Transfer of Inventions Sample Clauses

Transfer of Inventions. Executive, for himself and his heirs and representatives, will promptly communicate and disclose to the Company, and upon request will, without additional compensation, execute all papers reasonably necessary to assign to the Company or the Company's nominees, free of encumbrance or restrictions, all inventions, discoveries, improvements, whether patentable or not, conceived or originated by Executive solely or jointly with others, at the Company's expense or at the Company's facilities, or at the Company's request, or in the course of his employment, or based on knowledge or information obtained through his employment during the Term. All such assignments shall include the patent rights in this and all foreign countries. Notwithstanding the foregoing, this Section 5(B) shall not apply to any invention for which no equipment, supplies, facilities or trade secret information of the Company was used and which was developed entirely on Executive's own time; and i. that does not relate: a. directly to the business of the Company, or b. to the Company's actual or demonstrably anticipated research or development; or ii. that does not result from any work performed by Executive for the Company.
Sample 1Sample 2Sample 3See All (9)
AutoNDA by SimpleDocs
Transfer of Inventions. Executive, for herself and her heirs and representatives, will promptly communicate and disclose to the Company, and upon request will, without additional compensation, execute all papers reasonably necessary to assign to the Company or the Company's nominees, free of encumbrance or restrictions, all inventions, discoveries, improvements, whether patentable or not, conceived or originated by Executive solely or jointly with others, at the Company's expense or at the Company's facilities, or at the Company's request, or in the course of her employment, or based on knowledge or information obtained during the Term. All such assignments shall include the patent rights in this and all foreign countries. Notwithstanding the foregoing, this Section 5.2 shall not apply to any invention for which no equipment, supplies, facilities or trade secret information of the Company, its subsidiaries or its affiliates was used and which was developed entirely on Executive's own time and (a) that does not relate (1) directly to the business of the Company, its subsidiaries or its affiliates or (2) to the Company's or a subsidiary or affiliate of the Company's actual or demonstrably anticipated research or development, or (b) that does not result from any work performed by Executive for the Company, its subsidiaries or its affiliates.
Sample 1
Transfer of Inventions. The Executive agrees to transfer, convey and assign and hereby transfers, conveys and assigns to the Company all of the Executive’s right, title and interest in and to Inventions (as defined below) made, designed, conceived, devised or discovered by the Executive during the Executive’s employment by the Company (regardless of whether they were discovered or developed as an employee or independent contractor of the Company or of any other person, firm or corporation and regardless of whether they were invented solely by the Executive or jointly with any other person or persons) which are (a) related in any manner to the actual or anticipated business, work, research, development or operations of the Company, or (b) made with the use of Confidential Information, time, materials or facilities of the Company. The rights conveyed to the Company include all rights to own, use and license any Invention, including all domestic and foreign patent rights, copyrights and rights, trade secrets, including all renewals of any of the foregoing. The Executive shall use the Executive’s best efforts to cause any person in conjunction with whom such Inventions were made to convey all of such person’s right, title and interest in and to such Inventions to the Company. The Executive shall promptly disclose to the Company all such Inventions and shall make, maintain and make available to the Company complete and up-to-date written records, including drawings, sketches, notes, memoranda or other evidence of such inventions, all of which shall be property of the Company. The provisions of this Article 5 shall apply to all Inventions conceived or developed during the Term whether or not further development or reduction to practice may take place after a termination of the Executive’s employment, for which purpose it shall be presumed that any Inventions conceived by the Executive which are reduced to practice within one (1) year after a termination of the Executive’s employment were conceived during the Term unless the Executive is able to establish a later conception date by clear and convincing evidence.
Sample 1Sample 2
Transfer of Inventions. Where applicable under Section 8.4, the Parties agree to and do hereby assign, and shall cause their respective Subsidiaries and Divisional Affiliates who perform Development Activities under this Agreement or any Project Schedule to so assign, any and all right, title, and interest in such Inventions to the other Party, in each case as is necessary to fully effect the ownership provided for in Section 8.4. The Parties agree, upon request by the other Party and at the other Party’s cost and expense, to promptly execute any and all documents deemed necessary or appropriate by the other Party to memorialize, effect or perfect the assignments under this Section 8.4 throughout the Territory.
Sample 1Sample 2
Transfer of Inventions. Contractor agrees that any ideas, inventions, improvements, discoveries, and other creative works and works of authorship, whether or not patentable or copyrightable, which are made, conceived, or reduced to practice by Contractor during and as a result of Contractor’s services as an advisor, and which relate to the technology, services or products upon which Contractor has rendered services to Drone, shall be the sole property of Drone. Accordingly, Contractor agrees, at Drone’s cost and expense, to assign such inventions or discoveries to Drone and to cooperate with Drone in obtaining suitable patent protection.
Sample 1
Transfer of Inventions. Where applicable under Section 8.4, each Party agrees to and does hereby assign any and all (or an undivided one-half interest in) right, title, and interest in such Inventions to the other Party to the extent necessary to effect the ownership provisions of Section 8.4. Each Party agrees, upon request by the other Party, to promptly execute any and all documents deemed necessary or appropriate by the other Party to memorialize, effect, or perfect the assignments under this Section 8.5 throughout the world.
Sample 1
Transfer of Inventions. With respect to any Patents claiming any invention conceived, discovered, developed or otherwise made by or on behalf of Takeda (solely or jointly with ACI) under or in connection with this Agreement, Takeda may elect, in its sole discretion, to assign all of its right, title and interest in and to such invention and such Patent to ACI by written notice to ACI. If Xxxxxx makes such an election, ACI shall and hereby does grant to Takeda an exclusive (or with respect to Joint Intellectual Property Rights co-exclusive and subject to Section ‎9.1.2), royalty-free, transferable, irrevocable, perpetual license under such invention and such Patent for any and all purposes. Notwithstanding the foregoing, if Xxxxxx makes such an election, for purposes of this Agreement, such Patent shall not constitute a Licensed Patent and shall continue to be considered a Joint Patent or a Patent solely owned by Takeda, and ACI shall cooperate with Takeda to effect such assignment (including pursuant to Section ‎14.13) and to afford Takeda its rights with respect to such Patent as set forth in this Article ‎9 as if such assignment had not occurred. As between the Parties, any and all costs and expenses incurred in ‌ ​ ‌ ​ ​ connection with any such assignment of any Patent to ACI shall be borne solely by Takeda, and any and all costs incurred in connection with the preparation, filing, prosecution or maintenance of any such Patent shall be borne as set forth in this Article ‎9 as if such assignment had not occurred.
Sample 1
AutoNDA by SimpleDocs

