Common use of Ownership and Assignment of Inventions Clause in Contracts

Ownership and Assignment of Inventions. (a) Except as provided in Section 9 (d) hereof, (i) as between the Employee and the Company, all Inventions in whole or in part authored, conceived, reduced to practice, discovered, developed or created by Employee (alone or with others) during the term of engagement of Employee by the Company shall be owned by the Company and (ii) the Employee hereby irrevocably assigns to the Company all of the Employee’s right, title and interest in any and all Inventions in whole or in part authored, conceived, reduced to practice, discovered, developed or created by Employee during the engagement of Employee by the Company. (b) The Employee agrees that the Company is the sole owner of the copyright in any work which the Employee produces during the Employee’s engagement with the Company, which was produced as one of the duties of such engagement or otherwise for or on behalf of the Company during the provision of services to the Company by Employee. All Inventions authored, conceived, reduced to practice, discovered, developed or created by Employee (alone or with others) during the term of engagement of Employee by the Company are "works made for hire" (to the greatest extent permitted by applicable law), the copyright of which shall be owned solely by, or assigned or transferred completely and exclusively to the Company. (c) The Employee agrees to execute any instruments and to do all other things reasonably requested by the Company (both during and after the Employee’s engagement with the Company) in order to more fully vest in the Company all ownership rights in Inventions transferred by the Employee to the Company pursuant to this Agreement, including, without limitation, assignments of patents, copyrights and trademarks. If for any reason Employee shall refuse or delay executing and delivering to the Company any document required to fulfill this obligation, the Employee hereby authorizes the Company to execute and deliver such document in the name of and on behalf of Employee. This provision shall survive the death of Employee. The Employee further agrees to disclose immediately to the Company all Inventions conceived of or developed in whole or in part by the Employee during the term of the Employee’s engagement with the Company. (d) If the use or practice of any work product or Invention that is produced in whole or in part by Employee and owned by Company pursuant to this Agreement would infringe intellectual property rights associated with any Invention made by Employee prior to the date of this Agreement, Employee hereby grants to Company a nonexclusive, worldwide, perpetual, irrevocable royalty-free, assignable license, with a right to sublicense, to practice and exploit, make, have made, copy, modify, make derivative works of, use, sell, import, and otherwise distribute such prior Invention, for all fields of use associated with any work product or Invention that is produced in whole or in part by Employee and owned by Company pursuant to this Agreement that would infringe such intellectual property rights of Employee to the extent that on the date hereof Employee has the legal right to grant such license. (e) The Employee acknowledges that if the Company does not wish to retain ownership of any Invention, and the Employee wishes to use or develop such Invention for the Employee’s own benefit, the Employee will first obtain written permission from an authorized representative of the Company.

Ownership and Assignment of Inventions. ● I hereby represent and warrant and undertake that I will not use or integrate in the Inventions any third-party materials or data that are not validly licensed to the Company. ● I acknowledge that pursuant to the Copyright Act, 1957, the Company shall own all rights, title and interest in any Inventions (aand all Proprietary Rights with respect thereto) Except as provided in Section 9 (d) hereofby the law whether or not patentable or registrable under copyright or similar statutes, (i) as between the Employee and the Company, all Inventions in whole made or in part authored, conceived, conceived or reduced to practicepractice or learned by me, discovered, developed or created by Employee (either alone or jointly with others) , during the term of engagement of Employee by this Confidentiality and IP Agreement with the Company. All such inventions are deemed to be work-for-hire. ● Notwithstanding the foregoing, to the extent that, for any reason, the Company shall be owned by the Company does not own all and (ii) the Employee hereby irrevocably assigns to the Company all of the Employee’s any right, title and interest in and to any Invention (or the Proprietary Rights with respect thereto), I hereby, absolutely and irrevocably, in perpetuity, assign and agree to assign in the future (when any such Inventions or Proprietary Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to the Company all and any worldwide right, title and interest in and to any and all such Inventions