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

Ownership and Assignment of Intellectual Property. You 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 12 of the Agreement), however and whenever produced (whether by you or others) during the course of and in connection with your employment by the Company, and whether before or after your entry into the Agreement, is and will be the sole property of the Company. You agree that all Confidential Information and all other discoveries, inventions, ideas, specifications, designs, concepts, research and other information, processes, products, methods and improvements, or parts thereof conceived, developed, or otherwise made by you, alone or jointly with others and in any way relating to the Company’s business, including but not limited to its present or proposed products, programs or services or to tasks assigned to you during the term of your employment by the Company, whether or not made during your normal working hours, whether or not patentable or subject to copyright protection, whether or not reduced to tangible form or reduced to practice, during the term of your employment by the Company, whether or not developed, reduced to practice or made on the Company’s premises, and whether or not disclosed by you to the Company (hereinafter referred to as “Company Intellectual Property”), together with all products or services which embody or emulate such Company Intellectual Property, is and will be the sole property of the Company and to the fullest extent permitted by law will be deemed “works made for hire”. You agree to, and hereby do, assign to the Company all your rights, title and interest throughout the world in and to all Company Intellectual Property and to anything tangible which evidences, incorporates, constitutes, represents or records any such Company Intellectual Property. You hereby assign and, to the extent any such assignment cannot be made at present, you hereby agree to assign to the Company all copyrights, patents and other proprietary rights you may have in any such Company Intellectual Property, together with the right to file for and/or own wholly without restriction United States and foreign patents, trademarks, and copyrights. You agree to waive, and hereby waive, all moral rights or proprietary rights in or to any Company 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. You hereby certify that Exhibit B-1 sets forth any and all confidential information and intellectual property that you claim as your own or otherwise intend to exclude from this Agreement because it was developed by you prior to the commencement of your employment by the Company (“Prior Inventions”). You understand that after execution of this Agreement you will have no right to exclude Confidential Information or Company Intellectual Property from this Agreement. You hereby represent and warrant to the Company that all work product delivered to the Company by you has not incorporated and will not, without the Company’s written consent, incorporate any Prior Invention. If you do incorporate a Prior Invention into work product delivered to the Company, you hereby grant to the Company a nonexclusive, royalty-free, paid-up, irrevocable, worldwide license (with the full right to sublicense) to make, have made, modify, use, sell, offer for sale and import such Prior Invention. You hereby represent and warrant to the Company that all work product delivered to the Company by you has been and will be original and has not and will not without disclosure to the Company incorporate any “open source” computer code or be in any way subject to any open source license, including, by way of example, the GNU General Public License or Lesser General Public License, the Apache Software License, the Mozilla Public License or any other license that requires disclosure of source code or otherwise would limit the Company’s proprietary rights in such computer code.

Ownership and Assignment of Intellectual Property. You agree Employee agrees 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 12 of the Agreement9 above), however and whenever produced (whether by you Employee or others) during the course of and in connection his employment with your employment by the CompanyTRYCERA, and whether before or after your entry into the Agreement, is and will shall be the sole property of the CompanyTRYCERA. You agree Employee agrees that all Confidential Information and all other discoveries, inventions, ideas, specifications, designs, concepts, research and other information, processes, products, methods and improvements, or parts thereof conceived, developed, or otherwise made by youhim, alone or jointly with others and in any way relating to the CompanyTRYCERA’s business, including but not limited to its present or proposed products, programs or services or to tasks assigned to you him during the term course of your employment by the Company, whether or not made during your normal working hourshis employment, whether or not patentable or subject to copyright protection, protection and whether or not reduced to tangible form or reduced to practice, during the term period of your his employment by the Companywith TRYCERA, whether or not developedmade during his regular working hours, reduced to practice and whether or not made on the CompanyTRYCERA’s premises, and whether or not disclosed by you him to the Company TRYCERA (hereinafter referred to as “Company Intellectual Property”), together with all products or services which embody or emulate such Company any Intellectual Property, is and will shall be the sole property of the Company and to the fullest extent permitted by law will be