Assignment of Inventions. (a) If at any time or times prior to, during the term of this Agreement or during the two-year period following the termination of this Agreement (either alone or with others) makes, conceives, creates, discovers, invents or reduces to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, trade secret, or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright, trademark or similar statutes or subject to analogous protection (each, an "Invention") that (i) relates to the Business of Company or any of its Affiliates or any customer of or supplier to Company or any of its Affiliates or any of the products or services being developed, manufactured or sold by Company or any of its Affiliates or which may be used in relation therewith; or (ii) results from tasks assigned to Consultant by Company or any of its Affiliates; or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by Company or any of its Affiliates, then all such Inventions and the benefits thereof are and shall immediately become the sole and absolute property of Company and its assigns, as works made for hire or otherwise. Consultant hereby agrees that he shall promptly disclose to Company (or any persons designated by it) each such Invention. Consultant hereby assigns all rights (including, but not limited to, rights to any inventions, patentable subject matter, copyrights and trademarks) he may have or may acquire in the Inventions and all benefits and/or rights resulting therefore to Company and its assigns without further compensation and shall communicate, without cost or delay, and without disclosing to others the same, all available information relating thereto (with all necessary plans and models) to Company. (b) Consultant hereby agrees to, during the term of this Agreement and at any time thereafter, at the request and cost of Company, promptly sign, execute, make and do all such deeds, documents, acts and things as Company and its duly authorized officers may reasonably require: (i) to apply for, obtain, register and vest in the name of Company alone (unless the Company otherwise directs) patents, copyrights, trademarks or other analogous protection in any country throughout the world relating to an Invention and when so obtained or vested to renew and restore the same; and (ii) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition or other proceedings, petitions or applications for revocation of any such patent, copyright, trademark or other analogous protection. (c) If Company is unable, after reasonable effort, to secure Consultant's signature on any application for patent, copyright, trademark or other analogous registration or other documents regarding any legal protection relating to an Invention, whether because of Consultant's physical or mental incapacity or by any other reason whatsoever, Consultant hereby irrevocably designates and appoints Company and its duly authorized officers and agents as his agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of patent, copyright or trademark registrations or any other legal protection thereon with the same legal force and effect as if executed by Consultant.
Appears in 13 contracts
Sources: Consulting Agreement (Calypso Wireless Inc), Consulting Agreement (Calypso Wireless Inc), Consulting Agreement (Calypso Wireless Inc)
Assignment of Inventions. (a) If Any and all writings, inventions, improvements, processes, procedures and/or techniques now or hereafter acquired, made, conceived, discovered or developed by the Participant, either solely or jointly with any other person or persons, whether or not during working hours and whether or not at the request or upon the suggestion of the Company or its Subsidiaries or Affiliates, which relate to or are useful in connection with any time business now or times prior tohereafter carried on or contemplated by the Company Group, during including developments or expansions of its present fields of operations, shall be the term sole and exclusive property of this Agreement the Company or during its Subsidiaries or Affiliates, as applicable. The Participant shall make full disclosure to the two-year period following the termination Company or its Subsidiaries or Affiliates of this Agreement (either alone all such writings, inventions, improvements, processes, procedures, techniques, or with others) makesany other material of a proprietary nature, conceivesincluding, createswithout limitation, discoversany ideas, invents or reduces to practice any inventioninventions, modificationdiscoveries, discoveryimprovements, designdevelopments, developmentdesigns, improvementmethods, processsystems, software program, work of authorship, documentation, formula, data, technique, know-howcomputer programs, trade secret, secrets or other intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright, trademark or similar statutes or subject to analogous protection (each, an "Invention") that (i) relates to the Business of Company or any of its Affiliates or any customer of or supplier to Company or any of its Affiliates or any of the products or services being developed, manufactured or sold by Company or any of its Affiliates or which may be used in relation therewith; or (ii) results from tasks assigned to Consultant by Company or any of its Affiliates; or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by Company or any of its Affiliates, then all such Inventions copyrightable and the benefits thereof are and shall immediately become the sole and absolute property of Company and its assigns, as works made for hire or otherwise. Consultant hereby agrees that he shall promptly disclose to Company (or any persons designated by it) each such Invention. Consultant hereby assigns all rights (specifically including, but not limited to, rights copyright and mask works, formulae, compositions, products, processes, apparatus, and new uses of existing materials or machines (collectively, “Inventions”), made, conceived or first reduced to practice by the Participant solely or jointly with others while employed by the Company or its Subsidiaries or Affiliates and which relate to or result from the actual or anticipated business, work, research or investigation of the Company Group or which are suggested by or result from any inventions, patentable subject matter, copyrights task assigned to or performed by the Participant for the Company Group; and trademarks) he may have the Participant shall do everything necessary or may acquire desirable to vest the absolute title thereto in the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall write and prepare all descriptions, specifications and procedures regarding the Inventions as may be required by the Company or its Subsidiaries or Affiliates to protect the Company’s or its Subsidiaries or Affiliates rights in and all benefits and/or rights resulting therefore to Company and its assigns without further compensation and shall communicate, without cost or delaythe Inventions, and without disclosing otherwise aid and assist the Company or its Subsidiaries or Affiliates so that the Company or its Subsidiaries or Affiliates can prepare and present applications for copyright or letters patent therefor and can secure such copyright or letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to others such copyright or patents so that the same, Company or its Subsidiaries or Affiliates shall be the sole and absolute owner thereof in all available information relating thereto (with all necessary plans and models) countries in which it may desire to Company.
(b) Consultant hereby agrees to, during the term of this Agreement and at any time thereafterhave copyright or patent protection. The Participant will, at the request Company’s or its Subsidiaries or Affiliates request, execute any and cost of all assignment, patent or copyright forms and the like, deemed reasonably necessary by the Company or its Subsidiaries or Affiliate. The Company, promptly sign, execute, make and do all such deeds, documents, acts and things as Company and ’s or its duly authorized officers may reasonably require:
(i) Subsidiaries or Affiliates rights hereunder shall not be limited to apply for, obtain, register and vest this country but shall extend to any country in the name of Company alone (unless world and shall attach to each Invention notwithstanding that it is perfected, improved, reduced to specific form or used after termination the Company otherwise directs) patentsParticipant’s employment. The Participant agrees to lend such assistance as he or she may be able, copyrights, trademarks at the Company’s or other analogous protection its Subsidiaries or Affiliates request in connection with any country throughout the world proceedings relating to an Invention and when so obtained or vested to renew and restore the same; and
(ii) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition or other proceedings, petitions or applications for revocation of any such patent, copyright, trademark or other analogous protection.
(c) If Company is unable, after reasonable effort, to secure Consultant's signature on any application for patent, copyright, trademark or other analogous registration or other documents regarding any legal protection relating to an Invention, whether because of Consultant's physical or mental incapacity or by any other reason whatsoever, Consultant hereby irrevocably designates and appoints Company and its duly authorized officers and agents as his agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance letters of patent, trade secrets, copyright or trademark registrations application thereof, as may be determined by the Company or its Subsidiaries or Affiliates to be reasonably necessary. The Company, in its sole discretion, may agree to pay the Participant a reasonable fee to defray any other legal protection thereon with costs or time incurred by the same legal force Participant in providing such assistance. The Participant shall not be entitled to any additional or special compensation or reimbursement regarding any and effect as if executed by Consultantall such writings, inventions, improvements, processes, procedures and techniques.
Appears in 13 contracts
Sources: Performance Restricted Stock Unit Award Agreement (Par Pacific Holdings, Inc.), Nonstatutory Stock Option Agreement (Par Pacific Holdings, Inc.), Restricted Stock Award Agreement (Par Pacific Holdings, Inc.)