in whole (and all Proprietary Rights with respect thereto), whether or in part authorednot patentable or registrable under copyright or similar statutes, conceived, made or conceived or reduced to practicepractice or learned by me, discoveredeither alone or jointly with others, developed or created by Employee during the engagement term of Employee this Confidentiality and IP Agreement with the Company. I also agree to assist the Company and perform all acts and execute all documents, deeds, declarations, undertakings and make all filings or applications as reasonably requested by the Company. , in order to transfer full title and ownership over the Inventions (b) The Employee agrees that and Proprietary Rights associated therewith), and all other intellectual property created by me during my employment, to the Company, during and after my Employment Term. Further, I also agree to assist the Company is perform all acts and execute all necessary documents to perfect and maintain the sole owner above assignments. Notwithstanding the provisions of Section 19(4) of the copyright Copyright Act, 1957 of India, any assignment in any work which so far as it relates to copyrightable material shall not lapse nor the Employee produces during rights transferred therein revert to me, even if the Employee’s engagement Company does not exercise the rights under the assignment within a period of one year from the date of assignment. ● During or after the termination of employment with the Company, which was produced I hereby undertake to do any and all acts, and execute any and all documents as one may be required by the Company, in its sole discretion, to protect, perfect or enforce any of the duties of such engagement or otherwise for or on behalf of the Company during the provision of services to the Company rights granted by Employee. All Inventions authored, conceived, reduced to practice, discovered, developed or created by Employee (alone or with others) during the term of engagement of Employee by the Company are "works made for hire" (to the greatest extent permitted by applicable law), the copyright of which shall be owned solely by, or assigned or transferred completely and exclusively to the Company. (c) The Employee agrees to execute any instruments and to do all other things reasonably requested by the Company (both during and after the Employee’s engagement with the Company) in order to more fully vest in the Company all ownership rights in Inventions transferred by the Employee me to the Company pursuant to this the Confidentiality and IP Agreement, including, without limitation, assignments . The cost and expense of patents, copyrights such documents shall be borne by the Company. I hereby also irrevocably appoint and trademarks. If for any reason Employee shall refuse or delay executing and delivering to the Company any document required to fulfill this obligation, the Employee hereby authorizes authorize the Company to execute do all or any of the acts, deeds and deliver such document things necessary in my name, to record or transfer the Intellectual Property Rights in the name of the Company. Further, I hereby undertake and on behalf warrant that You shall confirm, ratify and be bound by any and all of Employee. This provision shall survive the death of Employee. The Employee further agrees to disclose immediately to the Company all Inventions conceived of or developed in whole or in part actions done by the Employee during the term of the Employee’s engagement with the Company. (d) If the use or practice of any work product or Invention that is produced in whole or in part by Employee and owned by Company pursuant to this Agreement would infringe intellectual property Clause. ● To the extent permitted under applicable law, I hereby waive all my rights, including moral rights associated with on any Invention copyright work originated, conceived, written or made by Employee prior me and I agree not to claim that any treatment, exploitation or use of the date of this Agreementsaid work infringes such moral rights (including but not limited to, Employee hereby grants to Company a nonexclusive, worldwide, perpetual, irrevocable royalty-free, assignable license, with a the right to sublicensebe indemnified, to practice and exploit, make, have made, copy, modify, make derivative works of, use, sell, import, and otherwise distribute such prior Invention, for all fields of use associated with any work product or Invention that is produced in whole or in part by Employee and owned by Company pursuant to this Agreement that would infringe such intellectual property rights of Employee to the extent that on the date hereof Employee has the legal right to grant such licenseobject derogatory treatment and right against false attribution). (e) The Employee acknowledges that if the Company does not wish to retain ownership of any Invention, and the Employee wishes to use or develop such Invention for the Employee’s own benefit, the Employee will first obtain written permission from an authorized representative of the Company.

