Common use of Ownership of Works Clause in Contracts

Ownership of Works. Company owns all right, title and interest, including without limitation trade secrets, patents and copyrights, in the following works that Employee creates, makes, conceives or reduces to practice, solely or jointly (i) works that are created using Company's facilities, supplies, information, trade secrets or time, (ii) works that relate directly or indirectly to or arise out of the actual or proposed business of Company, including, without limitation the research and development activities of Company, (iii) works that relate directly or indirectly to or arise out of any task assigned to Employee or work Employee performs for Company or (iv) works that are based on Confidential Information (collectively "Works"). Because these Works will inevitably be based upon or somehow involve Company's business, products, services or methodologies, Employee agrees that the Works will belong to the Company even if Employee creates, makes, conceives or reduces them to practice on his or her own time, using his or her own equipment, on Company's premises or elsewhere or after termination of Employee's employment with or by Company. The Works belonging to Company, include, without limitation program code and documentation. Employee will promptly provide full written disclosure to an officer of Company of any Works Employee creates, makes, conceives or reduces to practice, solely or jointly. To the extent that the Works do not qualify as works made for hire under U.S. copyright law, Employee irrevocably assigns to Company the ownership of, and all rights of copyright in, the Works. Company will have the right to hold in its own name all rights in the Works, including without limitation all rights of copyright, trade secrets and trademark. Employee also waives all claims to moral rights in any Works. Employee acknowledges and agrees that any and all patents, patent applications or other intellectual property rights relating to the Works are to be the exclusive property of Company.