant agrees that all inventions, ideas, innovations, improvements, enhancements, modifications, data, test results, technical information, 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 the Company's or any Ladder Company’s 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 Executive the Consultant (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 Consultant is serving the Company under this Agreement (including those conceived, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename and service xxxx applications or registrations, copyrights, reissues thereof and any Ladder Company other legal protection thereon that may be granted for or upon any 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 definition of Work Product The Consultant 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 promptly disclose 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 Chief Executive Officer 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 Chief Executive Officer (whether during or after the Consulting 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 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 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 its affiliates in connection with (a) the Ladder Companies’ current prosecution of any applications for patents, trademarks, trade names, service marks, reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and future businessesrenewal of any rights that may be obtained, granted or vest therein, and (c) the prosecution and defense of any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Consultant on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Consultant, and the Consultant hereby irrevocably designates and appoints each executive officer of the Company as its agent and attorney-in-fact to execute any such papers on its 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 2 contracts
Samples: Consulting Agreement (Tamandare Explorations Inc.), Consulting Agreement (Tamandare Explorations 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 the Company's or any Ladder Company’s 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 any Ladder the Company (collectivelyincluding those conceived, developed or made prior to the date of this Agreement) 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 of the foregoing (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 definition of Work Product The Executive 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 promptly disclose 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 Board 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 (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 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 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 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 or her agent and attorney-in-fact to execute any such papers on his or her 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 (Wowio, 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 Company’s actual or anticipated businessthe 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)) and to provide reasonable assistance to the Company 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, to the extent the assistance of Employee is reasonably required to prosecute such applications or reissues thereof or to prosecute or defend such interferences. Notwithstanding the foregoing, this Section 8 does not require Employee to assign or offer to assign any of Employee’s rights to an invention for which no equipment, supplies, facilities, or trade secret information of the Company was used and which was developed entirely on Employee’s own time, unless (a) the invention relates (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 directly to the business of any Ladder Company and does not result the Company, or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Executive 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 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 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 1 contract
Samples: Employment Agreement (Broadmark Realty Capital 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 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 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 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
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 the Company’ or any Ladder Company’s of its Affiliates’ actual or anticipated businessbusiness , research, research and development or existing or future products or services and which work 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 any Ladder the Company (collectivelyincluding those conceived, developed or made prior to the date of this Agreement) 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 of the foregoing (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 definition of Work Product The Executive 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 promptly disclose 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 Board 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 (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 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 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 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 or her agent and attorney-in-fact to execute any such papers on his or her 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 (Wowio, Inc.)
Inventions and Patents. Executive acknowledges Employee 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 the the Company or any Ladder Company’s of its subsidiaries’ actual or anticipated business, research, research and development or existing or future products or services and which are conceived, developed, developed or made by Executive Employee (whether or not during usual business hours and whether or not alone or in conjunction with any other person) while employed (and for the Non-Compete Period (as defined herein) if and to the extent such Work Product (as hereinafter defined) results from any work performed for the Company or its subsidiaries, any use of the Company’s or its subsidiaries’ premises or property or any use of Confidential Information) by the Company or any Ladder Company of its subsidiaries (collectivelyincluding those conceived, developed or made prior to the date of this Agreement) 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 referred to herein as, the “Work Product”) ), belong in all instances to the applicable Ladder CompanyCompany or such subsidiary. 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 Employee will promptly disclose 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 Board 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 (whether during or after the Employment Period) to establish and confirm the Company’s or such subsidiaries’ ownership of such 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, Company and any of its subsidiaries (iwhether during or after the Employment Period) 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 interferences relating to any Work Product. Employee recognizes and agrees 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 his employment by any Ladder Company (collectivelyProduct, to the extent used during copyrightable, constitutes works for hire under the Employment Period by any Ladder Company, “Prior Works”), even if Executive uses such methods, structures, forms or information in copyright laws of the course of 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 businessesUnited States.