Ownership and Assignment of Inventions. The Executive covenants and agrees that all Inventions (a) Except as provided defined in Section 9 4(a) above) made by the Executive during the period of the Executive’s employment with the Company, and for six (d6) hereofmonths after the Termination Date, whether made during the working hours of the Company or on the Executive’s own time, will be the Company’s sole and exclusive property. The Executive will, with respect to any Inventions: (i) as between the Employee keep current, accurate and the Companycomplete records, all Inventions in whole or in part authored, conceived, reduced which will belong to practice, discovered, developed or created by Employee (alone or with others) during the term of engagement of Employee by the Company shall be owned by the Company and be kept and stored on the Company’s premises; (ii) promptly and fully disclose the Employee existence and describe the nature of the Inventions to the Company in writing (and without request); (iii) assign (and the Executive does hereby irrevocably assigns assign) to the Company all of the EmployeeExecutive’s rightrights, title and interest in and to the Inventions, any applications the Executive makes for patents or copyrights in any country, and all Inventions any patents or copyrights granted to the Executive in whole or in part authored, conceived, reduced to practice, discovered, developed or created by Employee during the engagement of Employee by the Company.any country; and (biv) The Employee agrees that the Company is the sole owner of the copyright in any work which the Employee produces during the Employee’s engagement with the Company, which was produced as one of the duties of such engagement or otherwise for or on behalf of the Company during the provision of services to the Company by Employee. All Inventions authored, conceived, reduced to practice, discovered, developed or created by Employee (alone or with others) during the term of engagement of Employee by the Company are "works made for hire" (to the greatest extent permitted by applicable law), the copyright of which shall be owned solely by, or assigned or transferred completely acknowledge and exclusively to the Company. (c) The Employee agrees to execute any instruments and to do all other things reasonably requested by the Company (both during and after the Employee’s engagement with the Company) in order to more fully vest in the Company all ownership rights in Inventions transferred by the Employee to the Company pursuant to this Agreement, including, without limitation, assignments of patents, copyrights and trademarks. If for any reason Employee shall refuse or delay executing and delivering deliver promptly to the Company any document required to fulfill this obligationwritten instruments, the Employee hereby authorizes the Company to execute and deliver such document perform any other acts necessary in the name of Company’s opinion to preserve property rights in the Inventions against forfeiture, abandonment or loss and to obtain and maintain letters, patents and/or copyrights on behalf of Employee. This provision shall survive the death of EmployeeInventions and to vest the entire right and title to the Inventions in the Company. The Employee further Executive agrees to disclose immediately perform promptly (without charge to the Company all Inventions conceived of or developed in whole or in part by but at the Employee during the term expense of the EmployeeCompany) all acts as may be necessary in the Company’s engagement opinion to preserve all patents and/or copyrights granted in connection with the Executive’s Inventions. Pursuant to Minnesota Statutes Section 181.78, the requirements of this Section 4 do not apply to any intellectual property for which no equipment, supplies, facility, or Confidential Information of the Company was used and which was developed entirely on the Executive’s own time, and (i) which does not relate directly or indirectly to the Company’s business or to the Company’s actual or demonstrably anticipated research or development, or (ii) which does not result from any work the Executive performed for the Company. (d) If the use or practice of any work product or Invention that is produced in whole or in part by Employee and owned by Company pursuant to this Agreement would infringe intellectual property rights associated with any Invention made by Employee prior to the date of this Agreement, Employee hereby grants to Company a nonexclusive, worldwide, perpetual, irrevocable royalty-free, assignable license, with a right to sublicense, to practice and exploit, make, have made, copy, modify, make derivative works of, use, sell, import, and otherwise distribute such prior Invention, for all fields of use associated with any work product or Invention that is produced in whole or in part by Employee and owned by Company pursuant to this Agreement that would infringe such intellectual property rights of Employee to the extent that on the date hereof Employee has the legal right to grant such license. (e) The Employee acknowledges that if the Company does not wish to retain ownership of any Invention, and the Employee wishes to use or develop such Invention for the Employee’s own benefit, the Employee will first obtain written permission from an authorized representative of the Company.

