Common use of Ownership of Property Clause in Contracts

Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer or any of their respective Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the Company, Employer or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the Company, Employer or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).

Appears in 29 contracts

Samples: Senior Management Agreement (Syniverse Technologies Inc), Senior Management Agreement (Syniverse Technologies Inc), Senior Management Agreement (Tsi Telecommunication Services Inc)

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Ownership of Property. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to the Company’s's, Employer’s 's or any of their respective Subsidiaries' or Affiliates' actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer or any of their respective Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”"WORK PRODUCT") belong to the Company, Employer or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a "work made for hire" under the copyright laws, and the Company, Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a "work made for hire," Executive hereby assigns and agrees to assign to the Company, Employer or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s's, Employer’s 's or such Subsidiary’s 's or Affiliate’s 's ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).

Appears in 15 contracts

Samples: Senior Management Agreement (Prestige Brands International, Inc.), Senior Management Agreement (Prestige Brands Holdings, Inc.), Senior Management Agreement (Prestige Brands Holdings, Inc.)

Ownership of Property. Executive acknowledges expressly understands and agrees that any and all right, title or interest he has or obtains in any documentation, trade secrets, technical specifications, data, know-how, inventions, concepts, ideas, techniques, innovations, discoveries, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, memoranda, marketing plans, and all similar or related information (whether or not patentable) conceived, devised, developed, contributed to, made, reduced to practice or otherwise had or obtained by Executive (either solely or jointly with others) during the Term that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or Affiliatesits affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, madeservices, or reduced to practice by Executive (either solely or jointly that arise out of Executive’s employment with others) while employed by the Company, Employer Company or any of their respective Subsidiaries or Affiliates its affiliates (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the CompanyCompany or the respective affiliate, Employer or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Company or to such Subsidiary or Affiliateaffiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer Company or such Subsidiary or Affiliate affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns assigns, and agrees to assign assign, to the Company, Employer Company or such Subsidiary or Affiliate the respective affiliate all of his right, title, title and interest, including without limitation, copyright interest in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board Chief Executive Officer or Chief Operating Officer and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliatethe respective affiliate’s ownership therein (including, without limitation, including executing and delivering any assignments, consents, powers of attorney, attorney and other instruments).

Appears in 13 contracts

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

Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s or any of their respective its Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer Company or any of their respective its Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the Company, Employer Company or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Company or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer Company or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the Company, Employer Company or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).

Appears in 11 contracts

Samples: Employment Agreement (Syniverse Holdings Inc), Employment Agreement (Syniverse Holdings Inc), Employment Agreement (Syniverse Holdings Inc)

Ownership of Property. Executive Participant acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s Company Group or any of their respective Subsidiaries’ or Affiliates’ its Affiliates actual or anticipated business, research and development, or existing or future products or services and that were or are conceived, developed, contributed to, made, or reduced to practice by Executive Participant (either solely or jointly with others) while employed by or in the Company, Employer service of the Company Group or any of their respective Subsidiaries or its Affiliates (including, without limitation, prior to the date of this Agreement) (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the Company, Employer or such Subsidiary or Affiliate Company Group and Executive its Affiliates and Participant hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer or to such Subsidiary or AffiliateCompany Group and its Affiliates. Any copyrightable work prepared in whole or in part by Executive Participant in the course of his Participant’s work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer or such Subsidiary or Affiliate Company Group and its Affiliates shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive Participant hereby assigns and agrees to assign to the Company, Employer or such Subsidiary or Affiliate Company Group and its Affiliates all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive Participant shall as promptly as practicable under the circumstances disclose such Work Product and copyrightable work to the Board Company and perform all actions reasonably requested by the Board Company (whether during or after Participant’s employment with or service to the Employment PeriodCompany Group and its Affiliates) to establish and confirm the Company’s, EmployerCompany Group’s or such Subsidiary’s or Affiliate’s its Affiliates’ ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).

Appears in 11 contracts

Samples: Stock Option Agreement (BJ's Wholesale Club Holdings, Inc.), Stock Option Agreement (BJ's Wholesale Club Holdings, Inc.), Restricted Stock Award Agreement (BJ's Wholesale Club Holdings, Inc.)

Ownership of Property. Executive Optionee acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s or any of their respective its Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or future products or services and that were or are conceived, developed, contributed to, made, or reduced to practice by Executive Optionee (either solely or jointly with others) while employed by or in the Company, Employer service of the Company or any of their respective its Subsidiaries or Affiliates (including, without limitation, prior to the date of this Agreement) (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the Company, Employer Company or such Subsidiary or Affiliate and Executive Optionee hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Company or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive Optionee in the course of his Optionee’s work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer Company or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive Optionee hereby assigns and agrees to assign to the Company, Employer Company or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive Optionee shall as promptly as practicable under the circumstances disclose such Work Product and copyrightable work to the Board Company and perform all actions reasonably requested by the Board Company (whether during or after Optionee’s employment with or service to the Employment PeriodCompany and its Subsidiaries and Affiliates) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).

Appears in 10 contracts

Samples: Non Qualified Stock Option Agreement (JOANN Inc.), Non Qualified Stock Option Agreement (BJ's Wholesale Club Holdings, Inc.), Non Qualified Stock Option Agreement (BJ's Wholesale Club Holdings, Inc.)

Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, and all similar or related information (whether or not patentable) that relate to the Company’s's, Employer’s 's or any of their respective Subsidiaries' or Affiliates' actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer or any of their respective Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”"WORK PRODUCT") belong to the Company, Employer or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a "work made for hire" under the copyright laws, and the Company, Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a "work made for hire," Executive hereby assigns and agrees to assign to the Company, Employer or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s's, Employer’s 's or such Subsidiary’s 's or Affiliate’s 's ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).

Appears in 9 contracts

Samples: Senior Management Agreement (Tsi Finance Inc), Senior Management Agreement (Tsi Finance Inc), Senior Management Agreement (Tsi Finance Inc)

Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, reports and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or its Affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer Company or any of their respective Subsidiaries or its Affiliates (including any of the foregoing that constitutes any proprietary information Proprietary Information or records) (“Work Product”) belong to the Company, Employer Company or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Company or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer Company or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the Company, Employer Company or such Subsidiary or Affiliate all right, title, title and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board Chief Executive Officer and perform all actions reasonably requested by the Board Chief Executive Officer (whether during or after the Employment PeriodExecutive’s term of employment) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or its Affiliate’s ownership (including, without limitation, execution of assignments, consents, powers of attorney, attorney and other instruments). Notwithstanding anything contained in this Section 8(b) to the contrary, the Company’s ownership of Work Product does not apply to any invention that Executive develops entirely on his own time without using the equipment, supplies or facilities of the Company or Affiliates or any Proprietary Information (including trade secrets), except that the Company’s ownership of Work Product does include those inventions that: (i) relate to the business of the Company or its Affiliates or to the actual or demonstrably anticipated research or development relating to the Company’s business; or (ii) result from any work that Executive performs for the Company or its Affiliates.

Appears in 9 contracts

Samples: Executive Employment Agreement, Executive Employment Agreement (Rosetta Stone Inc), Executive Employment Agreement (Rosetta Stone Inc)

Ownership of Property. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to the CompanyEmployer’s, Employer’s or any of their respective its Subsidiaries’ or and/or Affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the CompanyEmployer, Employer or any of their respective its Subsidiaries or and/or Affiliates (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the Company, Employer or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the Company, Employer or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).

Appears in 8 contracts

Samples: Executive Employment Agreement (Prestige Brands Holdings, Inc.), Executive Employment Agreement (Prestige Brands Holdings, Inc.), Employment Agreement (Prestige Brands Holdings, Inc.)

Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, reports and all similar or related information (whether or not patentable) that relate to the Company’s's, Employer’s 's or any of their respective Subsidiaries’ or Affiliates’ ' actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, made or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer or any of their respective Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information or records) ("Work Product") belong to the Company, Employer or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer or to such Subsidiary or AffiliateSubsidiary. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a "work made for hire" under the copyright laws, and the Company, Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a "work made for hire," Executive hereby assigns and agrees to assign to the Company, Employer or such Subsidiary or Affiliate all right, title, title and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s's, Employer’s 's or such Subsidiary’s or Affiliate’s 's ownership (including, without limitation, including assignments, consents, powers of attorney, attorney and other instruments).

