New Developments and Modifications Clause Samples
The "New Developments and Modifications" clause defines how any inventions, improvements, or changes created during the course of an agreement are handled between the parties. Typically, this clause specifies ownership rights, obligations to disclose new developments, and the process for assigning or licensing such modifications. For example, it may require that any software enhancements or product innovations developed while working under the contract are automatically owned by the employer or client. The core function of this clause is to ensure clarity and prevent disputes over intellectual property rights arising from work performed during the contractual relationship.
New Developments and Modifications. With respect to inventions and intellectual property made pursuant to work performed under this Agreement relating either directly or indirectly to the Product, made by either GSK or DENDREON employees or agents individually or jointly, such patentable or unpatentable process or product shall be owned by DENDREON (each, a “DENDREON Invention”). Title to all inventions and intellectual property made solely by [***] Denotes confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. GSK employees or agents without inventive contribution from DENDREON and its Affiliates employees or agents and which do not specifically relate to the Product or the Process shall be owned by GSK (each, a “GSK Invention”). With respect to inventions and intellectual property made pursuant to work performed under this Agreement relating specifically to the Process, made by GSK employees or agents individually or GSK and DENDREON employees or agents jointly, and which do not relate to the Product shall be owned jointly by GSK and DENDREON (each, a “Joint Invention”). Title to each Joint Invention shall be owned jointly by GSK and DENDREON. Inventorship of inventions and other intellectual property rights conceived and/or reduced to practice in connection with the development activities hereunder shall be determined in accordance with the patent laws of the United States. Both Parties agree to provide all required or requested assistance to the other Party in obtaining and enforcing the full benefits, enjoyment, rights and title throughout the world to a DENDREON Invention, GSK Invention or Joint Intellectual Property, including but not limited to the review and execution of assignments confirming ownership, declarations, powers of attorney, and other documents, and assistance or cooperation in legal proceedings. Each Party will be reasonably compensated by the other Party for their time spent in rendering such assistance, except that no additional compensation will be paid for the execution of documents.
New Developments and Modifications