Ownership and Assignment of Inventions. 2.3.1 I acknowledge that pursuant to the Copyright Act, 1957 (aof India), the Company shall own all rights, title and interest in any Inventions (and all Proprietary Rights with respect thereto) Except as provided in Section 9 (d) hereofby the law whether or not patentable or registrable under copyright or similar statutes, (i) as between the Employee and the Company, all Inventions in whole made or in part authored, conceived, conceived or reduced to practicepractice or learned by me, discovered, developed or created by Employee (either alone or jointly with others) , during the term of engagement this Agreement with the Company. 2.3.2 I agree that notwithstanding the provisions of Employee by Section 19(4) of the Copyright Act, 1957 (of India), any assignment shall not lapse nor the rights transferred therein revert to me even if the Company does not exercise the rights assigned to it within a period of one year from the date of assignment.I acknowledge and agree that any copyrightable works prepared by me within the scope of my employment will be “works made for hire” and that the ownership and authorship of such copyrightable works shall be owned by solely and exclusively belong to the Company as per the provisions of Section 17(c) of the Copyright Act, 1957 (of India). 2.3.3 I agree that all Inventions that I make, create, conceive or first reduce to practice during the period of my employment, whether or not patentable, copyrightable or protectable as trade secrets, and that (i) are developed using equipment, supplies, facilities or trade secrets of the Company, (ii) result from work performed by me for the Employee Company, or (iii) relate to the Company’s business or actual or demonstrably anticipated research and development will be the sole and exclusive property of the Company. 2.3.4 I acknowledge and agree not to include, incorporate or reference any Prior Inventions or Excluded Inventions into products of the Company. I acknowledge and agree that if I use any of my Prior Inventions or Excluded Inventions in the scope of my employment, or include them in any product, process or service of the Company (with or without the Company’s consent), I hereby irrevocably assigns grant to the Company a perpetual, irrevocable, nonexclusive, world-wide, royalty-free, fully paid-up, transferable and sublicensable, license to use, disclose, make, have made, sell, offer to sell, reproduce, distribute, modify, create works based on, perform, display, import, and exploit in any other way such Prior Inventions or Excluded Inventions, to practice any method related thereto, and to sublicense third parties with the same rights. 2.3.5 Notwithstanding the foregoing, to the extent that, for any reason, the Company does not own all of the Employee’s and any right, title and interest in and to any Invention (or the Proprietary Rights with respect thereto), I hereby, in perpetuity and on a worldwide basis, assign and agree to assign in the future (when any such Inventions or Proprietary Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to the Company all and any worldwide right, title and interest in and to any and all such Inventions in whole (and all Proprietary Rights with respect thereto), whether or in part authorednot patentable or registrable under copyright or similar statutes, conceived, made or conceived or reduced to practicepractice or learned by me, discovered, developed or created by Employee during the engagement of Employee by the Company. (b) The Employee agrees that the Company is the sole owner of the copyright in any work which the Employee produces during the Employee’s engagement with the Company, which was produced as one of the duties of such engagement or otherwise for or on behalf of the Company during the provision of services to the Company by Employee. All Inventions authored, conceived, reduced to practice, discovered, developed or created by Employee (either alone or jointly with others) , during the term of engagement of Employee by the Company are "works made for hire" (to the greatest extent permitted by applicable law), the copyright of which shall be owned solely by, or assigned or transferred completely and exclusively to the Company. (c) The Employee agrees to execute any instruments and to do all other things reasonably requested by the Company (both during and after the Employee’s engagement with the Company) in order to more fully vest in the Company all ownership rights in Inventions transferred by the Employee to the Company pursuant to this Agreement, including, without limitation, assignments of patents, copyrights and trademarks. If for any reason Employee shall refuse or delay executing and delivering to the Company any document required to fulfill this obligation, the Employee hereby authorizes the Company to execute and deliver such document in the name of and on behalf of Employee. This provision shall survive the death of Employee. The Employee further agrees to disclose immediately to the Company all Inventions conceived of or developed in whole or in part by the Employee during the term of the Employee’s engagement Agreement with the Company. (d) If 2.3.6 To the use or practice extent any of any work product or Invention that is produced the rights, title and interest in whole or in part by Employee and owned by Company pursuant to this Agreement would infringe intellectual property rights associated with any Invention made by Employee prior or Proprietary Information cannot be assigned me to the date of this AgreementCompany, Employee I hereby grants grant to the Company a nonexclusivean exclusive, worldwide, perpetual, irrevocable royalty-free, assignable licensetransferable, irrevocable, worldwide license (with a right rights to sublicense, sublicense through multiple tiers of sublicensees) in perpetuity to practice such non-assignable rights, title and exploitinterest. To the extent any of the rights, make, have made, copy, modify, make derivative works of, use, sell, import, title and otherwise distribute such prior Invention, for all fields of use associated with any work product interest in and to the Proprietary Information or Invention that is produced in whole or in part can neither be assigned nor licensed by Employee and owned by Company pursuant to this Agreement that would infringe such intellectual property rights of Employee me to the extent that on the date hereof Employee has the legal right Company, I hereby irrevocably waives and agrees to grant not assert such license. (e) The Employee acknowledges that if non-assignable and non-licensable rights, title and interest against the Company does not wish to retain ownership or any of any Invention, and the Employee wishes to use or develop such Invention for the EmployeeCompany’s own benefit, the Employee will first obtain written permission from an authorized representative of the Companysuccessors in interest.