Appears in 1 contract
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 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 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 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
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 Company’s actual or anticipated businessthe 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 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”) 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)) and to provide reasonable assistance to the Company 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, to the extent the assistance of Employee is reasonably required to prosecute such applications or reissues thereof or to prosecute or defend such interferences. Notwithstanding the foregoing, this Section 8 does not require Employee to assign or offer to assign any of Employee’s rights to an invention for which no equipment, supplies, facilities, or trade secret information of the Company was used and which was developed entirely on Employee's own time, unless (a) the invention relates (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 directly to the business of any Ladder Company and does not result the Company, or (ii) to the Company's actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Executive 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 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 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 1 contract
Samples: Employment Agreement (Broadmark Realty Capital 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 and whether or not alone or in conjunction with any other Person) while employed by any Ladder the Company (collectively, “Work Product”) belong and for the Restrictive Period if and 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 (as defined below) results from any work performed for the applicable Ladder Company, Executive hereby irrevocably assignsany use of the Company’s premises or property or any use of the Company’s Confidential Information together with all patent applications, transfers letters patent, trademark, tradename and conveysservice xxxx applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing (collectively referred to herein as, the “Work Produce”)), belong in all instances to the full extent permitted by applicable law, all right, title and interest in and Company or such subsidiary. The Executive will promptly disclose such Work Product to the 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 President and/or the 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, Company or any of its subsidiaries (iwhether during or after the Employment Period) 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 interferences relating to any Work Product. The Executive recognizes and agrees 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 his employment by any Ladder Company (collectivelyProduct, to the extent used during copyrightable, constitutes works for hire under the Employment Period by any Ladder Company, “Prior Works”), even if Executive uses such methods, structures, forms or information in copyright laws of the course of 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 businessesUnited States.
Appears in 1 contract
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 Company’s actual or anticipated businessthe 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 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”) 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)) and to provide reasonable assistance to the Company 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, to the extent the assistance of Employee is reasonably required to prosecute such applications or reissues thereof or to prosecute or defend such interferences. Notwithstanding the foregoing, this Section 8 does not require Employee to assign or offer to assign any of Employee’s rights to an invention for which no equipment, supplies, facilities, or trade secret information of the Company was used and which was developed entirely on Employee's own time, unless (a) the invention relates (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 directly to the business of any Ladder Company and does not result the Company, or (ii) to the Company's actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Executive 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 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 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 1 contract
Samples: Employment Agreement (Broadmark Realty Capital 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 the Company' or any Ladder Company’s of its Affiliates' actual or anticipated businessbusiness , research, research and development or existing or future products or services and which work 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 any Ladder the Company (collectivelyincluding those conceived, “developed or made prior to the date of this Agreement) 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 of the foregoing (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 definition of Work Product The Executive 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 promptly disclose 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 Board 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 (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 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 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 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 or her agent and attorney-in-fact to execute any such papers on his or her 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 (Wowio, 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 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 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 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
Inventions and Patents. Executive acknowledges agrees that all inventions, innovations, improvements, enhancementstechnical information, modificationssystems, software developments, methods, designs, analyses, drawings, reports, copyrights, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or not patentableunpatentable) which relate to Executive’s work for the Company or which relate to the Company’s, SmartKem’s or any Ladder Company’s actual or anticipated businessof their Affiliates’ businesses, research, research and development or existing or future products or services and which are conceived, developed, developed or made by Executive while employed by (whether or not during usual business hours and whether or not alone or in conjunction with any Ladder Company other person) during the Term, together with all 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 in this Agreement as “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 Executive agrees to be a “work made for hire” under applicable law or all right, title, and interest in and take reasonable steps to promptly disclose 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 Company 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 (whether during or after the Term) at the Company’s expense, to establish and confirm such ownership (including, without limitation, including the execution and delivery of assignments, consents, powers of attorney, attorney and other instruments)) and to provide reasonable assistance to the Company, at no out-of-pocket cost to Executive, 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. Executive agrees that any such copyrightable work is work made for hire by Executive for the Company. Executive hereby assigns to the Company, or waives if not assignable, all of Executive’s “moral rights” in and to all such Work Product, and agrees promptly to execute any further specific assignments or waivers related to moral rights at the request of the Company. In the event that the Company is unable to secure Executive’s signature after reasonable effort in connection with any patent, trademark, copyright, mask work or other similar protection relating to a Work Product, Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and on Executive’s behalf and stead to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, trademarks, copyrights, mask works or other similar protection thereon with the same legal force and effect as if executed by Executive. Notwithstanding the foregoing, “work product” does not include any information or materials that Executive creates or develops entirely on Executive’s own time and for which no equipment, supplies, facilities, intellectual property, resources, employees or Confidential Information of the Company were used, unless the information or materials (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 Company’s business, (ii) relate to the Company’s actual or anticipated research or development or (iii) 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 his employment by any Ladder Company (collectively, to within 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 scope of 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 businessesExecutive’s employment.