Appears in 7 contracts

Samples: Senior Management Agreement (TNS Inc), Senior Management Agreement (TNS Inc), Senior Management Agreement (TNS Inc)

Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, and all similar or related information (whether or not patentable) that relate to the Company’s's, Employer’s or any of their respective its Subsidiaries' or Affiliates' actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by during the Company, Employer or any of their respective Subsidiaries or Affiliates Employment Period (including any of the foregoing that constitutes any proprietary information or records) ("Work Product") belong to the Company, Employer its Subsidiaries or such Subsidiary or Affiliate Affiliates and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer its Subsidiaries or to such Subsidiary or AffiliateAffiliates. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a "work made for hire" under the copyright laws, and the Company, Employer Company or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a "work made for hire," Executive hereby assigns and agrees to assign to the Company, Employer Company or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s 's or such Subsidiary’s 's or Affiliate’s 's ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).

Appears in 7 contracts

Samples: Executive Unit Agreement (University General Health System, Inc.), Executive Unit Agreement (University General Health System, Inc.), Executive Unit Agreement (University General Health System, Inc.)

Ownership of Property. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to the CompanyParent’s, Employer’s or any of their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the CompanyParent, Employer or any of their respective Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the CompanyParent, Employer or such Subsidiary or Affiliate Affiliate, and Executive hereby assigns, and agrees to assign, all of the above Work Product to the CompanyParent, Employer or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his Executive’s work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the CompanyParent, Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the CompanyParent, Employer or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the CompanyParent’s, Employer’s or such Subsidiary’s or Affiliate’s ownership (including, without limitation, including assignments, consents, powers of attorney, and other instruments).

Appears in 7 contracts

Samples: Employment Agreement (Paya Holdings Inc.), Employment Agreement (Paya Holdings Inc.), Employment Agreement (Paya Holdings Inc.)

Ownership of Property. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or its Affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer Company or any of their respective its Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the CompanyCompany or the relevant Affiliate, Employer or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Company or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer Company or such Subsidiary or Affiliate any of its Affiliates shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the Company, Employer Company or such Subsidiary or Affiliate any of its Affiliates all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board Company and perform all actions reasonably requested by the Board Company and at the Company’s expense (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or the relevant Affiliate’s ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).

Appears in 7 contracts

Samples: Sotera Health Company Restrictive Covenants Agreement (Sotera Health Co), Sotera Health Company Restrictive Covenants Agreement (Sotera Health Co), Sotera Health Company Restrictive Covenants Agreement (Sotera Health Co)

Ownership of Property. The Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s Employers’ or any of their respective Subsidiariessubsidiaries’ or Affiliatesaffiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by the Executive (either solely or jointly with others) while employed by the Company, Employer Employers or any of their respective Subsidiaries subsidiaries or Affiliates (affiliates, including any of the foregoing that constitutes any proprietary information or records) records (“Work Product”) belong belonging to the Company, Employer Employers or such Subsidiary subsidiary or Affiliate affiliate, and the Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Employers or to such Subsidiary subsidiary or Affiliateaffiliate, as applicable. Any copyrightable work prepared in whole or in part by the Executive in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer Employers or such Subsidiary their respective subsidiary or Affiliate affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” the Executive hereby assigns and agrees to assign to the Company, Employer Employers or such Subsidiary respective subsidiary or Affiliate affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. The Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after Board, at the Employment Period) Employers’ sole expense, to establish and confirm the Company’s, EmployerEmployers’ or such subsidiary’s or such Subsidiary’s or Affiliateaffiliate’s ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments)) in Work Product and copyrightable work identified by the Board.

Appears in 6 contracts

Samples: Employment Agreement (Liberty Tax, Inc.), Employment Agreement (Liberty Tax, Inc.), Employment Agreement (Liberty Tax, Inc.)

Ownership of Property. Executive acknowledges expressly understands and agrees that any and all right, title or interest he has or obtains in any documentation, trade secrets, technical specifications, data, know-how, inventions, concepts, ideas, techniques, innovations, discoveries, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, memoranda, marketing plans, and all similar or related information (whether or not patentable) conceived, devised, developed, contributed to, made, reduced to practice or otherwise had or obtained by Executive (either solely or jointly with others) during the Employment Period that relate to the Company’s, Employer’s 's or any of their respective Subsidiaries’ or Affiliates’ its affiliates' actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, madeservices, or reduced to practice by Executive (either solely or jointly that arise out of Executive's employment with others) while employed by the Company, Employer or any of their respective Subsidiaries or Affiliates its affiliates (including any of the foregoing that constitutes any proprietary information or records) ("Work Product") belong to the Company, Employer or such Subsidiary or Affiliate the respective affiliate, and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer or to such Subsidiary or Affiliateaffiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a "work made for hire" under the copyright laws, and the Company, Employer or such Subsidiary or Affiliate affiliate shall own all rights therein. To the extent that any such copyrightable work is not a "work made for hire," Executive hereby assigns assigns, and agrees to assign assign, to the Company, Employer or such Subsidiary or Affiliate the respective affiliate all of his right, title, title and interest, including without limitation, copyright interest in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board CEO and perform all actions reasonably requested by the Board CEO or the COO (whether during or after the Employment Period) to establish and confirm Employer's or the Company’s, Employer’s or such Subsidiary’s or Affiliate’s respective affiliate's ownership therein (including, without limitation, including executing and delivering any assignments, consents, powers of attorney, attorney and other instruments).

Appears in 6 contracts

Samples: Management Agreement (TNS Inc), Management Agreement (TNS Inc), Management Agreement (TNS Inc)

Ownership of Property. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work, and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information, and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s or any of their respective Subsidiariesits subsidiaries’ or Affiliatesaffiliates’ actual or anticipated business, research and development, or existing or future products or services services, and that were or are conceived, developed, contributed to, made, made or reduced to practice by Executive (either solely or jointly with others) while employed by or in the Company, Employer service of the Company or any of their respective Subsidiaries its subsidiaries or Affiliates affiliates (including, without limitation, prior to the date of this Agreement) (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the Company, Employer Company or such Subsidiary subsidiary or Affiliate affiliate, and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Company or to such Subsidiary subsidiary or Affiliateaffiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his Executive’s work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer Company or such Subsidiary subsidiary or Affiliate affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” ”, Executive hereby assigns and agrees to assign to the Company, Employer Company or such Subsidiary subsidiary or Affiliate affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall as promptly as practicable under the circumstances disclose such Work Product and copyrightable work to the Board Company and perform all actions reasonably requested by the Board Company (whether during or after Executive’s employment with or service to the Employment PeriodCompany and its subsidiaries and affiliates) to establish and confirm the Company’s, Employer’s or such Subsidiarysubsidiary’s or Affiliateaffiliate’s ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).

Appears in 6 contracts

Samples: Agreement (JOANN Inc.), Agreement (JOANN Inc.), Agreement (JOANN Inc.)

Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, reports and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or Affiliates’ its Affiliates actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer Company or any of their respective Subsidiaries or its Affiliates (including any of the foregoing that constitutes any proprietary information Proprietary Information or recordsRecords) (Work Product) belong to the Company, Employer Company or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Company or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a work made for hire” hire under the copyright laws, and the Company, Employer Company or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a work made for hire,” , Executive hereby assigns and agrees to assign to the Company, Employer Company or such Subsidiary or Affiliate all right, title, title and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment PeriodExecutives term of employment) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s its Affiliates ownership (including, without limitation, execution of assignments, consents, powers of attorney, attorney and other instruments). Notwithstanding anything contained in this Section 2(b) to the contrary, the Company’s ownership of Work Product does not apply to any invention that Executive develops entirely on his own time without using the equipment, supplies or facilities of the Company or its Affiliates or Subsidiaries or any Proprietary Information (including trade secrets), except that the Company’s ownership of Work Product does include those inventions that: (a) relate to the business of the Company or its Affiliates or Subsidiaries or to the actual or demonstrably anticipated research or development relating to the Company’s business; or (b) result from any work that Executive performs for the Company or its Affiliates or Subsidiaries.