Assignment of Inventions. (a) If at The Employee expressly understands and agrees that any time and all right or times prior tointerest he may obtain in any designs, during the term of this Agreement or during the twotrade secrets, technical specifications and technical data, know-year period following the termination of this Agreement (either alone or with others) makeshow and show-how, conceivescustomer and vendor lists, createsmarketing plans, discoverspricing policies, invents or reduces to practice any inventioninventions, modificationconcepts, discoveryideas, design, development, improvement, process, software program, work works of authorship, documentation, formulaformulae, data, techniquedesigns, know-howtechniques, trade secretdiscoveries, improvements or intellectual property right whatsoever rights of any kind or any interest therein (whether or not patentable or registrable under copyright, trademark or similar statutes (including, but not limited to, the Semiconductor Chip Protection Act) or subject to analogous protection (eachprotection) that he, an "Invention") whether alone or jointly with others, authors, conceives, devises, develops, reduces to practice, or otherwise obtains during the Employee's employment with the Employer, and that (i) relates relate to or arise out of his employment with the Employer; (ii) relate to the Business of Company Employer's present or any of its Affiliates or any customer of or supplier to Company or any of its Affiliates planned business or any of the products or services being designed, conceived, developed, marketed, manufactured or sold distributed by Company the Employer or any of its Affiliates or which that may be used in relation therewith; or (ii) results from tasks assigned to Consultant by Company or any of its Affiliates; or (iii) results result from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for or by Company the Employer; (iv) result from activities engaged in during the Employer's time; and/or (v) result from use of Confidential Information of the Employer whether such use occurred prior to or any of its Affiliatesduring the Employee's employment with the Employer (the "Inventions"), then all such Inventions and the benefits thereof are and shall immediately become the sole and absolute property of Company the Employer and its assigns, as works made for hire or otherwise. Consultant The Employee hereby assigns to the Employer the sole and exclusive right to such Inventions. The Employee agrees that he shall will promptly disclose to Company (the Employer any and all such Inventions, and that, upon request of the Employer, the Employee will execute and deliver any and all documents or instruments and take any persons designated by it) each such Invention. Consultant hereby assigns all rights (includingother action which the Employer shall deem necessary to assign to and vest completely in the Employer, but not limited to perfect trademark, copyright and patent protection with respect to, rights or to otherwise protect the Employer's trade secrets and proprietary interest in such Inventions. The Employer agrees to pay any inventions, patentable subject matter, copyrights and trademarks) he may have or may acquire in the Inventions and all benefits and/or rights resulting therefore to Company and its assigns without further compensation and shall communicate, without cost or delay, and without disclosing to others the same, all available information relating thereto (with all necessary plans and models) to Company.
(b) Consultant hereby agrees to, during the term of this Agreement and at any time thereafter, at the request and cost of Company, promptly sign, execute, make and do all such deeds, documents, acts and things as Company and its duly authorized officers may reasonably require:
(i) to apply for, obtain, register and vest in the name of Company alone (unless the Company otherwise directs) patents, copyrights, trademarks or other analogous protection in any country throughout the world relating to an Invention and when so obtained or vested to renew and restore the same; and
(ii) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition or other proceedings, petitions or applications for revocation of any such patent, copyright, trademark and patent fees and expenses or other analogous protection.
(c) If Company costs incurred by the Employee for any assistance rendered to the Employer pursuant to this Section. In the event the Employer is unable, after reasonable effort, to secure Consultantthe Employee's signature on any application for letters, patent, copyright, trademark copyright or other analogous registration or other documents regarding any legal protection relating to an Invention, whether because of Consultant's physical or mental incapacity or by any other reason whatsoever, Consultant the Employee hereby irrevocably designates and appoints Company the Employer and any of its duly authorized officers and agents as his agent and attorney-in-fact, to act for and in on his behalf and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright or trademark registrations or any other legal analogous protection thereon with the same legal force and effect as if executed by Consultantthe Employee. The obligations in this Section shall continue beyond the termination of the Employee's employment.
Appears in 7 contracts
Sources: Employment Agreement (Presstek Inc /De/), Employment Agreement (Presstek Inc /De/), Employment Agreement (Presstek Inc /De/)
Assignment of Inventions. (a) If at Executive shall promptly make full written disclosure to Company, will hold in trust for the sole right and benefit of Company, and hereby assigns, transfers, conveys, grants and sets over to Company, or its designee, all Executive’s worldwide right, title, and interest in and to any time or times prior toand all inventions, during the term of this Agreement or during the two-year period following the termination of this Agreement (either alone or with others) makes, conceives, creates, discovers, invents or reduces to practice any invention, modification, discovery, design, development, improvement, process, software program, work original works of authorship, documentationdevelopments, formulaconcepts, improvements or trade secrets, including, but not limited to, all writings, documents, discoveries, computer programs or instructions (whether in source code, object code, or any other form), plans, memoranda, tests and test results, research, designs, graphical elements, graphic layouts and designs, website designs, computer graphics, computer animations, artwork models, advertisements, marketing materials, specifications, data, techniquediagrams, know-howsales and marketing techniques, trade secretcustomer training materials and techniques, flow charts, and/or other techniques (whether reduced to written form or otherwise) that Executive may solely or jointly create, make, record, discover, conceive, develop or reduce to practice, or intellectual property right whatsoever cause to be created, made, recorded, discovered, conceived, developed or reduced to practice, whether during working hours at Company’s facility or at any interest therein (other time or location, whether upon the request or suggestion of Company or otherwise, and whether or not patentable or registrable under copyright, trademark copyright or similar statutes laws, from the date Executive’s employment with Company commenced until Executive’s cessation of employment with Company, which relate in any way to Company’s existing or subject to analogous protection (eachproposed business, an "Invention") that (i) relates to the Business of Company or any of its Affiliates or any customer of or supplier to Company or any of its Affiliates or any of the products or services being developedresearch and development, manufactured or sold by Company or any of its Affiliates or which may be used in relation therewith; or (ii) results from tasks assigned to Consultant by Company or any of its Affiliates; or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by Company or any of its Affiliates, then all such Inventions and the benefits thereof are and shall immediately become the sole and absolute property of Company and its assigns, as works made for hire or otherwise. Consultant hereby agrees that he shall promptly disclose to Company (or any persons designated by it) each such Invention. Consultant hereby assigns all rights (including, but not limited to, the work that Executive performs for Company (collectively referred to as “Inventions”). The Inventions shall include any and all intellectual property rights to any inventions, patentable subject matter, copyrights and trademarks) he may have or may acquire inherent in the Inventions and all benefits and/or rights resulting therefore to Company and its assigns without further compensation and shall communicateappurtenant thereto including, without cost or delay, and without disclosing to others the samelimitation, all available information relating thereto (with all necessary plans and models) to Company.
(b) Consultant hereby agrees to, during the term of this Agreement and at any time thereafter, at the request and cost of Company, promptly sign, execute, make and do all such deeds, documents, acts and things as Company and its duly authorized officers may reasonably require:
(i) to apply for, obtain, register and vest in the name of Company alone (unless the Company otherwise directs) patentspatent rights, copyrights, trademarks trademarks, know-how and trade secrets (collectively referred to as “Intellectual Property Rights”). Executive further acknowledges that all original works of authorship which are made by Executive (solely or other analogous protection jointly with others) from the date Executive’s employment with Company commenced until Executive’s cessation of employment with Company that relates in any country throughout manner to the world relating to an Invention and when so obtained current or vested to renew and restore the same; and
(ii) to defend any judicial, opposition or other proceedings in respect future business of such applications and any judicial, opposition or other proceedings, petitions or applications for revocation of any such patent, copyright, trademark or other analogous protection.
(c) If Company is unable, after reasonable effort, to secure Consultant's signature on any application for patent, copyright, trademark or other analogous registration or other documents regarding any legal protection relating to an Invention, whether because of Consultant's physical or mental incapacity or by any other reason whatsoever, Consultant hereby irrevocably designates and appoints Company and its duly authorized officers and agents which are protectable by copyright are “works made for hire,” as his agent and attorney-in-fact, to act for and that term is defined in his behalf and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of patent, copyright or trademark registrations or any other legal protection thereon with the same legal force and effect as if executed by ConsultantUnited States Copyright Act.
Appears in 5 contracts
Sources: Employment Agreement (Daystar Technologies Inc), Employment Agreement (Daystar Technologies Inc), Employment Agreement (Daystar Technologies Inc)
Assignment of Inventions. (a) If at any time or times prior to, during the term of this Agreement or during the two-year period following the termination of this Agreement (either alone or with others) makes, conceives, creates, discovers, invents or reduces to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, trade secret, or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright, trademark or similar statutes or subject to analogous protection (each, an "Invention") that (i) relates to the Business of Company or any of its Affiliates or any customer of or supplier to Company or any of its Affiliates or any of the products or services being developed, manufactured or sold by Company or any of its Affiliates or which may be used in relation therewith; or (ii) results from tasks assigned to Consultant by Company or any of its Affiliates; or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by Company or any of its Affiliates, then all such Inventions and the benefits thereof are and shall immediately become the sole and absolute property of Company and its assigns, as works made for hire or otherwise. Consultant hereby agrees that he shall promptly disclose to Company (or any persons designated by it) each such Invention. Consultant hereby assigns all rights (including, but not limited to, rights to any inventions, patentable subject matter, copyrights and trademarks) he may have or may acquire in the Inventions and all benefits and/or rights resulting therefore to Company and its assigns without further compensation and shall communicate, without cost or delay, and without disclosing to others the same, all available information relating thereto (with all necessary plans and models) to Company.
(b) Consultant hereby agrees to, during the term of this Agreement and at any time thereafter, at the request and cost of Company, promptly sign, execute, make and do all such deeds, documents, acts and things as Company and its duly authorized officers may reasonably require:
(i) to apply for, obtain, register and vest in the name of Company alone (unless the Company otherwise directs) patents, copyrights, trademarks or other analogous protection in any country throughout the world relating to an Invention and when so obtained or vested to renew and restore the same; and
(ii) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition or other proceedings, petitions or applications for revocation of any such patent, copyright, trademark or other analogous protection.