Related to Transfer of Inventions

  • Assignment of Inventions Subject to Sections 2.4, and 2.6, I hereby assign and agree to assign in the future (when any such Inventions or Proprietary Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to the Company all my right, title and interest in and to any and all Inventions (and all Proprietary Rights with respect thereto) whether or not patentable or registrable under copyright or similar statutes, made or conceived or reduced to practice or learned by me, either alone or jointly with others, during the period of my employment with the Company. Inventions assigned to the Company, or to a third party as directed by the Company pursuant to this Section 2, are hereinafter referred to as “Company Inventions.”

  • Transfer of Technology 1. The Parties agree to exchange views and information on their law and international practices on the protection and enforcement of intellectual property rights, affecting transfer of technology. This shall, in particular, include exchanges on measures to facilitate information flows, business partnerships, and voluntary licensing and subcontracting agreements. Particular attention shall be paid to the conditions necessary to create an adequate enabling environment for technology transfer in the host countries, including issues such as the domestic legal framework and the development of human capital. 2. When measures are taken with regard to technology transfer, the legitimate interests of the intellectual property right holders shall be protected.

  • Ownership of Inventions Inventorship of inventions conceived or reduced to practice in the course of activities performed under or contemplated by this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, each Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patent.

  • Transfer of Materials To facilitate the conduct of activities under the Research Plan or an Additional Research Plan, as applicable, either Party (the “Transferor Party”) may, at its election, provide Materials to the other Party (the “Transferee Party”) solely as mutually agreed by the Parties or as set forth in the Research Plan or any Additional Research Plan. All such Materials (a) will remain the sole property of the Transferor Party, (b) will be used only in the exercise if the Transferee Party’s rights or fulfillment of the Transferee Party’s obligations under this Agreement, (c) except as provided in the Research Plan or Additional Research Plan or as otherwise agreed by the Parties, (i) will remain solely under the control of the Transferee Party, (ii) will not be used or delivered by the Transferee Party to or for the benefit of any Third Party, and (iii) will not be used in research or testing involving human subjects, and (d) will be subject to all additional restrictions and obligations that the Transferor Party has identified in a written notice to the Transferee Party as being necessary for the Transferor Party to comply with its obligations to Third Parties with respect to the applicable Material, which notice is provided at or prior to the delivery of such Materials to the Transferee Party. Without limitation to ARTICLE 7, all Materials supplied under this Section 2.1.9 are supplied “as is”, with no warranties of fitness for a particular purpose, and must be used with prudence and appropriate caution in any experimental work, as not all of their characteristics may be known. Following the completion of the activities for which the applicable Materials were supplied under this Section 2.1.9 or upon the Transferor Party’s earlier request, the Transferee Party will either destroy or return to the Transferor Party, at the Transferor Party’s sole discretion, all Materials provided by the Transferor Party that are unused; provided that Vertex will have the right to retain and continue to use any Materials provided by Company that Vertex has the right to Exploit under the license granted to Vertex pursuant to Section 4.1.1.