Appears in 5 contracts

Samples: Agreement (Native American Energy Group, Inc.), Senior Executive Agreement (Native American Energy Group, Inc.), Senior Executive Agreement (Native American Energy Group, Inc.)

Ownership of Property. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, invention disclosures, patent applications, copyrightable works (including mask works), trademarks, trade names and other source identifiers, and all registrations or applications related to the foregoing and all other proprietary information and all similar or related information (whether or not patentablepatentable and whether or not including trade secrets or other confidential information) that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or planned future products or services and that are conceived, developed, designed, made authored, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer or any of their respective Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the Company, Employer or such Subsidiary or Affiliate Affiliate, and Executive hereby assigns, and agrees to assign, all of the above Work Product Product, and all intellectual property embodied therein, to the Company, Employer or to such Subsidiary or Affiliate. Any Notwithstanding the foregoing, any copyrightable work authored or prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright lawslaws of the United States, and the Company, Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is deemed not to be a “work made for hire,” Executive hereby assigns and agrees to assign to the Company, Employer or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable workwork and all intellectual property embodied therein. Executive shall promptly disclose such all Work Product and copyrightable work to the Board Board. Executive represents and warrants to the Company and Employer that he does not now nor has he ever owned, nor has he ever made, any materials prior to the Employment Period that relate to the Company’s, Employer’s or their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development or existing or planned future products or services. Executive hereby agrees to perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s ownership of any Work Product (including, without limitation, by executing assignments, consents, powers of attorney, and other instruments). Should the Company, Employer or such Subsidiary or Affiliate be unable to secure Executive’s signature on any document necessary to apply for, prosecute, obtain, or enforce any patent, copyright, or other right or protection relating to any Work Product, whether due to Executive’s mental or physical incapacity or any other cause, Executive hereby irrevocably designates and appoints the Company, Employer or such Subsidiary or Affiliate and each of its duly authorized officers and agents as his agent and attorney-in-fact, to act for an in Executive’s behalf and stead, to execute and file any such document, and to do all other lawfully permitted acts to further the prosecution, issuance, and enforcement of patents, copyrights, trademarks or other rights or protections with the same force and effect as if executed and delivered by Executive.

Appears in 5 contracts

Samples: Senior Management Agreement (Capella Healthcare, Inc.), Senior Management Agreement (NPMC Holdings, LLC), Senior Management Agreement (NPMC Holdings, LLC)

Ownership of Property. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to the CompanyEmployer’s, Employerthe Parent’s or any of their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by Employer, the Company, Employer Parent or any of their respective Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to Employer, the Company, Employer Parent or such Subsidiary or Affiliate Affiliate, and Executive hereby assigns, and agrees to assign, all of the above Work Product to Employer, the Company, Employer Parent or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his or her work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and Employer, the Company, Employer Parent or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to Employer, the Company, Employer Parent or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the CompanyEmployer’s, Employerthe Parent’s or such Subsidiary’s or Affiliate’s ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).

Appears in 5 contracts

Samples: Employment Agreement, Employment Agreement (Cision Ltd.), Employment Agreement (Cision Ltd.)

Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, reports and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s or any of their respective its Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer Company or any of their respective its Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information Proprietary Information or records) (“Work Product”) belong to the Company, Employer Company or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Company or to such Subsidiary or AffiliateSubsidiary. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer Company or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the Company, Employer Company or such Subsidiary or Affiliate all right, title, title and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board Chief Executive Officer and perform all actions reasonably requested by the Board Chief Executive Officer (whether during or after the Employment PeriodExecutive’s term of employment) to establish and confirm the Company’s, Employer’s or such its Subsidiary’s or Affiliate’s ownership (including, without limitation, execution of assignments, consents, powers of attorney, attorney and other instruments). Notwithstanding anything contained in this Section 8(b) to the contrary, the Company’s ownership of Work Product does not apply to any invention that Executive develops entirely on his own time without using the equipment, supplies or facilities of the Company or Subsidiaries or any Proprietary Information (including trade secrets), except that the Company’s ownership of Work Product does include those inventions that: (i) relate to the business of the Company or its Subsidiaries or to the actual or demonstrably anticipated research or development relating to the Company’s business; or (ii) result from any work that Executive performs for the Company or its Subsidiaries.

Appears in 5 contracts

Samples: Executive Employment Agreement (Rosetta Stone Inc), Executive Employment Agreement (Rosetta Stone Inc), Executive Employment Agreement (Rosetta Stone Inc)

Ownership of Property. Executive acknowledges expressly understands and agrees that any and all right, title or interest he has or obtains in any documentation, trade secrets, technical specifications, data, know-how, inventions, concepts, ideas, techniques, innovations, discoveries, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, memoranda, marketing plans, and all similar or related information (whether or not patentable) conceived, devised, developed, contributed to, made, reduced to practice or otherwise had or obtained by Executive (either solely or jointly with others) during the Employment Period that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or Affiliatesits affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, madeservices, or reduced to practice by Executive (either solely or jointly that arise out of Executive’s employment with others) while employed by the Company, Employer Company or any of their respective Subsidiaries or Affiliates its affiliates (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the CompanyCompany or the respective affiliate, Employer or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Company or to such Subsidiary or Affiliateaffiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer Company or such Subsidiary or Affiliate affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns assigns, and agrees to assign assign, to the Company, Employer Company or such Subsidiary or Affiliate the respective affiliate all of his right, title, title and interest, including without limitation, copyright interest in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliatethe respective affiliate’s ownership therein (including, without limitation, including executing and delivering any assignments, consents, powers of attorney, attorney and other instruments).

Appears in 4 contracts

Samples: Employment Agreement (Globe Specialty Metals Inc), Employment Agreement (Globe Specialty Metals Inc), Employment Agreement (Globe Specialty Metals Inc)

Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s 's or any of their respective its Subsidiaries' or Affiliates' actual or reasonably anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer Company or any of their respective its Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”"WORK PRODUCT") belong to the Company, Employer Company or such Subsidiary or such Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Company or to such Subsidiary or such Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a "work made for hire" under the copyright laws, and the Company, Employer Company or such Subsidiary or such Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a "work made for hire," Executive hereby assigns and agrees to assign to the Company, Employer Company or such Subsidiary or such Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Company Board and, at the request and cost of the Company or its Subsidiaries, perform all actions reasonably requested by the Company Board (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s 's or such Subsidiary’s 's or such Affiliate’s 's ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).

Appears in 4 contracts

Samples: Senior Management Agreement (Digitalnet Holdings Inc), Senior Management Agreement (Digitalnet Holdings Inc), Senior Management Agreement (Digitalnet Holdings Inc)

Ownership of Property. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to Parent, Employer or any of their respective Subsidiaries or Affiliates engaging in Parent Business or an anticipated business in which Parent, Employer or any of their respective Subsidiaries or Affiliates have a bona fide interest or expectancy relating to the Company’sacquisition of a business by Parent, Employer’s Employer or any of their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the CompanyParent, Employer or any of their respective Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the CompanyParent, Employer or such Subsidiary or Affiliate Affiliate, and Executive hereby assigns, and agrees to assign, all of the above Work Product to the CompanyParent, Employer or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his Executive’s work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the CompanyParent, Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the CompanyParent, Employer or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) ), to establish and confirm the CompanyParent’s, Employer’s or such Subsidiary’s or Affiliate’s ownership (including, without limitation, including assignments, consents, powers of attorney, and other instruments); provided, that Parent shall reimburse Executive for Executive’s reasonable and documented out-of-pocket expenses in connection therewith.

Appears in 4 contracts

Samples: Employment Agreement (Maravai Lifesciences Holdings, Inc.), Employment Agreement (Maravai Lifesciences Holdings, Inc.), Employment Agreement (Maravai Lifesciences Holdings, Inc.)

