Common use of Ownership and Assignment of Intellectual Property Clause in Contracts

Ownership and Assignment of Intellectual Property. (a) I agree that all originals and all copies of all manuscripts, drawings, prints, manuals, diagrams, letters, notes, notebooks, reports, models, records, files, memoranda, plans, sketches and all other documents and materials containing, representing, evidencing, recording, or constituting any Confidential Information (as defined in Section 2 above), however and whenever produced (whether by myself or others) during the course of my employment, shall be the sole property of the Company. (b) I agree that all Confidential Information and all other discoveries, inventions, ideas, concepts, trademarks, service marks, logos, processes, products, formulas, computer programs or software, source codes, object codes, algorithms, machines, apparatuses, items of manufacture or composition of matter, or any new uses therefor or improvements thereon, or any new designs or modifications or configurations of any kind, or works of authorship of any kind, including, without limitation, compilations and derivative works, whether or not patentable or copyrightable, conceived, developed, reduced to practice or otherwise made by me, either alone or with others, and related to the business of the Company or to tasks assigned to me during the course of my employment, whether or not made during my regular working hours, whether or not conceived, developed, reduced to practice or made on the Company’s premises and whether or not disclosed by me to the Company (collectively “Company Inventions”), and any and all services and products which embody, emulate or employ any such Company Invention or Confidential Information shall be the sole property of the Company and all copyrights, patents, patent rights, trademarks and reproduction rights to, and other proprietary rights in, each such Company Invention or Confidential Information, whether or not patentable or copyrightable, shall belong exclusively to the Company. For the avoidance of doubt, Confidential Information shall only include information that relates to the present or future business of the Company, and Company Inventions shall only include inventions that relate to the business of the Company or to tasks assigned to me during the course of my employment. (c) I agree to, and hereby do, assign to the Company all my right, title and interest throughout the world in and to all Company Inventions and to anything tangible which evidences, incorporates, constitutes, represents or records any Company Invention. I agree that all Company Inventions shall constitute works made for hire under the copyright laws of the United States and hereby assign and, to the extent any such assignment cannot be made at present, I hereby agree to assign to the Company all copyrights, patents and other proprietary rights I may have in any Company Inventions, together with the right to file for and/or own wholly without restriction United States and foreign patents, trademarks, and copyrights. I agree to waive, and hereby waive, all moral rights or proprietary rights in or to any Company Inventions and, to the extent that such rights may not be waived, agree not to assert such rights against the Company or its licensees, successors or assigns. (d) I hereby certify Exhibit A sets forth any and all confidential information and intellectual property that I claim as my own or otherwise intend to exclude from this Agreement because it was developed by me prior to the date of this Agreement. I understand that after execution of this Agreement I shall have no right to exclude Confidential Information or Company Inventions from this Agreement.

Appears in 7 contracts

Samples: Employment Agreement (Selecta Biosciences Inc), Employment Agreement (Selecta Biosciences Inc), Employment Agreement (Selecta Biosciences Inc)

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Ownership and Assignment of Intellectual Property. (a) I agree that all originals and all copies of all manuscripts, drawings, prints, manuals, diagrams, letters, notes, notebooks, reports, models, records, files, memoranda, plans, sketches and all other documents and materials containing, representing, evidencing, recording, or constituting any Confidential Information (as defined in Section 2 above), however and whenever produced (whether by myself or others) during the course of my employment, shall be the sole property of the Company. (b) I agree that all Confidential Information and all other discoveries, inventions, ideas, concepts, trademarks, service marks, logos, processes, products, formulas, computer programs or software, source codes, object codes, algorithms, machines, apparatuses, items of manufacture or composition of matter, or any new uses therefor or improvements thereon, or any new designs or modifications or configurations of any kind, or works of authorship of any kind, including, without limitation, compilations and derivative works, whether or not patentable or copyrightable, conceived, developed, reduced to practice or otherwise made by me, either alone or with others, and related in any way relating to the business or proposed business of the Company Company, to the Company’s present or proposed products, programs or services, to tasks assigned to me by the Company or its predecessor in interest or to the work conducted by me for the Company or its predecessor in interest, whether or not reduced to tangible form or reduced to practice during the course term of my employment, whether or not made during my regular working hours, whether or not conceived, developed, reduced to practice or made on the Company’s premises and whether or not disclosed by me to the Company (collectively “Company Inventions”), and any and all services and products which embody, emulate or employ any such Company Invention or Confidential Information shall be the sole property of the Company and all copyrights, patents, patent rights, trademarks and reproduction rights to, and other proprietary rights in, each such Company Invention or Confidential Information, whether or not patentable or copyrightable, shall belong exclusively to the Company. For the avoidance of doubt, Confidential Information shall only include information that relates to the present or future business of the Company, and Company Inventions shall only include inventions that relate to the business of the Company or to tasks assigned to me during the course of my employment. (c) I agree to, and hereby do, assign to the Company all my right, title and interest throughout the world in and to all Company Inventions and to anything tangible which evidences, incorporates, constitutes, represents or records any Company Invention. I agree that all Company Inventions shall constitute works made for hire under the copyright laws of the United States and hereby assign and, to the extent any such assignment cannot be made at present, I hereby agree to assign to the Company all copyrights, patents and other proprietary rights I may have in any Company Inventions, together with the right to file for and/or own wholly without restriction United States and foreign patents, trademarks, and copyrights. I agree to waive, and hereby waive, all moral rights or proprietary rights in or to any Company Inventions and, to the extent that such rights may not be waived, agree not to assert such rights against the Company or its licensees, successors or assigns. (d) I hereby certify Exhibit A sets forth any and all confidential information and intellectual property that I claim as my own or otherwise intend to exclude from this Agreement because it was developed by me prior to my employment with the date of this AgreementCompany. I understand that after execution of this Agreement I shall have no right to exclude Confidential Information or Company Inventions from this Agreement.

