Common use of Work Product and Inventions Clause in Contracts

Work Product and Inventions. (a) Employer shall own, without restrictions or limits of any kind, all right, title, and interest in and to any and all Work Product and Inventions. (b) Employee acknowledges and agrees that the Employee shall not acquire any right whatsoever in any Work Product or Inventions and that any and all Work Product or Inventions, and any other property of Employer shall be returned or provided to the Employer at any time upon the Employer’s demand, and, at the latest, upon termination of Employee’s employment for any reason. (c) Employee acknowledges and confirms that it is the Employee’s intention that any and all rights, including any copyright or other intellectual property rights, in any Work Product or Inventions created by the Employee for the Employer shall solely and exclusively vest in the Employer, and that any such Work Product or Inventions shall be considered within the scope of the Employee’s employment. The parties agree that the Employer is entitled, as author, to the copyright in any copyrightable Work Product and any Inventions and any other rights therein including the right to seek or not seek statutory registration of any copyright and the right to make such changes therein and uses thereof as the Employer in its sole discretion determines. If, for any reason, any such Work Product is not considered a work made for hire under the copyright laws, then the Employee hereby grants and assigns to the Employer all of the Employee’s right, title, and interest in and to such Work Product. (d) Employee agrees to execute such assignments, releases, transfer documents, and other instruments as the Employer may reasonably require in order to vest in the Employer complete and absolute title to the Work Product and any Inventions, including all intellectual property rights therein and thereto. For this limited purpose, the Employee hereby appoints the Employer as its attorney in fact to execute and deliver to the Employer, on behalf of the Employee, any and all such documents or instruments. This appointment shall be deemed to be a power coupled with an interest and shall be irrevocable. The Employee agrees to cooperate fully with the Employer in any and all acts or actions deemed appropriate by the Employer in order to perfect, retain, enforce, and maintain sole and exclusive title in and to the Work Product and any Inventions and all intellectual property rights therein and thereto. (e) This Agreement does not apply to an Invention for which no equipment, supplies, facility, or trade secret information of the Employer was used and which was developed entirely on the Employee’s own time, unless (a) the Invention relates (i) directly to the business of the Employer, or (ii) actual or demonstrably anticipated research or development or (b) the Invention results from any work performed by the Employee for the Employer.

Work Product and Inventions. (a) Employer shall ownAll of the following that the Executive creates, without restrictions makes, compiles, prepares, or limits 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 kindperiod 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 considered the author of such works made for hire. Executive further agrees to assign and transfer (or cause to be assigned and transferred), and does hereby assign and transfer, fully and permanently to the Company, all rightof Executive's other rights, title, titles and interest interests in and to any and all Work Product without need for a separate writing or additional consideration and Inventions. (b) Employee acknowledges to execute any other instruments and 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 that at all times to cooperate to the Employee shall not acquire extent and in the manner required by the Company in the prosecution or defense of any right whatsoever in patent, trademark, copyright, trade secret, or unfair competition claims or any litigation or other proceeding involving any Work Product or Inventions and that any and covered by this Agreement, but all Work Product or Inventions, and any other property of Employer necessary expenses thereof shall be returned or provided to paid by the Employer at any time upon Company. For the Employer’s demandavoidance of doubt, and, at the latest, upon termination of Employee’s employment for any reason. (c) Employee acknowledges and confirms that it is the Employee’s intention that any and all rights, including any copyright or other intellectual property rights, in any “Work Product or Inventions Product” does not include subject matter created by Executive on Executive’s own time without the Employee for the Employer shall solely and exclusively vest in the Employeruse of Company equipment, property, or resources, and that any such Work Product does not relate to Executive’s work for the Company and is not otherwise based on Executive’s duties for or Inventions shall be considered within to the scope Company or knowledge of the