Ownership of Property. Executive acknowledges expressly understands and agrees that any and all right, title or interest he has or obtains in any documentation, trade secrets, technical specifications, data, know-how, inventions, concepts, ideas, techniques, innovations, discoveries, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, memoranda, marketing plans, and all similar or related information (whether or not patentable) conceived, devised, developed, contributed to, made, reduced to practice or otherwise had or obtained by Executive (either solely or jointly with others) during the Term that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or Affiliatesits affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, madeservices, or reduced to practice by Executive (either solely or jointly that arise out of Executive’s employment with others) while employed by the Company, Employer Company or any of their respective Subsidiaries or Affiliates its affiliates (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the CompanyCompany or the respective affiliate, Employer or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Company or to such Subsidiary or Affiliateaffiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer Company or such Subsidiary or Affiliate affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns assigns, and agrees to assign assign, to the Company, Employer Company or such Subsidiary or Affiliate the respective affiliate all of his right, title, title and interest, including without limitation, copyright interest in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliatethe respective affiliate’s ownership therein (including, without limitation, including executing and delivering any assignments, consents, powers of attorney, attorney and other instruments).

Appears in 3 contracts

Samples: Employment Agreement (TNS Inc), Employment Agreement (TNS Inc), Employment Agreement (Neuro-Hitech, Inc.)

Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, reports and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or Affiliates’ its Affiliates actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer Company or any of their respective Subsidiaries or its Affiliates (including any of the foregoing that constitutes any proprietary information Proprietary Information or recordsRecords) (“Work Product”) belong to the Company, Employer Company or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Company or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a work made for hire” hire under the copyright laws, and the Company, Employer Company or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a work made for hire,” , Executive hereby assigns and agrees to assign to the Company, Employer Company or such Subsidiary or Affiliate all right, title, title and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment PeriodExecutive’s term of employment) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s its Affiliates ownership (including, without limitation, execution of assignments, consents, powers of attorney, attorney and other instruments). Notwithstanding anything contained in this Section 2(b) to the contrary, Company’s ownership of Work Product does not apply to any invention that Executive develops entirely on his own time without using the equipment, supplies or facilities of Company or its Affiliates or Subsidiaries or any Proprietary Information (including trade secrets), except that Company’s ownership of Work Product does include those inventions that: (a) relate to the business of Company or its Affiliates or Subsidiaries or to the actual or demonstrably anticipated research or development relating to Company’s business; or (b) result from any work that Executive performs for Company or its Affiliates or Subsidiaries.

Appears in 3 contracts

Samples: Employment Agreement (NEXT-ChemX Corporation.), Employment Agreement (NEXT-ChemX Corporation.), Employment Agreement (NEXT-ChemX Corporation.)

Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, and all similar or related information (whether or not patentable) that relate to the Company’s, EmployerParent’s or any of their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer Parent or any of their respective Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information or records) (“ Work Product Work Product”) belong to the Company, Employer Parent or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Parent or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer Parent or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the Company, Employer Parent or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s, EmployerParent’s or such Subsidiary’s or Affiliate’s ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).

Appears in 3 contracts

Samples: Employment Agreement (Syniverse Holdings Inc), Employment Agreement (Syniverse Technologies Inc), Employment Agreement (Syniverse Technologies Inc)

Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, reports and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or Affiliates’ its Affiliates actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer Company or any of their respective Subsidiaries or its Affiliates (including any of the foregoing that constitutes any proprietary information Proprietary Information or recordsRecords) (“Work Product”) belong to the Company, Employer Company or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Company or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a work made for hire” hire under the copyright laws, and the Company, Employer Company or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a work made for hire,” , Executive hereby assigns and agrees to assign to the Company, Employer Company or such Subsidiary or Affiliate all right, title, title and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment PeriodExecutive’s term of service) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s its Affiliates ownership (including, without limitation, execution of assignments, consents, powers of attorney, attorney and other instruments). Notwithstanding anything contained in this Section 2(b) to the contrary, the Company’s ownership of Work Product does not apply to any invention that Executive develops entirely on his own time without using the equipment, supplies or facilities of the Company or its Affiliates or Subsidiaries or any Proprietary Information (including trade secrets), except that the Company’s ownership of Work Product does include those inventions that: (a) relate to the business of the Company or its Affiliates or Subsidiaries or to the actual or demonstrably anticipated research or development relating to the Company’s business; or (b) result from any work that Executive performs for the Company or its Affiliates or Subsidiaries.

Appears in 3 contracts

Samples: Executive Agreement (Toga LTD), Executive Agreement (Toga LTD), Executive Agreement (Toga LTD)

Ownership of Property. Executive acknowledges expressly understands and agrees that any and all right, title or interest he has or obtains in any documentation, trade secrets, technical specifications, data, know-how, inventions, concepts, ideas, techniques, innovations, discoveries, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, memoranda, marketing plans, and all similar or related information (whether or not patentable) conceived, devised, developed, contributed to, made, reduced to practice or otherwise had or obtained by Executive (either solely or jointly with others) during the Term that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or Affiliatesits affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, madeservices, or reduced to practice by Executive (either solely or jointly that arise out of Executive’s employment with others) while employed by the Company, Employer Company or any of their respective Subsidiaries or Affiliates its affiliates (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the CompanyCompany or the respective affiliate, Employer or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Company or to such Subsidiary or Affiliateaffiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer Company or such Subsidiary or Affiliate affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns assigns, and agrees to assign assign, to the Company, Employer Company or such Subsidiary or Affiliate the respective affiliate all of his right, title, title and interest, including without limitation, copyright interest in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board Chief Executive Officer and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliatethe respective affiliate’s ownership therein (including, without limitation, including executing and delivering any assignments, consents, powers of attorney, attorney and other instruments).

Appears in 3 contracts

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

Ownership of Property. The Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s Employers’ or any of their respective Subsidiariessubsidiaries’ or Affiliatesaffiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by the Executive (either solely or jointly with others) while employed by the Company, Employer Employers or any of their respective Subsidiaries subsidiaries or Affiliates (affiliates, including any of the foregoing that constitutes any proprietary information or records) records (“Work Product”) belong belonging to the Company, Employer Employers or such Subsidiary subsidiary or Affiliate affiliate, and the Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Employers or to such Subsidiary subsidiary or Affiliateaffiliate, as applicable. Any copyrightable work prepared in whole or in part by the Executive in the course of his her work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer Employers or such Subsidiary their respective subsidiary or Affiliate affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” the Executive hereby assigns and agrees to assign to the Company, Employer Employers or such Subsidiary respective subsidiary or Affiliate affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. The Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after Board, at the Employment Period) Employers’ sole expense, to establish and confirm the Company’s, EmployerEmployers’ or such subsidiary’s or such Subsidiary’s or Affiliateaffiliate’s ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments)) in Work Product and copyrightable work identified by the Board.

Appears in 2 contracts

Samples: Employment Agreement (Liberty Tax, Inc.), Employment Agreement (Liberty Tax, Inc.)

Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, and all similar or related information (whether or not patentable) that relate to the Company’s's, Employer’s 's or any of their respective Subsidiaries' or Affiliates' actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer or any of their respective Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information or records) ("Work Product") belong to the Company, Employer or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a "work made for hire" under the copyright laws, and the Company, Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a "work made for hire," Executive hereby assigns and agrees to assign to the Company, Employer or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s's, Employer’s 's or such Subsidiary’s 's or Affiliate’s 's ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).

Appears in 2 contracts

Samples: Employment Agreement (VeriFone Holdings, Inc.), Senior Management Agreement (Tsi Telecommunication Services Inc)

Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, reports and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s 's or any of their respective its Subsidiaries’ or Affiliates’ ' actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer Company or any of their respective its Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information Proprietary Information or records) ("Work Product") belong to the Company, Employer Company or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Company or to such Subsidiary or AffiliateSubsidiary. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a "work made for hire" under the copyright laws, and the Company, Employer Company or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a "work made for hire," Executive hereby assigns and agrees to assign to the Company, Employer Company or such Subsidiary or Affiliate all right, title, title and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board Chief Executive Officer and perform all actions reasonably requested by the Board Chief Executive Officer (whether during or after the Employment PeriodExecutive's term of employment) to establish and confirm the Company’s, Employer’s 's or such its Subsidiary’s or Affiliate’s 's ownership (including, without limitation, execution of assignments, consents, powers of attorney, attorney and other instruments). Notwithstanding anything contained in this Section 8(b) to the contrary, the Company's ownership of Work Product does not apply to any invention that Executive develops entirely on his own time without using the equipment, supplies or facilities of the Company or Subsidiaries or any Proprietary Information (including trade secrets), except that the Company's ownership of Work Product does include those inventions that: (i) relate to the business of the Company or its Subsidiaries or to the actual or demonstrably anticipated research or development relating to the Company's business; or (ii) result from any work that Executive performs for the Company or its Subsidiaries.

