Common use of Inventions, etc Clause in Contracts

Inventions, etc. (i) On or before the Last Work Date and for a period of one year thereafter, the Employee will promptly disclose to the Employer all designs, processes, inventions, improvements, developments, discoveries, processes, techniques, and other information related to the business of the Employer conceived, developed, acquired, or reduced to practice by him alone or with others during the Employee’s employment with the Employer, whether or not conceived during regular working hours, through the use of Employee time, material or facilities or otherwise (“Inventions”). (ii) The Employee agrees that all copyrights created in conjunction with his service to the Employer and other Inventions, are “works made for hire” (as that term is defined under the Copyright Act of 1976, as amended). All such copyrights, trademarks, and other Inventions shall be the sole and exclusive property of the Employer, and the Employer shall be the sole owner of all patents, copyrights, trademarks, trade secrets, and other rights and protection in connection therewith. To the extent any such copyright and other Inventions may not be works for hire, the Employee hereby assigns to the Employer any and all rights he now has or may hereafter acquire in such copyrights and any other Inventions. Upon request the Employee shall deliver to the Employer all drawings, models and other data and records relating to such copyrights, trademarks and Inventions. The Employee further agrees as to all such Inventions, to assist the Employer in every proper way (but at the Employer’s expense) to obtain, register, and from time to time enforce patents, copyrights, trademarks, trade secrets, and other rights and protection relating to said Inventions in any and all countries, and to that end the Employee shall execute all documents for use in applying for and obtaining such patents, copyrights, trademarks, trade secrets and other rights and protection on and enforcing such Inventions, as the Employer may reasonably request, together with any assignments thereof to the Employer or persons designated by it. Such obligation to assist the Employer shall continue beyond the termination of the Employee’s service to the Employer on the Last Work Date, but the Employer shall compensate the Employee at a reasonable rate after termination of service for time actually spent by the Employee at the Employer’s request for such assistance. In the event the Employer is unable, after reasonable effort, to secure the Employee’s signature on any document or documents needed to apply for or prosecute any patent, copyright, trademark, trade secret, or other right or protection relating to an Invention, whether because of the Employee’s physical or mental incapacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Employer and its duly authorized officers and agents, during the Restricted Period (as defined below), as his agent coupled with an interest and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, trademarks, trade secrets, or similar rights or protection thereon with the same legal force and effect as if executed by the Employee.

Inventions, etc. EMPLOYEE will disclose promptly to Employer and does assign and agrees to assign to Employer, without additional compensation to EMPLOYEE, all of EMPLOYEE's right, title, and interest in and to any and all inventions, intellectual property, discoveries, improvements, modifications, extension or advancements made, conceived, devised, developed or perfected by EMPLOYEE during the term of EMPLOYEE's employment, whether on duty or off, and in and to all proprietary rights therein or based thereon, which (i) On uses equipment, supplies, facilities or before trade secrets of Employer, or (ii) uses the Last Work Date and time for a period of one year thereafterwhich EMPLOYEE was compensated by Employer, the Employee will promptly disclose to the Employer all designs, processes, inventions, improvements, developments, discoveries, processes, techniques, and other information related or (iii) which relates to the business of the Employer conceived, developed, acquiredor to its actual or demonstrable anticipated research and development, or reduced (iv) that results, in whole or in part, from work performed by EMPLOYEE for Employer and its assigns. The EMPLOYEE agrees to practice sign all instruments necessary for filing and prosecution of any application for patent, trademark or copyright of the United States or any foreign country or the renewing of any of the aforesaid rights or applications, and to sign all instruments necessary for the filing and prosecution of any continued, divisional and reissue applications which may be necessary to render the aforesaid intellectual property effective and in full force. EMPLOYEE further agrees that XXXXX and MSC will be entitled to and will own all the results and proceeds of the EMPLOYEE's services under this Agreement, including without limitation, all rights throughout the world to any copyright, patent, trademark or other right and to all ideas, inventions, products, programs, procedures, formats and other materials of any kind created or developed or worked on by him alone or with others the EMPLOYEE during the Employee’s his employment with MSC and XXXXX.; the Employer, whether or not conceived during regular working hours, through the use of Employee time, material or facilities or otherwise (“Inventions”). (ii) The Employee agrees that all copyrights created in conjunction with his service to the Employer and other Inventions, are “works made for hire” (as that term is defined under the Copyright Act of 1976, as amended). All such copyrights, trademarks, and other Inventions same shall be the sole and exclusive property of MSC and XXXXX; and EMPLOYEE will not have any right, title, or interest of any nature or kind therein. Without limiting the Employerforegoing, and the Employer shall it will be the sole owner of all patentspresumed that any copyright, copyrights, trademarks, trade secrets, and other rights and protection in connection therewith. To the extent any such copyright and other Inventions may not be works for hire, the Employee hereby assigns to the Employer any and all rights he now has or may hereafter acquire in such copyrights and any other Inventions. Upon request the Employee shall deliver to the Employer all drawings, models and other data and