Common use of Ownership of Ideas Copyrights and Patents Clause in Contracts

Ownership of Ideas Copyrights and Patents. (i) All ideas, data, deliverables, reports, work products, innovations, improvements, know-how, inventions, designs, developments, techniques, methods and other results of Principal’s services to the Company (in draft and final forms) and all related documentation (such as, but not limited to, notes, records, documents, drawings, and designs), which Principal makes, conceives, reduces to practice, or develops in whole or in part, either alone or jointly with others, in connection with his or her services to the Company or which relate to any Confidential Information (collectively, the “Inventions”) shall be the sole and exclusive property of the Company, and shall be considered “works made for hire” pursuant to the United States Copyright Act (Title 17 of the U.S. Code). The Principal hereby assigns to the Company all of his right, title, and interest in and to all of the foregoing. The Principal further represents that, to the best of his knowledge and belief, none of the Inventions shall violate or infringe upon any right, patent, copyright, trademark or right of privacy, or constitute libel or slander against or violate any other rights of any person, firm or corporation, and the Principal shall use his best efforts to prevent any such violation. (ii) At any time, while providing Services to the Company and for a period of twelve (12) months following the date on which this Agreement is terminated, at the expense of the Company, the Principal shall cooperate fully with the Company and its attorneys and agents in the preparation and filing of all papers and other documents as may be required to perfect the Company’s rights in and to any Inventions described in Section 2.7. (iii) The Principal hereby grants to the Company a royalty-free, fully paid-up, non-exclusive, perpetual, and irrevocable license throughout the world to use, modify, create derivative works from, disclose, publish, translate, reproduce, deliver, perform, dispose of, and to authorize others so to do, with respect to any intellectual property of the Principal that is incorporated into any work done and delivered to the Company. The Principal shall not include in any Inventions that Principal delivers to the Company or uses on its behalf, without the prior written approval of the Company, any material which is or shall be patented, copyrighted or trademarked by the Principal or others unless the Principal provides the Company with the written permission of the holder of any patent, copyright or trademark owner for the Company to use such material in a manner consistent with then-current Company policy.

Ownership of Ideas Copyrights and Patents. (ia) All The Executive agrees that all ideas, datadiscoveries, deliverablescreations, reports, work productsmanuscripts and properties, innovations, improvements, know-how, inventions, designs, developments, apparatus, techniques, methods methods, processes and other results formulae (all of Principal’s services the foregoing being hereinafter referred to as “the Company (inventions”) which may be used in draft and final forms) and all related documentation (such asthe business of the Company, but not limited toor any of its affiliates, noteswhether patentable, recordscopyrightable or not, documentswhich the Executive may conceive or develop during his employment with the Company, drawingsor any of its affiliates, alone or in conjunction with another or others, whether during or out of regular business hours, and designs), which Principal makes, conceives, reduces to practicewhether at the request or upon the suggestion of the Company, or develops in whole any of its affiliates, or in partotherwise, either alone or jointly with others, in connection with his or her services to the Company or which relate to any Confidential Information (collectively, the “Inventions”) shall be the sole and exclusive property of the Company, or any of its affiliates, and that the Executive shall be considered “works made for hire” pursuant to the United States Copyright Act (Title 17 not publish any of the U.S. Code)inventions without the prior written consent of the Company. The Principal Executive hereby assigns to the Company all of his right, title, title and interest in and to all of the foregoing. The Principal further represents thatNotwithstanding the foregoing, the provisions of this Section 8 do not apply to inventions for which no equipment, supplies, facility, resources or Confidential Information of the Company was used and was developed entirely on the Executive’s own time, unless the invention relates to the Company’s business, to the best of his knowledge and belief, none of the Inventions shall violate Company’s actual or infringe upon any right, patent, copyright, trademark demonstrably anticipated research or right of privacydevelopment, or constitute libel the invention results from any work performed by the Executive for the Company or slander against or violate any other rights if its affiliates. The Executive agrees to provide the Company promptly with notice and sufficient documentation of any person, firm or corporation, such inventions so that the Company may evaluate the inventions and determine whether such inventions should be assigned to the Principal shall use his best efforts to prevent any such violationCompany. (iib) At any time, while providing Services to the Company and for a period of twelve (12) months following the date on which this Agreement is terminatedThe Executive agrees that, at the expense of Company’s expense, he will fully cooperate with the Company, the Principal shall cooperate fully with the Company and its attorneys and agents agents, at any time during or after his employment, in the preparation and filing of all papers and other documents as may be required to perfect the