deemed “works made for hire”TRYCERA. You agree Employee agrees to, and hereby dodoes, assign to the Company TRYCERA all your rightshis right, title and interest throughout the world in and to all Company Intellectual Property and to anything tangible tangible, which evidences, incorporates, constitutes, represents or records any such Company Intellectual Property. You Employee agrees that all Intellectual Property shall constitute works made for hire under the copyright laws of the United States and hereby assign assigns and, to the extent any such assignment cannot be made at present, you Employee hereby agree agrees to assign to the Company all copyrights, patents and other proprietary rights you Employee may have in any such Company Intellectual Property, together with the right to file for and/or own wholly without restriction United States and foreign patents, trademarks, and copyrights. You agree Employee agrees to waive, and hereby waivewaives, all moral rights or proprietary rights in or to any Company Intellectual Property and, to the extent that such rights may not be waived, agree agrees not to assert such rights against the Company or its licensees, successors successors, or assigns. You Employee hereby certify certifies that Exhibit B-1 EXHIBIT A sets forth any and all confidential information Confidential Information and intellectual property that you claim Employee claims as your his own or otherwise intend intends to exclude from this Agreement because it was developed by you him prior to the commencement date of your employment by the Company (“Prior Inventions”)this Agreement. You understand Employee understands that after execution of this Agreement you will he shall have no right to exclude Confidential Information or Company Intellectual Property from this Agreement. You hereby represent and warrant to the Company that all work product delivered to the Company by you has not incorporated and will not, without the Company’s written consent, incorporate any Prior Invention. If you do incorporate a Prior Invention into work product delivered to the Company, you hereby grant to the Company a nonexclusive, royalty-free, paid-up, irrevocable, worldwide license (with the full right to sublicense) to make, have made, modify, use, sell, offer for sale and import such Prior Invention. You hereby represent and warrant to the Company that all work product delivered to the Company by you has been and will be original and has not and will not without disclosure to the Company incorporate any “open source” computer code or be in any way subject to any open source license, including, by way of example, the GNU General Public License or Lesser General Public License, the Apache Software License, the Mozilla Public License or any other license that requires disclosure of source code or otherwise would limit the Company’s proprietary rights in such computer code.

Ownership and Assignment of Intellectual Property. You agree Employee agrees 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 12 of the Agreement7 above), however and whenever produced (whether by you Employee or others) during the course of and in connection his employment with your employment by the Company, and whether before or after your entry into the Agreement, is and will shall be the sole property of the Company. You agree Employee agrees that all Confidential Information and all other discoveries, inventions, ideas, specifications, designs, concepts, research and other information, processes, products, methods and improvements, or parts thereof conceived, developed, or otherwise made by youhim, alone or jointly with others and in any way relating to the Company’s business, including but not limited to its 's present or proposed products, programs or services or to tasks assigned to you him during the term course of your employment by the Company, whether or not made during your normal working hourshis employment, whether or not patentable or subject to copyright protection, protection and whether or not reduced to tangible form or reduced to practice, during the term period of your his employment by with the Company, whether or not developedmade during his regular working hours, reduced to practice and whether or not made on the Company’s 's premises, and whether or not disclosed by you him to the Company (hereinafter referred to as “Company "Intellectual Property”), ") together with all products or services which embody or emulate such Company any Intellectual Property, is and will Property shall be the sole property of the Company and to the fullest extent permitted by law will be deemed “works made for hire”Company. You agree Employee agrees to, and hereby dodoes, assign to the Company all your rightshis right, title and interest throughout the world in and to all Company Intellectual Property and to anything tangible which evidences, incorporates, constitutes, represents or records any such Company Intellectual Property. You Employee agrees that all Intellectual Property shall constitute works made for hire under the copyright laws of the United States and hereby assign assigns and, to the extent any such assignment cannot be made at present, you Employee hereby agree agrees to assign to the Company all copyrights, patents and other proprietary rights you Employee may have in any such Company Intellectual Property, together with the right to file for and/or own wholly without restriction United States and foreign patents, trademarks, and copyrights. You agree Employee agrees to waive, and hereby waivewaives, all moral rights or proprietary rights in or to any Company Intellectual Property and, to the extent that such rights may