(c) If Company is unable, after reasonable effort, to secure Consultant's signature on any application for patent, copyright, trademark or other analogous registration or other documents regarding any legal protection relating to an Invention, whether because of Consultant's physical or mental incapacity or by any other reason whatsoever, Consultant hereby irrevocably designates and appoints Company and its duly authorized officers and agents as his her agent and attorney-in-fact, to act for and in his her behalf and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of patent, copyright or trademark registrations or any other legal protection thereon with the same legal force and effect as if executed by Consultant.
Appears in 3 contracts
Sources: Consulting Agreement (Calypso Wireless Inc), Consulting Agreement (Calypso Wireless Inc), Consulting Agreement (Calypso Wireless Inc)
Assignment of Inventions. (a) If at any time or times prior to, during the term of this Agreement or during the two-year period following the termination of this Agreement (either alone or with others) Executive makes, conceives, creates, discovers, invents or reduces to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, trade secret, or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright, trademark or similar statutes or subject to analogous protection (each, each an "Invention") that (i) relates to the Business of Company TASKER or any of ▇▇▇ ▇f its Affiliates subsidiaries or affiliates or any customer of or supplier to Company TASKER or any of ▇▇▇ ▇f its Affiliates affiliates or any of the products or services being developed, manufactured or sold by Company TASKER or any of ▇▇▇ ▇f its Affiliates affiliates or which may be used in relation therewith; or (ii) results from tasks assigned to Consultant Executive by Company TASKER or any of ▇▇▇ ▇f its Affiliatessubsidiaries or affiliates; or (iii) results from the use of TASKERS premises or personal property (whether tangible or intangible) owned, leased or contracted for by Company TASKER or any ▇▇▇ of its Affiliatessubsidiaries or affiliates, then all such Inventions and the benefits thereof are and shall immediately become the sole and absolute property of Company and its TASKER an▇ ▇▇▇ assigns, as works made for hire or otherwise. Consultant Executive hereby agrees that he shall promptly disclose to Company TASKER (or any persons o▇ ▇▇▇ person designated by it) each such Inventioninvention. Consultant Executive hereby assigns all rights (including, including but not limited to, rights to any inventions, patentable subject matter, copyrights and trademarks) he may have or may acquire in the Inventions and all benefits and/or rights resulting therefore to Company and its TASKER an▇ ▇▇▇ assigns without further compensation and shall communicate, without cost or delay, and without disclosing to others the same, all available information relating thereto (with all necessary plans and models) to Company.
TASKER. N▇▇▇▇▇▇standing anything contained in this Agreement or in this Paragraph, any Invention that does not relate to TASKERS business shall remain the exclusive property of Executive and TASKER sh▇▇▇ have no claim to such invention, and under no circumstances shall Executive have the duty or obligation to assign all rights (b) Consultant hereby agrees including, but not limited to, during the term of this Agreement rights to any inventions, patentable subject matter, copyrights and at any time thereafter, at the request trademarks) he may have or may acquire to such Inventions and cost of Company, promptly sign, execute, make and do all such deeds, documents, acts and things as Company and its duly authorized officers may reasonably require:
(i) to apply for, obtain, register and vest in the name of Company alone (unless the Company otherwise directs) patents, copyrights, trademarks or other analogous protection in any country throughout the world relating to an Invention and when so obtained or vested to renew and restore the same; and
(ii) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition or other proceedings, petitions or applications for revocation of any such patent, copyright, trademark or other analogous protectionbenefits and/or rights resulting therefore.
(c) If Company is unable, after reasonable effort, to secure Consultant's signature on any application for patent, copyright, trademark or other analogous registration or other documents regarding any legal protection relating to an Invention, whether because of Consultant's physical or mental incapacity or by any other reason whatsoever, Consultant hereby irrevocably designates and appoints Company and its duly authorized officers and agents as his agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of patent, copyright or trademark registrations or any other legal protection thereon with the same legal force and effect as if executed by Consultant.
Appears in 2 contracts
Sources: Executive Employment Agreement (Tasker Capital Corp), Executive Employment Agreement (Tasker Capital Corp)
Assignment of Inventions. (a) If at As between the Company and myself, I agree that all right, title, and interest in and to any time or times prior to, during the term of this Agreement or during the two-year period following the termination of this Agreement (either alone or with others) makes, conceives, creates, discovers, invents or reduces to practice any invention, modification, discovery, design, development, improvement, process, software program, work and all copyrightable works of authorship, documentationcomputer software, formulanotes, datarecords, techniquedrawings, know-howdesigns, inventions, improvements, developments, discoveries, mask works and trade secrets (collectively, “Works”) conceived, discovered, authored, invented, developed or reduced to practice by me, solely or in collaboration with others, during my employment with the Company, or with the use of the Company’s equipment, supplies, facilities, or Confidential Information, as well as any copyrights, patents, trade secretsecrets, mask work rights or other intellectual property right whatsoever rights relating to the foregoing, excluding any Works that I developed entirely on my own time without using the Company’s equipment, supplies, facilities or any interest therein (whether or not patentable or registrable under copyrightConfidential Information, trademark or similar statutes or subject to analogous protection (each, an "Invention") except for those Works that (i) relates relate to the Business of Company Company’s business or any of its Affiliates actual or any customer of demonstrably anticipated research or supplier to Company or any of its Affiliates or any of the products or services being developeddevelopment, manufactured or sold by Company or any of its Affiliates or which may be used in relation therewith; or (ii) results result from tasks assigned to Consultant any work performed by me for the Company or any of its Affiliates; or (iii) results from the use of premises or personal property (whether tangible or intangible) ownedeach an “Invention” and collectively, leased or contracted for by Company or any of its Affiliates“Inventions”), then all such Inventions and the benefits thereof are and shall immediately become the sole and absolute property of the Company entity that is my then-current employer (“Company Entity”). I agree to promptly make full written disclosure to the Company of any Inventions, and to deliver and assign and I do hereby irrevocably assign fully to the Company Entity all of my right, title and interest in and to all Inventions. I agree that this assignment includes a present conveyance to the Company Entity of ownership of Inventions that are not yet in existence. I further acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of and during the period of my employment with the Company and its assigns, as that are protectable by copyright are “works made for hire or otherwise. Consultant hereby agrees hire” (to the greatest extent permitted by applicable law), as that he shall promptly disclose to Company (or any persons designated by it) each such Invention. Consultant hereby assigns all rights (including, but not limited to, rights to any inventions, patentable subject matter, copyrights and trademarks) he may have or may acquire term is defined in the United States Copyright Act. I understand and agree that the decision whether or not to commercialize or market any Inventions is within the Company’s sole discretion and all benefits and/or rights resulting therefore to Company and its assigns without further compensation and shall communicate, without cost or delayfor the Company’s sole benefit, and without disclosing to others the same, all available information relating thereto (with all necessary plans and models) to Company.
(b) Consultant hereby agrees to, during the term of this Agreement and at any time thereafter, at the request and cost of Company, promptly sign, execute, make and do all such deeds, documents, acts and things as Company and its duly authorized officers may reasonably require:
(i) to apply for, obtain, register and vest in the name of Company alone (unless the Company otherwise directs) patents, copyrights, trademarks that no royalty or other analogous protection in any country throughout consideration will be due to me as a result of the world relating Company’s efforts to an Invention and when so obtained commercialize or vested to renew and restore the same; and
(ii) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition or other proceedings, petitions or applications for revocation of market any such patent, copyright, trademark or other analogous protectionInventions.
(c) If Company is unable, after reasonable effort, to secure Consultant's signature on any application for patent, copyright, trademark or other analogous registration or other documents regarding any legal protection relating to an Invention, whether because of Consultant's physical or mental incapacity or by any other reason whatsoever, Consultant hereby irrevocably designates and appoints Company and its duly authorized officers and agents as his agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of patent, copyright or trademark registrations or any other legal protection thereon with the same legal force and effect as if executed by Consultant.
