Common use of Work Product and Inventions Clause in Contracts

Work Product and Inventions. Executive agrees that the Company shall be entitled to all of the benefits, profits, results and work product arising from or incident to all work, services, advice and activities of Executive, including without limitation all rights in inventions (as set forth below), trademark or trade name creations, and copyrightable materials. Executive shall not, during the term of Executive’s employment with the Company, be interested, directly or indirectly, in any manner, including, but not limited to, as partner, officer, advisor, or in any other capacity in any other business similar to, or in competition with, the Company’s or any Subsidiary’s business. Executive will communicate promptly and fully to the Company all inventions, discoveries, improvements or designs conceived or reduced to practice by Executive during the period of Executive’s employment with the Company (alone or jointly with others), and, except as provided in this Section, Executive will and hereby does assign to the Company and/or its nominees all of Executive’s right, title and interest in such inventions, discoveries, improvements or designs and all of Executive’s right, title and interest in any patents, patent applications or copyrights based thereon without obligation on the part of the Company or any Subsidiary to make any further compensation, royalty or payment to Executive. Executive further agrees to assist the Company and/or its nominee (without charge but at no expense to Executive) at any time and in every proper way to obtain and maintain for its and/or their own benefit, patents for all such inventions, discoveries and improvements and copyrights for all such designs. This Section does not obligate Executive to assign to the Company any invention, discovery, improvement or design for which no equipment, supplies, facility or trade secret, confidential or proprietary information of the Company or any Subsidiary was used and which was developed entirely on Executive’s own time, and (a) which does not relate (i) directly to the business of the Company or any Subsidiary, or (ii) to the Company’s or any Subsidiary’s actual or demonstrably anticipated research or development, or (b) which does not result from any work performed by Executive for the Company or any Subsidiary.

Work Product and Inventions. Executive agrees that the Company shall be entitled to all of the benefits, profits, results and work product arising from or incident to all work, services, advice and activities of ExecutiveEmployee, including without limitation all rights in inventions (as set forth below), trademark or trade name creations, and copyrightable materials. Executive Employee shall not, during the term of Executive’s his employment with the by Company, be interested, directly or indirectly, in any manner, including, but not limited to, as partner, officer, advisor, or in any other capacity in any other business similar to, or in competition with, the Company’s or any Subsidiarysubsidiary’s business. Executive will Employee agrees to communicate promptly and fully to the Company all inventions, discoveries, improvements or designs conceived or reduced to practice by Executive Employee during the period of Executive’s his employment with the Company (alone or jointly with others), and, except as provided in this SectionParagraph 12, Executive Employee will and hereby does assign to the Company and/or its nominees all of Executivethe Employee’s right, title and interest in such inventions, discoveries, improvements or designs and all of Executive’s his right, title and interest in any patents, patent applications or copyrights based thereon without obligation on the part of the Company or any Subsidiary subsidiary to make any further compensation, royalty or payment to ExecutiveEmployee. Executive Employee further agrees to assist the Company and/or its nominee (without charge but at no expense to ExecutiveEmployee) at any time and in every proper way to obtain and maintain for its and/or their own benefit, patents for all such inventions, discoveries and improvements and copyrights for all such designs. This Section Agreement does not obligate Executive Employee to assign to the Company any invention, discovery, improvement or design for which no equipment, supplies, facility or trade secret, confidential or proprietary secret information of the Company or any Subsidiary subsidiary was used and which was developed entirely on ExecutiveEmployee’s own time, and (a1) which does not relate (ia) directly to the business of the Company or any Subsidiarysubsidiary, or (iib) to the Company’s or any Subsidiarysubsidiary’s actual or demonstrably anticipated research or development, or (b2) which does not result from any work performed by Executive Employee for the Company or any Subsidiarysubsidiary.