Appears in 3 contracts

Samples: Employment Agreement (Mersana Therapeutics, Inc.), Employment Agreement (Mersana Therapeutics, Inc.), Employment Agreement (Mersana Therapeutics, Inc.)

Ownership and Assignment of Intellectual Property. (a) I agree that all originals and all copies of all business plans, manuscripts, drawings, prints, manuals, diagrams, letters, notes, notebooks, reports, models, records, files, memoranda, plans, sketches and all other documents and materials containing, representing, evidencing, recording, or constituting any Confidential Information (as defined in Section 2 7 above), however and whenever produced (whether by myself or others) during the course of my employment, shall be the sole property of the Company. (b) I agree that all Confidential Information and all other discoveries, inventions, ideas, specifications, designs, concepts, trademarksresearch and other information, service marksdatabases, logosworks of authorship, processes, products, formulas, computer programs or software, source codes, object codes, algorithms, machines, apparatuses, items of manufacture or composition of mattermethods and improvements, or any new uses therefor or improvements thereon, or any new designs or modifications or configurations of any kind, or works of authorship of any kind, including, without limitation, compilations and derivative works, whether or not patentable or copyrightable, parts thereof conceived, developed, reduced to practice or otherwise made by me, either alone or jointly with othersothers and in any way relating to or suggested by the Company’s present or proposed products, and related to the business of the Company programs or services or to tasks assigned to me during the course of my employment, whether or not patentable or subject to copyright protection and whether or not reduced to tangible form or reduced to practice during the period of my employment with the Company and related to methods or devices for laproscopic entry and access, whether or not made during my regular working hours, and whether or not conceived, developed, reduced to practice or made on the Company’s premises premises, and whether or not disclosed by me to the Company (collectively hereinafter referred to as Company InventionsIntellectual Property”), and together with all products or services which embody or emulate any and all services and products which embodyIntellectual Property, emulate or employ any such Company Invention or Confidential Information shall be the sole property of the Company and all copyrights, patents, patent rights, trademarks and reproduction rights to, and other proprietary rights in, each such Company Invention or Confidential Information, whether or not patentable or copyrightable, shall belong exclusively to the Company. For the avoidance of doubt, Confidential Information shall only include information that relates to the present or future business of the Company, and Company Inventions shall only include inventions that relate to the business of the Company or to tasks assigned to me during the course of my employment. (c) I agree to, and hereby do, assign to the Company all my right, title and interest throughout the world in and to all Company Inventions Intellectual Property and to anything tangible which evidences, incorporates, constitutes, represents or records any Company InventionIntellectual Property. I agree that all Company Inventions Intellectual Property shall constitute works made for hire under the copyright laws of the United States and hereby assign and, to the extent any such assignment cannot be made at present, I hereby agree to assign to the Company all copyrights, patents and other proprietary rights I may have in any Company InventionsIntellectual Property, together with the right to file for and/or own wholly without restriction United States and foreign patents, trademarks, and copyrights. I agree to waive, and hereby waive, waive all moral rights or proprietary rights in or to any Company Inventions Intellectual Property and, to the extent that such rights may not be waived, agree not to assert such rights against the Company or its licensees, successors or assigns. I hereby designate the Company as my agent, and grant to the Company a power of attorney with full power of substitution, which power of attorney shall be deemed coupled with an interest, for the purpose of effecting any the assignment of Intellectual Property rights to the Company. (d) I hereby certify Exhibit A sets forth any and all confidential information Confidential Information and intellectual property Intellectual Property that I claim as my own or otherwise intend to exclude from this Agreement because it was developed by me prior to the date of this Agreement. I understand that after execution of this Agreement I shall have no right to exclude Confidential Information or Company Inventions Intellectual Property from this Agreement.