  • Disclosure of Inventions Each Party will promptly disclose to the other Party all invention disclosures submitted to such Party by its or its Affiliates’ employees describing Joint Inventions and Sole Inventions. Each Party will also respond promptly to reasonable requests from the other Party for more Information relating to such inventions.

  • Assignment of Company Inventions Inventions assigned to the Company or to a third party as directed by the Company pursuant to the subsection titled Government or Third Party are referred to in this Agreement as “Company Inventions.” Subject to the subsection titled Government or Third Party and except for Inventions that I can prove qualify fully under the provisions of California Labor Code section 2870 and I have set forth in Exhibit A, I hereby assign and agree to assign in the future (when any such Inventions or Intellectual Property Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to Company all my right, title, and interest in and to any and all Inventions (and all Intellectual Property Rights with respect thereto) made, conceived, reduced to practice, or learned by me, either alone or with others, during the period of my employment by Company. Any assignment of Inventions (and all Intellectual Property Rights with respect thereto) hereunder includes an assignment of all Moral Rights. To the extent such Moral Rights cannot be assigned to Company and to the extent the following is allowed by the laws in any country where Moral Rights exist, I hereby unconditionally and irrevocably waive the enforcement of such Moral Rights, and all claims and causes of action of any kind against Company or related to Company’s customers, with respect to such rights. I further acknowledge and agree that neither my successors-in-interest nor legal heirs retain any Moral Rights in any Inventions (and any Intellectual Property Rights with respect thereto).

  • Transfer of License Notwithstanding the provisions of conditions 13.1 and 13.2, if Customer sells or transfers the Equipment in which the Software operates, Kodak shall offer to license the Software, and to provide services, to any bona fide end user (“Transferee”) pursuant to Kodak’s then current standard terms, conditions and fees, provided that the Transferee is not considered, in Kodak’s discretion, a competitor of Kodak or its parent, affiliates or subsidiaries. To the extent that the Software is licensed to a Transferee in accordance with this condition, Customer’s license to use the Software shall be deemed terminated. Kodak shall offer to provide de-installation services for the Customer and re-installation and certification for the Equipment and Software and services for the Transferee at Kodak’s then current applicable fees.

  • Transfer of Licenses Lessee shall use reasonable efforts (i) to transfer to Lessor or Lessor’s nominee all licenses, operating permits and other governmental authorizations and all contracts, including contracts with governmental or quasi-governmental entities, that may be necessary for the operation of the Hotel (collectively, “Licenses”), or (ii) if such transfer is prohibited by law or Lessor otherwise elects, to cooperate with Lessor or Lessor’s nominee in connection with the processing by Lessor or Lessor’s nominee of any applications for, all Licenses; provided, in either case, that the costs and expenses of any such transfer or the processing of any such application shall be paid by Lessor or Lessor’s nominee.

  • Disclosure and Assignment of Inventions The Executive understands that the Company engages in research and development and other activities in connection with its business and that, as an essential part of the Employment, the Executive is expected to make new contributions to and create inventions of value for the Company. From and after the Effective Date, the Executive shall disclose in confidence to the Company all inventions, improvements, designs, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works and trade secrets (collectively, the “Inventions”), which the Executive may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of the Executive’s Employment at the Company. The Executive acknowledges that copyrightable works prepared by the Executive within the scope of and during the period of the Executive’s Employment with the Company are “works for hire” and that the Company will be considered the author thereof. The Executive agrees that all the Inventions shall be the sole and exclusive property of the Company and the Executive hereby assign all his/her right, title and interest in and to any and all of the Inventions to the Company or its successor in interest without further consideration.

  • PROPRIETARY RIGHTS; ASSIGNMENT All Employee Developments shall be made for hire by the Employee for the Company or any of its subsidiaries or affiliates. “Employee Developments” means any idea, discovery, invention, design, method, technique, improvement, enhancement, development, computer program, machine, algorithm or other work or authorship that (i) relates to the business or operations of the Company or any of its subsidiaries or affiliates, or (ii) results from or is suggested by any undertaking assigned to the Employee or work performed by the Employee for or on behalf of the Company or any of its subsidiaries or affiliates, whether created alone or with others, during or after working hours. All Confidential Information and all Employee Developments shall remain the sole property of the Company or any of its subsidiaries or affiliates. The Employee shall acquire no proprietary interest in any Confidential Information or Employee Developments developed or acquired during the Term. To the extent the Employee may, by operation of law or otherwise, acquire any right, title or interest in or to any Confidential Information or Employee Development, the Employee hereby assigns to the Company all such proprietary rights. The Employee shall, both during and after the Term, upon the Company’s request, promptly execute and deliver to the Company all such assignments, certificates and instruments, and shall promptly perform such other acts, as the Company may from time to time in its discretion deem necessary or desirable to evidence, establish, maintain, perfect, enforce or defend the Company’s rights in Confidential Information and Employee Developments.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!