Company’s rights in and to any Inventions described of such inventions, including, but not limited to, joining in Section 2.7. (iii) The Principal hereby grants any proceeding to obtain letters patent, copyrights, trademarks or other legal rights in the United States and in any and all other countries on such inventions, provided that the Company will bear the expense of such proceedings, and that any patent or other legal rights so issued to the Company a royalty-freeExecutive personally, fully paid-up, non-exclusive, perpetual, and irrevocable license throughout shall be assigned by the world to use, modify, create derivative works from, disclose, publish, translate, reproduce, deliver, perform, dispose of, and to authorize others so to do, with respect to any intellectual property of the Principal that is incorporated into any work done and delivered Executive to the Company. The Principal shall not include in any Inventions that Principal delivers to the Company or uses on its behalf, without the prior written approval of the Company, any material which is or shall be patented, copyrighted or trademarked by the Principal or others unless the Principal provides the Company with the written permission of the holder of any patent, copyright or trademark owner for the Company to use such material in a manner consistent with then-current Company policy.

Ownership of Ideas Copyrights and Patents. (ia) All The Executive agrees that all ideas, datadiscoveries, deliverablescreations, reports, work productsmanuscripts and properties, innovations, improvements, know-how, inventions, designs, developments, apparatus, techniques, methods methods, processes and other results formulae (all of Principal’s services the foregoing being hereinafter referred to as “the Company (inventions”) which may be used in draft and final forms) and all related documentation (such asthe business of the Company, but not limited toor any of its affiliates, noteswhether patentable, recordscopyrightable or not, documentswhich the Executive may conceive or develop during his employment with the Company, drawingsor any of its affiliates, alone or in conjunction with another or others, whether during or out of regular business hours, and designs), which Principal makes, conceives, reduces to practicewhether at the request or upon the suggestion of the Company, or develops in whole any of its affiliates, or in partotherwise, either alone or jointly with others, in connection with his or her services to the Company or which relate to any Confidential Information (collectively, the “Inventions”) shall be the sole and exclusive property of the Company, or any of its affiliates, and that the Executive shall be considered “works made for hire” pursuant to the United States Copyright Act (Title 17 not publish any of the U.S. Code)inventions without the prior written consent of the Company. The Principal Executive hereby assigns to the Company all of his right, title, title and interest in and to all of the foregoing. The Principal further represents thatNotwithstanding the foregoing, the provisions of this Section 8 do not apply to inventions for which no equipment, supplies, facility, resources or Confidential Information of the Company was used and was developed entirely on the Executive’s own time, unless the invention relates to the Company’s business, to the best of his knowledge and belief, none of the Inventions shall violate Company’s actual or infringe upon any right, patent, copyright, trademark demonstrably anticipated research or right of privacydevelopment, or constitute libel the invention results from any work performed by the Executive for the Company or slander against or violate any other rights if its affiliates. Executive agrees to provide the Company promptly with notice and sufficient documentation of any person, firm or corporation, such inventions so that the Company may evaluate the inventions and determine whether such inventions should be assigned to the Principal shall use his best efforts to prevent any such violationCompany. (iib) At any time, while providing Services to the Company and for a period of twelve (12) months following the date on which this Agreement is terminatedThe Executive agrees that, at the expense of Company’s expense, he will fully cooperate with the Company, the Principal shall cooperate fully with the Company and its attorneys and agents agents, at any time during or after his employment, in the preparation and filing of all papers and other documents as may be required to perfect the Company’s rights in and to any Inventions described of such inventions, including, but not limited to, joining in Section 2.7. (iii) The Principal hereby grants any proceeding to obtain letters patent, copyrights, trademarks or other legal rights in the United States and in any and all other countries on such inventions, provided that the Company will bear the expense of such proceedings, and that any patent or other legal rights so issued to the Company a royalty-freeExecutive personally, fully paid-up, non-exclusive, perpetual, and irrevocable license throughout shall be assigned by the world to use, modify, create derivative works from, disclose, publish, translate, reproduce, deliver, perform, dispose of, and to authorize others so to do, with respect to any intellectual property of the Principal that is incorporated into any work done and delivered Executive to the Company. The Principal shall not include in any Inventions that Principal delivers to the Company or uses on its behalf, without the prior written approval of the Company, any material which is or shall be patented, copyrighted or trademarked by the Principal or others unless the Principal provides the Company with the written permission of the holder of any patent, copyright or trademark owner for the Company to use such material in a manner consistent with then-current Company policy.