Appears in 2 contracts

Samples: Employment Agreement (Surgiquest Inc), Employment Agreement (Surgiquest Inc)

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Ownership and Assignment of Intellectual Property. (a) I agree that all originals and all copies of all manuscripts, drawings, prints, manuals, diagrams, letters, notes, notebooks, reports, models, records, files, memoranda, plans, sketches and all other documents and materials containing, representing, evidencing, recording, or constituting any Confidential Information (as defined in Section 2 4 above), however and whenever produced (whether by myself or others) during the course of my employmentemployment with the Company, shall be the sole property of the Company. (b) . I agree that all Confidential Information and all other discoveries, inventions, ideas, concepts, trademarks, service marks, logos, processes, products, formulas, computer programs or software, source codes, object codes, algorithms, machines, apparatuses, chemical or biological materials, items of manufacture or composition of matter, or any new uses therefor or improvements thereon, or any new designs or modifications or configurations of any kind, or works of authorship of any kind, including, without limitation, compilations and derivative works, whether or not patentable or copyrightable, conceived, developed, reduced to practice or tangible medium or otherwise made by me, either alone or with others, and in any way related to the business Field of the Company Interest or to tasks assigned to me during the course of my employmentemployment by the Company, whether before or after execution of this Agreement, whether or not made during my regular working hours, whether or not conceived, developed, reduced to practice or made on the Company’s premises and whether or not disclosed by me to the Company (collectively “Company Inventions” and each individually an “Invention”), and any and all services and products which embody, emulate or employ any such Company Invention or Confidential Information shall be the sole property of the Company and all copyrights, patents, patent rights, trademarks and reproduction rights to, and other proprietary rights in, each such Company Invention or Confidential Information, whether or not patentable or copyrightable, shall belong exclusively to the Company. For the avoidance of doubt, Confidential Information shall only include information that relates to the present or future business of the Company, and Company Inventions shall only include inventions that relate to the business of the Company or to tasks assigned to me during the course of my employment. (c) I agree to, and hereby do, assign to the Company all my right, title and interest throughout the world in and to all Company Inventions and to anything tangible which evidences, incorporates, constitutes, represents or records any Company Invention. I agree that all Company Inventions shall constitute works made for hire under the copyright laws of the United States and hereby assign and, to the extent any such assignment cannot be made at present, I hereby agree to assign to the Company all copyrights, patents and other proprietary rights I may have in any Company Inventions, together with the right to file for and/or own wholly without restriction United States and foreign patents, trademarks, and copyrights. I agree to waive, and hereby waive, all moral rights or proprietary rights in or to any Company Inventions and, to the extent that such rights may not be waived, agree not to assert such rights against the Company or its licensees, successors or assigns. (d) . During and after my employment by the Company, I shall cooperate with the Company, at the Company’s expense, in obtaining proprietary protection for the Company Inventions and I shall execute all documents which the Company shall reasonably request in order to perfect the Company’s rights in the Company Inventions. I hereby appoint the Company my attorney-in-fact to execute and deliver any such documents on my behalf in the event I should fail or refuse to do so within a reasonable period following the Company’s request. It is understood that my reasonable out-of-pocket expenses incurred at the request of the Company under this Section will be reimbursed by the Company. I hereby certify Exhibit A sets forth any and contains a complete list of all confidential information and intellectual property that I claim as inventions related to the business or proposed business of the Company, made, conceived or first reduced to practice by me, under my own direction or otherwise intend to exclude from this Agreement because it was developed by me jointly with others prior to my employment with the date of this AgreementCompany (the “Prior Inventions”) and which are not assigned to the Company hereunder. If no such list is attached, I understand represent that after execution of this Agreement I shall have there are no right to exclude Confidential Information or Company Inventions from this Agreementsuch Prior Inventions.

Appears in 1 contract

Samples: Nondisclosure, Noncompetition and Assignment of Intellectual Property Agreement (Organovo Holdings, Inc.)

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