Appears in 2 contracts
Sources: Employment Agreement (Semtech Corp), Employment Agreement (Semtech Corp)
Assignment of Inventions. (a) If at any time or times prior toThe Employee agrees as follows:
3.1 To disclose to the Company all discoveries, during the term of this Agreement or during the two-year period following the termination of this Agreement (either alone or with others) makesconcepts, conceivesinnovations, createsimprovements, discoversdevelopments, invents or reduces to practice any inventionmethods, modificationdesigns, discoveryanalyses, designdrawings, developmentreports, improvementpatent applications, process, software program, copyrightable work of authorship, documentation, formula, data, technique, know-how, trade secret, or intellectual property right whatsoever or any interest therein and mask work (whether or not including any Proprietary Information), inventions, patentable or registrable under copyrightunpatentable ideas, trademark and all technical or similar statutes business innovations developed, conceived, prepared or subject created by him solely or in combination with others during the period of his employment, excluding any of the foregoing that has no relation to analogous protection ethanol or the Company’s business and was not developed, conceived, prepared or created in connection with Employer’s activities on behalf of the Company (each“Inventions”);
3.2 To assign, an "Invention") that and Employee hereby does assign, to the Company, as its exclusive property, all Inventions (i) relates that are in any way within the scope of or related to the Business business of Company any Celunol Company, or any of its Affiliates or any customer of or supplier as to Company or any of its Affiliates or any of which the products or services being developedEmployee may receive information due to his employment, manufactured or sold by Company or any of its Affiliates or which may be used in relation therewith; or (ii) results that result from tasks assigned to Consultant or are suggested by Company or any of its Affiliates; work which the Employee may do for the Company, or (iii) results from that otherwise are made through the use of premises any Celunol Company time, facilities or personal property (whether tangible materials;
3.3 That any such Invention so required to be assigned shall be considered a work made for hire for the Company as such term is defined in Section 101 of the United State Copyright Act of 1976, as amended;
3.4 To execute all necessary or intangible) owneddesirable, leased in the Company’s opinion, documents and otherwise provide proper assistance during and subsequent to his employment to enable the Company to obtain, secure, maintain and/or enforce for itself or contracted its nominees, copyrights, patents or other legal protection for such Inventions, with all out-of-pocket expenses in connection with the foregoing to be borne by the Company;
3.5 To make and maintain for the Company or any adequate and current written records of its Affiliates, then all such Inventions and or innovations, which records shall at all times remain on any Celunol Company’s premises.
3.6 Employee hereby represents that, except as he has disclosed in writing to the benefits thereof are and shall immediately become Company, he is not bound by the sole and absolute property terms of Company and its assignsany agreement with any previous employer or other party to refrain from using or disclosing any trade secret or Confidential or Proprietary Information in the course of his employment with the Company, as works made for hire or otherwise. Consultant hereby agrees that he shall promptly disclose to Company (refrain from competing, directly or indirectly, with the business of any such previous employer or any persons designated by it) each such Inventionother party. Consultant hereby assigns Employee further represents that his performance of all rights (including, but not limited to, rights to any inventions, patentable subject matter, copyrights and trademarks) he may have or may acquire in the Inventions and all benefits and/or rights resulting therefore to Company and its assigns without further compensation and shall communicate, without cost or delay, and without disclosing to others the same, all available information relating thereto (with all necessary plans and models) to Company.
(b) Consultant hereby agrees to, during the term terms of this Agreement and at any time thereafter, at the request and cost as an employee of Company, promptly sign, execute, make and do all such deeds, documents, acts and things as Company and its duly authorized officers may reasonably require:
(i) to apply for, obtain, register and vest in the name of Company alone (unless the Company otherwise directs) patentsdoes not and will not breach any agreement to keep in confidence Proprietary Information, copyrights, trademarks knowledge or other analogous protection data acquired by him in any country throughout the world relating confidence or in trust prior to an Invention and when so obtained or vested to renew and restore the same; and
(ii) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition or other proceedings, petitions or applications for revocation of any such patent, copyright, trademark or other analogous protection.
(c) If Company is unable, after reasonable effort, to secure Consultant's signature on any application for patent, copyright, trademark or other analogous registration or other documents regarding any legal protection relating to an Invention, whether because of Consultant's physical or mental incapacity or by any other reason whatsoever, Consultant hereby irrevocably designates and appoints Company and its duly authorized officers and agents as his agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of patent, copyright or trademark registrations or any other legal protection thereon employment with the same legal force Company; and effect as if executed by ConsultantEmployee will not disclose to the Company or induce the Company to use any Confidential or Proprietary Information or material belonging to any previous employer or others.
Appears in 1 contract
Sources: Employee Invention, Non Competition and Confidentiality Agreement (Diversa Corp)
Assignment of Inventions. (a) If at any time To the extent not prohibited by agreements or times prior tolegally enforceable policies to which Consultant is a party or by which Consultant is bound which were in existence before the date of this Agreement (the "Prior Agreements") all Inventions (as defined in Section 3.4 hereof) conceived of or made by the Consultant, either alone or with others, during the term of this Agreement or during the two-year period following the termination of this Agreement (either alone or with others) makesAgreement, conceives, creates, discovers, invents or reduces to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, trade secret, or intellectual property right whatsoever or any interest therein (whether or not patentable such Inventions are conceived of or registrable under copyrightmade during the Consultant's regular working hours while performing Services or whether or not the Consultant is then actually rendering Services, trademark or similar statutes or subject to analogous protection (each, an "Invention") that which (i) relates to the Business of Company are developed, in whole or any of its Affiliates or any customer of or supplier to Company or any of its Affiliates or in part, in reliance upon any of the products Company's equipment or services being developedsupplies (except for such Company equipment or supplies, manufactured if any, which are located at the VAMC or sold by Company or any of its Affiliates or UC-SF laboratories and which may be are used in relation therewith; other research activities of Consultant for work under other Agreements with Company), facilities or Confidential Information (as defined in Section 3 hereof), or (ii) results result from tasks assigned to any work performed by the Consultant by for the Company or any of its Affiliates; or (iii) results from the use of premises or personal property (whether tangible or intangible) owneddesignees, leased or contracted for by Company or any of its Affiliates, then all such Inventions and the benefits thereof are and shall immediately become be the sole and absolute property of Company and its assignsthe Company, whether as "works made for hire hire" or otherwise. Except to the extent the Consultant is expressly prohibited from doing so by the Prior Agreements, the Consultant hereby agrees that he shall promptly disclose irrevocably assigns and transfers to the Company (or all of Consultant's right, title and interest in and to all such Inventions, including any persons designated by it) each such Invention. Consultant hereby assigns and all rights (including, but not limited to, rights to any inventions, patentable subject matterpatent rights, copyrights and trademarks) he may have or may acquire moral rights in the Inventions and all benefits and/or rights resulting therefore to Company and its assigns without further compensation and shall communicate, without cost or delaysuch Inventions, and without disclosing the Consultant shall not disclose any such Inventions to others without the same, all available information relating thereto (with all necessary plans and models) to express written consent of the Company.
(b) Consultant hereby agrees toFor the purpose of this Agreement, an Invention is deemed to have been made during the term of this Agreement if, during such period, the Invention was conceived or first actually reduced to practice; and at any time thereafterpatent applications filed by Consultant, at either alone or with others, within one (1) year following expiration of the request and cost term of Company, promptly sign, execute, make and do all such deeds, documents, acts and things as Company and its duly authorized officers may reasonably require:
(i) this Agreement shall be presumed to apply for, obtain, register and vest in the name of Company alone (unless the Company otherwise directs) patents, copyrights, trademarks or other analogous protection in any country throughout the world relating relate to an Invention and when so obtained or vested with respect to renew and restore which the same; and
(ii) Company has rights pursuant to defend this Section 3.1, unless the Consultant can prove to the contrary by a preponderance of the evidence. Notwithstanding anything to the contrary contained herein, this Section 3 shall not apply to any judicial, opposition or other proceedings in respect Invention which fully qualified under Section 2870 of such applications and any judicial, opposition or other proceedings, petitions or applications for revocation of any such patent, copyright, trademark or other analogous protectionthe California Labor Code.
(c) If Consultant represents and warrants to Company is unablethat he has disclosed all such Prior Agreements to Company on Schedule A attached hereto, after reasonable effortincluding his Prior Agreements with the VAMC and UC-SF (which Company hereby acknowledges), and that during the term of this Agreement, he shall disclose to secure Consultant's signature on any application for patent, copyright, trademark or other analogous registration or other documents regarding any legal protection relating the Company his desire to an Invention, whether because of Consultant's physical or mental incapacity or by enter into any other reason whatsoever, agreements which might impair his obligations hereunder prior to entering into such other agreements. Consultant hereby irrevocably designates represents and appoints warrants that he will promptly disclose to the Company and its duly authorized officers and agents as his agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications or other documents and inventions that might be subject to do all other lawfully permitted acts to further the prosecution and issuance of patent, copyright or trademark registrations or any other legal protection thereon with the same legal force and effect as if executed by Consultantthis Section 3.
Appears in 1 contract
Assignment of Inventions. (a) If at any time or times prior toduring Blech's employment, during the term of this Agreement or during the two-year period following the termination of this Agreement Blech shall (either alone or with others) makesmake, conceivesconceive, creates, discovers, invents discover or reduces reduce to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, trade secret, secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright, trademark copyright or similar statutes or subject to analogous protection protection) (each, an herein called "InventionDevelopments") that (ia) relates to the Business business of Company or any of its Affiliates or any customer of or supplier to Company or any of its Affiliates ITPI or any of the products or services being developed, manufactured or sold by Company ITPI or any of its Affiliates or which that may be used in relation therewith; or , (iib) results from tasks assigned to Consultant him by Company or any of its Affiliates; ITPI or (iiic) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by Company or any of its AffiliatesITPI, then all such Inventions Developments and the benefits thereof are and shall immediately become the sole and absolute property of Company ITPI and its assigns, as works made for hire or otherwise. Consultant hereby agrees that he and Blech shall promptly disclose to Company ITPI (or any persons designated by it) each such Invention. Consultant Development and hereby assigns all any rights (including, but not limited to, rights to any inventions, patentable subject matter, copyrights and trademarks) he Blech may have or may acquire in the Inventions Developments and all benefits and/or rights resulting therefore therefrom to Company ITPI and its assigns without further compensation and shall communicate, without cost or delay, and without disclosing to others publishing the same, all available information relating thereto (with all necessary plans and models) to Company.