records relating to such copyrights, trademarks and Inventions. The Employee further agrees as to all such Inventions, to assist the Employer in every proper way (but at the Employer’s expense) to obtain, register, and from time to time enforce patents, copyrights, trademarks, trade secrets, and other rights and protection relating to said Inventions in any and all countries, and to that end the Employee shall execute all documents for use in applying for and obtaining such patents, copyrights, trademarks, trade secrets and other rights and protection on and enforcing such Inventions, as the Employer may reasonably request, together with any assignments thereof to the Employer or persons designated by it. Such obligation to assist the Employer shall continue beyond the termination of the Employee’s service to the Employer on the Last Work Date, but the Employer shall compensate the Employee at a reasonable rate after termination of service for time actually spent by the Employee at the Employer’s request for such assistance. In the event the Employer is unable, after reasonable effort, to secure the Employee’s signature on any document or documents needed to apply for or prosecute any patent, copyright, trademark, trade secret, or other right any idea, product, program, procedure, or protection relating forma or material created, developed or worked on by the EMPLOYEE at any time during the term of his employment will be a result or proceed of the EMPLOYEE'S services under this Agreement. The EMPLOYEE will take such action and execute such documents as MSC or XXXXX may request to warrant and confirm MSC and XXXXX'X title and ownership of all such results and proceeds and to transfer and assign to MSC and XXXXX any rights which EMPLOYEE may have therein. The EMPLOYEE's right to any compensation or other amounts under this Agreement will not constitute a lien on any results or proceeds of the EMPLOYEE's services under this Agreement. MSC and XXXXX will also own, and promptly on receipt thereof the EMPLOYEE will pay to these companies, any monies and other proceeds to which the EMPLOYEE is entitled on account of rights pertaining to any of the MSC's products or services which the EMPLOYEE acquired before the date of this Agreement. MSC and XXXXX shall be entitled, without posting bond or other security, to seek injunctive and other equitable relief to enforce the provisions of this Section 18; and no action for any such relief shall be deemed to waive the right of MSC and XXXXX to an Invention, whether because of the Employee’s physical or mental incapacity or action for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Employer and its duly authorized officers and agents, during the Restricted Period (as defined below), as his agent coupled with an interest and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, trademarks, trade secrets, or similar rights or protection thereon with the same legal force and effect as if executed by the Employeedamages.

Inventions, etc. (i) On or before During the Last Work Date Term and for a period of one year thereafter, the Employee will promptly disclose to the Employer Company all designs, processes, inventions, improvements, developments, discoveries, processes, techniques, and other information related to the business of the Employer Company conceived, developed, acquired, or reduced to practice by him the Employee alone or with others during the Employee’s employment with the EmployerTerm of this Agreement, whether or not conceived during regular working hours, through the use of Employee Company time, material or facilities or otherwise (“Inventions”). (ii) . The Employee agrees that all copyrights created in conjunction with his the Employee’s service to the Employer Company and other Inventions, are “works made for hire” (as that term is defined under the Copyright Act of 1976, as amended). All such copyrights, trademarks, and other Inventions shall be the sole and exclusive property of the EmployerCompany, and the Employer Company shall be the sole owner of all patents, copyrights, trademarks, trade secrets, and other rights and protection in connection therewith. To the extent any such copyright and other Inventions may not be works for hire, the Employee hereby assigns to the Employer Corporation any and all rights he the Employee now has or may hereafter acquire in such copyrights and any other Inventions. Upon request the Employee shall deliver to the Employer Company all drawings, models and other data and records relating to such copyrights, trademarks and Inventions. The Employee further agrees agrees, as to all such Inventions, to assist the Employer Company in every proper way (but at the EmployerCompany’s expense) to obtain, register, and from time to time enforce patents, copyrights, trademarks, trade secrets, and other rights and protection relating to said Inventions in any and all countries, and to that end the Employee shall execute all documents for use in applying for and obtaining such patents, copyrights, trademarks, trade secrets and other rights and protection on and enforcing such Inventions, as the Employer Company may reasonably requestdesire, together with any assignments thereof to the Employer Company or persons designated by it. Such obligation to assist the Employer Company shall continue beyond the termination of the Employee’s service to the Employer on the Last Work DateCompany, but the Employer Company shall compensate the Employee at a reasonable rate after termination of service for time actually spent by the Employee at the EmployerCompany’s request for such assistance. In the event the Employer Company is unable, after reasonable effort, to secure the Employee’s signature on any document or documents needed to apply for or prosecute any patent, copyright, trademark, trade secret, or other right or protection relating to an Invention, whether because of the Employee’s physical or mental incapacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Employer Company and the its duly authorized officers and agents, during agents as the Restricted Period (as defined below), as his Employee’s agent coupled with an interest and attorney-in-fact, to act for and in his the Employee’s behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, trademarks, trade secrets, or similar rights or protection thereon with the same legal force and effect as if executed by the Employee.