Appears in 2 contracts

Samples: Executive Employment Agreement (Advanced Mineral Technologies, Inc), Executive Employment Agreement (Advanced Mineral Technologies, Inc)

Ownership of Property. Executive acknowledges You acknowledge that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, reports and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s 's or any of their respective its Subsidiaries' or Affiliates’ Affiliates actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, made or reduced to practice by Executive you (either solely or jointly with others) while employed by the Company, Employer or any of their respective Subsidiaries or Affiliates Company (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”"WORK PRODUCT") belong to the Company, Employer or such Subsidiary or Affiliate Company and Executive you hereby assignsassign, and agrees agree to assign, all of the above Work Product to the Company, Employer or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive you in the course of his your work for any of the foregoing entities Company and its Subsidiaries and Affiliates shall be deemed a "work made for hire" under the copyright laws, and the Company, Employer or such Subsidiary or Affiliate Company and its Subsidiaries and Affiliates shall own all rights therein. To the extent that any such copyrightable work is not a "work made for hire,” Executive " you hereby assigns assign and agrees agree to assign to the Company, Employer or such Subsidiary or Affiliate Company all right, title, title and interest, including without limitation, copyright in and to such copyrightable work. Executive You shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during before or after the Employment PeriodTermination) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s 's ownership (including, without limitation, including assignments, consents, powers of attorney, attorney and other instruments).

Appears in 2 contracts

Samples: Nonqualified Stock Option Agreement (Tsi Networks Inc), Nonqualified Stock Option Agreement (Tsi Networks Inc)

Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer or any of their respective Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the Company, Employer or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his her work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the Company, Employer or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).

Appears in 2 contracts

Samples: Senior Management Agreement (Tsi Telecommunication Holdings LLC), Senior Management Agreement (Tsi Telecommunication Holdings LLC)

Ownership of Property. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer or any of their respective Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the Company, Employer or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the Company, Employer or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).

Appears in 2 contracts

Samples: Executive Employment Agreement (Prestige Brands Holdings, Inc.), Senior Management Agreement (Prestige Brands Holdings, Inc.)

Ownership of Property. Executive Consultant acknowledges that all inventions, innovations, improvements, developments, track records, methods, processes, programs, designs, analyses, drawings, reports, reports and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or Affiliatesits subsidiaries’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive Consultant (either solely or jointly with others) while employed by the Company, Employer Company or any of their respective Subsidiaries or Affiliates its subsidiaries (including any of the foregoing that constitutes any proprietary information Proprietary Information or records) (“Work Product”) belong to the Company, Employer Company or such Subsidiary or Affiliate subsidiary and Executive Consultant hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Company or to such Subsidiary or Affiliatesubsidiary. Any copyrightable work prepared in whole or in part by Executive Consultant in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer Company or such Subsidiary or Affiliate subsidiary shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive Consultant hereby assigns and agrees to assign to the Company, Employer Company or such Subsidiary or Affiliate subsidiary all right, title, title and interest, including without limitation, copyright in and to such copyrightable work. Executive Consultant shall promptly disclose such Work Product and copyrightable work to the Board Company and perform all actions reasonably requested by the Board Company (whether during or after the Employment PeriodConsultant’s term of employment) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliateits subsidiary’s ownership (including, without limitation, execution of assignments, consents, powers of attorney, attorney and other instruments). Notwithstanding anything contained in this Section 5(b) to the contrary, the Company’s ownership of Work Product does not apply to (x) any inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports and all similar or related information (whether or not patentable) that were developed or already in the possession of Consultant prior to the date of Consultant’s employment with the Company and (y) any invention that Consultant develops entirely on his own time without using the equipment, supplies or facilities of the Company or subsidiaries or any Proprietary Information (including trade secrets), except that the Company’s ownership of Work Product does include those inventions that: (i) relate to the business of the Company or its subsidiaries or to the actual or demonstrably anticipated research or development relating to the Company’s business; or (ii) result from any work that Consultant performs for the Company or its subsidiaries.

Appears in 1 contract

Samples: Consulting Agreement (Greenbacker Renewable Energy Co LLC)

Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, reports and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s or any of their respective its Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer Company or any of their respective its Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information Proprietary Information or records) (“Work Product”) belong to the Company, Employer Company or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Company or to such Subsidiary or AffiliateSubsidiary. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer Company or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the Company, Employer Company or such Subsidiary or Affiliate all right, title, title and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment PeriodExecutive’s term of employment) to establish and confirm the Company’s, Employer’s or such its Subsidiary’s or Affiliate’s ownership (including, without limitation, execution of assignments, consents, powers of attorney, attorney and other instruments). Notwithstanding anything contained in this Section 8(b) to the contrary, the Company’s ownership of Work Product does not apply to any invention that Executive develops entirely on his own time without using the equipment, supplies or facilities of the Company or Subsidiaries or any Proprietary Information (including trade secrets), except that the Company’s ownership of Work Product does include those inventions that: (i) relate to the business of the Company or its Subsidiaries or to the actual or demonstrably anticipated research or development relating to the Company’s business; or (ii) result from any work that Executive performs for the Company or its Subsidiaries.

Appears in 1 contract

Samples: Executive Employment Agreement (Rosetta Stone Inc)

Ownership of Property. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, invention disclosures, patent applications, copyrightable works (including mask works), trademarks, trade names and other source identifiers, and all registrations or applications related to the foregoing and all other proprietary information and all similar or related information (whether or not patentablepatentable and whether or not including trade secrets or other confidential information) that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or planned future products or services and that are conceived, developed, designed, made authored, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer or any of their respective Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the Company, Employer or such Subsidiary or Affiliate Affiliate, and Executive hereby assigns, and agrees to assign, all of the above Work Product Product, and all intellectual property embodied therein, to the Company, Employer or to such Subsidiary or Affiliate. Any Notwithstanding the foregoing, any copyrightable work authored or prepared in whole or in part by Executive in the course of his her work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright lawslaws of the United States, and the Company, Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is deemed not to be a “work made for hire,” Executive hereby assigns and agrees to assign to the Company, Employer or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable workwork and all intellectual property embodied therein. Executive shall promptly disclose such all Work Product and copyrightable work to the Board Board. Executive represents and warrants to the Company and Employer that she does not now nor has she ever owned, nor has she ever made, any materials prior to the Employment Period that relate to the Company’s, Employer’s or their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development or existing or planned future products or services. Executive hereby agrees to perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s ownership of any Work Product (including, without limitation, by executing assignments, consents, powers of attorney, and other instruments). Should the Company, Employer or such Subsidiary or Affiliate be unable to secure Executive’s signature on any document necessary to apply for, prosecute, obtain, or enforce any patent, copyright, or other right or protection relating to any Work Product, whether due to Executive’s mental or physical incapacity or any other cause, Executive hereby irrevocably designates and appoints the Company, Employer or such Subsidiary or Affiliate and each of its duly authorized officers and agents as her agent and attorney-in-fact, to act for an in Executive’s behalf and stead, to execute and file any such document, and to do all other lawfully permitted acts to further the prosecution, issuance, and enforcement of patents, copyrights, trademarks or other rights or protections with the same force and effect as if executed and delivered by Executive.

Appears in 1 contract

Samples: Senior Management Agreement (NPMC Holdings, LLC)

Ownership of Property. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s Employer or any of their respective Subsidiaries’ Subsidiaries or Affiliates’ actual Affiliates engaging in the Company Business or an anticipated businessbusiness in which the Company, Employer or any of their respective Subsidiaries or Affiliates have a Bona Fide Interest, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer or any of their respective Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the Company, Employer or such Subsidiary or Affiliate Affiliate, and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his Executive’s work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the Company, Employer or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) ), to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s ownership (including, without limitation, including assignments, consents, powers of attorney, and other instruments); provided, that the Company shall reimburse Executive for Executive’s reasonable and documented out-of-pocket expenses.

Appears in 1 contract

Samples: Senior Management Agreement (Maravai Lifesciences Holdings, Inc.)