Ownership of Ideas Copyrights and Patents. (ia) All ideasSubject to the terms of Section 9(c), databelow, deliverablesthe Consultant hereby assigns to the Company any right, reportstitle, work productsand interest he may have in any idea, innovationsdiscovery, improvementscreation, innovation, improvement, know-how, inventionsinvention, designsdesign, developmentsdevelopment, techniquesapparatus, methods technique, method or other intellectual property which (i) the Consultant develops solely as a direct result of performing consulting services for the Company under this Agreement and other results (ii) is not generated in the course of Principal’s services Consultant's activities as an Institute employee or University faculty member and is not owned by the Institute or assignable to the University. Any intellectual property assignable to the Company (in draft and final forms) and all related documentation (pursuant to the preceding sentence is hereinafter referred to as "Company Intellectual Property". Upon the request of the Company, the Consultant shall execute such as, but not limited to, notes, recordsfurther assignments, documents, drawingsand other instruments as may be necessary to assign Company Intellectual Property to the Company and to assist the Company in applying for, obtaining and enforcing patents or other rights in the United States and in any foreign country with respect to any Company Intellectual Property. The Company will bear the cost of preparation of all patent or other applications and assignments, and designs)the cost of obtaining and enforcing all patents and other rights to Company Intellectual Property. (b) Consultant agrees to maintain and furnish to the Company complete and current records of all inventions that are Company Intellectual Property and to disclose all Company Intellectual Property to the Company in writing. (c) Notwithstanding anything in this Agreement to the contrary, the Company shall have no rights by reason of this Agreement in any publication, invention, discovery, improvement, or other intellectual property whatsoever, whether or not publishable, patentable or copyrightable, which Principal makesis developed as a result of a program of research financed, conceives, reduces to practice, or develops in whole or in part, either alone by funds provided by or jointly with others, under the control of the Institute or the University. Notwithstanding anything in connection with his or her services this Agreement to the contrary, the Company also acknowledges and agrees that it will enjoy no priority or which relate advantage as a result of the consultancy created by this Agreement in gaining access to any Confidential Information (collectively, the “Inventions”) shall be the sole and exclusive proprietary information or intellectual property that arises from any research undertaken by Consultant in his capacity as an employee of the Company, and shall be considered “works made for hire” pursuant to the United States Copyright Act (Title 17 Institute or a faculty member of the U.S. Code). The Principal hereby assigns to the Company all of his right, title, and interest in and to all of the foregoing. The Principal further represents that, to the best of his knowledge and belief, none of the Inventions shall violate or infringe upon any right, patent, copyright, trademark or right of privacy, or constitute libel or slander against or violate any other rights of any person, firm or corporation, and the Principal shall use his best efforts to prevent any such violationUniversity. (ii) At any time, while providing Services to the Company and for a period of twelve (12) months following the date on which this Agreement is terminated, at the expense of the Company, the Principal shall cooperate fully with the Company and its attorneys and agents in the preparation and filing of all papers and other documents as may be required to perfect the Company’s rights in and to any Inventions described in Section 2.7. (iii) The Principal hereby grants to the Company a royalty-free, fully paid-up, non-exclusive, perpetual, and irrevocable license throughout the world to use, modify, create derivative works from, disclose, publish, translate, reproduce, deliver, perform, dispose of, and to authorize others so to do, with respect to any intellectual property of the Principal that is incorporated into any work done and delivered to the Company. The Principal shall not include in any Inventions that Principal delivers to the Company or uses on its behalf, without the prior written approval of the Company, any material which is or shall be patented, copyrighted or trademarked by the Principal or others unless the Principal provides the Company with the written permission of the holder of any patent, copyright or trademark owner for the Company to use such material in a manner consistent with then-current Company policy.