(b) Consultant hereby agrees toITPI. Upon disclosure of each Development to ITPI, Blech will, during the term of this Agreement his employment and at any time thereafter, at the request and cost expense of CompanyITPI, promptly sign, execute, make and do all such deeds, documents, acts and things as Company ITPI and its duly authorized officers agents may reasonably require:
(i) to apply for, obtain, register obtain and vest in the name of Company ITPI alone (unless the Company ITPI otherwise directs) patentsletters patent, copyrights, trademarks copyrights or other analogous protection in any country throughout the world relating to an Invention and when so obtained or vested to renew and restore the same; and
(ii) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition proceedings or other proceedings, petitions or applications for revocation of any such letters patent, copyright, trademark copyright or other analogous protection.
(c) If Company . In the event ITPI is unable, after reasonable effort, to secure ConsultantBlech's signature on any application for letters patent, copyright, trademark copyright or other analogous registration or other documents regarding any legal protection relating to an Inventiona Development, whether because of ConsultantBlech's physical or mental incapacity or by for any other reason whatsoeverreason, Consultant Blech hereby irrevocably designates and appoints Company ITPI and its duly authorized officers and agents as his agent Blech's agents and attorneyattorneys-in-fact, to act for and in his behalf of Blech and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright or trademark registrations or any other legal analogous protection thereon with the same legal force and effect as if executed by ConsultantBlech.
Appears in 1 contract
Assignment of Inventions. (a) If at any time or times prior to, during the term of this Agreement or during the two-year period following the termination of this Agreement (either alone or with others) Consultant makes, conceives, creates, discovers, invents or reduces to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, trade secret, or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright, trademark or similar statutes or subject to analogous protection (each, an "Invention") that (i) relates to the Business of Company DynEco or any of its Affiliates affiliates or any customer of or supplier to Company DynEco or any of its Affiliates affiliates or any of the products or services being developed, manufactured or sold by Company DynEco or any of its Affiliates affiliates or which may be used in relation therewith; or (ii) results from tasks assigned to Consultant by Company the DynEco or any of its Affiliatesaffiliates; or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by Company DynEco or any of its Affiliatesaffiliates, then all such Inventions and the benefits thereof are and shall immediately become the sole and absolute property of Company DynEco or its affiliates, as the case may be, and its their respective assigns, as works made for hire or otherwisehire. Consultant hereby agrees that he it shall promptly disclose to Company DynEco (or any persons designated by it) each such Invention. Consultant hereby assigns all rights (including, but not limited to, rights to any inventions, patentable subject matter, copyrights and trademarks) he may have or may acquire in the Inventions and all benefits and/or rights resulting therefore to Company DynEco and its assigns without further compensation and shall communicate, without cost or delay, and without disclosing to others the same, all available information relating thereto (with all necessary plans and models) to CompanyDynEco.
(b) Consultant hereby agrees to, during the term of this Agreement and at any time thereafter, at the request and cost of CompanyDynEco, promptly sign, execute, make and do all such deeds, documents, acts and things as Company DynEco and its duly authorized officers may reasonably require:
: (i) to apply for, obtain, register and vest in the name of Company DynEco or its affiliates, alone (unless the Company DynEco otherwise directs) ), patents, copyrights, trademarks or other analogous protection in any country throughout the world relating to an Invention and when so obtained or vested to renew and restore the same; and
(ii) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition or other proceedings, petitions or applications for revocation of any such patent, copyright, trademark or other analogous protection.
(c) If Company is unable, after reasonable effort, to secure Consultant's signature on any application for patent, copyright, trademark or other analogous registration or other documents regarding any legal protection relating to an Invention, whether because of Consultant's physical or mental incapacity or by any other reason whatsoever, Consultant hereby irrevocably designates and appoints Company and its duly authorized officers and agents as his agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of patent, copyright or trademark registrations or any other legal protection thereon with the same legal force and effect as if executed by Consultant.
Appears in 1 contract
Sources: Business Advisory and Consulting Agreement (Dyneco Corp)
Assignment of Inventions. (a) If at any time or times prior to, during the term of this Agreement Agreement, or during the two-for a one year period following the termination of this Agreement and/or Executive's employment, (either alone or with others) Executive makes, conceives, creates, discovers, invents or reduces to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, trade secret, or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright, trademark or similar statutes or subject to analogous protection (each, an "Invention") that (i) relates to the Business of Company or any of its Affiliates or any customer of or supplier to Company or any of its Affiliates or any of the products or services being developed, manufactured or sold by Company Tasker or any of its Affiliates or which Affiliate▇ ▇▇ ▇hich may be used in relation therewith; or (ii) results from tasks assigned to Consultant Executive by Company Tasker or any of its AffiliatesAffiliate▇; or ▇▇ (iii) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by Company Tasker or any of its AffiliatesAffiliate▇, then ▇▇▇n all such Inventions and the benefits thereof are and shall immediately become the sole and absolute property of Company Tasker and its assigns, as works made wor▇▇ ▇▇▇e for hire or otherwise. Consultant Executive hereby agrees that he shall promptly disclose to Company Tasker (or any persons designated by designa▇▇▇ ▇▇ it) each such Invention. Consultant Executive hereby assigns all rights (including, but not limited to, rights to any inventions, patentable subject matter, copyrights and trademarks) he may have or may acquire in the Inventions and all benefits and/or rights resulting therefore to Company Tasker and its assigns without further ▇▇▇▇▇er compensation and shall communicate, without cost or delay, and without disclosing to others the same, all available information relating thereto (with all necessary plans and models) to CompanyTasker. .
(b) Consultant hereby agrees to, during the term of this Agreement and at any time thereafter, at the request and cost of Company, promptly sign, execute, make and do all such deeds, documents, acts and things as Company and its duly authorized officers may reasonably require:
(i) to apply for, obtain, register and vest in the name of Company alone (unless the Company otherwise directs) patents, copyrights, trademarks or other analogous protection in any country throughout the world relating to an Invention and when so obtained or vested to renew and restore the same; and
(ii) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition or other proceedings, petitions or applications for revocation of any such patent, copyright, trademark or other analogous protection.
(c) If Company is unable, after reasonable effort, to secure Consultant's signature on any application for patent, copyright, trademark or other analogous registration or other documents regarding any legal protection relating to an Invention, whether because of Consultant's physical or mental incapacity or by any other reason whatsoever, Consultant hereby irrevocably designates and appoints Company and its duly authorized officers and agents as his agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of patent, copyright or trademark registrations or any other legal protection thereon with the same legal force and effect as if executed by Consultant.
Appears in 1 contract
Sources: Executive Employment Agreement (Tasker Capital Corp)
Assignment of Inventions. (ai) If at any time or times prior toIf, during the term in Executive’s capacity as an employee of this Agreement or during the two-year period following the termination of this Agreement Company, Executive (either alone or with others) makes, conceives, creates, discovers, invents or reduces to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, trade secret, secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable able to be registered under copyright, trademark or similar statutes or subject to analogous protection protection) (eachherein called “Inventions”), an "Invention") that (i) relates to the Business current business of Company or any of its Affiliates related or any customer of affiliated entity (or supplier to a business that Company or any of its Affiliates can demonstrate was contemplated by Company at the time Executive created the Invention) or any of the products or services being developed, manufactured or sold by Company or any of its Affiliates related or which may affiliated entity or that is designed to be used in relation therewith; or , (ii) results from tasks assigned to Consultant Executive by Company or any of its Affiliates; related or affiliated entity or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for or by Company or any of its Affiliatesrelated or affiliated entity, then all such Inventions and the benefits thereof are and shall immediately become the sole and absolute property of Company and its assigns, as works made Works Made for hire Hire, as defined in 17 U.S.C. § 101 or otherwise. Consultant hereby agrees that he , and Executive shall promptly disclose to Company (or any persons designated by it) each such Invention. Consultant , and, as may be necessary to ensure Company’s ownership of such Inventions, Executive (i) hereby assigns all any rights (including, but not limited to, rights to any inventions, patentable subject matter, copyrights and trademarkstrademarks and including, without limitation, any and all applications for patents (U.S. and foreign) he and all divisions, continuations, and continuations-in-part thereof) she may have or may acquire in the Inventions and all benefits and/or rights resulting therefore therefrom to Company and its assigns without further compensation and compensation, (ii) shall communicate, without cost or delay, and without disclosing to others the same, all available information relating thereto (with all necessary plans and models) to Company, and (iii) shall assist Company, as is reasonable, in all matters necessary or desirable as regards the prosecution, development, or defense of any such assigned rights, without additional compensation.
