Ownership of Work. 10.1. The Consultant hereby assigns to the Company the Consultant’s entire right, title and interest in and to all discoveries and improvements, patentable or otherwise, trade secrets and ideas, writings and copyrightable material, which may be conceived by the Consultant or developed or acquired by the Consultant during the Term of this Agreement, which may pertain directly or indirectly to the business of the Company or any of its subsidiaries, parent company, or affiliates (the “Work Product”). The Consultant agrees to disclose fully all such developments to the Company upon its request, which disclosure shall be made in writing promptly following any such request. The Consultant shall, upon the Company's request, execute, acknowledge and deliver to the Company all instruments and do all other acts which are necessary or desirable to enable the Company or any of its subsidiaries to file and prosecute applications for, and to acquire, maintain and enforce, all patents, trademarks and copyrights in all countries in connection with any component of the Work Product. 10.2. The Consultant agrees to assign, on an ongoing basis throughout the Term of the Agreement, exclusively to the Company in perpetuity, all right, title and interest of any kind whatsoever, in and to the Work Product, including any and all copyrights thereto (and the exclusive right to register copyrights). Accordingly, all rights in and to the Work Product, including any materials derived therefrom or based thereon and regardless of whether any such Work Product is actually used by the Company, shall from its creation be owned exclusively by the Company, and the Consultant will not have or claim to have any rights of any kind whatsoever in such Work Product. Without limiting the generality of the foregoing, Consultant will not make any use of any of the Work Product in any manner whatsoever without the Company’s prior written consent, which may be withheld at the sole discretion of the Company.
Appears in 15 contracts
Samples: Independent Contractor Agreement (Portlogic Systems Inc.), Independent Contractor Agreement (Portlogic Systems Inc.), Independent Contractor Agreement (Punchline Entertainment, Inc.)
Ownership of Work. 10.1. The Consultant Director hereby assigns to the Company the Consultant’s his entire right, title and interest in and to all discoveries and improvements, patentable or otherwise, trade secrets and ideas, writings and copyrightable material, which may be conceived by the Consultant Director or developed or acquired by the Consultant him during the Term of this Agreement, which may pertain directly or indirectly to the business of the Company or any of its subsidiaries, parent company, or affiliates (the “Work Product”). The Consultant Director agrees to disclose fully all such developments to the Company upon the request of the board of directors of the Company, its requestChief Executive Officer, or its Chief Financial Officer, which disclosure shall be made in writing promptly following any such request. The Consultant Director shall, upon the request of the Company's request, its Chief Executive Officer, or its Chief Financial Officer, execute, acknowledge and deliver to the Company all instruments and do all other acts which are necessary or desirable to enable the Company or any of its subsidiaries to file and prosecute applications for, and to acquire, maintain and enforce, all patents, trademarks and copyrights in all countries in connection with any component of the Work Product.
10.2. The Consultant Director agrees to assign, on an ongoing basis throughout the Term of the Agreement, exclusively to the Company in perpetuity, all right, title and interest of any kind whatsoever, in and to the Work Product, including any and all copyrights thereto (and the exclusive right to register copyrights). Accordingly, all rights in and to the Work Product, including any materials derived therefrom or based thereon and regardless of whether any such Work Product is actually used by the Company, shall from its creation be owned exclusively by the Company, and the Consultant Director will not have or claim to have any rights of any kind whatsoever in such Work Product. Without limiting the generality of the foregoing, Consultant Director will not make any use of any of the Work Product in any manner whatsoever without the Company’s prior written consent, which may be withheld at the sole discretion of the Company.
Appears in 8 contracts
Samples: Director Service Agreement (Portlogic Systems Inc.), Director Service Agreement (Portlogic Systems Inc.), Director Service Agreement (Portlogic Systems Inc.)
Ownership of Work. 10.1. The Consultant hereby assigns to the Company the Consultant’s his entire right, title and interest in and to all discoveries and improvements, patentable or otherwise, trade secrets and ideas, writings and copyrightable material, which may be conceived by the Consultant or developed or acquired by the Consultant him during the Term of this Agreement, which may pertain directly or indirectly to the business of the Company or any of its subsidiaries, parent company, or affiliates (the “Work Product”). The Consultant agrees to disclose fully all such developments to the Company upon its request, which disclosure shall be made in writing promptly following any such request. The Consultant shall, upon the Company's request, execute, acknowledge and deliver to the Company all instruments and do all other acts which are necessary or desirable to enable the Company or any of its subsidiaries to file and prosecute applications for, and to acquire, maintain and enforce, all patents, trademarks and copyrights in all countries in connection with any component of the Work Product.
