RipeLocker Developments Clause Samples

RipeLocker Developments. (a) AgroFresh will promptly disclose in writing to RipeLocker and Consultant, all RipeLocker Developments, and agrees that all RipeLocker Developments (but excluding, for the avoidance of doubt, any Developments that relate to the AgroFresh Business) shall be the sole property of RipeLocker. (b) AgroFresh agrees to assign and hereby assigns to RipeLocker all title, patents, patent rights, copyrights, trade secret rights and other intellectual or industrial property rights of any sort anywhere in the world to all RipeLocker Developments (collectively, “RipeLocker Rights”). RipeLocker shall be the sole owner of all RipeLocker Rights. Without limiting the generality of the foregoing, AgroFresh acknowledges and agrees that all such RipeLocker Developments shall be deemed to be “works made for hire” within the meaning of the United States Copyright Act, and the copyright and all other RipeLocker Rights to such RipeLocker Developments shall be owned solely, completely and exclusively by RipeLocker. Any assignment of copyright hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively, “RipeLocker Moral Rights”). To the extent such RipeLocker Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where moral rights exist, AgroFresh hereby waives such RipeLocker Moral Rights and consents to any action of RipeLocker that would violate such RipeLocker Moral Rights in the absence of such consent. AgroFresh will confirm any such waivers and consents from time to time as requested by RipeLocker. Notwithstanding the foregoing provisions of this Section 3.3, RipeLocker hereby grants (and shall execute and deliver to AgroFresh such further agreements or other documents as AgroFresh may deem reasonably necessary from time to time to evidence such grant) AgroFresh a perpetual, worldwide, royalty-free, non-exclusive sublicensable right and license to exploit and exercise all RipeLocker Developments and RipeLocker Rights thereto (including any modifications, improvements and derivatives thereof), solely in connection with the AgroFresh Business. (c) AgroFresh agrees to perform, during and after the term of this Agreement, at RipeLocker’s expense, all acts deemed necessary or desirable by RipeLocker to permit and assist it in evidencing, perfecting, obtaining, maintaining, defending and enfo...