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Ownership of Property. The Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, reports and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or Affiliates’ 's actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by the Executive (either solely or jointly with others) while employed by the Company, Employer or any of their respective Subsidiaries or Affiliates Company (including any of the foregoing that constitutes any proprietary information Confidential Information or recordsRecords) ("Work Product") belong to the Company, Employer or such Subsidiary or Affiliate and the Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by the Executive in the course of his work for any of the foregoing entities shall be deemed a "work made for hire" under the copyright laws, and the Company, Employer or such Subsidiary or Affiliate Company shall own all rights therein. To the extent that any such copyrightable work is not a "work made for hire," the Executive hereby assigns and agrees to assign to the Company, Employer or such Subsidiary or Affiliate Company all right, title, title and interest, including without limitation, copyright in and to such copyrightable work. The Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) Executive's term of employment), at Company's sole cost and expense, to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s 's ownership (including, without limitation, execution of assignments, consents, powers of attorney, attorney and other instruments). Notwithstanding anything contained in this Section 7.2 to the contrary, the Company's ownership of Work Product does not apply to any invention that the Executive develops entirely on his own time without using the equipment, supplies or facilities of the Company or any Confidential Information (including trade secrets). Executive shall further reasonably assist Company, at Company's expense, to further evidence, record and perfect the assignments set forth in this Section 7.2, and to perfect, obtain, maintain, enforce, and defend any rights specified to be so owned or assigned. To the extent allowed by law, this Section 7.2 includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights," "artist's rights," "droit moral," or the like (collectively "Moral Rights"). To the extent Executive retains any such Moral Rights regarding the Company Work Product under applicable law, Executive hereby ratifies and consents to any action that may be taken with respect to such Moral Rights regarding the Company Work Product by or authorized by Company and agrees not to assert any Moral Rights with respect thereto. Executive will confirm any such ratifications, consents and agreements from time to time as reasonably requested by Company, at Company's sole cost and expense.

Appears in 1 contract

Samples: Executive Employment Agreement (Qmed Inc)

Ownership of Property. Executive acknowledges expressly understands and agrees that any and all right, title or interest he has or obtains in any documentation, trade secrets, technical specifications, data, know-how, inventions, concepts, ideas, techniques, innovations, discoveries, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, memoranda, marketing plans, and all similar or related information (whether or not patentable) conceived, devised, developed, contributed to, made, reduced to practice or otherwise had or obtained by Executive (either solely or jointly with others) during the Term that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or Affiliatesits affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, madeservices, or reduced to practice by Executive (either solely or jointly that arise out of Executive’s employment with others) while employed by the Company, Employer Company or any of their respective Subsidiaries or Affiliates its affiliates (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the CompanyCompany or the respective affiliate, Employer or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Company or to such Subsidiary or Affiliateaffiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer Company or such Subsidiary or Affiliate affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns assigns, and agrees to assign assign, to the Company, Employer Company or such Subsidiary or Affiliate the respective affiliate all of his right, title, title and interest, including without limitation, copyright interest in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board Chief Executive Officer and perform all actions reasonably requested by the Board Chief Executive Officer (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliatethe respective affiliate’s ownership therein (including, without limitation, including executing and delivering any assignments, consents, powers of attorney, attorney and other instruments).

Appears in 1 contract

Samples: Employment Agreement (Neuro-Hitech, Inc.)

Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, reports and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s 's or any of their respective Subsidiaries’ or Affiliates’ its subsidiaries' actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer Company or any of their respective Subsidiaries or Affiliates its subsidiaries (including any of the foregoing that constitutes any proprietary information Proprietary Information or records) ("Work Product") belong to the Company, Employer Company or such Subsidiary or Affiliate subsidiary and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Company or to such Subsidiary or Affiliatesubsidiary. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a "work made for hire" under the copyright laws, and the Company, Employer Company or such Subsidiary or Affiliate subsidiary shall own all rights therein. To the extent that any such copyrightable work is not a "work made for hire," Executive hereby assigns and agrees to assign to the Company, Employer Company or such Subsidiary or Affiliate subsidiary all right, title, title and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board CEO and perform all actions reasonably requested by the Board CEO (whether during or after the Employment PeriodExecutive's term of Consulting) to establish and confirm the Company’s, Employer’s 's or such Subsidiary’s or Affiliate’s its subsidiary's ownership (including, without limitation, execution of assignments, consents, powers of attorney, attorney and other instruments). Notwithstanding anything contained in this Section 7.2 to the contrary, the Company's ownership of Work Product does not apply to any invention that Executive develops entirely on his own time without using the equipment, supplies or facilities of the Company or subsidiaries or any Proprietary Information (including trade secrets), except that the Company's ownership of Work Product does include those inventions that: (i) relate to the business of the Company or its subsidiaries or to the actual or demonstrably anticipated research or development relating to the Company's business; or (ii) result from any work that Executive performs for the Company or its subsidiaries.

Appears in 1 contract

Samples: Executive Consulting Agreement (Spindle, Inc.)

Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, reports and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s Corporation's or any of their respective its Subsidiaries’ or Affiliates’ ' actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer Corporation or any of their respective its Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information Proprietary Information or records) ("Work Product") belong to the Company, Employer Corporation or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Corporation or to such Subsidiary or AffiliateSubsidiary. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a "work made for hire” hire " under the copyright laws, and the Company, Employer Corporation or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a "work made for hire,” , " Executive hereby assigns and agrees to assign to the Company, Employer Corporation or such Subsidiary or Affiliate all right, title, title and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment PeriodExecutive's term of employment) to establish and confirm the Company’s, Employer’s Corporation's or such its Subsidiary’s or Affiliate’s 's ownership (including, without limitation, execution of assignments, consents, powers of attorney, attorney and other instruments). Notwithstanding anything contained in this Section 8(b) to the contrary, the Corporation's ownership of Work Product does not apply to any invention that Executive develops entirely on his own time without using the equipment, supplies or facilities of the Corporation or Subsidiaries or any Proprietary Information (including trade secrets), except that the Corporation's ownership of Work Product does include those inventions that: (i) relate to the business of the Corporation or its Subsidiaries or to the actual or demonstrably anticipated research or development relating to the Corporation's business; or (ii) result from any work that Executive performs for the Corporation or its Subsidiaries.

Appears in 1 contract

Samples: Executive Management Agreement (Dubuc Motors Inc.)

Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, reports and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s Corporation's or any of their respective its Subsidiaries’ or Affiliates’ ' actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer Corporation or any of their respective its Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information Proprietary Information or records) ("Work Product") belong to the Company, Employer Corporation or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Corporation or to such Subsidiary or AffiliateSubsidiary. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a "work made for hire” hire " under the copyright laws, and the Company, Employer Corporation or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a "work made for hire,” , " Executive hereby assigns and agrees to assign to the Company, Employer Corporation or such Subsidiary or Affiliate all right, title, title and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board Chief Executive Officer and perform all actions reasonably requested by the Board Chief Executive Officer (whether during or after the Employment PeriodExecutive's term of employment) to establish and confirm the Company’s, Employer’s Corporation's or such its Subsidiary’s or Affiliate’s 's ownership (including, without limitation, execution of assignments, consents, powers of attorney, attorney and other instruments). Notwithstanding anything contained in this Section 8(b) to the contrary, the Corporation's ownership of Work Product does not apply to any invention that Executive develops entirely on his own time without using the equipment, supplies or facilities of the Corporation or Subsidiaries or any Proprietary Information (including trade secrets), except that the Corporation's ownership of Work Product does include those inventions that: (i) relate to the business of the Corporation or its Subsidiaries or to the actual or demonstrably anticipated research or development relating to the Corporation's business; or (ii) result from any work that Executive performs for the Corporation or its Subsidiaries.

Appears in 1 contract

Samples: Executive Management Agreement (Dubuc Motors Inc.)

Ownership of Property. Executive Optionee acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s or any of their respective its Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or future products or services and that were or are conceived, developed, contributed to, made, or reduced to practice by Executive Optionee (either solely or jointly with others) while employed by or in the Company, Employer service of the Company or any of their respective its Subsidiaries or Affiliates (including, without limitation, prior to the date of this Agreement) (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the Company, Employer Company or such Subsidiary or Affiliate and Executive Optionee hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Company or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive Optionee in the course of his Optionee’s work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer Company or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive Optionee hereby assigns and agrees to assign to the Company, Employer Company or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive Optionee shall as promptly as practicable under the circumstances disclose such Work Product and copyrightable work to the Board Company and perform all actions reasonably requested by the Board Company (whether during or after Optionee’s employment with or service to the Employment PeriodCompany and its Subsidiaries) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).