Inventions, etc. (i) On or before During the Last Work Date Term and for a period of one year thereafter, the Employee will promptly disclose to the Employer Company all designs, processes, inventions, improvements, developments, discoveries, processes, techniques, and other information related to the business of the Employer Company conceived, developed, acquired, or reduced to practice by him alone or with others during the Employee’s employment with the EmployerTerm of this Agreement, whether or not conceived during regular working hours, through the use of Employee Company time, material or facilities or otherwise (“Inventions”). (ii) . The Employee agrees that all copyrights created in conjunction with his service to the Employer Company and other Inventions, are “works made for hire” (as that term is defined under the Copyright Act of 1976, as amended). All such copyrights, trademarks, and other Inventions shall be the sole and exclusive property of the EmployerCompany, and the Employer Company shall be the sole owner of all patents, copyrights, trademarks, trade secrets, and other rights and protection in connection therewith. To the extent any such copyright and other Inventions may not be works for hire, the Employee hereby assigns to the Employer Company any and all rights he now has or may hereafter acquire in such copyrights and any other Inventions. Upon request the Employee shall deliver to the Employer Company all drawings, models and other data and records relating to such copyrights, trademarks and Inventions. The Employee further agrees as to all such Inventions, to assist the Employer Company in every proper way (but at the EmployerCompany’s expense) to obtain, register, and from time to time enforce patents, copyrights, trademarks, trade secrets, and other rights and protection relating to said Inventions in any and all countries, and to that end the Employee shall execute all documents for use in applying for and obtaining such patents, copyrights, trademarks, trade secrets and other rights and protection on and enforcing such Inventions, as the Employer Company may reasonably request, together with any withany assignments thereof to the Employer Company or persons designated by it. .Such obligation to assist the Employer Company shall continue beyond the termination of the Employee’s service to the Employer on the Last Work DateCompany, but the Employer Company shall compensate the Employee at a reasonable rate after termination of service for time actually spent by the Employee at the EmployerCompany’s request for such assistance. In the event the Employer Company is unable, after reasonable effort, to secure the Employee’s signature on any document or documents needed to apply for or prosecute any patent, copyright, trademark, trade secret, or other right or protection relating to an Invention, whether because of the Employee’s physical or mental incapacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Employer Company and its duly authorized officers and agents, during the Restricted Period (as defined below)Term of this Agreement and for a period of two years after termination of this Agreement, as his agent coupled with an interest and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, trademarks, trade secrets, or similar rights or protection thereon with the same legal force and effect as if executed by the Employee.