Ownership and Assignment of Inventions. 2.3.1 I acknowledge that all rights, title and interest in any Inventions (a) Except and all Proprietary Rights with respect thereto), as provided in Section 9 (d) hereofby the law whether or not patentable or registerable under copyright or similar statutes, (i) as between the Employee and the Company, all Inventions in whole made or in part authored, conceived, conceived or reduced to practicepractice or learned by the Employee, discovered, developed or created by Employee (either alone or jointly with others) , during the term course of engagement of Employee by my employment with the Company shall be owned by the sole property of the Company and (ii) from the Employee date of creation thereof. I hereby irrevocably assigns waive all moral rights in relation to the Inventions. Notwithstanding the foregoing, to the extent that, for any reason, the Company does not own all of the Employee’s and any right, title and interest in and to any Invention (or the Proprietary Rights with respect thereto), I hereby, in perpetuity, on a royalty free-basis, assign and all agree to assign in the future (when any such Inventions in whole or in part authored, conceived, Proprietary Rights are first reduced to practicepractice or first fixed in a tangible medium, discovered, developed or created by Employee during the engagement of Employee by the Company. (bas applicable) The Employee agrees that the Company is the sole owner of the copyright in any work which the Employee produces during the Employee’s engagement with the Company, which was produced as one of the duties of such engagement or otherwise for or on behalf of the Company during the provision of services to the Company by Employee. All Inventions authored, conceived, reduced to practice, discovered, developed or created by Employee (alone or with others) during the term of engagement of Employee by the Company are "works made for hire" (to the greatest extent permitted by applicable law), the copyright of which shall be owned solely by, or assigned or transferred completely and exclusively to the Company. (c) The Employee agrees to execute any instruments and to do all other things reasonably requested by the Company (both during and after the Employee’s engagement with the Company) in order to more fully vest in the Company all ownership rights in Inventions transferred by the Employee to the Company pursuant to this Agreement, including, without limitation, assignments of patents, copyrights and trademarks. If for any reason Employee shall refuse or delay executing and delivering to the Company any document required to fulfill this obligation, the Employee hereby authorizes the Company to execute and deliver such document in the name of and on behalf of Employee. This provision shall survive the death of Employee. The Employee further agrees to disclose immediately to the Company all and any worldwide right, title and interest in and to any and all such Inventions (and all Proprietary Rights with respect thereto), without any encumbrances whatsoever, whether or not patentable or registerable under copyright or similar statutes, made or conceived or reduced to practice or learned by me, either alone or jointly with others, during with the course of or developed in whole or in part by the Employee during the term of the Employee’s engagement my employment with the Company. (d. I confirm that the provisions of Section 19(4) If of the use or practice of any work product or Invention that is produced in whole or in part by Employee and owned by Company pursuant Copyright Act, 1957 shall not be applicable to this Confidentiality Agreement would infringe intellectual property and any assignment in so far as it relates to copyrightable material shall not lapse nor do the rights associated with any Invention made by Employee prior transferred therein revert to the date of this Agreementme, Employee hereby grants to Company a nonexclusive, worldwide, perpetual, irrevocable royalty-free, assignable license, with a right to sublicense, to practice and exploit, make, have made, copy, modify, make derivative works of, use, sell, import, and otherwise distribute such prior Invention, for all fields of use associated with any work product or Invention that is produced in whole or in part by Employee and owned by Company pursuant to this Agreement that would infringe such intellectual property rights of Employee to the extent that on the date hereof Employee has the legal right to grant such license. (e) The Employee acknowledges that even if the Company does not wish exercise the rights under the assignment within a period of one year from the date of assignment. I hereby agree to retain ownership waive any right to and refrain from raising any objection or claims to the Copyright Board of India with respect to any Inventionassignment, and the Employee wishes pursuant to use or develop such Invention for the Employee’s own benefit, the Employee will first obtain written permission from an authorized representative Section 19A of the CompanyCopyright Act, 1957. I further agree to assist and cooperate with the Company in perfecting its rights in any of its Inventions (and all Proprietary Rights with respect thereto).

