Common use of Inventions; Developments Clause in Contracts

Inventions; Developments. (a) Employee agrees to make full and prompt disclosure to Company of all inventions, improvements, improvements, discoveries, methods, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived, or reduced to practice by Employee or under Employee’s direction or jointly with others during Employee’s employment by Company, whether or not during normal working hours or on the premises of Company (all of which are collectively referred to in this Agreement as “Developments”). (b) Employee agrees to assign and does hereby assign to Company (or any person or entity designated by Company) all Employee’s right, title, and interest in and to all Developments and all related patents, patent applications, copyrights, and copyright applications. However, this shall not apply to Developments which do not relate to the business or research and development conducted or planned to be conducted by Company at the time such Development is created, made, conceived, or reduced to practice and which are made and conceived by Employee not during normal working hours, not on Company’s premises, and not using Company’s tools, devices, equipment, or Confidential Information. Employee understands that, to the extent this Agreement shall be construed in accordance with the laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph shall be interpreted not to apply to any invention which a court rules and/or Company agrees falls within such classes. Employee also hereby waives all claims to moral rights or proprietary rights in any Developments. (c) Employee agrees to cooperate fully with Company, both during and after Employee’s employment with Company, with respect to the procurement, maintenance, and enforcement of copyrights, patents, and other intellectual property rights (both in the United States and foreign countries) relating to Developments. Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which Company may deem necessary or desirable in order to protect its rights and interests in any Development. Employee further agrees that if Company is unable, after reasonable effort, to secure the signature of Employee on any such papers, any executive officer of Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of Employee, and Employee hereby irrevocably designates and appoints each executive officer of Company as Employee’s agent and attorney-in-fact to execute any such papers on Employee’s 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 Development, under the conditions described in this sentence. (d) As a matter of record, attached hereto as Exhibit A is a complete list of all inventions or improvements relevant to the subject matter of Employee’s employment by Company which have been made or conceived or first reduced to practice by Employee jointly or with others prior to employment with Company that Employee desires to remove from the operation of this Agreement. Employee covenants that such list is complete. If no such list is attached to this Agreement, Employee represents that Employee has no such inventions and improvements at the time of signing this Agreement.

Inventions; Developments. (a) Employee agrees to make full represents and prompt disclosure to warrants that he has notified and will notify the Company of all discoveries, inventions, improvementsinnovations, improvementsor improvements which are related to the Business (collectively called "Developments") conceived or developed by Employee during the term of Employee's employment with the Company. All Developments, discoveriesincluding but not limited to all written documents pertaining thereto, methodsshall be the exclusive property of the Company, developments, softwareas the case may be, and works of authorship, whether patentable or not, which are created, made, conceived, or reduced to practice by Employee or under Employee’s direction or jointly with others during Employee’s employment by Company, whether or not during normal working hours or on the premises of Company (all of which are collectively referred to in this Agreement as “Developments”). (b) Employee agrees to assign and does hereby assign to Company (or any person or entity designated by Company) all Employee’s right, title, and interest in and to all Developments and all related patents, patent applications, copyrights, and copyright applications. However, this shall not apply to Developments which do not relate be considered Confidential Information subject to the business or research and development conducted or planned to be conducted by Company at the time such Development is created, made, conceived, or reduced to practice and which are made and conceived by Employee not during normal working hours, not on Company’s premises, and not using Company’s tools, devices, equipment, or Confidential Information. Employee understands that, to the extent this Agreement shall be construed in accordance with the laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph shall be interpreted not to apply to any invention which a court rules and/or Company agrees falls within such classes. Employee also hereby waives all claims to moral rights or proprietary rights in any Developments. (c) Employee agrees to cooperate fully with Company, both during and after Employee’s employment with Company, with respect to the procurement, maintenance, and enforcement of copyrights, patents, and other intellectual property rights (both in the United States and foreign countries) relating to Developments. Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which Company may deem necessary or desirable in order to protect its rights and interests in any Development. Employee further agrees that if Company is unable, after reasonable effort, to secure the signature of Employee on any such papers, any executive officer of Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of Employee, and Employee hereby irrevocably designates and appoints each executive officer of Company as Employee’s agent and attorney-in-fact to execute any such papers on Employee’s 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 Development, under the conditions described in this sentence. (d) As a matter of record, attached hereto as Exhibit A is a complete list of all inventions or improvements relevant to the subject matter of Employee’s employment by Company which have been made or conceived or first reduced to practice by Employee jointly or with others prior to employment with Company that Employee desires to remove from the operation terms of this Agreement. Employee covenants agrees that within seven days of any request from the Company, he shall execute all requested assignments and conveyances necessary to vest in the Company all discoveries, inventions, innovations, patents, marks, copyrights, patent applications and any other intellectual property of whatever kind and character, and any right, title or interest that he may hold in such list is completeproperty. If no such list is attached Employee agrees that when appropriate, and upon written request of the Company, as the case may be, the Employee will acknowledge that Developments are "works for hire" and will file at the Company's expense for tradenames, trademarks, patents or copyrights with regard to any or all Developments and will sign documentation reasonably necessary to evidence ownership of Developments in the Company, as the case may be. Employee further agrees to cooperate fully, and at the expense of the Company, with the Company in connection with the filing, prosecution or obtaining of any patent, copyright, or trademark registration or application in any country, existing as of the date of this Agreement, . Employee represents that Employee has no such inventions further agrees to cooperate with and improvements assist the Company at the time expense of signing this Agreementthe Company in the prosecution or defense of any litigation involving any intellectual property claimed by the Company, including providing truthful testimony as a witness upon reasonable request.

