Common use of INVENTIONS, PATENTS AND COPYRIGHTS Clause in Contracts

INVENTIONS, PATENTS AND COPYRIGHTS. 4.15.1 Any discovery or invention arising out of or developed in the course or performance of this Agreement shall be promptly and fully reported to the Corporation, and if this work is supported by a Federal grant of funds, it shall promptly and fully be reported to the Federal Government for determination as to whether patent protection of such invention or discovery shall be sought and how the rights in the invention or discovery, including rights under any patent issued thereon, shall be disposed of and administered to protect the public interest. 4.15.2 The Corporation shall be the owner of any report, document or other data produced in whole or in part in connection with the performance of this Agreement. 4.15.3 In no event shall Section 4.15.1 above be deemed to apply to any discovery or invention of the Contractor which existed prior to or was developed or discovered independently from its activities related to this Agreement. 4.15.4 If this Agreement involves information services or the lease, license or other use of the Corporation, NYC Health + Hospitals or City computer system or electronic data processing system then the following shall apply: a. All software, computer data, and any accompanying literature developed in connection with this Agreement shall be the sole property of the Corporation; b. All such material constitutes confidential information that the Contractor shall not disclose to any third party nor shall it disclose any information obtained from the Corporation, NYC Health + Hospitals or the City concerning the Corporation's or NYC Health + Hospitals’s or the City's operations, existing or future computer programs or other record keeping procedures, except as such disclosure may be required by law; c. The Contractor will use its best efforts to prevent unauthorized dissemination or disclosure of such information related to the development of said software; and d. None of the Contractor or any of its employees shall transfer, publish, use or disclose the contents of or any aspect of said software to third parties unless specifically authorized in writing, in advance, by the Corporation. This Section shall not apply if the Contractor develops similar software independently of this Agreement or such software was rightfully obtained by the Contractor from a third party whom the Corporation, NYC Health + Hospitals or the City has licensed or authorized to use such software. The Contractor shall return to the Corporation, at the termination or expiration of this Agreement all copies of such software, any improvements thereof and all information, data or material related thereto, including, without limitation, each and every copy or so much of every program, program deck, tape, disk, card, card deck, printout, listing, specifications, layout manual and other material with respect to such software or any part thereof then in the possession or in the control of, or obtained by others through or from the Contractor and its permitted transferee.

INVENTIONS, PATENTS AND COPYRIGHTS. 4.15.1 (a) All inventions and other creative works, including any patent, copyright, trade secret, trademark or other intellectual property rights developed or produced by Executive either alone or jointly with others during Executive's employment with the Company and which relate to the Company's business or technology or which are derived in the context of the Company's business or operations (collectively, the "Intellectual Property") shall be considered to have been prepared for the Company as a part of and in the course of Executive's role as consultant to, and thereafter, employment with, the Company. Any discovery or invention such Intellectual Property shall be owned by the Company regardless of whether it would otherwise be considered a work made for hire. Such Intellectual Property shall include, among other things, software and documentation therefor. (b) The Company shall have full ownership of the Intellectual Property, with no rights of ownership vested in Executive. Executive agrees that in the event any Intellectual Property is determined by a court of competent jurisdiction not to be a work for hire under the federal copyright laws, this Agreement shall operate as an irrevocable assignment by him to the Company of the copyright in the works, including all rights thereunder in perpetuity. Under this irrevocable assignment, Executive hereby assigns to the Company the sole and exclusive right, title, and interest in and to the Intellectual Property, without further consideration, and agrees to assist the Company in registering and from time to time enforcing all copyrights and other rights and protections relating to the Intellectual Property in any and all countries. Executive agrees that in the event of any dispute arising out of or developed concerning this section, no actions by the Company or Executive undertaken for the purpose of securing, maintaining, or preserving the copyright in the course or performance works, including but not limited to recordation of this Agreement section with the United States Copyright Office, shall be considered by any finder of fact or determiner of law in determining the character of the work as work made for hire, unless expressly authorized by the Company. (c) Executive shall communicate to the Company promptly and fully reported to the Corporation, and if this work is supported by a Federal grant of funds, it shall promptly and fully be reported to the Federal Government for determination as to whether patent protection of such invention or discovery shall be sought and how the rights in the invention or discovery, including rights under any patent issued thereon, shall be disposed of and administered to protect the public interest. 4.15.2 The Corporation shall be the owner of any report, document or other data produced in whole or in part in connection with the performance of this Agreement. 4.15.3 In no event shall Section 4.15.1 above be deemed to apply to any discovery or invention of the Contractor which existed prior to or was developed or discovered independently from its activities related to this Agreement. 