Inventions, etc. (ia) On or before the Last Work Date Any and for a period of one year thereafter, the Employee will promptly disclose to the Employer all designs, processes, inventions, improvements, discoveries or developments, discoveriesincluding computer software, processesor other ideas conceived, techniques, and other information related to the business of the Employer conceivedcreated, developed, acquiredmade by any of RSI and its employees or agents in whole or in part in connection with the services to be provided hereunder or the APS that relate to META's APS business, or reduced are made using any of META's equipment, facilities, materials, labor, money, time or other resource or result from any services performed hereunder (collectively, "Inventions," and singly, an "Invention"), shall belong jointly to practice by him alone META and RSI and shall be treated as Confidential Information hereunder. RSI agrees that it and its employees and agents shall communicate promptly to META any and all Inventions. RSI hereby assigns, transfers and gives to META an undivided one-half interest in and to its entire right, title and interest in and to the Inventions, including all rights therein arising under applicable copyright laws (including the exclusive rights of reproduction, distribution, preparation of derivative works, performance and display), all rights therein arising under applicable patent laws (including all patents and patent applications therein), all so-called moral rights (including the right to edit, modify, alter or destroy, combine the Inventions with others during the Employee’s employment with the Employer, whether or not conceived during regular working hours, through the use of Employee time, material or facilities other works or otherwise (“deal with Inventions”), all other exclusionary and/or proprietary rights, and any renewals and extensions associated therewith, as each of the foregoing may be secured under the now or hereafter in force and effect in the United States of America or any other country or countries. (b) Notwithstanding any language to the contrary contained in this Agreement, upon termination of this Agreement by META pursuant to Section 6(b)(i), (ii) The Employee agrees that all copyrights created in conjunction with his service and/or (iii), or by RSI pursuant to the Employer and other InventionsSections 6(b) or 18, are “works made for hire” (as that term is defined under the Copyright Act of 1976, as amended). All such copyrights, trademarksMETA shall have, and other Inventions shall be the sole RSI hereby grants to META a perpetual, irrevocable right and exclusive property license to use, copy, distribute, license, sell and create derivative works of, all of the Employerdata, and databases, methods, methodologies, technologies included in RSI's Confidential Information in consideration for META paying to RSI the Employer shall be the sole owner of all patents, copyrights, trademarks, trade secrets, and other rights and protection Royalty described in connection therewith. To the extent any such copyright and other Inventions may not be works for hire, the Employee hereby assigns to the Employer any and all rights he now has or may hereafter acquire in such copyrights and any other Inventions. Upon request the Employee shall deliver to the Employer all drawings, models and other data and records relating to such copyrights, trademarks and Inventions. The Employee further agrees as to all such Inventions, to assist the Employer in every proper way (but at the Employer’s expenseSection 6(c)(iv) to obtain, register, and from time to time enforce patents, copyrights, trademarks, trade secrets, and other rights and protection relating to said Inventions in any and all countries, and to that end the Employee shall execute all documents for use in applying for and obtaining such patents, copyrights, trademarks, trade secrets and other rights and protection on and enforcing such Inventions, as the Employer may reasonably request, together with any assignments thereof to the Employer or persons designated by it. Such obligation to assist the Employer shall continue beyond the termination of the Employee’s service to the Employer on the Last Work Date, but the Employer shall compensate the Employee at a reasonable rate after termination of service for time actually spent by the Employee at the Employer’s request for such assistance. In the event the Employer is unable, after reasonable effort, to secure the Employee’s signature on any document or documents needed to apply for or prosecute any patent, copyright, trademark, trade secret, or other right or protection relating to an Invention, whether because of the Employee’s physical or mental incapacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Employer and its duly authorized officers and agents, during the Restricted Period (as defined below), as his agent coupled with an interest and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, trademarks, trade secrets, or similar rights or protection thereon with the same legal force and effect as if executed by the Employeeabove.

Inventions, etc. (i) On or before During the Last Work Date Term and for a period of one year thereafter, the Employee will promptly disclose to the Employer Company all designs, processes, inventions, improvements, developments, discoveries, processes, techniques, and other information related to the business of the Employer Company conceived, developed, acquired, or reduced to practice by him her alone or with others during the Employee’s employment with the EmployerTerm of this Agreement, whether or not conceived during regular working hours, through the use of Employee Company time, material or facilities or otherwise (“Inventions”). (ii) . The Employee agrees that all copyrights created in conjunction with his her service to the Employer Company and other Inventions, are “works made for hire” (as that term is defined under the Copyright Act of 1976, as amended). All such copyrights, trademarks, and other Inventions shall be the sole and exclusive property of the EmployerCompany, and the Employer Company shall be the sole owner of all patents, copyrights, trademarks, trade secrets, and other rights and protection in connection therewith. To the extent any such copyright and other Inventions may not be works for hire, the Employee hereby assigns to the Employer Company any and all rights he now has or may hereafter acquire in such copyrights and any other Inventions. Upon request the Employee shall deliver to the Employer Company all drawings, models and other data and records relating to such copyrights, trademarks and Inventions. The Employee further agrees as to all such Inventions, to assist the Employer Company in every proper way (but at the EmployerCompany’s expense) to obtain, register, and from time to time enforce patents, copyrights, trademarks, trade secrets, and other rights and protection relating to said Inventions in any and all countries, and to that end the Employee shall execute all documents for use in applying for and obtaining such patents, copyrights, trademarks, trade secrets and other rights and protection on and enforcing such Inventions, as the Employer Company may reasonably request, together with any assignments thereof to the Employer Company or persons designated by it. Such obligation to assist the Employer Company shall continue beyond the termination of the Employee’s service to the Employer on the Last Work DateCompany, but the Employer Company shall compensate the Employee at a reasonable rate after termination of service for time actually spent by the Employee at the EmployerCompany’s request for such assistance. In the event the Employer Company is unable, after reasonable effort, to secure the Employee’s signature on any document or documents needed to apply for or prosecute any patent, copyright, trademark, trade secret, or other right or protection relating to an Invention, whether because of the Employee’s physical or mental incapacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Employer Company and its duly authorized officers and agents, during the Restricted Period (as defined below)Term of this Agreement and for a period of two years after termination of this Agreement, as his her agent coupled with an interest and attorney-in-fact, to act for and in his her behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, trademarks, trade secrets, or similar rights or protection thereon with the same legal force and effect as if executed by the Employee.