Appears in 1 contract

Samples: Stock Option Award Agreement (Syniverse Technologies Inc)

Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, and all similar or related information (whether or not patentable) that relate to the Company’s's, Employer’s 's or any of their respective Subsidiaries' or Affiliates' actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer or any of their respective Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information or records) ("Work Product") belong to the Company, Employer or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his her work for any of the foregoing entities shall be deemed a "work made for hire" under the copyright laws, and the Company, Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a "work made for hire," Executive hereby assigns and agrees to assign to the Company, Employer or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s's, Employer’s 's or such Subsidiary’s 's or Affiliate’s 's ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).

Appears in 1 contract

Samples: Senior Management Agreement (Tsi Telecommunication Services Inc)

Ownership of Property. Executive Optionee acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processesprocesses , programs, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s 's or any of their respective its Subsidiaries' or Affiliates' actual or anticipated business, research and development, or existing or future products or services and that were or are conceived, developed, contributed to, made, or reduced to practice by Executive Optionee (either solely or jointly with others) while employed by or in the Company, Employer service of the Company or any of their respective its Subsidiaries or Affiliates (including, without limitation, prior to the date of this Agreement) (including any of the foregoing that constitutes any proprietary information or records) ("Work Product") belong to the Company, Employer Company or such Subsidiary or Affiliate and Executive Optionee hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Company or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive Optionee in the course of his Optionee 's work for any of the foregoing entities shall be deemed a "work made for hire" under the copyright laws, and the Company, Employer Company or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a "work made for hire,” Executive " Optionee hereby assigns and agrees to assign to the Company, Employer Company or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive Optionee shall as promptly as practicable under the circumstances disclose such Work Product and copyrightable work to the Board Company and perform all actions reasonably requested by the Board Company (whether during or after Optionee 's employment with or service to the Employment PeriodCompany and its Subsidiaries and Affiliates) to establish and confirm the Company’s, Employer’s 's or such Subsidiary’s 's or Affiliate’s Affiliate 's ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).. Notwithstanding the foregoing, to the extent the Optionee's principal place of business is California, Optionee understands that this Agreement does not require assignment of any Work Product to the extent such Work Product qualifies for protection under Section 2870 of the California Labor Code, the current text of each which is attached hereto as Exhibit B.

Appears in 1 contract

Samples: 2011 Equity Incentive (Syniverse Holdings Inc)

Ownership of Property. Executive Subject to Sections 4.1 and 4.6 in that certain Confidentiality, Invention Assignment, Non-Solicit, Non-Compete and Arbitration Agreement dated on or about the date hereof, by and between Employer and Employee, Employee acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or Affiliates’ actual or reasonably anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive Employee (either solely or jointly with others) while employed by the Company, Employer or any of their respective Subsidiaries or Affiliates or predecessors (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the Company, Employer or such Subsidiary or Affiliate Affiliate, and Executive Employee hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive Employee in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive Employee hereby assigns and agrees to assign to the Company, Employer or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive Employee shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s ownership (including, without limitation, including assignments, consents, powers of attorney, and other instruments).

Appears in 1 contract

Samples: Securities Agreement (Vivid Seats Inc.)

Ownership of Property. Executive Subject to Sections 4.1 and 4.6 in that certain Confidentiality, Invention Assignment, Non-Solicit, Non-Compete and Arbitration Agreement, by and between Employer and Employee, Employee acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or Affiliates’ actual or reasonably anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive Employee (either solely or jointly with others) while employed by the Company, Employer or any of their respective Subsidiaries or Affiliates or predecessors (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the Company, Employer or such Subsidiary or Affiliate Affiliate, and Executive Employee hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive Employee in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive Employee hereby assigns and agrees to assign to the Company, Employer or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive Employee shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s ownership (including, without limitation, including assignments, consents, powers of attorney, and other instruments).

Appears in 1 contract

Samples: Securities Agreement (Vivid Seats Inc.)

Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, reports and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s 's or any of their respective its Subsidiaries’ or Affiliates’ ' actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer Company or any of their respective its Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information Proprietary Information or records) (“Work Product”) belong to the Company, Employer Company or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Company or to such Subsidiary or AffiliateSubsidiary. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer Company or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the Company, Employer Company or such Subsidiary or Affiliate all right, title, title and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment PeriodExecutive's term of employment) to establish and confirm the Company’s, Employer’s 's or such its Subsidiary’s or Affiliate’s 's ownership (including, without limitation, execution of assignments, consents, powers of attorney, attorney and other instruments). Notwithstanding anything contained in this Section 8(b) to the contrary, the Company's ownership of Work Product does not apply to any invention that Executive develops entirely on his own time without using the equipment, supplies or facilities of the Company or Subsidiaries or any Proprietary Information (including trade secrets), except that the Company's ownership of Work Product does include those inventions that: (i) relate to the business of the Company or its Subsidiaries or to the actual or demonstrably anticipated research or development relating to the Company's business; or (ii) result from any work that Executive performs for the Company or its Subsidiaries.

Appears in 1 contract

Samples: Executive Employment Agreement (China Sun Group High-Tech Co)

Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s or any of their respective its Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer Company or any of their respective its Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the Company, Employer Company or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Company or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer Company or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the Company, Employer Company or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).

Appears in 1 contract

Samples: Employment Agreement (Rapid Roaming Co)

Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, reports and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s or any of their respective its Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer Company or any of their respective its Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information Proprietary Information or records) (“Work Product”) belong to the Company, Employer Company or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Company or to such Subsidiary or AffiliateSubsidiary. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer Company or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the Company, Employer Company or such Subsidiary or Affiliate all right, title, title and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board CEO and perform all actions reasonably requested by the Board CEO (whether during or after the Employment PeriodExecutive’s term of employment) to establish and confirm the Company’s, Employer’s or such its Subsidiary’s or Affiliate’s ownership (including, without limitation, execution of assignments, consents, powers of attorney, attorney and other instruments). Notwithstanding anything contained in this Section 8(b) to the contrary, the Company’s ownership of Work Product does not apply to any invention that Executive develops entirely on his own time without using the equipment, supplies or facilities of the Company or Subsidiaries or any Proprietary Information (including trade secrets), except that the Company’s ownership of Work Product does include those inventions that: (i) relate to the business of the Company or its Subsidiaries or to the actual or demonstrably anticipated research or development relating to the Company’s business; or (ii) result from any work that Executive performs for the Company or its Subsidiaries.

Appears in 1 contract

Samples: Executive Employment Agreement (Rosetta Stone Inc)

Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, and all similar or related information (whether or not patentable) that relate to the Company’s's, Employer’s 's or any of their respective Subsidiaries' or Affiliates' actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer or any of their respective Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”"WORK PRODUCT") belong to the Company, Employer or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his her work for any of the foregoing entities shall be deemed a "work made for hire" under the copyright laws, and the Company, Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a "work made for hire," Executive hereby assigns and agrees to assign to the Company, Employer or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s's, Employer’s 's or such Subsidiary’s 's or Affiliate’s 's ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).

Appears in 1 contract

Samples: Senior Management Agreement (Tsi Finance Inc)

Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s or any of their respective its Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer Company or any of their respective its Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the Company, Employer Company or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Company or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer Company or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the Company, Employer Company or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).the

Appears in 1 contract

Samples: Employment Agreement (Syniverse Holdings Inc)

Ownership of Property. Executive acknowledges expressly understands and agrees that any and all right, title or interest she has or obtains in any documentation, trade secrets, technical specifications, data, know-how, inventions, concepts, ideas, techniques, innovations, discoveries, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, memoranda, marketing plans, and all similar or related information (whether or not patentable) conceived, devised, developed, contributed to, made, reduced to practice or otherwise had or obtained by Executive (either solely or jointly with others) during the Employment Period that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or Affiliatesits affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, madeservices, or reduced to practice by Executive (either solely or jointly that arise out of Executive’s employment with others) while employed by the Company, Employer or any of their respective Subsidiaries or Affiliates its affiliates (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the Company, Employer or such Subsidiary or Affiliate the respective affiliate, and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer or to such Subsidiary or Affiliateaffiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his her work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer or such Subsidiary or Affiliate affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns assigns, and agrees to assign assign, to the Company, Employer or such Subsidiary or Affiliate the respective affiliate all of her right, title, title and interest, including without limitation, copyright interest in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board CEO or the COO and perform all actions reasonably requested by the Board CEO or the COO (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliatethe respective affiliate’s ownership therein (including, without limitation, including executing and delivering any assignments, consents, powers of attorney, attorney and other instruments).