Appears in 1 contract
Inventions and Patents. Executive acknowledges The Consultant agrees that all inventions, innovations, improvements, enhancementstechnical information, modificationssystems, software developments, methods, designs, 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 Consultant’s work for the Company or which relate to the Company’s actual or anticipated any Affiliate’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 the Consultant (whether or not during usual business hours and whether or not alone or in conjunction with any Ladder Company other person), together with all 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 in this Agreement as “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 The Consultant agrees to be a “work made for hire” under applicable law or all right, title, and interest in and take reasonable steps to promptly disclose 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 Company 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 (whether during or after the Term) at the Company’s expense, to establish and confirm such ownership (including, without limitation, including the execution and delivery of assignments, consents, powers of attorney, attorney and other instruments)) and to provide reasonable assistance to the Company, at no out-of-pocket cost to the Consultant, 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. The Consultant agrees that any such copyrightable work is work made for hire by the Consultant for the Company. The Consultant hereby assigns to the Company, or waives if not assignable, all of the Consultant’s “moral rights” in and to all such Work Product, and agrees promptly to execute any further specific assignments or waivers related to moral rights at the request of the Company. In the event that the Company is unable to secure the Consultant’s signature after reasonable effort in connection with any patent, trademark, copyright, mask work or other similar protection relating to a Work Product, the Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Consultant’s agent and attorney in fact, to act for and on the Consultant’s behalf and stead to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, trademarks, copyrights, mask works or other similar protection thereon with the same legal force and effect as if executed by the Consultant. Notwithstanding the foregoing, “work product” does not include any information or materials that the Consultant creates or develops entirely on the Consultant’s own time and for which no equipment, supplies, facilities, intellectual property, resources, employees or Confidential Information of the Company were used, unless the information or materials (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 Company’s business, (ii) relate to the Company’s actual or anticipated research or development or (iii) result from any work performed by Executive the Consultant for the Company within the scope of the Consultant’s employment. The Company acknowledges that any Ladder inventions and work prior by Consultant to this Agreement not related to Espero Pharmaceuticals, Inc., the Company or the Company’s asset tecarfarin shall belong to Consultant and (ii) Work Product the Company shall not include business methods, contract structures, document forms and similar information developed or made by Executive prior to 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 have no claim of 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 businessesownership.
Appears in 1 contract
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 and whether or not alone or in conjunction with any other Person) while employed by any Ladder the Company (collectivelyand for the Restrictive Period if and to the extent such Work Product (as defined below) results from any work performed for the Company, any use of the Company’s premises or property or any use of the Company’s Confidential Information 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 of the foregoing (collectively referred to herein as, the “Work Product”) )), belong in all instances to the applicable Ladder CompanyCompany or such subsidiary. 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 The Executive will promptly disclose 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 Company 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 and/or the CEO (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 foregoingCompany or any of its subsidiaries (whether during or after the Employment Period) in connection with the prosecution of any applications for patents, (i) trademarks, trade names, service marks or reissues thereof or in the prosecution or defense of interferences relating to any Work Product, providing that if Executive is no Ladder longer employed by the Company, the Company shall have any right, title, or interest in any work product or copyrightable work developed by pay Executive outside of work hours a reasonable consulting fee for all services performed under this section. The Executive recognizes and without agrees that 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 his employment by any Ladder Company (collectivelyProduct, to the extent used during copyrightable, constitutes works for hire under the Employment Period by any Ladder Company, “Prior Works”), even if Executive uses such methods, structures, forms or information in copyright laws of the course of 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 businessesUnited States.
Appears in 1 contract
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 his 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 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 businessesmost influential global technical analysts.
Appears in 1 contract
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 or not patentable) which 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 are conceived, developed, developed or made by the Executive (whether or not during usual business hours and whether or not alone or in conjunction with any other Person) while employed by any Ladder the Company (collectivelyand for the Restrictive Period if and to the extent such Work Product (as defined below) results from any work performed for the Company, any use of the Company’s premises or property or any use of the Company’s Confidential Information 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 referred to herein as, the “Work Product”) ), belong in all instances to the applicable Ladder CompanyCompany or such subsidiary. 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 The Executive will promptly disclose 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 Company 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 President and/or the 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, Company or any of its subsidiaries (iwhether during or after the Employment Period) 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 interferences relating to any Work Product. The Executive recognizes and agrees 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 his employment by any Ladder Company (collectivelyProduct, to the extent used during copyrightable, constitutes works made for hire under the Employment Period by any Ladder Company, “Prior Works”), even if Executive uses such methods, structures, forms or information in copyright laws of the course of 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 businessesUnited States.