(bii) Consultant Company has informed Executive and Executive hereby agrees tothat as provided in Section 2870 of the California Labor Code, the requirement to assign inventions hereunder shall not apply to an invention that (i) Executive develops entirely on Executive’s own time without using Company’s equipment, supplies, facilities or trade secret information not known by Executive independently of his employment relationship with Company and (ii) is not actually or demonstrably related to or based on the work that is being performed by Executive during Executive’s employment with Company. Executive shall take all action and execute and deliver all agreements, assignments, and other documents, including, without limitation, all patent applications and assignments, requested by Company to establish Company’s rights, if any, under this Section and to vest in Company title to all discoveries and intellectual property rights which are the property of Company under this Section. Executive shall disclose to Company all discoveries and intellectual property rights (except those that she is contractually obligated not to disclose) that are conceived by Executive’s during the term of employment which she believes meet the criteria set forth in California Labor Code Section 2870, whether or not the property of Company under the terms of the preceding sentence.
(iii) Executive has attached to this Agreement as Exhibit D, a complete list of all developments, discoveries, improvements, inventions, trade secrets, or technical or journal writings or other works of authorship which she has made or conceived or first reduced to practice alone or jointly with others prior to Executive’s employment by Company which are not subject to a confidentiality agreement that would bar such listing (collectively “Excluded Inventions”); and at any time thereafterExecutive covenants that such list is complete as of the date of this Agreement. If no such list is attached to this Agreement, Executive represents that she has made no Excluded Inventions at the request time of signing this Agreement. Company will not require Executive to assign any rights she may have in any of Excluded Inventions. Furthermore, the listed Excluded Inventions will not be classified as Proprietary Information or Inventions. If, during the period in which Executive maintains Executive’s relationship with Company, she makes, conceives, or reduces the practice alone or jointly with others an Invention that is not a Work Made For Hire owned by Company as described above, and cost that she is not obligated to assign to Company as described above, she shall promptly notify Company in writing and Exhibit D shall be deemed amended to include such Invention as an Excluded Invention; provided, however, that under no circumstances shall Executive’s (i) notification obligations hereunder be deemed to require that Executive divulge to Company information that she is contractually obligated not to so disclose and (ii) failure to so notify Company give rise to any implication or presumption that the applicable Invention is in any way subject to ownership or other rights of Company. Executive shall not, promptly signin the course of Executive’s employment with Company, executeincorporate into a product, make process or machine, an Excluded Invention or any other inventions, technical writings, papers, journal articles, developments, improvements, and trade secrets which were made by Executive prior to Executive’s employment with Company, which are owned by Executive or in which she has an exclusive interest without first notifying Company of Executive’s intention to do all so and without having negotiated and documented with Company an arrangement that would permit Company to use any such deedsincorporated item in the affected product, documents, acts process or machine. Executive acknowledges and things as agrees that Company and its duly authorized officers subsidiaries or affiliates are free to compete or develop information, inventions and products within the areas and type of the Excluded Inventions; provided that any such acknowledgement by Executive shall not be deemed Executive’s agreement that Company may reasonably require:
(i) to apply for, obtain, register and vest in any way infringe upon any rights in the name of Company alone Excluded Inventions owned by Executive or Executive’s co-developers (unless the Company otherwise directs) patents, copyrights, trademarks or other analogous protection in any country throughout the world relating to an Invention and when so obtained or vested to renew and restore the same; and
(ii) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition or other proceedings, petitions or applications for revocation of any such patent, copyright, trademark or other analogous protectionif any).
(c) If Company is unable, after reasonable effort, to secure Consultant's signature on any application for patent, copyright, trademark or other analogous registration or other documents regarding any legal protection relating to an Invention, whether because of Consultant's physical or mental incapacity or by any other reason whatsoever, Consultant hereby irrevocably designates and appoints Company and its duly authorized officers and agents as his agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of patent, copyright or trademark registrations or any other legal protection thereon with the same legal force and effect as if executed by Consultant.
Appears in 1 contract
Sources: Executive Employment Agreement (Arrowroot Acquisition Corp.)
Assignment of Inventions. (a) If at any time or times prior toduring ▇▇▇▇▇'▇ employment, during the term of this Agreement or during the two-year period following the termination of this Agreement ▇▇▇▇▇ shall (either alone or with others) makesmake, conceivesconceive, creates, discovers, invents discover or reduces reduce to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, trade secret, secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright, trademark copyright or similar statutes or subject to analogous protection protection) (each, an herein called "InventionDevelopments") that (ia) relates to the Business business of Company or any of its Affiliates or any customer of or supplier to Company or any of its Affiliates ITPI or any of the products or services being developed, manufactured or sold by Company ITPI or any of its Affiliates or which that may be used in relation therewith; or , (iib) results from tasks assigned to Consultant him by Company or any of its Affiliates; ITPI or (iiic) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by Company or any of its AffiliatesITPI, then all such Inventions Developments and the benefits thereof are and shall immediately become the sole and absolute property of Company ITPI and its assigns, as works made for hire or otherwise. Consultant hereby agrees that he and ▇▇▇▇▇ shall promptly disclose to Company ITPI (or any persons designated by it) each such Invention. Consultant Development and hereby assigns all any rights (including, but not limited to, rights to any inventions, patentable subject matter, copyrights and trademarks) he ▇▇▇▇▇ may have or may acquire in the Inventions Developments and all benefits and/or rights resulting therefore therefrom to Company ITPI and its assigns without further compensation and shall communicate, without cost or delay, and without disclosing to others publishing the same, all available information relating thereto (with all necessary plans and models) to Company.
(b) Consultant hereby agrees toITPI. Upon disclosure of each Development to ITPI, ▇▇▇▇▇ will, during the term of this Agreement his employment and at any time thereafter, at the request and cost expense of CompanyITPI, promptly sign, execute, make and do all such deeds, documents, acts and things as Company ITPI and its duly authorized officers agents may reasonably require:
(i) to apply for, obtain, register obtain and vest in the name of Company ITPI alone (unless the Company ITPT otherwise directs) patentsletters patent, copyrights, trademarks copyrights or other analogous protection in any country throughout the world relating to an Invention and when so obtained or vested to renew and restore the same; and
(ii) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition proceedings or other proceedings, petitions or applications for revocation of any such letters patent, copyright, trademark copyright or other analogous protection.
(c) If Company . In the event ITPI is unable, after reasonable effort, to secure Consultant's ▇▇▇▇▇'▇ signature on any application for letters patent, copyright, trademark copyright or other analogous registration or other documents regarding any legal protection relating to an Inventiona Development, whether because of Consultant's ▇▇▇▇▇'▇ physical or mental incapacity or by for any other reason whatsoeverreason, Consultant ▇▇▇▇▇ hereby irrevocably designates and appoints Company ITPI and its duly authorized officers and agents as his agent ▇▇▇▇▇'▇ agents and attorneyattorneys-in-fact, to act for and in his behalf of ▇▇▇▇▇ and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright or trademark registrations or any other legal analogous protection thereon with the same legal force and effect as if executed by Consultant▇▇▇▇▇.
Appears in 1 contract
Assignment of Inventions. (WORK PRODUCT.
a) Employee further agrees that during his employment she shall not make, use or permit to be used any notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation or other materials of any nature relating to any matter within the scope of the business of Employer or concerning any of its dealings or
b) If at any time or times prior toduring her employment, during the term of this Agreement or during the two-year period following the termination of this Agreement Employee shall (either alone or with others) makesmake, conceivesconceive, creates, discovers, invents discover or reduces reduce to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, trade secret, secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright, trademark copyright or similar statutes or subject to analogous protection protection) (each, an herein called "InventionDevelopments") that (i) relates to the Business business of Company or any of its Affiliates or Employer or, any customer of or supplier to Company or any of its Affiliates Employer or any of the products or services being developed, manufactured or sold by Company or any of its Affiliates Employer or which may be used in relation therewith; or , (ii) results from tasks assigned to Consultant her by Company or any of its Affiliates; Employer or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by Company or any of its AffiliatesEmployer, then all such Inventions Developments and the benefits thereof are and shall immediately become the sole and absolute property of Company Employer and its assigns, as works made for hire or otherwise. Consultant hereby agrees that he and Employee shall promptly disclose to Company Employer (or any persons designated by it) each such Invention. Consultant Development and hereby assigns all any rights (including, but not limited to, rights to any inventions, patentable subject matter, copyrights and trademarks) he she may have or may acquire in the Inventions Developments and all benefits and/or rights resulting therefore therefrom to Company Employer and its assigns without further compensation and shall communicate, without cost or delay, and without disclosing to others publishing the same, all available information relating thereto (with all necessary plans and models) to CompanyEmployer.