Work Product and Inventions. All of the following that the Executive creates, makes, compiles, prepares, or contributes to, solely or in collaboration with others, during the course of Executive's employment are the sole property of the Company: all works of authorship, plans, records, drawings, data, designs, inventions, discoveries, improvements, and trade secrets; all derivatives and modifications thereof and thereto; and all copyrights, patents and other intellectual property rights therein whether registrable or unregistered, patentable or unpatentable, made or devised by Executive, from the date of Executive's initial employment by the Company and continuing until the end of any period during which Executive is employed by the Cardinal Group, relating or pertaining in any way to Executive's employment with or the business of the Cardinal Group (collectively, “Work Product”). The Executive shall promptly disclose all Work Product to the Company. The Executive agrees that all of the Work Product in fixed form constitutes “collective works,” “supplementary works,” “compilations,” and/or “instructional texts” as those terms are used under the Copyright Act of 1976, and all such Work Product that the Service Provider creates, makes, compiles, prepares, or contributes to, solely or in collaboration with others, shall be considered “works made for hire” under the laws of the United States and that the Company shall be entitled to all considered the author of the benefits, profits, results and work product arising from or incident to all work, services, advice and activities of Executive, including without limitation all rights in inventions (as set forth below), trademark or trade name creations, and copyrightable materials. Executive shall not, during the term of Executive’s employment with the Company, be interested, directly or indirectly, in any manner, including, but not limited to, as partner, officer, advisor, or in any other capacity in any other business similar to, or in competition with, the Company’s or any Subsidiary’s business. Executive will communicate promptly and fully to the Company all inventions, discoveries, improvements or designs conceived or reduced to practice by Executive during the period of Executive’s employment with the Company (alone or jointly with others), and, except as provided in this Section, Executive will and hereby does assign to the Company and/or its nominees all of Executive’s right, title and interest in such inventions, discoveries, improvements or designs and all of Executive’s right, title and interest in any patents, patent applications or copyrights based thereon without obligation on the part of the Company or any Subsidiary to make any further compensation, royalty or payment to Executiveworks made for hire. Executive further agrees to assist assign and transfer (or cause to be assigned and transferred), and does hereby assign and transfer, fully and permanently to the Company and/or its nominee (Company, all of Executive's other rights, titles and interests in and to any and all Work Product without charge but at no expense need for a separate writing or additional consideration and to Executive) at execute any time other instruments and in every proper way to obtain and maintain for its and/or their own benefit, patents for all such inventions, discoveries and improvements and copyrights for all such designs. This Section does not obligate Executive to assign documents requisite or desirable to the Company in applying for and obtaining patents, trademarks or copyrights or otherwise reasonably related to a business purpose, at the expense of the Company, with respect thereto in the United States and in all foreign countries. Executive further agrees at all times to cooperate to the extent and in the manner required by the Company in the prosecution or defense of any inventionpatent, discoverytrademark, improvement or design for which no equipmentcopyright, supplies, facility or trade secret, confidential or proprietary information of the Company unfair competition claims or any Subsidiary was used and which was developed entirely litigation or other proceeding involving any Work Product covered by this Agreement, but all necessary expenses thereof shall be paid by the Company. For the avoidance of doubt, “Work Product” does not include subject matter created by Executive on Executive’s own timetime without the use of Company equipment, property, or resources, and (a) which that does not relate (i) directly to Executive’s work for the business of Company and is not otherwise based on Executive’s duties for or to the Company or any Subsidiary, or (ii) to knowledge of the Company’s or any Subsidiary’s actual or demonstrably anticipated research or development, or (b) which does not result from any work performed by Executive for the Company or any Subsidiary.

Work Product and Inventions. Executive agrees that the Company shall be entitled to all of the benefits, profits, results and work product arising from or incident to all work, services, advice and activities of Executive, including without limitation all rights in inventions (as set forth below), trademark or trade name creations, and copyrightable materials. Executive shall not, during the term of Executive’s 's employment with the Company, be interested, directly or indirectly, in any manner, including, but not limited to, as partner, officer, advisor, or in any other capacity in any other business similar to, or in competition with, the Company’s 's or any Subsidiary’s 's business. Executive will communicate promptly and fully to the Company all inventions, discoveries, improvements or designs conceived or reduced to practice by Executive during the period of Executive’s 's employment with the Company (alone or jointly with others), and, except as provided in this Section, Executive will and hereby does assign to the Company and/or its nominees all of Executive’s 's right, title and interest in such inventions, discoveries, improvements or designs and all of Executive’s 's right, title and interest in any patents, patent applications or copyrights based thereon without obligation on the part of the Company or any Subsidiary to make any further compensation, royalty or payment to Executive. Executive further agrees to assist the Company and/or its nominee (without charge but at no expense to Executive) at any time and in every proper way to obtain and maintain for its and/or their own benefit, patents for all such inventions, discoveries and improvements and copyrights for all such designs. This Section does not obligate Executive to assign to the Company any invention, discovery, improvement or design for which no equipment, supplies, facility or trade secret, confidential or proprietary information of the Company or any Subsidiary was used and which was developed entirely on Executive’s 's own time, and (a) which does not relate (i) directly to the business of the Company or any Subsidiary, or (ii) to the Company’s 's or any Subsidiary’s 's actual or demonstrably anticipated research or development, or (b) which does not result from any work performed by Executive for the Company or any Subsidiary.

