Common use of Ownership and Assignment Clause in Contracts

Ownership and Assignment. All Inventions (as defined below) will be the sole property of Conformis unless the Invention: (a) was developed entirely on Employee’s own time without using any of Conformis’ equipment, supplies, facilities, or trade secret information; (b) does not relate at the time of conception or reduction to practice of the Invention to Conformis’ business, including, without limitation, patient-specific, patient-matched and patient-engineered orthopedic implants, instruments and surgical procedures, or its actual or reasonably anticipated research or development; and (c) does not result from any work performed by the Employee for Conformis. All such Inventions shall be immediately assignable to Conformis, and, notwithstanding any other documents evidencing assignment that may be executed, this Agreement shall operate to automatically and immediately assign any and all such Inventions. Employee hereby immediately assigns such Inventions and all Rights in them to Conformis. Such assignment shall be to the maximum extent allowed under applicable law. For purposes of this Agreement, “Inventions” includes all improvements, inventions, designs, formulas, works of authorship, trade secrets, technology, computer programs, compositions, ideas, processes, techniques, know-how and data, whether or not patentable, made or conceived or reduced to practice or developed by Employee, either alone or jointly with others, during the term of Employee’s employment, including during any period prior to the date of this Agreement. Employee hereby waives and quitclaims to Conformis any and all claims of any nature whatsoever which Employee now or may hereafter have for infringement of any proprietary rights assigned to Conformis. Employee acknowledges that all original works of authorship which are made by Employee (solely or jointly with others) within the scope of employment and which are protectable by copyright are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section 101).

Ownership and Assignment. All Inventions Employee shall promptly disclose to Employer any and all Intellectual Property (as defined below), whether or not patentable or copyrightable, made, developed, discovered, conceived, or reduced to practice by Employee, solely or jointly, during the period of Employee’s employment with Employer, whether or not conceived or made during working hours, and relating in any manner to the business of Employer and whether or not at the request or suggestion of Employer. For the purposes of this Agreement, “Intellectual Property” includes but is not limited to trade secrets, inventions, mask works, ideas, concepts, diagrams, specifications, methods, processes, formulas, algorithms, source and object codes, data, programs, other works of authorship, derivative works, know-how, improvements, modifications, discoveries, developments, designs and techniques in any stage of development, whether or not patentable or reduced to practice and whether or not copyrightable. Employee hereby assigns and agrees to assign automatically upon creation to Employer all worldwide right, title and interest in and to all Intellectual Property that are made, conceived, discovered, developed or reduced to practice by Employee (either alone or jointly with others), or result from or are suggested by any work performed by Employee (either alone or jointly with others) will for or on behalf of the Employer or any entity in the Company Group, (i) during the period of Employee’s employment with the Employer, whether before or after the execution of this Agreement and whether or not made, conceived, discovered or developed during regular business hours or (ii) during or after the period of Employee’s employment with the Employer, whether before or after the execution of this Agreement, if based on or using Confidential Information or otherwise in connection with Employee’s activities as an employee of the Employer (collectively, the “Employer Inventions”). Employee agrees and acknowledges that all such Employer Inventions shall be the sole exclusive property of Conformis unless Employer with respect to all countries and all rights therein shall vest and inure to the Invention: (a) was benefit of the Employer. Employee understands and acknowledges that all copyrightable Employer Inventions shall be deemed a work for hire for purposes of the United States Copyright laws, and Employer shall have the sole right, title and interest in such work. Employee understands and acknowledges that Employer may license, assign, sell, or otherwise transfer at will the Employer Inventions without compensation to Employee. Employee recognizes that this Agreement will not be deemed to require assignment of any Intellectual Property that is developed entirely on Employee’s own time without using any of Conformis’ the Employer’s or the Company Group’s equipment, supplies, facilities, Confidential Information, which is not related to the Employer’s or trade secret information; (b) does not relate at the time of conception Company Group’s actual or reduction to practice of the Invention to Conformis’ anticipated business, including, without limitation, patient-specific, patient-matched and patient-engineered orthopedic implants, instruments and surgical procedures, or its actual or reasonably anticipated research or development; , and (c) which does not result from any work performed by the Employee for Conformisany entity in the Company Group. All such Inventions shall be immediately assignable to Conformis, and, notwithstanding any other documents evidencing assignment that may be executedIn addition, this Agreement shall operate does not apply to automatically and immediately assign any and all such InventionsIntellectual Property which qualifies fully for protection from assignment to Employer under any specifically applicable state law, regulation, rule or public policy. If, under applicable law notwithstanding the foregoing, Employee retains any right, title or interest (including any intellectual property right) with respect to any Employer Invention, Employee hereby immediately assigns such Inventions grants and all Rights in them agrees to Conformis. Such assignment shall be grant to the maximum extent allowed under applicable law. For purposes Employer, without any limitations or additional remuneration, an exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide license (with rights to sublicense through multiple tiers of this Agreementsublicensees) to reproduce, “Inventions” includes all improvementsdistribute, inventionsdisplay, designsperform (whether publicly or otherwise), formulas, prepare derivative works of authorshipand otherwise modify, trade secretsmake, technologyhave made, computer programssell, compositionsoffer to sell, ideaspractice any method in connection with, processesimport and otherwise use and exploit such Employer Invention and Employee agree not to make any claim against Employer or any entity in the Company Group, techniques, know-how and data, whether suppliers or not patentable, made or conceived or reduced customers with respect to practice or developed by Employee, either alone or jointly with others, during the term of Employee’s employment, including during any period prior to the date of this Agreement. Employee hereby waives and quitclaims to Conformis any and all claims of any nature whatsoever which Employee now or may hereafter have for infringement of any proprietary rights assigned to Conformis. Employee acknowledges that all original works of authorship which are made by Employee (solely or jointly with others) within the scope of employment and which are protectable by copyright are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section 101)such Employer Invention.

Ownership and Assignment. All Inventions (as defined below) will be the sole property of Conformis unless the Invention: (a) was developed entirely on Employee’s own time without using any of Conformis’ equipment, supplies, facilities, or trade secret information; (b) does not relate at the time of conception or reduction to practice of the Invention to Conformis’ business, including, without limitation, patient-specific, patient-matched and patient-engineered orthopedic implants, instruments and surgical procedures, or its actual or reasonably anticipated research or development; and (c) does not result from any work performed by the Employee for Conformis. All such Inventions shall be immediately assignable to Conformis, and, notwithstanding any other documents evidencing assignment that may be executed, this Agreement shall operate to automatically and immediately assign any and all such Inventions. Employee hereby immediately assigns such Inventions and all Rights in them to Conformis. Such assignment shall be to the maximum extent allowed under applicable law. For purposes of this Agreement, “Inventions” includes all improvements, inventions, designs, formulas, works of authorship, trade secrets, technology, computer programs, compositions, ideas, processes, techniques, know-how and data, whether or not patentable, made or conceived or reduced to practice or developed by Employee, either alone or jointly with others, during the term of Employee’s employment, including during any period prior to the date of this Agreement. Employee hereby waives and quitclaims to Conformis any and all claims of any nature whatsoever which Employee now or may hereafter have for infringement of any proprietary rights assigned to Conformis. Employee acknowledges that all original works of authorship which are made by Employee (solely or jointly with others) within the scope of 2721533v1/999-283 employment and which are protectable by copyright are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section 101).