(bc) Consultant hereby agrees toUpon disclosure of each Development to Employer, Employee will, during the term of this Agreement her employment and at any time thereafter, at the request and cost of CompanyEmployer, promptly sign, execute, make and do all such deeds, documents, acts and things as Company Employer and its duly authorized officers agents may reasonably require:
(i) to apply for, obtain, register obtain and vest in the name of Company Employer alone (unless the Company Employer otherwise directs) patentsletters patent, copyrights, trademarks copyrights or other analogous protection in any country throughout the world relating to an Invention and when so obtained or vested to renew and restore the same; and
(ii) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition proceedings or other proceedings, petitions or applications for revocation of any such letters patent, copyright, trademark copyright or other analogous protection.
(cd) If Company In the event Employer is unable, after reasonable effort, to secure ConsultantEmployee's signature on any application for letters patent, copyright, trademark copyright or other analogous registration or other documents regarding any legal protection relating to an Inventiona Development, whether because of Consultant's any physical or mental incapacity or by for any other reason whatsoever, Consultant Employee hereby irrevocably designates and appoints Company Employer and its duly authorized officers and agents as his her agent and attorney-in-fact, to act for and in his her behalf and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of patent, copyright or trademark registrations or any other legal protection thereon with the same legal force and effect as if executed by Consultant.and
Appears in 1 contract
Assignment of Inventions. (ai) If at any time or times prior toIf, during the term in Executive’s capacity as an employee of this Agreement or during the two-year period following the termination of this Agreement Company, Executive (either alone or with others) makes, conceives, creates, discovers, invents or reduces to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, trade secret, secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable able to be registered under copyright, trademark or similar statutes or subject to analogous protection protection) (eachherein called “Inventions”), an "Invention") that (i) relates to the Business current business of Company or any of its Affiliates related or any customer of affiliated entity (or supplier to a business that Company or any of its Affiliates can demonstrate was contemplated by Company at the time Executive created the Invention) or any of the products or services being developed, manufactured or sold by Company or any of its Affiliates related or which may affiliated entity or that is designed to be used in relation therewith; or , (ii) results from tasks assigned to Consultant Executive by Company or any of its Affiliates; related or affiliated entity or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for or by Company or any of its Affiliatesrelated or affiliated entity, then all such Inventions and the benefits thereof are and shall immediately become the sole and absolute property of Company and its assigns, as works made Works Made for hire Hire, as defined in 17 U.S.C. § 101 or otherwise. Consultant hereby agrees that he , and Executive shall promptly disclose to Company (or any persons designated by it) each such Invention. Consultant , and, as may be necessary to ensure Company’s ownership of such Inventions, Executive (i) hereby assigns all any rights (including, but not limited to, rights to any inventions, patentable subject matter, copyrights and trademarkstrademarks and including, without limitation, any and all applications for patents (U.S. and foreign) he and all divisions, continuations, and continuations-in-part thereof) she may have or may acquire in the Inventions and all benefits and/or rights resulting therefore therefrom to Company and its assigns without further compensation and compensation, (ii) shall communicate, without cost or delay, and without disclosing to others the same, all available information relating thereto (with all necessary plans and models) to Company, and (iii) shall assist Company, as is reasonable, in all matters necessary or desirable as regards the prosecution, development, or defense of any such assigned rights, without additional compensation.
(bii) Consultant Company has informed Executive and Executive hereby agrees tothat as provided in Section 2870 of the California Labor Code, the requirement to assign inventions hereunder shall not apply to an invention that (i) Executive develops entirely on Executive’s own time without using Company’s equipment, supplies, facilities or trade secret information not known by Executive independently of his employment relationship with Company and (ii) is not actually or demonstrably related to or based on the work that is being performed by Executive during Executive’s employment with Company. Executive shall take all action and execute and deliver all agreements, assignments, and other documents, including, without limitation, all patent applications and assignments, requested by Company to establish Company’s rights, if any, under this Section and to vest in Company title to all discoveries and intellectual property rights which are the property of Company under this Section. Executive shall disclose to Company all discoveries and intellectual property rights (except those that she is contractually obligated not to disclose) that are conceived by Executive’s during the term of employment which she believes meet the criteria set forth in California Labor Code Section 2870, whether or not the property of Company under the terms of the preceding sentence.
(iii) Executive has attached to this Agreement as Exhibit B, a complete list of all developments, discoveries, improvements, inventions, trade secrets, or technical or journal writings or other works of authorship which she has made or conceived or first reduced to practice alone or jointly with others prior to Executive’s employment by Company which are not subject to a confidentiality agreement that would bar such listing (collectively “Excluded Inventions”); and at any time thereafterExecutive covenants that such list is complete as of the date of this Agreement. If no such list is attached to this Agreement, Executive represents that she has made no Excluded Inventions at the request time of signing this Agreement. Company will not require Executive to assign any rights she may have in any of Excluded Inventions. Furthermore, the listed Excluded Inventions will not be classified as Proprietary Information or Inventions. If, during the period in which Executive maintains Executive’s relationship with Company, she makes, conceives, or reduces the practice alone or jointly with others an Invention that is not a Work Made For Hire owned by Company as described above, and cost that she is not obligated to assign to Company as described above, she shall promptly notify Company in writing and Exhibit B shall be deemed amended to include such Invention as an Excluded Invention; provided, however, that under no circumstances shall Executive’s (i) notification obligations hereunder be deemed to require that Executive divulge to Company information that she is contractually obligated not to so disclose and (ii) failure to so notify Company give rise to any implication or presumption that the applicable Invention is in any way subject to ownership or other rights of Company. Executive shall not, promptly signin the course of Executive’s employment with Company, executeincorporate into a product, make process or machine, an Excluded Invention or any other inventions, technical writings, papers, journal articles, developments, improvements, and trade secrets which were made by Executive prior to Executive’s employment with Company, which are owned by Executive or in which she has an exclusive interest without first notifying Company of Executive’s intention to do all so and without having negotiated and documented with Company an arrangement that would permit Company to use any such deedsincorporated item in the affected product, documents, acts process or machine. Executive acknowledges and things as agrees that Company and its duly authorized officers subsidiaries or affiliates are free to compete or develop information, inventions and products within the areas and type of the Excluded Inventions; provided that any such acknowledgement by Executive shall not be deemed Executive’s agreement that Company may reasonably require:
(i) to apply for, obtain, register and vest in any way infringe upon any rights in the name of Company alone Excluded Inventions owned by Executive or Executive’s co-developers (unless the Company otherwise directs) patents, copyrights, trademarks or other analogous protection in any country throughout the world relating to an Invention and when so obtained or vested to renew and restore the same; and
(ii) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition or other proceedings, petitions or applications for revocation of any such patent, copyright, trademark or other analogous protectionif any).
(c) If Company is unable, after reasonable effort, to secure Consultant's signature on any application for patent, copyright, trademark or other analogous registration or other documents regarding any legal protection relating to an Invention, whether because of Consultant's physical or mental incapacity or by any other reason whatsoever, Consultant hereby irrevocably designates and appoints Company and its duly authorized officers and agents as his agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of patent, copyright or trademark registrations or any other legal protection thereon with the same legal force and effect as if executed by Consultant.
Appears in 1 contract
Sources: Executive Employment Agreement (Arrowroot Acquisition Corp.)
Assignment of Inventions. (ai) If at any time or times prior toIf, during the term in Executive’s capacity as an employee of this Agreement or during the two-year period following the termination of this Agreement Company, Executive (either alone or with others) makes, conceives, creates, discovers, invents or reduces to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, trade secret, secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable able to be registered under copyright, trademark or similar statutes or subject to analogous protection protection) (eachherein called “Inventions”), an "Invention") that (i) relates to the Business current business of Company or any of its Affiliates related or any customer of affiliated entity (or supplier to a business that Company or any of its Affiliates can demonstrate was contemplated by Company at the time Executive created the Invention) or any of the products or services being developed, manufactured or sold by Company or any of its Affiliates related or which may affiliated entity or that is designed to be used in relation therewith; or , (ii) results from tasks assigned to Consultant Executive by Company or any of its Affiliates; related or affiliated entity or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for or by Company or any of its Affiliatesrelated or affiliated entity, then all such Inventions and the benefits thereof are and shall immediately become the sole and absolute property of Company and its assigns, as works made Works Made for hire Hire, as defined in 17 U.S.C. § 101 or otherwise. Consultant hereby agrees that he , and Executive shall promptly disclose to Company (or any persons designated by it) each such Invention. Consultant , and, as may be necessary to ensure Company’s ownership of such Inventions, Executive (i) hereby assigns all any rights (including, but not limited to, rights to any inventions, patentable subject matter, copyrights and trademarkstrademarks and including, without limitation, any and all applications for patents (U.S. and foreign) and all divisions, continuations, and continuations-in-part thereof) he may have or may acquire in the Inventions and all benefits and/or rights resulting therefore therefrom to Company and its assigns without further compensation and compensation, (ii) shall communicate, without cost or delay, and without disclosing to others the same, all available information relating thereto (with all necessary plans and models) to Company, and (iii) shall assist Company, as is reasonable, in all matters necessary or desirable as regards the prosecution, development, or defense of any such assigned rights, without additional compensation.