Work Product and Inventions. Executive agrees that the Company shall be entitled to all of the benefits, profits, results and work product arising from or incident to all work, services, advice and activities of Executive, including without limitation all rights in inventions (as set forth below), trademark or trade name creations, and copyrightable materials. Executive shall not, during the term of Executive’s employment with the Company, be interested, directly or indirectly, in any manner, including, but not limited to, as partner, officer, advisor, or in any other capacity in any other business similar to, or in competition with, the Company’s or any Subsidiary’s business. Executive will communicate promptly and fully to the Company all inventions, discoveries, improvements or designs conceived or reduced to practice by Executive during the period of Executive’s employment with the Company (alone or jointly with others), and, except as provided in this SectionSection 6, Executive will and hereby does assign to the Company and/or its nominees all of Executive’s right, title and interest in such inventions, discoveries, improvements or designs and all of Executive’s right, title and interest in any patents, patent applications or copyrights based thereon without obligation on the part of the Company or any Subsidiary to make any further compensation, royalty or payment to Executive. Executive further agrees to assist the Company and/or its nominee (without charge but at no expense to Executive) at any time and in every proper way to obtain and maintain for its and/or their own benefit, patents for all such inventions, discoveries and improvements and copyrights for all such designs. This Section 6 does not obligate Executive to assign to the Company any invention, discovery, improvement or design for which no equipment, supplies, facility or trade secret, confidential or proprietary information of the Company or any Subsidiary was used and which was developed entirely on Executive’s own time, and (a) which does not relate (i) directly to the business of the Company or any Subsidiary, or (ii) to the Company’s or any Subsidiary’s actual or demonstrably anticipated research or development, or (b) which does not result from any work performed by Executive for the Company or any Subsidiary.

Work Product and Inventions. Executive agrees that the Company shall be entitled to all of the benefits, profits, results and work product arising from or incident to all work, services, advice and activities of Executive, including without limitation all rights in inventions (as set forth below), trademark or trade name creations, and copyrightable materials. Executive shall not, during the term of Executive’s 's employment with the Company, be interested, directly or indirectly, in any manner, including, but not limited to, as partner, officer, advisor, or in any other capacity in any other business similar to, or in competition with, the Company’s 's or any Subsidiary’s 's business. Executive will communicate promptly and fully to the Company all inventions, discoveries, improvements or designs conceived or reduced to practice by Executive during the period of Executive’s 's employment with the Company (alone or jointly with others), and, except as provided in this SectionSection 6, Executive will and hereby does assign to the Company and/or its nominees all of Executive’s 's right, title and interest in such inventions, discoveries, improvements or designs and all of Executive’s 's right, title and interest in any patents, patent applications or copyrights based thereon without obligation on the part of the Company or any Subsidiary to make any further compensation, royalty or payment to Executive. Executive further agrees to assist the Company and/or its nominee (without charge but at no expense to Executive) at any time and in every proper way to obtain and maintain for its and/or their own benefit, patents for all such inventions, discoveries and improvements and copyrights for all such designs. This Section 6 does not obligate Executive to assign to the Company any invention, discovery, improvement or design for which no equipment, supplies, facility or trade secret, confidential or proprietary information of the Company or any Subsidiary was used and which was developed entirely on Executive’s 's own time, and (a) which does not relate (i) directly to the business of the Company or any Subsidiary, or (ii) to the Company’s 's or any Subsidiary’s 's actual or demonstrably anticipated research or development, or (b) which does not result from any work performed by Executive for the Company or any Subsidiary.