4.15.4 If this Agreement involves information services or the lease, license or other use of the Corporation, NYC Health + Hospitals or City computer system or electronic data processing system then the following shall apply: a. All software, computer data, and any accompanying literature developed in connection with this Agreement shall be the sole property of the Corporation; b. All such material constitutes confidential information that the Contractor shall not disclose to any third party nor shall it disclose any information obtained from the Corporation, NYC Health + Hospitals or the City concerning the Corporation's or NYC Health + Hospitals’s or the City's operations, existing or future computer programs or other record keeping procedures, except as such disclosure may be required by law; c. The Contractor will use its best efforts to prevent unauthorized dissemination or disclosure of such information related to the development of said software; and d. None of the Contractor or any of its employees shall transfer, publish, use or disclose the contents of or any aspect of said software to third parties unless specifically authorized in writing, in advancesuch format as the Company may deem appropriate, all Intellectual Property made or conceived by Executive whether alone or jointly with others from the Corporationdate hereof until the date this Agreement is terminated and to assign to the Company all Intellectual Property. (d) Executive shall make and maintain adequate permanent records of all Intellectual Property, in the form of memoranda, notebook entries, drawings, printouts, or reports relating thereto, in keeping with then current Company procedures. This Section Executive agrees that these records, as well as the Intellectual Property, shall not apply if be and remain the Contractor develops similar software independently property of the Company at all times. (e) Executive shall cooperate with and assist the Company and its nominees, at their sole expense, during the term of this Agreement and thereafter, in securing and protecting patent, copyright or such software was rightfully obtained other similar rights in the United States and foreign countries in the Intellectual Property. In this connection, Executive specifically agrees to execute all papers which the Company deems necessary to protect its interests including the execution of assignments of invention and copyrights and to give evidence and testimony, as may be necessary, to secure and enforce the Company's rights in the Intellectual Property. Executive hereby appoints the Company as his agent and attorney-in-fact to act for and in Executive's behalf and stead to execute, register, and file any applications, and to do all other lawfully permitted acts to further the registration, prosecution, issuance, renewals, and extensions of patents, copyrights or other protections with the same legal force and effect as if personally executed by the Contractor from a third party whom the Corporation, NYC Health + Hospitals or the City has licensed or authorized to use such software. Executive. (f) The Contractor provisions of this Section 6 shall return to the Corporation, at the survive termination or expiration of this Agreement all copies of such software, for any improvements thereof and all information, data or material related thereto, including, without limitation, each and every copy or so much of every program, program deck, tape, disk, card, card deck, printout, listing, specifications, layout manual and other material with respect to such software or any part thereof then in the possession or in the control of, or obtained by others through or from the Contractor and its permitted transfereereason.

INVENTIONS, PATENTS AND COPYRIGHTS. 4.15.1 1. Any discovery or invention arising out of or developed in the course or performance of this Agreement shall be promptly and fully reported to the CorporationMetroPlus, and if this work is supported by a Federal grant of funds, it shall promptly and fully be reported to the Federal Government for determination as to whether patent protection of such invention or discovery shall be sought and how the rights in the invention or discovery, including rights under any patent issued thereon, shall be disposed of and administered in order to protect the public interest. 4.15.2 The Corporation shall be the owner of any 2. No report, document or other data produced in whole or in part with contract funds may be copyrighted by Contractor nor shall any notice of copyright be registered by Contractor in connection with the performance of any report, document or other data developed for this Agreement. 4.15.3 3. In no event shall Section 4.15.1 subsection 1 or 2 above be deemed to apply to any discovery or invention of the Contractor which existed prior to or was developed or discovered independently from its activities related to or funded by this Agreement. 4.15.4 4. If any copyrightable material is developed under, or in the course of performing, this Agreement involves information services Agreement, the City, H+H, and MetroPlus and any Federal agency providing funding shall have a royalty-free, non-exclusive and irrevocable right to reproduce, publish or otherwise use, and authorize others to use, the lease, license or other use of the Corporation, NYC Health + Hospitals or City computer system or electronic data processing system then the following shall apply:work for governmental purposes. a. All 5. Any and all software, computer data, and any accompanying literature developed in connection with this Agreement shall be the sole property and for the sole use of the Corporation; b. All MetroPlus. Contractor agrees that all such material constitutes confidential information that information; is the sole property of MetroPlus and MetroPlus or retains all right, title and interest, in said software. Contractor shall further agrees not to disclose to any third party nor shall it disclose any information obtained from the Corporation, NYC Health + Hospitals MetroPlus or the City concerning the Corporation's or NYC Health + Hospitals’s or the CityMetroPlus's operations, existing or future computer programs or other record keeping procedures, except as such disclosure may be or 6. Contractor shall execute all documents reasonably required by law; c. The Contractor will use its best efforts MetroPlus to prevent unauthorized dissemination or disclosure of such information related to implement the development of said software; and d. None of the Contractor or any of its employees shall transfer, publish, use or disclose the contents of or any aspect of said software to third parties unless specifically authorized in writing, in advance, by the Corporation. This Section shall not apply if the Contractor develops similar software independently of this Agreement or such software was rightfully obtained by the Contractor from a third party whom the Corporation, NYC Health + Hospitals or the City has licensed or authorized to use such software. The Contractor shall return to the Corporation, at the termination or expiration of this Agreement all copies of such software, any improvements thereof and all information, data or material related thereto, including, without limitation, each and every copy or so much of every program, program deck, tape, disk, card, card deck, printout, listing, specifications, layout manual and other material with respect to such software or any part thereof then in the possession or in the control of, or obtained by others through or from the Contractor and its permitted transferee.confidentiality provisions