Appears in 1 contract
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, recipes, formulas and all similar or related information (whether patentable or not patentableunpatentable) which relate to any Ladder the Company’s actual or anticipated businessany of its 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, but not limited to, 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 its affiliates. For the avoidance of doubt and without limiting the foregoing, (a) belong to the applicable Ladder Company. Any copyrightable work falling within the definition Company or an of Work Product its 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 all intellectual property rights relating to such Work Product, without you retaining any license or other residual right whatsoever, and (b) any rights to any new or an existing Work Product are automatically conveyed, assigned and transferred to the Company pursuant to this 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, without limitation, including 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 Company and (ii) Work Product shall not include business methods, contract structures, document forms and similar information developed or made by Executive prior to 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 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 its 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
Inventions and Patents. (a) To the maximum extent permitted by applicable law, subject to Section 7(b) below, 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 Company’s actual or anticipated business, research, and development the Business or existing or future products or services of Company and which are conceived, developed, developed or made by Executive (whether or not during usual business hours or on the premises of Company and whether or not alone or in conjunction with any other Person (defined below)) while employed by any Ladder Company (collectivelyincluding those conceived, developed or made prior to the Effective Date) 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 of the foregoing (collectively referred to herein as the “Work Product”) ), belong in all instances 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 will perform all actions reasonably requested by the Company Board (whether during or after the Employment Period) to establish and confirm 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 Company, at the expense of Company 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. If Company is unable, after reasonable effort, to secure the signature of Executive on any such papers, any executive officer of Company will be entitled to execute any such papers as the agent and the attorney-in-fact of Executive, and Executive hereby irrevocably designates and appoints each executive officer of Company as Executive’s agent and attorney-in-fact to execute any such papers on his behalf, and to take any and all actions as 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. As used in this Agreement, “Person” means any corporation, association, joint venture, partnership, limited liability company, organization, business, individual, trust, government or agency or political subdivision thereof or other legal entity.
(b) Subject to the representations and conditions set forth in this Agreement, as between Company, Executive and Corespeed, Executive (or Corespeed, as applicable) retains all rights to all intellectual property listed in Exhibit “B” herein (the “Executive IP”). Notwithstanding the foregoing.
(c) Executive will not cause or permit Company IP to contain, (i) no Ladder Company shall have any rightcopy, titleuse, rely upon, derive from, or interest in license any work product or copyrightable work developed by Executive outside of work hours and IP without the Board’s prior written consent and only after Executive identifies to the Board in writing the specific Executive IP and the intended use of such Executive IP. In each event that Company IP contains, copies, uses, relies upon, derives from, or licenses any of Ladder Company’s resources or facilities that does not relate to the business of Executive IP at 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 his employment by any Ladder Company (collectively, to the extent used time during the Employment Period by any Ladder CompanyPeriod, “Prior Works”)on behalf of Executive and Corespeed, even if Executive uses such methods, structures, forms or information in the course of his employment with any Ladder Company. Executive hereby grants the Ladder Companies Company a perpetual, irrevocable, non-exclusive, transferable, royalty-free, worldwidefully paid, assignableperpetual, sublicensable license irrevocable, worldwide license, with right of sublicense through multiple levels of sublicense, under all of Executive and Corespeed’s intellectual property rights in and to any Prior Works for and all purposes applicable Executive IP to: (a) reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use the Executive IP in connection with any medium or format, whether now known or hereafter discovered, and (b) use, make, have made, sell, offer to sell, import, and otherwise exploit any product or service based on, embodying, incorporating, or derived from the Ladder Companies’ current and future businessesExecutive IP.
Appears in 1 contract
Samples: Employment Agreement (KeyStar Corp.)
Inventions and Patents. Executive acknowledges Contractor 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 Contractor (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 engagement 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 Contractor 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 date of this Agreement. Contractor 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 Contractor 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. Contractor 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 Term) 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 his 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 Contractor is reasonably required to prosecute such methods, structures, forms applications or information in the course of 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 businessesreissues thereof or to prosecute or defend such interferences.
