Common use of Works and Ideas Clause in Contracts

Works and Ideas. (a) Executive shall promptly communicate to the Company, in writing, all marketing strategies, product ideas, software designs and concepts, software enhancement and improvement ideas, works of authorship, developments, discoveries, trade secrets, improvements to trade secrets, other ideas and inventions and any know-how related to any such items (collectively, “Works and Ideas”) pertaining to the business of the Company, whether or not patentable or copyrightable, that are made, written, developed or conceived by Executive, alone or with others, at any time (during or after business hours) while Executive is employed by the Company (including at any time prior to the date of this Agreement) or during the six months after Executive’s termination of employment for any reason. Executive agrees to communicate all Works and Ideas to the Company within a reasonable period of time that allows the Company to exploit the Works and Ideas in the existing and reasonably contemplated operation of the Company. Works and Ideas shall not include general industry knowledge, ideas of a general nature not specific to the Company and general business experience. Executive acknowledges that all Works and Ideas will be the exclusive property of the Company, and hereby assigns and agrees to assign to the Company all of Executive’s right, title and interest in the Works and Ideas and all applications for intellectual property protection, including, without limitation, all copyrights, patents, and trademarks which may hereafter be filed for the Works and Ideas in any country. (b) Executive shall reasonably cooperate with the Company, at the Company’s expense, to allow the Company to take full advantage of the Works and Ideas, to assist the Company in every reasonable way to secure the Company’s ownership in the Works and Ideas and to defend and enforce the Works and Ideas and any copyrights, patents, trademarks or other intellectual property rights relating thereto in any and all countries, including, without limitation, the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, declarations, assignments and all other instruments which the Company shall deem necessary in order for the Company to own, apply for, obtain and enforce such rights. Executive shall give testimony regarding such Works and Ideas and other intellectual property when requested by the Company. Executive shall be obligated to execute or cause to be executed, when it is in Executive’s power to do so, any such instrument, papers or testimony even after Executive’s Termination Date. Executive shall keep the Company apprised of Executive mailing address and telephone number for five years after Executive’s Termination Date to assist in execution of any such instrument or papers.

Works and Ideas. (a) Executive shall promptly communicate to the Company, in writing, all marketing strategies, product ideas, software designs and concepts, software enhancement and improvement ideas, works of authorship, developments, discoveries, trade secrets, improvements to trade secrets, other ideas and inventions and any know-how related to any such items (collectively, “Works and Ideas”) pertaining to the Company’s business of the Companyin any material respect, whether or not patentable or copyrightable, that are made, written, developed or conceived by Executive, alone or with others, at any time (during or after business hours) (a) while Executive is employed by the Company (including at any time prior to the date of this Agreement) or (b) or during the six months after Executive’s termination of employment for any reason. Executive acknowledges that all of those Works and Ideas will be the exclusive property of the Company, and hereby assigns and agrees to communicate assign all of Executive’s right, title and interest in those Works and Ideas to the Company within a reasonable period of time that allows the Company to exploit the Works and Ideas in the existing and reasonably contemplated operation of the Company. Works and Ideas shall not include general industry knowledge, ideas of a general nature not specific to the Company and general business experience. Executive acknowledges shall sign all documents that all the Company reasonably requests to confirm its ownership of those Works and Ideas will be the exclusive property of the CompanyIdeas, and hereby assigns and agrees to assign to the Company all of Executive’s right, title and interest in the Works and Ideas and all applications for intellectual property protection, including, without limitation, all copyrights, patents, and trademarks which may hereafter be filed for the Works and Ideas in any country. (b) Executive shall reasonably cooperate with the Company, at the Company’s expense, to allow the Company to take full advantage of the those Works and Ideas. At the end of the Employment Term, to assist the Company in every reasonable way extent not already disclosed to secure the Board or other senior executives of the Company’s ownership in the , Executive agrees to promptly disclose any Works and Ideas and to defend and enforce the Works and Ideas and any copyrights, patents, trademarks or other intellectual property rights relating thereto in any and all countries, including, without limitation, the disclosure to so that the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, declarations, assignments and all other instruments which the Company shall deem necessary in order for the Company to own, apply for, obtain and enforce such rights. Executive shall give testimony regarding such Works and Ideas and other intellectual property when requested by the Company. Executive shall be obligated to execute or cause to be executed, when it is in Executive’s power to do so, any such instrument, papers or testimony even after Executive’s Termination Date. Executive shall keep the Company apprised of Executive mailing address and telephone number for five years after Executive’s Termination Date to assist in execution of any such instrument or papersmay confirm its ownership.