INVENTIONS, PATENTS AND COPYRIGHTS. 4.15.1 (a) All inventions and other creative works, including any patent, copyright, trade secret, trademark or other intellectual property rights developed or produced by Executive either alone or jointly with others during Executive's employment with the Company and which relate to the Company's business or technology or which are derived in the context of the Company's business or operations (collectively, the "Intellectual Property") shall be considered to have been prepared for the Company as a part of and in the course of Executive's employment with the Company. Any discovery or invention such Intellectual Property shall be owned by the Company regardless of whether it would otherwise be considered a work made for hire. Such Intellectual Property shall include, among other things, software and documentation therefor. (b) The Company shall have full ownership of the Intellectual Property, with no rights of ownership vested in Executive. Executive agrees that in the event any Intellectual Property is determined by a court of competent jurisdiction not to be a work for hire under the federal copyright laws, this Agreement shall operate as an irrevocable assignment by him to the Company of the copyright in the works, including all rights thereunder in perpetuity. Under this irrevocable assignment, Executive hereby assigns to the Company the sole and exclusive right, title, and interest in and to the Intellectual Property, without further consideration, and agrees to assist the Company in registering and from time to time enforcing all copyrights and other rights and protections relating to the Intellectual Property in any and all countries. Executive agrees that in the event of any dispute arising out of or developed concerning this section, no actions by the Company or Executive undertaken for the purpose of securing, maintaining, or preserving the copyright in the course or performance works, including but not limited to recordation of this Agreement section with the United States Copyright Office, shall be considered by any finder of fact or determiner of law in determining the character of the work as work made for hire, unless expressly authorized by the Company. (c) Executive shall communicate to the Company promptly and fully reported to the Corporation, and if this work is supported by a Federal grant of funds, it shall promptly and fully be reported to the Federal Government for determination as to whether patent protection of such invention or discovery shall be sought and how the rights in the invention or discovery, including rights under any patent issued thereon, shall be disposed of and administered to protect the public interest. 4.15.2 The Corporation shall be the owner of any report, document or other data produced in whole or in part in connection with the performance of this Agreement. 4.15.3 In no event shall Section 4.15.1 above be deemed to apply to any discovery or invention of the Contractor which existed prior to or was developed or discovered independently from its activities related to this Agreement. 4.15.4 If this Agreement involves information services or the lease, license or other use of the Corporation, NYC Health + Hospitals or City computer system or electronic data processing system then the following shall apply: a. All software, computer data, and any accompanying literature developed in connection with this Agreement shall be the sole property of the Corporation; b. All such material constitutes confidential information that the Contractor shall not disclose to any third party nor shall it disclose any information obtained from the Corporation, NYC Health + Hospitals or the City concerning the Corporation's or NYC Health + Hospitals’s or the City's operations, existing or future computer programs or other record keeping procedures, except as such disclosure may be required by law; c. The Contractor will use its best efforts to prevent unauthorized dissemination or disclosure of such information related to the development of said software; and d. None of the Contractor or any of its employees shall transfer, publish, use or disclose the contents of or any aspect of said software to third parties unless specifically authorized in writing, in advancesuch format as the Company may deem appropriate, all Intellectual Property made or conceived by Executive whether alone or jointly with others from the Corporationdate hereof until the date this Agreement is terminated and to assign to the Company all Intellectual Property. (d) Executive shall make and maintain adequate permanent records of all Intellectual Property, in the form of memoranda, notebook entries, drawings, printouts, or reports relating thereto, in keeping with then current Company procedures. This Section Executive agrees that these records, as well as the Intellectual Property, shall not apply if be and remain the Contractor develops similar software independently property of the Company at all times. (e) Executive shall cooperate with and assist the Company and its nominees, at their sole expense, during the term of this Agreement and thereafter, in securing and protecting patent, copyright or such software was rightfully obtained other similar rights in the United States and foreign countries in the Intellectual Property. In this connection, Executive specifically agrees to execute all papers which the Company deems necessary to protect its interests including the execution of assignments of invention and copyrights and to give evidence and testimony, as may be necessary, to secure and enforce the Company's rights in the Intellectual Property. Executive hereby appoints the Company as his agent and attorney-in-fact to act for and in Executive's behalf and stead to execute, register, and file any applications, and to do all other lawfully permitted acts to further the registration, prosecution, issuance, renewals, and extensions of patents, copyrights or other protections with the same legal force and effect as if personally executed by the Contractor from a third party whom the Corporation, NYC Health + Hospitals or the City has licensed or authorized to use such software. Executive. (f) The Contractor provisions of this Section 6 shall return to the Corporation, at the survive termination or expiration of this Agreement all copies of such software, for any improvements thereof and all information, data or material related thereto, including, without limitation, each and every copy or so much of every program, program deck, tape, disk, card, card deck, printout, listing, specifications, layout manual and other material with respect to such software or any part thereof then in the possession or in the control of, or obtained by others through or from the Contractor and its permitted transfereereason.