Common use of INVENTIONS, PATENTS AND COPYRIGHTS Clause in Contracts

INVENTIONS, PATENTS AND COPYRIGHTS. (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 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 her 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 concerning this section, no actions by the Company or Executive undertaken for the purpose of securing, maintaining, or preserving the copyright in the works, including but not limited to recordation of this 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 in writing, in such format as the Company may deem appropriate, all Intellectual Property made or conceived by Executive whether alone or jointly with others from the date 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. Executive agrees that these records, as well as the Intellectual Property, shall be and remain the 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 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 her 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 Executive. (f) The provisions of this Section 6 shall survive termination of this Agreement for any reason.

INVENTIONS, PATENTS AND COPYRIGHTS. (a) 6.1 All inventions and other creative works, including any patent, copyright, trade secret, trademark or other intellectual property rights 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 part, and in the course course, of Executive's role as consultant to, and thereafter, employment with, with the Company. Any 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) 6.2 The Company shall have full ownership of the Intellectual Property, with no rights of ownership vested in Executive. Executive agrees that in the event that, if 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 her 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 concerning this sectionSection 6, no actions by the Company or Executive undertaken for the purpose of securing, maintaining, or preserving the copyright in the works, including but not limited to recordation of this section with the United States Copyright Office, works 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) 6.3 Executive shall communicate agrees to divulge to the Company promptly and fully in writing, in such format as the Company may deem appropriate, all Intellectual Property made or conceived by Executive whether alone or jointly with others from the date hereof until the date this Agreement is terminated and to assign to the Company all Intellectual Property. (d) 6.4 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. Executive agrees that these records, as well as the Intellectual Property, shall be and remain the property of the Company at all times. (e) 6.5 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 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 the Company may be deem necessary, to secure and enforce the Company's rights in the Intellectual Property. Executive hereby appoints the Company as her his agent and attorney-in-fact to act for and in Executive's his 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 Executive. The Company agrees that, to the extent (i) allowable by law and (ii) not affecting the Company's rights in any way, it will include Executive's name as an "author" on all patents to which he has substantially contributed. (f) 6.6 The provisions of this Section 6 shall survive termination of this Agreement for any reasonAgreement.

INVENTIONS, PATENTS AND COPYRIGHTS. (a) 6.1 All inventions and other creative works, including any patent, copyright, trade secret, trademark or other intellectual property rights 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 part, and in the course course, of Executive's role as consultant to, and thereafter, employment with, with the Company. Any 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) 6.2 The Company shall have full ownership of the Intellectual Property, with no rights of ownership vested in Executive. Executive agrees that 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 her 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 concerning this sectionSection 6, no actions by the Company or Executive undertaken for the purpose of securing, maintaining, or preserving the copyright in the works, including but not limited to recordation of this section with the United States Copyright Office, works 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) 6.3 Executive shall communicate agrees to divulge to the Company promptly and fully in writing, in such format as the Company may deem appropriate, all Intellectual Property made or conceived by Executive whether alone or jointly with others from the date hereof until the date this Agreement is terminated and to assign to the Company all Intellectual Property. (d) 6.4 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. Executive agrees that these records, as well as the Intellectual Property, shall be and remain the property of the Company at all times. (e) 6.5 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 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 her his agent and attorney-in-fact to act for and in Executive's his 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 Executive. The Company agrees that, to the extent (i) allowable by law and (ii) it does not affect the Company's rights in any way, it will include Executive's name as an "author" on all patents to which he has substantially contributed. (f) 6.6 The provisions of this Section 6 shall survive termination of this Agreement for any reason.

INVENTIONS, PATENTS AND COPYRIGHTS. (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 role as consultant to or employee of 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 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 her 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 concerning this section, no actions by the Company or Executive undertaken for the purpose of securing, maintaining, or preserving the copyright in the works, including but not limited to recordation of this 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 in writing, in such format as the Company may deem appropriate, all Intellectual Property made or conceived by Executive whether alone or jointly with others from the date 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. Executive agrees that these records, as well as the Intellectual Property, shall be and remain the 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 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 her 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 Executive. (f) The provisions of this Section 6 shall survive termination of this Agreement for any reason.

INVENTIONS, PATENTS AND COPYRIGHTS. (a) 6.1 All inventions and other creative works, including any patent, copyright, trade secret, trademark or other intellectual property rights 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 ’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 part, and in the course course, of Executive's role as consultant to, and thereafter, ’s employment with, with the Company. Any 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) 6.2 The Company shall have full ownership of the Intellectual Property, with no rights of ownership vested in Executive. Executive agrees that in the event that, if 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 her 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 concerning this sectionSection 6, no actions by the Company or Executive undertaken for the purpose of securing, maintaining, or preserving the copyright in the works, including but not limited to recordation of this section with the United States Copyright Office, works 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) 6.3 Executive shall communicate agrees to divulge to the Company promptly and fully in writing, in such format as the Company may deem appropriate, all Intellectual Property made or conceived by Executive whether alone or jointly with others from the date hereof until the date this Agreement is terminated and to assign to the Company all Intellectual Property. (d) 6.4 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. Executive agrees that these records, as well as the Intellectual Property, shall be and remain the property of the Company at all times. (e) 6.5 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 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 the Company may be deem necessary, to secure and enforce the Company's ’s rights in the Intellectual Property. Executive hereby appoints the Company as her his agent and attorney-in-fact to act for and in Executive's his 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 Executive. The Company agrees that, to the extent (i) allowable by law and (ii) not affecting the Company’s rights in any way, it will include Executive’s name as an “author” on all patents to which he has substantially contributed. (f) 6.6 The provisions of this Section 6 shall survive termination of this Agreement for any reasonAgreement.