Common use of Protection of Inventions Clause in Contracts

Protection of Inventions. With respect to Inventions, Employee agrees and covenants as follows: (a) During Employee’s employment with the Employer and for a period of twenty-four (24) months thereafter, Employee shall promptly report and disclose to the Employer in writing, in sufficient detail as requested by the Employer, all Inventions; (b) Employee acknowledges and agrees that all Inventions are the sole and exclusive property of the Employer; (c) Employee agrees to assign, and hereby automatically assigns, without further consideration, to the Employer any and all right, title and interest in and to all Inventions; provided, however, that this Agreement shall not apply to any Invention: (i) for which no property of the Employer was used; (ii) which was developed entirely on Employee’s own time; and (iii) which does not in any way relate to the Employer’s Business or its actual or demonstrable anticipated research or development; (d) The Employer and its successors and assigns shall have the right to obtain and hold in its or their own name all copyright registrations, trademark registrations, patents and any other protection available to the Inventions; (e) Employee acknowledges and agrees to perform, upon reasonable request of the Employer, both during and after employment, all further acts as may be necessary or desirable to transfer, perfect or defend the Employer’s ownership of Inventions, including, but not limited to: (i) executing, acknowledging and delivering any requested affidavits and documents of assignment and conveyance; (ii) assisting in the preparation, prosecution, procurement, maintenance and enforcement of all copyrights and/or patents with respect to Inventions; (iii) providing testimony in connection with any proceeding affecting the right, title or interest of the Employer in any Invention; and (iv) performing any other act deemed necessary or desirable to carry out the purpose of this covenant; and (f) Employee represents and warrants to the Employer that Employee has not conceived any Invention or acquired any ownership interest in any Invention except as disclosed in writing to Employer. If an Invention is not so disclosed in writing to Employer, any Invention conceived by Employee or in which Employee obtains an interest during his employment will conclusively be presumed to be an Employer Invention. If Employee incorporates an Invention so disclosed in writing into the Employer’s business, either with or without the Employer’s prior written consent, Employee hereby grants to the Employer a non-exclusive, paid-up, royalty-free, irrevocable, worldwide license (with rights to sublicense through multiple tiers of sub-licensees) to make, have made, modify, use, sell, copy and create derivative works of such Invention.

Protection of Inventions. With respect to Inventions, Employee agrees and covenants as follows: (a) During Employee’s employment with the Employer and for a period of twenty-four (24) months thereafter, Employee shall promptly report and disclose to the Employer in writing, in sufficient detail as requested by the Employer, all Inventions; (b) Employee acknowledges and agrees that all Inventions are the sole and exclusive property of the Employer; (c) Employee agrees to assign, and hereby automatically assigns, without further consideration, to the Employer any and all right, title and interest in and to all Inventions; provided, however, that this Agreement shall not apply to any Invention: (i) for which no property of the Employer was used; (ii) which was developed entirely on Employee’s own time; and (iii) which does not in any way relate to the Employer’s Business or its actual or demonstrable anticipated research or development; (d) The Employer and its successors and assigns shall have the right to obtain and hold in its or their own name all copyright registrations, trademark registrations, patents and any other protection available to the Inventions; (e) Employee acknowledges and agrees to perform, upon reasonable request of the Employer, both during and after employment, all further acts as may be necessary or desirable to transfer, perfect or defend the Employer’s ownership of Inventions, including, but not limited to: (i) executing, acknowledging and delivering any requested affidavits and documents of assignment and conveyance; (ii) assisting in the preparation, prosecution, procurement, maintenance and enforcement of all copyrights and/or patents with respect to Inventions; (iii) providing testimony in connection with any proceeding affecting the right, title or interest of the Employer in any Invention; and (iv) performing any other act deemed necessary or desirable to carry out the purpose of this covenant; and (f) Employee represents and warrants to the Employer that Employee has not conceived any Invention or acquired any ownership interest in any Invention except as disclosed in writing to Employer. If an Invention is not so disclosed in writing to Employer, any Invention conceived by Employee or in which Employee obtains an interest during his her employment will conclusively be presumed to be an Employer Invention. If Employee incorporates an Invention so disclosed in writing into the Employer’s business, either with or without the Employer’s prior written consent, Employee hereby grants to the Employer a non-exclusive, paid-up, royalty-free, irrevocable, worldwide license (with rights to sublicense through multiple tiers of sub-licensees) to make, have made, modify, use, sell, copy and create derivative works of such Invention.