Inventions; Developments. (a) Employee agrees to make full represents and prompt disclosure to warrants that he has notified and will notify the Company of all discoveries, inventions, improvementsinnovations, improvements, discoveries, methods, developments, software, and works of authorship, whether patentable or not, improvements which are created, made, conceived, related to the Business (collectively called "Developments") conceived or reduced to practice developed by Employee or under during the term of Employee’s direction or jointly with others during Employee’s employment by Company, whether or not during normal working hours or on the premises of Company (all of which are collectively referred to in this Agreement as “Developments”). (b) Employee agrees to assign and does hereby assign to Company (or any person or entity designated by Company) all Employee’s right, title, and interest in and to all Developments and all related patents, patent applications, copyrights, and copyright applications. However, this shall not apply to Developments which do not relate to the business or research and development conducted or planned to be conducted by Company at the time such Development is created, made, conceived, or reduced to practice and which are made and conceived by Employee not during normal working hours, not on Company’s premises, and not using Company’s tools, devices, equipment, or Confidential Information. Employee understands that, to the extent this Agreement shall be construed in accordance with the laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph shall be interpreted not to apply to any invention which a court rules and/or Company agrees falls within such classes. Employee also hereby waives all claims to moral rights or proprietary rights in any Developments. (c) Employee agrees to cooperate fully with Company, both during and after Employee’s 's employment with or consulting for the Company, with respect to the procurement, maintenance, and enforcement of copyrights, patents, and other intellectual property rights (both in the United States and foreign countries) relating to Developments. Employee Developments shall sign all papers, includinginclude, without limitation, copyright applicationsthe Quest MPS(R) myocardial protection system and related disposables, patent applicationsANS's electronic spinal cord stimulation devices and any or all other intellectual properties related to the Company's business. All Developments, declarationsincluding but not limited to all written documents pertaining thereto, oathsshall be the exclusive property of the Company, formal assignments, assignments of priority rightsas the case may be, and powers of attorney, which Company may deem necessary or desirable in order to protect its rights and interests in any Development. Employee further agrees that if Company is unable, after reasonable effort, to secure the signature of Employee on any such papers, any executive officer of Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of Employee, and Employee hereby irrevocably designates and appoints each executive officer of Company as Employee’s agent and attorney-in-fact to execute any such papers on Employee’s 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 Development, under the conditions described in this sentence. (d) As a matter of record, attached hereto as Exhibit A is a complete list of all inventions or improvements relevant considered Confidential Information subject to the subject matter of Employee’s employment by Company which have been made or conceived or first reduced to practice by Employee jointly or with others prior to employment with Company that Employee desires to remove from the operation terms of this Agreement. Employee covenants agrees that within seven days of any request from the Company, he shall execute all requested assignments and conveyances necessary to vest in the Company all discoveries, inventions, innovations, patents, marks, copyrights, patent applications and any other intellectual property of whatever kind and character, any right, title or interest that he may hold in such list is completeproperty. If no such list is attached Employee agrees that when appropriate, and upon written request of the Company, as the case may be, the Employee will acknowledge that Developments are "works for hire" and will file at the Company's expense for tradenames, trademarks, patents or copyrights with regard to any or all Developments and will sign documentation reasonably necessary to evidence ownership of Developments in the Company, as the case may be. Employee further agrees to cooperate fully, and at the expense of the Company, with the Company in connection with the filing, prosecution or obtaining of any patent, copyright, or trademark registration or application in any country, existing as of the date of this Agreement, . Employee represents that Employee has no such inventions further agrees to cooperate with and improvements assist the Company at the time expense of signing this Agreementthe Company in the prosecution or defense of any litigation involving any intellectual property claimed by the Company, including providing truthful testimony as a witness upon reasonable request.