Ownership and Assignment of Inventions. I acknowledge that the Company shall own all rights, title and interest in any Inventions (aand all Proprietary Rights with respect thereto) Except as provided in Section 9 (d) hereofby the law whether or not patentable or registrable under copyright or similar statutes, (i) as between the Employee and the Company, all Inventions in whole made or in part authored, conceived, conceived or reduced to practicepractice or learned by me, discovered, developed or created by Employee (either alone or jointly with others) , during the term of engagement of Employee by this Confidentiality and Assignment Agreement with the Company. Notwithstanding the foregoing, to the extent that, for any reason, the Company shall be owned by the Company does not own all and (ii) the Employee hereby irrevocably assigns to the Company all of the Employee’s any right, title and interest in and to any Invention (or the Proprietary Rights with respect thereto), I hereby, in perpetuity, assign and agree to assign in the future (when any such Inventions or Proprietary Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to the Company all and any worldwide right, title and interest in and to any and all such Inventions in whole (and all Proprietary Rights with respect thereto), whether or in part authorednot patentable or registrable under copyright or similar statutes, conceived, made or conceived or reduced to practicepractice or learned by me, discoveredeither alone or jointly with others, developed or created by Employee during the engagement term of Employee by the Company. (b) The Employee agrees that the Company is the sole owner of the copyright in any work which the Employee produces during the Employee’s engagement this Confidentiality and Assignment Agreement with the Company, which was produced on a royalty free basis. I also agree to perform all acts and execute all deeds, documents, statements, declarations, and undertakings as one may be reasonably required, for the full and effective transfer of title over the duties of such engagement or otherwise for or on behalf of the Company during the provision of services to the Company by Employee. All Inventions authored, conceived, reduced to practice, discovered, developed or created by Employee (alone or with others) during the term of engagement of Employee by the Company are "works made for hire" (to the greatest extent permitted by applicable law), the copyright of which shall be owned solely by, or assigned or transferred completely and exclusively to the Company. (c) The Employee agrees to execute any instruments and to do all other things reasonably requested by the Company (both , during and after the Employee’s engagement with the Company) in order to more fully vest in the Company all ownership rights in Inventions transferred by the Employee to the Company pursuant to this Agreement, including, without limitation, assignments of patents, copyrights and trademarks. If for any reason Employee shall refuse or delay executing and delivering to the Company any document required to fulfill this obligation, the Employee hereby authorizes the Company to execute and deliver such document in the name of and on behalf of Employee. This provision shall survive the death of Employee. The Employee further agrees to disclose immediately to the Company all Inventions conceived of or developed in whole or in part by the Employee during the term of the Employee’s engagement with the CompanyEmployment Term. (d) If the use or practice of any work product or Invention that is produced in whole or in part by Employee and owned by Company pursuant to this Agreement would infringe intellectual property rights associated with any Invention made by Employee prior to the date of this Agreement, Employee hereby grants to Company a nonexclusive, worldwide, perpetual, irrevocable royalty-free, assignable license, with a right to sublicense, to practice and exploit, make, have made, copy, modify, make derivative works of, use, sell, import, and otherwise distribute such prior Invention, for all fields of use associated with any work product or Invention that is produced in whole or in part by Employee and owned by Company pursuant to this Agreement that would infringe such intellectual property rights of Employee to the extent that on the date hereof Employee has the legal right to grant such license. (e) The Employee acknowledges that if the Company does not wish to retain ownership of any Invention, and the Employee wishes to use or develop such Invention for the Employee’s own benefit, the Employee will first obtain written permission from an authorized representative of the Company.