not be waived, agree agrees not to assert such rights against the Company or its licensees, successors or assigns. You Employee hereby certify certifies that Exhibit B-1 EXHIBIT A sets forth any and all confidential information and intellectual property that you claim Employee claims as your his own or otherwise intend intends to exclude from this Agreement because it was developed by you him prior to the commencement date of your employment by the Company (“Prior Inventions”)this Agreement. You understand Employee understands that after execution of this Agreement you will he shall have no right to exclude Confidential Information or Company Intellectual Property from this Agreement. You hereby represent and warrant to the Company that all work product delivered to the Company by you has not incorporated and will not, without the Company’s written consent, incorporate any Prior Invention. If you do incorporate a Prior Invention into work product delivered to the Company, you hereby grant to the Company a nonexclusive, royalty-free, paid-up, irrevocable, worldwide license (with the full right to sublicense) to make, have made, modify, use, sell, offer for sale and import such Prior Invention. You hereby represent and warrant to the Company that all work product delivered to the Company by you has been and will be original and has not and will not without disclosure to the Company incorporate any “open source” computer code or be in any way subject to any open source license, including, by way of example, the GNU General Public License or Lesser General Public License, the Apache Software License, the Mozilla Public License or any other license that requires disclosure of source code or otherwise would limit the Company’s proprietary rights in such computer code.

Ownership and Assignment of Intellectual Property. You 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 12 of the Agreement), however and whenever produced (whether by you or others) during the course of and in connection with your employment by the Company, and whether before or after your entry into the Agreement, is and will be the sole property of the Company. You agree that all Confidential Information and all other discoveries, inventions, ideas, specifications, designs, concepts, research and other information, processes, products, methods and improvements, or parts thereof conceived, developed, or otherwise made by you, alone or jointly with others and in any way relating to the Company’s 's business, including but not limited to its present or proposed products, programs or services or to tasks assigned to you during the term of your employment by the Company, whether or not made during your normal working hours, whether or not patentable or subject to copyright protection, whether or not reduced to tangible form or reduced to practice, during the term of your employment by the Company, whether or not developed, reduced to practice or made on the Company’s 's premises, and whether or not disclosed by you to the Company (hereinafter referred to as “"Company Intellectual Property”"), together with all products or services which embody or emulate such Company Intellectual Property, is and will be the sole property of the Company and to the fullest extent permitted by law will be deemed “"works made for hire”". You agree to, and hereby do, assign to the Company all your rights, title and interest throughout the world in and to all Company Intellectual Property and to anything tangible which evidences, incorporates, constitutes, represents or records any such Company Intellectual Property. You hereby assign and, to the extent any such assignment cannot be made at present, you hereby agree to assign to the Company all copyrights, patents and other proprietary rights you may have in any such Company Intellectual Property, together with the right to file for and/or own wholly without restriction United States and foreign patents, trademarks, and copyrights. You agree to waive, and hereby waive, all moral rights or proprietary rights in or to any Company 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. You hereby certify that Exhibit B-1 sets forth any and all confidential information and intellectual property that you claim as your own or otherwise intend to exclude from this Agreement because it was developed by you prior to the commencement of your employment by the Company (“Prior Inventions”). You understand that after execution of this Agreement you will have no right to exclude Confidential Information or Company Intellectual Property from this Agreement. You hereby represent and warrant to the Company that all work product delivered to the Company by you has not incorporated and will not, without the Company’s written consent, incorporate any Prior Invention. If you do incorporate a Prior Invention into work product delivered to the Company, you hereby grant to the Company a nonexclusive, royalty-free, paid-up, irrevocable, worldwide license (with the full right to sublicense) to make, have made, modify, use, sell, offer for sale and import such Prior Invention. You hereby represent and warrant to the Company that all work product delivered to the Company by you has been and will be original and has not and will not without disclosure to the Company incorporate any “open source” computer code or be in any way subject to any open source license, including, by way of example, the GNU General Public License or Lesser General Public License, the Apache Software License, the Mozilla Public License or any other license that requires disclosure of source code or otherwise would limit the Company’s proprietary rights in such computer code.that