Appears in 1 contract
Samples: Independent Contractor Agreement (Broadmark Realty Capital 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 Company’s actual or anticipated businessthe 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)) and to provide reasonable assistance to the Company 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, to the extent the assistance of Employee is reasonably required to prosecute such applications or reissues thereof or to prosecute or defend such interferences. Notwithstanding the foregoing, this Section 8 does not require Employee to assign or offer to assign any of Employee’s rights to an invention for which no equipment, supplies, facilities, or trade secret information of the Company was used and which was developed entirely on Employee's own time, unless (a) the invention relates (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 directly to the business of any Ladder Company and does not result the Company, or (ii) to the Company's actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Executive 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 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 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 1 contract
Samples: Employment Agreement (Broadmark Realty Capital 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 businessgas to liquid business or other applications therefrom or any business or application relating to the Havelide Purchased Assets or Coalthane Purchased Assets, research, research and development or existing or future products or services relating to Havelide or Coalthane technologies 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 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 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 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 1 contract
Inventions and Patents. The Executive acknowledges agrees that all inventions, ideas, innovations, improvements, enhancements, modifications, data, test results, technical information, 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 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 any Ladder the Company (collectivelyincluding those conceived, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename and service mxxx applications or registrations, copyrights, reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (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 definition of Work Product The Executive 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 promptly disclose 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 Chief Executive Officer 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 Chief Executive Officer (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 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 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 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 its affiliates in connection with (a) the Ladder Companies’ current prosecution of any applications for patents, trademarks, trade names, service marks, reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and future businessesrenewal of any rights that may be obtained, granted or vest therein, and (c) the prosecution and defense of any actions, proceedings, oppositions or interferences relating thereto. 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 the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her 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 (Tonix Pharmaceuticals Holding Corp.)
Inventions and Patents. Executive acknowledges that (a) The Employee shall make prompt full disclosure in writing to the Corporation of all inventions, innovationsimprovements and discoveries, improvements, enhancements, modifications, developments, methods, designs, analyses, drawings, reports, and all similar or related information (whether or not patentable) , which the Employee conceives, devises, makes, discovers, develops, perfects or first reduces to practice, either alone or jointly with others, during the term of employment of the Employee under this Employment Agreement, which relate in any way to any Ladder Company’s actual the fields, products or anticipated businessbusiness of the Corporation, including development and research, whether during or out of the usual hours of work or on or off the premises of the Corporation or by use of the facilities of the Corporation or otherwise and development whether at the request or existing suggestion of the Corporation or future otherwise (all such inventions, improvements and discoveries being hereinafter called the "Inventions"), including any Inventions which relate in any way to the fields, products or services and which are business of the Corporation, whether or not patentable, conceived, devised, made, discovered, developed, perfected or made first reduced to practice by Executive while employed the Employee after the employment of the Employee under this Employment Agreement is terminated if the Inventions were conceived by the Employee during the term of employment of the Employee under this Employment Agreement. Any Inventions which relate in any Ladder Company (collectively, “Work Product”) belong way to the applicable Ladder Company. Any copyrightable work falling fields, products or business of the Corporation, whether or not patentable, conceived, devised, made, discovered, developed, perfected or first reduced to practice by the Employee within six (6) months of the definition date of Work Product termination of the employment of the Employee under this Employment Agreement shall be deemed a “work made conclusively presumed to have been conceived during the term of employment of the Employee under this Employment Agreement.
(b) The Employee agrees that the Inventions shall be the sole and exclusive property of the Corporation.
(c) The Employee agrees to assist the Corporation and its nominees in every reasonable way (entirely at its or their expense) to obtain for hire” as such term is defined in 17 U.S.C. Section 101the benefit of the Corporation letters patent for the Inventions and trademarks, trade names and copyrights relating to the Inventions, and ownership of any renewals, extensions or reissues thereof, in any and all right, titlecountries, and interest herein shall vest agrees to make, execute, acknowledge and deliver, at the request of the Corporation, all written applications for letters patent, trademarks, trade names and copyrights relating to the Inventions and any renewals, extensions or reissues thereof, 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 and all right, titlecountries, and interest in all documents with respect thereto, and to such Work Product has not automatically vested in the applicable Ladder Companyall powers of attorney relating thereto and, Executive hereby irrevocably assigns, transfers and conveyswithout further compensation, to assign to the full extent permitted by applicable law, Corporation or its nominee all the right, title and interest of the Employee in and to such applications and to any patents, trademarks, trade names or copyrights which shall thereafter issue on any such applications, and to execute, acknowledge and deliver all other documents deemed necessary by the Corporation to transfer to or vest in the Corporation all of the right, title and interest of the Employee in and to the Work Product on a worldwide basis Inventions, and to such trademarks, trade names, patents and copyrights together with exclusive rights to make, use, license and sell them throughout the applicable Ladder Companyworld.