Inventions, etc. EMPLOYEE will disclose promptly to Employer and does assign and agrees to assign to Employer, without additional compensation to EMPLOYEE, all of EMPLOYEE's right, title, and interest in and to any and all inventions, intellectual property, discoveries, improvements, modifications, extension or advancements made, conceived, devised, developed or perfected by EMPLOYEE during the term of EMPLOYEE's employment, whether on duty or off, and in and to all proprietary rights therein or based thereon, which (i) On uses equipment, supplies, facilities or before trade secrets of Employer, or (ii) uses the Last Work Date and time for a period of one year thereafterwhich EMPLOYEE was compensated by Employer, the Employee will promptly disclose to the Employer all designs, processes, inventions, improvements, developments, discoveries, processes, techniques, and other information related or (iii) which relates to the business of the Employer conceived, developed, acquiredor to its actual or demonstrable anticipated research and development, or reduced (iv) that results, in whole or in part, from work performed by EMPLOYEE for Employer and its assigns. The EMPLOYEE agrees to practice sign all instruments necessary for filing and prosecution of any application for patent, trademark or copyright of the United States or any foreign country or the renewing of any of the aforesaid rights or applications, and to sign all instruments necessary for the filing and prosecution of any continued, divisional and reissue applications which may be necessary to render the aforesaid intellectual property effective and in full force. EMPLOYEE further agrees that XXXXX and MSC will be entitled to and will own all the results and proceeds of the EMPLOYEE's services under this Agreement, including without limitation, all rights throughout the world to any copyright, patent, trademark or other right and to all ideas, inventions, products, programs, procedures, formats and other materials of any kind created or developed or worked on by him alone or with others the EMPLOYEE during the Employee’s her employment with MSC and XXXXX; the Employer, whether or not conceived during regular working hours, through the use of Employee time, material or facilities or otherwise (“Inventions”). (ii) The Employee agrees that all copyrights created in conjunction with his service to the Employer and other Inventions, are “works made for hire” (as that term is defined under the Copyright Act of 1976, as amended). All such copyrights, trademarks, and other Inventions same shall be the sole and exclusive property of MSC and XXXXX; and EMPLOYEE will not have any right, title, or interest of any nature or kind therein. Without limiting the Employerforegoing, and the Employer shall it will be the sole owner of all patentspresumed that any copyright, copyrights, trademarks, trade secrets, and other rights and protection in connection therewith. To the extent any such copyright and other Inventions may not be works for hire, the Employee hereby assigns to the Employer any and all rights he now has or may hereafter acquire in such copyrights and any other Inventions. Upon request the Employee shall deliver to the Employer all drawings, models and other data and records relating to such copyrights, trademarks and Inventions. The Employee further agrees as to all such Inventions, to assist the Employer in every proper way (but at the Employer’s expense) to obtain, register, and from time to time enforce patents, copyrights, trademarks, trade secrets, and other rights and protection relating to said Inventions in any and all countries, and to that end the Employee shall execute all documents for use in applying for and obtaining such patents, copyrights, trademarks, trade secrets and other rights and protection on and enforcing such Inventions, as the Employer may reasonably request, together with any assignments thereof to the Employer or persons designated by it. Such obligation to assist the Employer shall continue beyond the termination of the Employee’s service to the Employer on the Last Work Date, but the Employer shall compensate the Employee at a reasonable rate after termination of service for time actually spent by the Employee at the Employer’s request for such assistance. In the event the Employer is unable, after reasonable effort, to secure the Employee’s signature on any document or documents needed to apply for or prosecute any patent, copyright, trademark, trade secret, or other right any idea, product, program, procedure, or protection relating forma or material created, developed or worked on by the EMPLOYEE at any time during the term of her employment will be a result or proceed of the EMPLOYEE'S services under this Agreement. The EMPLOYEE will take such action and execute such documents as MSC or XXXXX may request to warrant and confirm MSC and XXXXX'X title and ownership of all such results and proceeds and to transfer and assign to MSC and XXXXX any rights which EMPLOYEE may have therein. The EMPLOYEE's