10.2. The Consultant agrees to assign, on an ongoing basis throughout the Term of the Agreement, exclusively to the Company in perpetuity, all right, title and interest of any kind whatsoever, in and to the Work Product, including any and all copyrights thereto (and the exclusive right to register copyrights). Accordingly, all rights in and to the Work Product, including any materials derived therefrom or based thereon and regardless of whether any such Work Product is actually used by the Company, shall from its creation be owned exclusively by the Company, and the Consultant will not have or claim to have any rights of any kind whatsoever in such Work Product. Without limiting the generality of the foregoing, Consultant will not make any use of any of the Work Product in any manner whatsoever without the Company’s prior written consent, which may be withheld at the sole discretion of the Company.
Appears in 8 contracts
Samples: Independent Contractor Agreement (First Source Data, Inc.), Independent Contractor Agreement (First Source Data, Inc.), Independent Contractor Agreement (First Source Data, Inc.)
Ownership of Work. 10.1. The Consultant a) CyberCash shall own and you hereby assigns assign to CyberCash all right, title and interest in any invention, technique, process, device, discovery, improvement or know-how, patentable or not, including all trade secrets and copyrights, in and to the Company following works created by you on CyberCash premises or at any other location: (i) works that relate to or are derived from the Consultant’s actual or anticipated business of CyberCash, and (ii) works that result from or are derived from any services performed by you or, if not actually performed, services requested by CyberCash to be so performed (collectively the "Contract Work"). CyberCash shall own such Contract Work even if you create such Contract Work outside normal working hours and regardless of the ownership of the equipment used to create such Contract Work. Such Contract Work shall include program codes and documentation.
b) To the extent that any such Contract Work does not qualify as works made for hire under U.S. copyright law, you hereby assign to CyberCash and agree to assign to CyberCash, irrevocably and in perpetuity, any and all right, title and
c) If you alone or jointly with others make or conceive of any invention, technique, process, or other know-how, whether patentable or not, in the course of your employment, which relates in any manner to the actual or anticipated business of CyberCash (collectively, "Inventions"), you hereby assign to CyberCash your entire right, title and interest in such Inventions. You will disclose any such Inventions to an officer of CyberCash and will, upon request, promptly sign a specific assignment of title to all discoveries CyberCash, and improvements, patentable or otherwisedo anything else reasonably necessary to enable CyberCash to secure patent, trade secrets secret or any other proprietary rights in the United States or foreign countries.
d) You hereby agree, at CyberCash's request, to assist CyberCash and ideasits nominees to secure, writings maintain, and copyrightable materialdefend for CyberCash's own benefit all copyrights and patents, which may be conceived by and other proprietary rights in the Consultant Contract Work in any and all countries. Your obligations to assist CyberCash in obtaining and enforcing its proprietary rights in the Contract Work shall continue beyond the termination or developed or acquired by the Consultant during the Term expiration of this Agreement, but CyberCash shall compensate you for any assistance rendered after such expiration or termination at a reasonable rate for time actually spent by you at CyberCash's request.
e) You understand that you may continue to work on, and retain rights to, projects of your own interest outside of CyberCash which may pertain directly do not in any way compete or indirectly to conflict with the current or planned business of CyberCash provided that (i) they do not fall under the Company or any paragraphs titled "Ownership of its subsidiaries, parent company, or affiliates Works" above; and (the “Work Product”). The Consultant agrees to disclose fully all such developments to the Company upon its request, which disclosure shall be made in writing promptly following any such request. The Consultant shall, upon the Company's request, execute, acknowledge and deliver to the Company all instruments and ii) they do all other acts which are necessary or desirable to enable the Company or any of its subsidiaries to file and prosecute applications for, and to acquire, maintain and enforce, all patents, trademarks and copyrights in all countries in connection with any component of the Work Product.