(d) The Employee agrees that even though his employment is terminated under this Employment Agreement he will, without further consideration. Executive shall at any time after such termination of employment, carry out and perform all actions reasonably requested by of the Company to establish agreements of Subsections (8) (a) and confirm such ownership (including, without limitation, assignments, consents, powers of attorney8) (c) above, and other instruments). Notwithstanding will at any time and at all times cooperate with the foregoing, (i) no Ladder Company shall have any right, title, or interest Corporation in any work product or copyrightable work developed by Executive outside of work hours and without the use prosecution and/or defense 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 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 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 litigation which may arise in connection with the Ladder Companies’ Inventions, provided, however, that should such services be rendered after termination of employment of the Employee under this Employment Agreement, the Employee shall be paid reasonable compensation on a per diem basis.
(e) The Employee agrees to make and maintain adequate and current written records of all Inventions in the form of notes, sketches, drawings, or reports relating thereto, which records shall be and future businessesremain the property of, and available to, the Corporation at all times.
(f) The Employee agrees that he will, upon leaving the employment of the Corporation, promptly deliver to the Corporation all originals and copies of disclosures, drawings, prints, letters, notes, and reports either typed, handwritten or otherwise memorialized, belonging to the Corporation which are in his possession or under his control and the Employee agrees that he will not retain or give away or make copies of the originals or copies of any such disclosures, drawings, prints, letters, notes or reports.
Appears in 1 contract
Inventions and Patents. Executive acknowledges The Consultant 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 the Company's or any Ladder Company’s 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 Executive the Consultant (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 any Ladder the Company (collectivelyincluding those conceived, developed or made prior to the date of the Agreement) 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 of the foregoing (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 definition of Work Product The Consultant 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 promptly disclose 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 Board 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 (whether during or after the Management Consulting 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 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 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 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 Consultant 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 Consultant, and the Consultant hereby irrevocably designates and appoints each executive officer of the Company as her or her agent and attorney-in-fact to execute any such papers on her or her 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 the sentence.
Appears in 1 contract
Samples: Management Consulting Agreement (Hygge Integrated Brands Corp.)
Inventions and Patents. The Executive acknowledges agrees that all inventions, innovations, improvements, enhancementstechnical information, modificationssystems, software developments, methods, designs, 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 Executive’s work for the Company or which relate to the Company’s actual or anticipated any Affiliate’s business, research, research and development or existing or future products or services and which are conceived, developed, developed or made by the Executive while employed by (whether or not during usual business hours and whether or not alone or in conjunction with any Ladder Company other person) during the Term, together with all 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 in this Agreement as “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 The Executive agrees to be a “work made for hire” under applicable law or all right, title, and interest in and take reasonable steps to promptly disclose 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 Company 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 (whether during or after the Term) at the Company’s expense, to establish and confirm such ownership (including, without limitation, including the execution and delivery of assignments, consents, powers of attorney, attorney and other instruments)) and to provide reasonable assistance to the Company, at no out-of-pocket cost to the Executive, 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. The Executive agrees that any such copyrightable work is work made for hire by the Executive for the Company. The Executive hereby assigns to the Company, or waives if not assignable, all of the Executive's “moral rights” in and to all such Work Product, and agrees promptly to execute any further specific assignments or waivers related to moral rights at the request of the Company. In the event that the Company is unable to secure the Executive’s signature after reasonable effort in connection with any patent, trademark, copyright, mask work or other similar protection relating to a Work Product, the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive’s agent and attorney in fact, to act for and on the Executive’s behalf and stead to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, trademarks, copyrights, mask works or other similar protection thereon with the same legal force and effect as if executed by the Executive. Notwithstanding the foregoing, “work product” does not include any information or materials that the Executive creates or develops entirely on the Executive’s own time and for which no equipment, supplies, facilities, intellectual property, resources, employees or Confidential Information of the Company were used, unless the information or materials (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 Company’s business, (ii) relate to the Company’s actual or anticipated research or development or (iii) result from any work performed by the 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 his employment by any Ladder Company (collectively, to within the extent used during scope of the Employment Period by any Ladder Company, “Prior Works”), even if Executive uses such methods, structures, forms or information in the course of 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 businessesExecutive’s employment.
Appears in 1 contract