Appears in 1 contract

Samples: Management Agreement (TNS Inc)

Ownership of Property. Executive acknowledges expressly understands and agrees that any and all right, title or interest he has or obtains in any documentation, trade secrets, technical specifications, data, know-how, inventions, concepts, ideas, techniques, innovations, discoveries, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, memoranda, marketing plans, and all similar or related information (whether or not patentable) conceived, devised, developed, contributed to, made, reduced to practice or otherwise had or obtained by Executive (either solely or jointly with others) during the Employment Period that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or Affiliatesits affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, madeservices, or reduced to practice by Executive (either solely or jointly that arise out of Executive’s employment with others) while employed by the Company, Employer or any of their respective Subsidiaries or Affiliates its affiliates (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the Company, Employer or such Subsidiary or Affiliate the respective affiliate, and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer or to such Subsidiary or Affiliateaffiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer or such Subsidiary or Affiliate affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns assigns, and agrees to assign assign, to the Company, Employer or such Subsidiary or Affiliate the respective affiliate all of his right, title, title and interest, including without limitation, copyright interest in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board CEO, the COO or the Corporation’s General Counsel and perform all actions reasonably requested by the Board CEO, the COO or the Corporation’s General Counsel (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliatethe respective affiliate’s ownership therein (including, without limitation, including executing and delivering any assignments, consents, powers of attorney, attorney and other instruments).

Appears in 1 contract

Samples: Management Agreement (TNS Inc)

Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, reports and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s or any of their respective its Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by in the Company, Employer course of her work for the Company or any of their respective its Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information Proprietary Information or records) (“Work Product”) belong to the Company, Employer Company or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Company or to such Subsidiary or AffiliateSubsidiary. Any copyrightable work prepared in whole or in part by Executive in the course of his her work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer Company or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the Company, Employer Company or such Subsidiary or Affiliate all right, title, title and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board CEO and perform all actions reasonably requested by the Board CEO (whether during or after the Employment PeriodExecutive’s term of employment) to establish and confirm the Company’s, Employer’s or such its Subsidiary’s or Affiliate’s ownership (including, without limitation, execution of assignments, consents, powers of attorney, attorney and other instruments). Notwithstanding anything contained in this Section 8(b) to the contrary, the Company’s ownership of Work Product does not apply to any invention that Executive develops entirely on her own time without using the equipment, supplies or facilities of the Company or Subsidiaries or any Proprietary Information (including trade secrets), except that the Company’s ownership of Work Product does include those inventions that: (i) relate to the business of the Company or its Subsidiaries or to the actual or demonstrably anticipated research or development relating to the Company’s business; or (ii) result from any work that Executive performs for the Company or its Subsidiaries.

Appears in 1 contract

Samples: Executive Employment Agreement (Rosetta Stone Inc)

Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s 's or any of their respective its Subsidiaries' or Affiliates' actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer Company or any of their respective its Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information or records) ("Work Product") belong to the Company, Employer Company or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work xxxxx.Xxxx Product to the Company, Employer Company or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a "work made for hire" under the copyright laws, and the Company, Employer Company or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a "work made for hire,” Executive hire,"Executive hereby assigns and agrees to assign to the Company, Employer Company or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s 's or such Subsidiary’s 's or Affiliate’s 's ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).

Appears in 1 contract

Samples: Employment Agreement (Syniverse Holdings Inc)

Ownership of Property. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, invention disclosures, patent applications, copyrightable works (including mask works), trademarks, trade names and other source identifiers, and all registrations or applications related to the foregoing and all other proprietary information and all similar or related information (whether or not patentablepatentable and whether or not including trade secrets or other confidential information) that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or planned future products or services and that are conceived, developed, designed, made authored, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer or any of their respective Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the Company, ; Employer or such Subsidiary or Affiliate Affiliate, and Executive hereby assigns, and agrees to assign, all of the above Work Product Product, and all intellectual property embodied therein, to the Company, Employer or to such Subsidiary or Affiliate. Any Notwithstanding the foregoing, any copyrightable work authored or prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright lawslaws of the United States, and the Company, Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is deemed not to be a “work made for hire,” Executive hereby assigns and agrees to assign to the Company, Employer or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright interest in and to such copyrightable workwork and all intellectual property embodied therein. Executive shall promptly disclose such all Work Product and copyrightable work to the Board Board. Executive represents and warrants to the Company and Employer that he does not now nor has he ever owned, nor has he ever made, any materials prior to the Employment Period that relate to the Company’s, Employer’s or their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development or existing or planned future products or services. Executive hereby agrees to perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s ownership of any Work Product (including, without limitation, by executing assignments, consents, powers of attorney, and other instruments). Should the Company, Employer or such Subsidiary or Affiliate be unable to secure Executive’s signature on any document necessary to apply for, prosecute, obtain, or enforce any patent, copyright, or other right or protection relating to any Work Product, whether due to Executive’s mental or physical incapacity or any other cause, Executive hereby irrevocably designates and appoints the Company, Employer or such Subsidiary or Affiliate and each of its duly authorized officers and agents as his agent and attorney-in-fact, to act for an in Executive’s behalf and stead, to execute and file any such document, and to do all other lawfully permitted acts to further the prosecution, issuance, and enforcement of patents, copyrights, trademarks or other rights or protections with the same force and effect as if executed and delivered by Executive.

Appears in 1 contract

Samples: Senior Management Agreement (NPMC Holdings, LLC)

Ownership of Property. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer or any of their respective Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong belonging to the Company, Employer or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the Company, Employer or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).

Appears in 1 contract

Samples: Employment Agreement (Prestige Brands Holdings, Inc.)

Ownership of Property. Executive Optionee acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s or any of their respective its Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or future products or services and that were or are conceived, developed, contributed to, made, or reduced to practice by Executive Optionee (either solely or jointly with others) while employed by or in the Company, Employer service of the Company or any of their respective its Subsidiaries or Affiliates (including, without limitation, prior to the date of this Agreement) (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the Company, Employer Company or such Subsidiary or Affiliate and Executive Optionee hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer Company or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive Optionee in the course of his Optionee’s work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer Company or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive Optionee hereby assigns and agrees to assign to the Company, Employer Company or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive Optionee shall as promptly as practicable under the circumstances disclose such Work Product and copyrightable work to the Board Company and perform all actions reasonably requested by the Board Company (whether during or after Optionee’s employment with or service to the Employment PeriodCompany and its Subsidiaries and Affiliates) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).. Notwithstanding the foregoing, to the extent the Optionee’s principal place of business is California or Illinois, Optionee understands that this Agreement does not require assignment of any Work Product to the extent such Work Product qualifies for protection under Section 2870 of the California Labor Code or 765 Illinois Compiled Statutes 1060, as applicable, the current text of each which is attached hereto as Exhibit B.

Appears in 1 contract

Samples: 2011 Equity Incentive Plan (Syniverse Holdings Inc)

Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s or any of their respective its Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by during the Company, Employer or any of their respective Subsidiaries or Affiliates Employment Period (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the Company, Employer its Subsidiaries or such Subsidiary or Affiliate Affiliates and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer its Subsidiaries or to such Subsidiary or AffiliateAffiliates. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer Company or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the Company, Employer Company or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).

Appears in 1 contract

Samples: Executive Unit Agreement (Maxum Petroleum Holdings, Inc.)

Ownership of Property. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer or any of their respective Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the Company, Employer or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his her work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the Company, Employer or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).

Appears in 1 contract

Samples: Prestige Brands International, LLC

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