10.2. The Consultant agrees to assign, on an ongoing basis throughout the Term of the Agreement, exclusively to the Company in perpetuity, all right, title and interest of any kind whatsoever, in and to the Work Product, including any and all copyrights thereto (and the exclusive right to register copyrights). Accordingly, all rights in and to the Work Product, including any materials derived therefrom or based thereon and regardless of whether any such Work Product is actually used by the Company, shall from its creation be owned exclusively by the Company, and the Consultant will not have or claim to have any rights of any kind whatsoever in such Work Product. Without limiting the generality of the foregoing, Consultant will not make any use of any of the Work Product interfere in any manner whatsoever without way with your time at work or duties for CyberCash. You understand that you are not permitted to engage in any outside business activities while employed by CyberCash which compete with or conflict with the Company’s prior written consent, which may be withheld at the sole discretion current or planned business of the CompanyCyberCash.
Appears in 2 contracts
Samples: Merger Agreement (Cybercash Inc), Employment Agreement (Cybercash Inc)
Ownership of Work. 10.1. The Consultant hereby assigns to the Company the Consultant’s 's entire right, title and interest in and to all discoveries and improvements, patentable or otherwise, trade secrets and ideas, writings and copyrightable material, which may be conceived by the Consultant or developed or acquired by the Consultant during the Term of this Agreement, which may pertain directly or indirectly to the business of the Company or any of its subsidiaries, parent company, or affiliates (the “"Work Product”"). The Consultant agrees to disclose fully all such developments to the Company upon its request, which disclosure shall be made in writing promptly following any such request. The Consultant shall, upon the Company's request, execute, acknowledge and deliver to the Company all instruments and do all other acts which are necessary or desirable to enable the Company or any of its subsidiaries to file and prosecute applications for, and to acquire, maintain and enforce, all patents, trademarks and copyrights in all countries in connection with any component of the Work Product.
10.2. The Consultant agrees to assign, on an ongoing basis throughout the Term of the Agreement, exclusively to the Company in perpetuity, all right, title and interest of any kind whatsoever, in and to the Work Product, including any and all copyrights thereto (and the exclusive right to register copyrights). Accordingly, all rights in and to the Work Product, including any materials derived therefrom or based thereon and regardless of whether any such Work Product is actually used by the Company, shall from its creation be owned exclusively by the Company, and the Consultant will not have or claim to have any rights of any kind whatsoever in such Work Product. Without limiting the generality of the foregoing, Consultant will not make any use of any of the Work Product in any manner whatsoever without the Company’s 's prior written consent, which may be withheld at the sole discretion of the Company.
10.3. Notwithstanding the foregoing, the Company acknowledges that the Consultant does not work on an exclusive basis. Any Work Product attributable to the Consultant's other and pre-existing customers (the "Other Clients") are excluded from paragraphs 10.1 and 10.2.
Appears in 2 contracts
Samples: Independent Contractor Agreement (Psychic Friends Network Inc.), Independent Contractor Agreement (Psychic Friends Network Inc.)
Ownership of Work. 10.1. a) The Consultant Company shall own and you hereby assigns assign to the Company all right, title and interest in any invention, technique, process, device, discovery, improvement or know-how, patentable or not, including all trade secrets and copyrights, in and to the Consultant’s following works created by you during the term of your employment on the Company's premises or at any other location: (i) works that relate to or are derived from the actual or anticipated business of the Company, and (ii) works that result from or are derived from any services performed by you or, if not actually performed, services requested by the Company to be so performed (collectively the "Contract Work"). The Company shall own such Contract Work even if you create such Contract Work outside normal working hours and regardless of the ownership of the equipment used to create such Contract Work. Such Contract Work shall include program codes and documentation.
b) To the extent that any such Contract Work does not qualify as works made for hire under U.S. copyright law, you hereby assign to the Company and agree to assign to the Company, irrevocably and in perpetuity, any and all right, title and interest that you may have in and to the Contract Work. Promptly upon the Company's request, you agree that you will execute any appropriate assignment document.