Work Product and Inventions. Executive agrees that the The Company shall be entitled to all of the benefits, profits, results and work product arising from or incident to all work, services, advice and activities of Executive, including including, without limitation limitation, all rights in inventions (as set forth below), trademark or trade name creations, and copyrightable materials. Executive shall not, during the term of Executive’s his employment with by the Company, be interested, directly or indirectly, in any manner, including, but not limited to, as partner, officer, advisor, or in any other capacity in any other business similar to, or in competition with, the Company’s 's, any subsidiary's or any Subsidiary’s related entity's business. Executive will agrees to communicate promptly and fully to the Company all inventions, discoveries, improvements or designs made, conceived or reduced to practice by Executive during the period of Executive’s his employment with the Company (alone or jointly with others), and, except as provided in this SectionParagraph 13, Executive will and hereby does assign to the Company and/or its nominees all of the Executive’s 's right, title and interest in such inventions, discoveries, improvements or improvements, designs and copyrights and all of Executive’s his right, title and interest in any patents, patent applications or copyrights based thereon without obligation on the part of the Company or any Subsidiary subsidiary to make any further compensation, royalty or payment to Executive. Executive further agrees to assist the Company and/or its nominee (without charge but at no expense to Executive) at any time and in every proper way to obtain and maintain for its and/or their own benefit, patents for all such inventions, discoveries and improvements and copyrights for all such designs. Without limiting the foregoing, upon the Company's request, Executive shall execute, verify, and deliver to the Company such documents, including, without limitation, assignments and applications for Letters Patent, and shall perform such other acts, including, without limitation, appearing as a witness in any action brought in connection with this Agreement that is necessary to enable the Company to obtain the sole right, title, and benefit to all such inventions. The Executive understands and agrees that any invention, discovery, improvement or design relating to the business of the Company, any subsidiary or related entity on which the Executive files a patent application within one (1) year after the Executive's resignation or the termination of employment with the Company is presumed to have been made and conceived by the Executive during the course of his or her employment with the Company, subject to proof to the contrary by good faith, written and duty corroborated records establishing that such was conceived and made following the Executive's resignation or termination of employment. This Section Agreement does not obligate Executive to assign to the Company any invention, discovery, improvement or design for which no equipment, supplies, facility or trade secret, confidential or proprietary secret information of the Company or any Subsidiary subsidiary was used and which was developed entirely on Executive’s 's own time, and (a1) which does not relate (ia) directly or indirectly to the business of the Company Company, any subsidiary or any Subsidiaryrelated entity, or (iib) to the Company’s 's, any subsidiary's or any Subsidiary’s related entity's actual or demonstrably anticipated research or development, or (b2) which does not result from any work performed by Executive for the Company Company, any subsidiary or any Subsidiaryrelated entity.

Work Product and Inventions. Executive agrees that the The Company shall be entitled to all of the benefits, profits, results and work product arising from or incident to all work, services, advice and activities of ExecutiveExecutive in connection with his employment with the Company, including without limitation all rights in inventions (as set forth below), trademark or trade name creations, and copyrightable materials. Executive shall not, during the term of Executive’s employment with the Company, be interested, directly or indirectly, in any manner, including, but not limited to, as partner, officer, advisor, or in any other capacity in any other business similar to, or in competition with, the Company’s or any Subsidiary’s business. Executive will agrees to communicate promptly and fully to the Company all inventions, discoveries, improvements or designs conceived or reduced to practice by Executive during the period of Executive’s his employment with the Company (alone or jointly with others), and, except only as provided in this Section, Executive will and hereby does assign to the Company and/or its nominees all of Executive’s right, title and interest in such inventions, discoveries, improvements or designs and all of Executive’s his right, title and interest in any patents, patent applications or copyrights based thereon without obligation on the part of the Company or any Subsidiary of its affiliates to make any further compensation, royalty or payment to Executive. Executive further agrees to assist the Company and/or its nominee (without charge but at no expense to Executive) at any time and in every proper way to obtain and maintain for its and/or their own benefit, patents for all such inventions, discoveries and improvements and copyrights for all such designs. This Section Agreement does not obligate Executive to assign to the Company any invention, discovery, improvement or design for which no equipment, supplies, facility or trade secret, confidential or proprietary secret information of the Company or any Subsidiary of its affiliates was used and which was developed entirely on Executive’s own time, and (ai) which does not relate (ia) directly to the business of the Company or any Subsidiaryof its affiliates, or (iib) to the Company’s or any Subsidiary’s of its affiliates’ actual or demonstrably anticipated research or development, or and (bii) which does not result from any work performed by Executive for the Company or any Subsidiaryof its affiliates. Executive acknowledges that any documents, drawings, computer software or other work of authorship prepared by Executive within the scope of his employment is a “work made for hire” under U.S. copyright laws and that, accordingly, the Company exclusively owns all copyright rights in such works of authorship. For purposes of this paragraph, “scope of employment” means that the work of authorship (a) relates to any subject matter pertaining to his employment, (b) relates to or is directly or indirectly connected with the existing or reasonably foreseeable business, products, projects or confidential information of the Company or any of its affiliates, or (c) involves the use of any time, material or facility of the Company or any of its affiliates.