Inventions; Developments. (a) Employee agrees to make full and prompt disclosure to Company notify Employer of all inventionsany discovery, improvementsinvention, improvements, discoveries, methods, developments, software, and works of authorship, whether patentable or not, which are created, made, conceivedinnovation, or reduced to practice by Employee or under Employee’s direction or jointly with others during Employee’s employment by Company, whether or not during normal working hours or on the premises of Company (all of improvement which are collectively referred to in this Agreement as “Developments”). (b) Employee agrees to assign and does hereby assign to Company (or any person or entity designated by Company) all Employee’s right, title, and interest in and to all Developments and all is related patents, patent applications, copyrights, and copyright applications. However, this shall not apply to Developments which do not relate to the business of Employer or research to the business of any Client and development conducted Supplier (collectively called "Developments") conceived of or planned to be conducted by Company at the time such Development is created, made, conceived, or reduced to practice and which are made and conceived developed by Employee not during normal working hours, not on Company’s premises, and not using Company’s tools, devices, equipment, or Confidential Informationthe term of Employee's employment. Employee understands that, to the extent this Agreement Developments shall be construed in accordance with the laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph shall be interpreted not to apply to any invention which a court rules and/or Company agrees falls within such classes. Employee also hereby waives all claims to moral rights or proprietary rights in any Developments. (c) Employee agrees to cooperate fully with Company, both during and after Employee’s employment with Company, with respect to the procurement, maintenance, and enforcement of copyrights, patents, and other intellectual property rights (both in the United States and foreign countries) relating to Developments. Employee shall sign all papers, includinginclude, without limitation, copyright applicationsdevelopments in computer language, patent applicationssoftware and hardware, declarationslogical systems, oaths, formal assignments, assignments of priority rightsalgorithms, and powers other good intellectual properties related to computer programming, hardware design, and networking. Employee agrees that Employer shall have all copyright and patent rights with respect to any Development and Derivative Works discovered, created or developed under this Agreement without regard to the origin of attorneythe Development and Derivative Works. If and to the extent that Employee may, which Company under applicable law, be entitled to claim any ownership interest or moral rights in the Development and Derivative Works, Employee hereby transfers, grants, conveys, assigns, and relinquishes exclusively to Employer any and all right, title and interest it now has or may deem necessary hereafter acquire in and to the Development and Derivative Works under patent, copyright, trade secret and trademark law in perpetuity or desirable in order to protect its rights and interests in any Developmentfor the longest period otherwise permitted by law. Employee further agrees that if Company is unableas to the Development and Derivative Works to assist Employer in every reasonable way to obtain and, after reasonable effortfrom time to time, enforce patents, copyrights, trade secrets and other rights and protection relating to secure the signature of Employee on any such papers, any executive officer of Company shall be entitled to execute any such papers as the agent said Development and the attorney-in-fact of Employee, and Employee hereby irrevocably designates and appoints each executive officer of Company as Employee’s agent and attorney-in-fact to execute any such papers on Employee’s behalfDerivative Works, and to take any that end, Employee and its employees will execute all actions as Company may deem necessary or desirable documents for use in order to protect its applying for and obtaining such patents, copyrights, trade secrets and other rights and interests protection with respect to such Development and Derivative works, as Employer may desire, together with any assignments thereof to Employer or persons designated by it. Employee's obligations to assist Employer in any Developmentobtaining and enforcing patents, under the conditions described in this sentence. (d) As a matter of recordcopyrights, attached hereto as Exhibit A is a complete list of all inventions or improvements relevant trade secrets and other rights and protection relating to the subject matter of Employee’s employment by Company which have been made or conceived or first reduced to practice by Employee jointly or with others prior to employment with Company that Employee desires to remove from Development and Derivative Works shall continue beyond the operation termination of this Agreement. Employee covenants that such list is complete. If no such list is attached to this Agreement, Employee represents that Employee has no such inventions and improvements at the time of signing this Agreement.