right to any compensation or other amounts under this Agreement will not constitute a lien on any results or proceeds of the EMPLOYEE's services under this Agreement. MSC and XXXXX will also own, and promptly on receipt thereof the EMPLOYEE will pay to these companies, any monies and other proceeds to which the EMPLOYEE is entitled on account of rights pertaining to any of the MSC's products or services which the EMPLOYEE acquired before the date of this Agreement. MSC and XXXXX shall be entitled, without posting bond or other security, to seek injunctive and other equitable relief to enforce the provisions of this Section 18; and no action for any such relief shall be deemed to waive the right of MSC and XXXXX to an Invention, whether because of the Employee’s physical or mental incapacity or action for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Employer and its duly authorized officers and agents, during the Restricted Period (as defined below), as his agent coupled with an interest and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, trademarks, trade secrets, or similar rights or protection thereon with the same legal force and effect as if executed by the Employeedamages.

Inventions, etc. (i) On or before During the Last Work Date Term and for a period of one year thereafter, the Employee Consultant and the Principal will promptly disclose to the Employer Company all designs, processes, inventions, improvements, developments, discoveries, processes, techniques, and other information related to the business of the Employer Company conceived, developed, acquired, or reduced to practice by him the Consultant or Principal alone or with others during the Employee’s employment with the EmployerTerm of this Agreement, whether or not conceived during regular working hours, through the use of Employee Company time, material or facilities or otherwise (“Inventions”). (ii) . The Employee Consultant and Principal each agrees that all copyrights created in conjunction with his the Consultant's service to the Employer Company and other Inventions, are “works made for hire” (as that term is defined under the Copyright Act of 1976, as amended). All such copyrights, trademarks, and other Inventions shall be the sole and exclusive property of the EmployerCompany, and the Employer Company shall be the sole owner of all patents, copyrights, trademarks, trade secrets, and other rights and protection in connection therewith. To the extent any such copyright and other Inventions may not be works for hire, the Employee Consultant and Principal each hereby assigns to the Employer Company any and all rights he the Consultant and Principal now has or may hereafter acquire in such copyrights and any other Inventions. Upon request the Employee Consultant and Principal shall deliver to the Employer Company all drawings, models and other data and records relating to such copyrights, trademarks and Inventions. The Employee Consultant and Principal each further agrees agrees, as to all such Inventions, to assist the Employer Company in every proper way (but at the EmployerCompany’s expense) to obtain, register, and from time to time enforce patents, copyrights, trademarks, trade secrets, and other rights and protection relating to said Inventions in any and all countries, and to that end the Employee Consultant and Principal each shall execute all documents for use in applying for and obtaining such patents, copyrights, trademarks, trade secrets and other rights and protection on and enforcing such Inventions, as the Employer Company may reasonably requestdesire, together with any assignments thereof to the Employer Company or persons designated by it. Such obligation to assist the Employer Company shall continue beyond the termination of the EmployeeConsultant’s service to the Employer on the Last Work DateCompany, but the Employer Company shall compensate the Employee Consultant at a reasonable rate after termination of service for time actually spent by the Employee Consultant at the EmployerCompany’s request for such assistance. In the event the Employer Company is unable, after reasonable effort, to secure the EmployeeConsultant’s signature on any document or documents needed to apply for or prosecute any patent, copyright, trademark, trade secret, or other right or protection relating to an Invention, whether because of the EmployeeConsultant’s dissolution and/or the Principal’s physical or mental incapacity or for any other reason whatsoever, the Employee Consultant and Principal each hereby irrevocably designates and appoints the Employer Company and its duly authorized officers and agents, during agents as the Restricted Period (as defined below), as his Consultant's and Principal’s agent coupled with an interest and attorney-in-fact, to act for and in his the Consultant's and Principal’s behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, trademarks, trade secrets, or similar rights or protection thereon with the same legal force and effect as if executed by the EmployeeConsultant.