Employee’s employment. The parties agree that the Employer is entitled, as author, to the copyright in any copyrightable Work Product and any Inventions and any other rights therein including the right to seek or not seek statutory registration of any copyright and the right to make such changes therein and uses thereof as the Employer in its sole discretion determines. If, for any reason, any such Work Product is not considered a work made for hire under the copyright laws, then the Employee hereby grants and assigns to the Employer all of the Employee’s right, title, and interest in and to such Work ProductCompany. (d) Employee agrees to execute such assignments, releases, transfer documents, and other instruments as the Employer may reasonably require in order to vest in the Employer complete and absolute title to the Work Product and any Inventions, including all intellectual property rights therein and thereto. For this limited purpose, the Employee hereby appoints the Employer as its attorney in fact to execute and deliver to the Employer, on behalf of the Employee, any and all such documents or instruments. This appointment shall be deemed to be a power coupled with an interest and shall be irrevocable. The Employee agrees to cooperate fully with the Employer in any and all acts or actions deemed appropriate by the Employer in order to perfect, retain, enforce, and maintain sole and exclusive title in and to the Work Product and any Inventions and all intellectual property rights therein and thereto. (e) This Agreement does not apply to an Invention for which no equipment, supplies, facility, or trade secret information of the Employer was used and which was developed entirely on the Employee’s own time, unless (a) the Invention relates (i) directly to the business of the Employer, or (ii) actual or demonstrably anticipated research or development or (b) the Invention results from any work performed by the Employee for the Employer.

Work Product and Inventions. (a) Employer All work product, deliverables, inventions (whether or not patentable), and all other information created by Agent for PRINCIPAL is being created at the direction of PRINCIPAL and shall ownbe deemed "work made for hire" under the U.S. copyright law (the "Work Product"). Work Product is PRINCIPAL’s sole property, without restrictions and title thereto shall at all times be in PRINCIPAL’s name. PRINCIPAL shall have the exclusive right to use, execute, sell, assign, reproduce, display, perform, and distribute copies and prepare derivative works of the Work Product, or limits of any kindpart or parts thereof, as it sees fit. Agent hereby grants, assigns, and conveys to PRINCIPAL all right, title, and interest in and to any and all Work Product, including moral rights. Agent agrees that it will not seek, and that it will require its employees not to seek patent, copyright, trademark, registered design, or other protection for any rights in any Work Product. Agent agrees that it shall do, and that it will require its employees to do, at Agent’s expense, all things and execute all documents as PRINCIPAL may reasonably require to vest in PRINCIPAL or its nominees any protection for the Work Product and Inventionsthat PRINCIPAL deems appropriate. (b) Employee acknowledges and agrees that Notwithstanding the Employee foregoing, Work Product shall not acquire any right whatsoever include Agent’s pre-existing (prior to the effective date of these General Terms and Conditions) proprietary information, methodologies, software, materials, concepts, or project tools (“Methodologies”) used by Agent to create the Work Product or perform the services. Work Product alsoshall not include software or other intellectual property rights of a third party that are used to create or are embedded in any Work Product or Inventions (“Third Party Software”). Agent hereby grants to PRINCIPAL and that any and all Work Product or Inventionsthird parties acting on PRINCIPAL’s behalf, a nonexclusive, fully paid, royalty-free, worldwide, perpetual, irrevocable license to make, use, execute, sell, assign, reproduce, display, perform, and distribute copies and prepare derivative works of the Methodology and the Third Party Software and any other property derivative works thereof and to authorize others to do any or all of Employer shall be returned or provided to the Employer at any time upon the Employer’s demand, and, at the latest, upon termination of Employee’s employment for any reasonforegoing. (c) Employee acknowledges Agent warrants and confirms represents that it is the Employee’s intention that any and all rights, including any copyright has or other intellectual property rights, in any Work Product or Inventions created will secure by the Employee for the Employer shall solely and exclusively vest in the EmployerEffective Date, and that any such Work Product or Inventions shall be considered within the scope of the Employee’s employment. The parties agree that the Employer is entitled, as author, to the copyright in any copyrightable