c) If you alone or jointly with others make or conceive of any invention, technique, process, or other know-how, whether patentable or not, in the course of your employment, which relates in any manner to the actual or anticipated business of the Company (collectively, "Inventions"), you hereby assign to the Company your entire right, title and interest in and such Inventions. You will disclose any such Inventions to all discoveries and improvements, patentable or otherwise, trade secrets and ideas, writings and copyrightable material, which may be conceived by the Consultant or developed or acquired by the Consultant during the Term of this Agreement, which may pertain directly or indirectly to the business an officer of the Company and will, upon request, promptly sign a specific assignment of title to the Company, and do anything else reasonably necessary to enable the Company to secure patent, trade secret or any of its subsidiariesother proprietary rights in the United States or foreign countries.
d) You hereby agree, parent company, or affiliates (the “Work Product”). The Consultant agrees to disclose fully all such developments to the Company upon its request, which disclosure shall be made in writing promptly following any such request. The Consultant shall, upon at the Company's request, execute, acknowledge and deliver to assist the Company all instruments and do all other acts which are necessary or desirable its nominees to enable the Company or any of its subsidiaries to file and prosecute applications forsecure, maintain, and to acquire, maintain defend for the Company's own benefit all copyrights and enforce, all patents, trademarks and copyrights other proprietary rights in the Contract Work in any and all countries in connection with any component of the Work Product.
10.2countries. The Consultant agrees Your obligations to assign, on an ongoing basis throughout the Term of the Agreement, exclusively to assist the Company in perpetuity, all right, title obtaining and interest of any kind whatsoever, in and to the Work Product, including any and all copyrights thereto (and the exclusive right to register copyrights). Accordingly, all enforcing its proprietary rights in the Contract Work shall continue beyond the termination or expiration of this Agreement, but the Company shall compensate you for any assistance rendered after such expiration or termination at a reasonable rate for time actually spent by you at the Company's request.
e) You understand that you may continue to work on, and retain rights to, projects of your own interest outside of the Company which do not in any way compete or conflict with the current or planned business of the Company provided that (i) they do not fall under the paragraphs titled "Ownership of Works" above; and (ii) they do not interfere in any way with your time at work or duties for the Company. You understand that you are not permitted to the Work Product, including engage in any materials derived therefrom or based thereon and regardless of whether any such Work Product is actually used outside business activities while employed by the Company, shall from its creation be owned exclusively by Company which compete with or conflict with the Company, and the Consultant will not have current or claim to have any rights of any kind whatsoever in such Work Product. Without limiting the generality of the foregoing, Consultant will not make any use of any of the Work Product in any manner whatsoever without the Company’s prior written consent, which may be withheld at the sole discretion planned business of the Company.
Appears in 2 contracts
Samples: Employment Agreement (Cybercash Inc), Employment Agreement (Cybercash Inc)
Ownership of Work. 10.1. The Consultant hereby assigns to the Company the Consultant’s entire right, title and interest in and to all discoveries and improvements, patentable or otherwise, trade secrets and ideas, writings and copyrightable material, which may be conceived by the Consultant or developed or acquired by the Consultant during the Term of this Agreement, which may pertain directly or indirectly to the business of the Company or any of its subsidiaries, parent company, or affiliates (the “Work Product”). The Consultant agrees to disclose fully all such developments to the Company upon its request, which disclosure shall be made in writing promptly following any such request. The Consultant shall, upon the Company's request, execute, acknowledge and deliver to the Company all instruments and do all other acts which are necessary or desirable to enable the Company or any of its subsidiaries to file and prosecute applications for, and to acquire, maintain and enforce, all patents, trademarks and copyrights in all countries in connection with any component of the Work Product.
10.2. The Consultant agrees to assign, on an ongoing basis throughout the Term of the Agreement, exclusively to the Company in perpetuity, all right, title and interest of any kind whatsoever, in and to the Work Product, including any and all copyrights thereto (and the exclusive right to register copyrights). Accordingly, all rights in and to the Work Product, including any materials derived therefrom or based thereon and regardless of whether any such Work Product is actually used by the Company, shall from its creation be owned exclusively by the Company, and the Consultant will not have or claim to have any rights of any kind whatsoever in such Work Product. Without limiting the generality of the foregoing, Consultant will not make any use of any of the Work Product in any manner whatsoever without the Company’s prior written consent, which may be withheld at the sole discretion of the Company.
10.3. Notwithstanding the foregoing, the Company acknowledges that the Consultant does not work on an exclusive basis. Any Work Product attributable to the Consultant’s other and pre-existing customers (the “Other Clients”) are excluded from paragraphs 10.1 and 10.2.
Appears in 1 contract
Samples: Independent Contractor Agreement (Portlogic Systems Inc.)
Ownership of Work. 10.1. The Consultant hereby assigns to the Company the Company, Consultant’s entire right, title and interest in and to all discoveries and improvements, patentable or otherwise, trade secrets and ideas, writings and copyrightable material, which may be conceived by the Consultant or developed or acquired by the Consultant during the Term of this Agreement, which may pertain directly or indirectly to the business of the Company or any of its subsidiaries, parent company, or affiliates (the “Work Product”). The Consultant agrees to disclose fully all such developments to the Company upon its request, which disclosure shall be made in writing promptly following any such request. The Consultant shall, upon the Company's request, execute, acknowledge and deliver to the Company all instruments and do all other acts which are necessary or desirable to enable the Company or any of its subsidiaries to file and prosecute applications for, and to acquire, maintain and enforce, all patents, trademarks and copyrights in all countries in connection with any component of the Work Product.
10.2. The Consultant agrees to assign, on an ongoing basis throughout the Term of the Agreement, exclusively to the Company in perpetuity, all right, title and interest of any kind whatsoever, in and to the Work Product, including any and all copyrights thereto (and the exclusive right to register copyrights). Accordingly, all rights in and to the Work Product, including any materials derived therefrom or based thereon and regardless of whether any such Work Product is actually used by the Company, shall from its creation be owned exclusively by the Company, and the Consultant will not have or claim to have any rights of any kind whatsoever in such Work Product. Without limiting the generality of the foregoing, Consultant will not make any use of any of the Work Product in any manner whatsoever without the Company’s prior written consent, which may be withheld at the sole discretion of the Company.
10.3. Notwithstanding the foregoing, Company acknowledges that Consultant does not work on an exclusive basis. Any Work Product attributable to the Consultant’s other and pre-existing customers (the “Other Clients”) are excluded from Paragraphs 10.1 and 10.2.
Appears in 1 contract
Samples: Independent Contractor Agreement (Development Capital Group, Inc.)
Ownership of Work. 10.1. The Consultant Director hereby assigns to the Company the Consultant’s his entire right, title and interest in and to all discoveries and improvements, patentable or otherwise, trade secrets and ideas, writings and copyrightable material, which may be conceived by the Consultant Director or developed or acquired by the Consultant him during the Term of this AgreementTerm, which may pertain directly or indirectly to the business of the Company or any of its subsidiaries, parent company, or affiliates (the “Work Product”). The Consultant Director agrees to disclose fully all such developments to the Company upon the request of the board of directors of the Company, its requestChief Executive Officer, or its Chief Financial Officer, which disclosure shall be made in writing promptly following any such request. The Consultant Director shall, upon the request of the Company's request, its Chief Executive Officer, or its Chief Financial Officer, execute, acknowledge and deliver to the Company all instruments and do all other acts which are necessary or desirable to enable the Company or any of its subsidiaries to file and prosecute applications for, and to acquire, maintain and enforce, all patents, trademarks and copyrights in all countries in connection with any component of the Work Product.
10.2. The Consultant Director agrees to assign, on an ongoing basis throughout the Term of the AgreementTerm, exclusively to the Company in perpetuity, all right, title and interest of any kind whatsoever, in and to the Work Product, including any and all copyrights thereto (and the exclusive right to register copyrights). Accordingly, all rights in and to the Work Product, including any materials derived therefrom or based thereon and regardless of whether any such Work Product is actually used by the Company, shall from its creation be owned exclusively by the Company, and the Consultant Director will not have or claim to have any rights of any kind whatsoever in such Work Product. Without limiting the generality of the foregoing, Consultant Director will not make any use of any of the Work Product in any manner whatsoever without the Company’s prior written consent, which may be withheld at the sole discretion of the Company.
Appears in 1 contract
Samples: Director Service Agreement (Organicell Regenerative Medicine, Inc.)