Work Product and any Inventions and any other rights therein including the right to seek or not seek statutory registration of convey the rights and licenses called for in this Section 9. In the event Agent uses any copyright and the right third party to make such changes therein and uses thereof as the Employer in its sole discretion determines. If, for perform any reason, any such Work Product is not considered a work made for hire under the copyright laws, then the Employee hereby grants and assigns to the Employer all of the Employee’s right, title, and interest in and to such Work Product. (d) Employee agrees to execute such assignments, releases, transfer documents, and other instruments as the Employer may reasonably require in order to vest in the Employer complete and absolute title to services or assist with any aspect of the Work Product contracted for under these General Terms and any InventionsConditions, including all intellectual property rights therein and thereto. For this limited purpose, the Employee hereby appoints the Employer as its attorney in fact to execute and deliver to the Employer, on behalf of the Employee, any and all such documents or instruments. This appointment shall be deemed to be a power coupled with an interest and shall be irrevocable. The Employee Agent agrees to cooperate fully enter into a written agreement with each such third party to secure for PRINCIPAL the Employer rights and licenses called for in any and all acts or actions deemed appropriate by the Employer in order to perfect, retain, enforce, and maintain sole and exclusive title in and to the Work Product and any Inventions and all intellectual property rights therein and theretothis Section 9. (e) This Agreement does not apply to an Invention for which no equipment, supplies, facility, or trade secret information of the Employer was used and which was developed entirely on the Employee’s own time, unless (a) the Invention relates (i) directly to the business of the Employer, or (ii) actual or demonstrably anticipated research or development or (b) the Invention results from any work performed by the Employee for the Employer.

Work Product and Inventions. (a) Employer shall own, without restrictions or limits of any kind, all right, title, and interest in and to any and all Work Product and Inventions. (b) Employee acknowledges and agrees that the Employee shall not acquire any right whatsoever in any Work Product or Inventions and that any and all Work Product or Inventions, and any other property of Employer shall be returned or provided to the Employer at any time upon the Employer’s demand, and, at the latest, upon termination of Employee’s employment for any reason. (c) Employee acknowledges and confirms that it is the Employee’s intention that any and all rights, including any copyright or other intellectual property rights, in any Work Product or Inventions created by the Employee for the Employer shall solely and exclusively vest in the Employer, and that any such Work Product or Inventions shall be considered within the scope of the Employee’s employment. The parties agree that the Employer is entitled, as author, to the copyright in any copyrightable Work Product and any Inventions and any other rights therein including the right to seek or not seek statutory registration of any copyright and the right to make such changes therein and uses thereof as the Employer in its sole discretion determines. If, for any reason, any such Work Product is not considered a work made for hire under the copyright laws, then the Employee hereby grants and assigns to the Employer all of the Employee’s right, title, and interest in and to such Work Product. (d) Employee agrees to execute such assignments, releases, transfer documents, and other instruments as the Employer may reasonably require in order to vest in the Employer complete and absolute title to the Work Product and any Inventions, including all intellectual property rights therein and thereto. For this limited purpose, the Employee hereby appoints the Employer as its attorney in fact to execute and deliver to the Employer, on behalf of the Employee, any and all such documents or instruments. This appointment shall be deemed to be a power coupled with an interest and shall be irrevocable. The Employee agrees to cooperate fully with the Employer in any and all acts or actions deemed appropriate by the Employer in order to perfect, retain, enforce, and maintain sole and exclusive title in and to the Work Product and any Inventions and all intellectual property rights therein and thereto. (e) This Agreement does not apply to an Invention for which no equipment, supplies, facility, or trade secret information of the Employer was used and which was developed entirely on the Employee’s own time, unless (a) the Invention relates (i) directly to the business of the Employer, or (ii) actual or demonstrably anticipated research or 28 development or (b) the Invention results from any work performed by the Employee for the Employer.