(bii) Consultant Company has informed Executive and Executive hereby agrees tothat as provided in Section 2870 of the California Labor Code, the requirement to assign inventions hereunder shall not apply to an invention that (i) Executive develops entirely on Executive’s own time without using Company’s equipment, supplies, facilities or trade secret Information not known by Executive independently of his employment relationship with Company and (ii) is not actually or demonstrably related to or based on the work that is being performed by Executive during Executive’s employment with Company. Executive shall take all action and execute and deliver all agreements, assignments, and other documents, including, without limitation, all patent applications and assignments, requested by Company to establish Company’s rights, If any, under this Section and to vest on Company title to all discoveries and intellectual property rights which are the property of Company under this Section. Executive shall disclose to Company all discoveries and intellectual property rights (except those that he is contractually obligated not to disclose) that are conceived by Executive’s during the term of employment which he believes meet the criteria set forth in California Labor Code Section 2870, whether or not the property of Company under the terms of the preceding sentence.
(iii) Executive has attached to this Agreement as Exhibit D, a complete list of all developments, discoveries, improvements, inventions, trade secrets, or technical or journal writings or other works of authorship which he has made or conceived or first reduced to practice alone or jointly with others prior to Executive’s employment by Company which are not subject to a confidentiality agreement that would bar such listing (collectively “Excluded Inventions”); and at any time thereafterExecutive covenants that such list is complete as of the date of this Agreement. If no such list is attached to this Agreement, Executive represents that he has made no Excluded Inventions at the request time of signing this Agreement. Company will not require Executive to assign any rights he may have in any of Excluded Inventions. Furthermore, the listed Excluded Inventions will not be classified as Proprietary Information or Inventions. If, during the period in which Executive maintains Executive’s relationship with Company, he makes, conceives, or reduces the practice alone or jointly with others an Invention that is not a Work Made For Hire owned by Company as described above, and cost that he is not obligated to assign to Company as described above, he shall promptly notify Company in writing and Exhibit D shall be deemed amended to include such Invention as an Excluded Invention; provided, however, that under no circumstances shall Executive’s (i) notification obligations hereunder be deemed to require that Executive divulge to Company information that he is contractually obligated not to so disclose and (ii) failure to so notify Company give rise to any implication or presumption that the applicable Invention is in any way subject to ownership or other rights of Company. Executive shall not, promptly signin the course of Executive’s employment with Company, executeincorporate into a product, make process or machine, an Excluded Invention or any other inventions, technical writings, papers, journal articles, developments, improvements, and trade secrets which were made by Executive prior to Executive’s employment with Company, which are owned by Executive or in which he has an exclusive interest without first notifying Company of Executive’s intention to do all so and without having negotiated and documented with Company an arrangement that would permit Company to use any such deedsincorporated item in the affected product, documents, acts process or machine. Executive acknowledges and things as agrees that Company and its duly authorized officers subsidiaries or affiliates are free to compete or develop information, inventions and products within the areas and type of the Excluded Inventions; provided that any such acknowledgement by Executive shall not be deemed Executive’s agreement that Company may reasonably require:
(i) to apply for, obtain, register and vest in any way infringe upon any rights in the name of Company alone Excluded Inventions owned by Executive or Executive’s co-developers (unless the Company otherwise directs) patents, copyrights, trademarks or other analogous protection in any country throughout the world relating to an Invention and when so obtained or vested to renew and restore the same; and
(ii) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition or other proceedings, petitions or applications for revocation of any such patent, copyright, trademark or other analogous protectionif any).
(c) If Company is unable, after reasonable effort, to secure Consultant's signature on any application for patent, copyright, trademark or other analogous registration or other documents regarding any legal protection relating to an Invention, whether because of Consultant's physical or mental incapacity or by any other reason whatsoever, Consultant hereby irrevocably designates and appoints Company and its duly authorized officers and agents as his agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of patent, copyright or trademark registrations or any other legal protection thereon with the same legal force and effect as if executed by Consultant.
Appears in 1 contract
Sources: Executive Employment Agreement (Arrowroot Acquisition Corp.)
Assignment of Inventions. (a) If at any time or times prior to, during the term of this Agreement Agreement, or during the two-for a one year period following the termination of this Agreement and/or Executive's employment, (either alone or with others) Executive makes, conceives, creates, discovers, invents or reduces to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, trade secret, or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright, trademark or similar statutes or subject to analogous protection (each, an "Invention") that (i) relates to the Business of Company or any of its Affiliates or any customer of or supplier to Company or any of its Affiliates or any of the products or services being developed, manufactured or sold by Company Tasker or any of its Affiliates or which ▇▇ ▇▇ich may be used in relation therewith; or (ii) results from tasks assigned to Consultant Executive by Company Tasker or any of its Affiliates; or ▇▇ (iii) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by Company Tasker or any of its Affiliates, then ▇▇▇▇ all such Inventions and the benefits thereof are and shall immediately become the sole and absolute property of Company Tasker and its assigns, as works made work▇ ▇▇▇▇ for hire or otherwise. Consultant Executive hereby agrees that he shall promptly disclose to Company Tasker (or any persons designated by designat▇▇ ▇▇ it) each such Invention. Consultant Executive hereby assigns all rights (including, but not limited to, rights to any inventions, patentable subject matter, copyrights and trademarks) he may have or may acquire in the Inventions and all benefits and/or rights resulting therefore to Company Tasker and its assigns without further ▇▇▇▇▇▇r compensation and shall communicate, without cost or delay, and without disclosing to others the same, all available information relating thereto (with all necessary plans and models) to CompanyTasker. .
(b) Consultant hereby agrees to, during the term of this Agreement and at any time thereafter, at the request and cost of Company, promptly sign, execute, make and do all such deeds, documents, acts and things as Company and its duly authorized officers may reasonably require:
(i) to apply for, obtain, register and vest in the name of Company alone (unless the Company otherwise directs) patents, copyrights, trademarks or other analogous protection in any country throughout the world relating to an Invention and when so obtained or vested to renew and restore the same; and
(ii) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition or other proceedings, petitions or applications for revocation of any such patent, copyright, trademark or other analogous protection.
(c) If Company is unable, after reasonable effort, to secure Consultant's signature on any application for patent, copyright, trademark or other analogous registration or other documents regarding any legal protection relating to an Invention, whether because of Consultant's physical or mental incapacity or by any other reason whatsoever, Consultant hereby irrevocably designates and appoints Company and its duly authorized officers and agents as his agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of patent, copyright or trademark registrations or any other legal protection thereon with the same legal force and effect as if executed by Consultant.
Appears in 1 contract
Sources: Executive Employment Agreement (Tasker Capital Corp)
Assignment of Inventions. (a) If Employee agrees to disclose and to assign immediately to the Company, or to any persons designated by the Company, or at the Company's option, any time of the Company's successors or times prior toassigns, all inventions or improvements which are or were made, conceived or reduced to practice by Employee, whether acting independently or with others, during the term course of this Agreement or during Employee's employment with the two-year period following the termination of this Agreement (either alone or with others) makesCompany, conceives, creates, discovers, invents or reduces to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, trade secret, or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright, trademark or similar statutes or subject to analogous protection (each, an "Invention") that and which (i) relates to the Business of Company or any of its Affiliates or any customer were made, conceived of or supplier first reduced to Company practice in the performance of any duties assigned to or any of its Affiliates or any undertaken by the Employee as an employee of the products or services being developed, manufactured or sold by Company or any of its Affiliates or which may be used in relation therewithCompany; or (ii) results from tasks assigned were made, conceived of or first reduced to Consultant by Company or any of its Affiliates; or (iii) results from practice with the use of premises the Company's time, material, facilities or personal property (whether tangible funds. Such inventions are referred to herein as "Inventions," which prior inventions are attached hereto as Exhibit A.
a. This Agreement shall not diminish the effect or intangible) ownedbinding nature of any prior invention assignments made to the Company by Employee as set forth in the Employment Agreement.
b. Without limiting the foregoing, leased or contracted for by Company or any of its Affiliates, then at all such Inventions and times the benefits thereof are and shall immediately become the sole and absolute property of Company and its assigns, as works made for hire or otherwise. Consultant hereby agrees that he shall promptly disclose to Company (or its nominee) shall have the right to obtain, for its own benefit and in its own name (and entirely at its expense) patents and patent applications of any persons designated type, and all renewals and extensions of such patents and applications for the inventions and improvements described in this Section. Employee shall provide Company the exclusive right of assignment for any Invention as defined in this agreement. In the event that the Company does not exercise its option or as such assignment within 30 days after first being notified by itEmployee in writing of such invention, Employee may then offer or otherwise economically exploit any such invention independent of Company's claim to assignment.
c. In order to protect the right, title and interest of the Company (or its successors, assigns or nominees) each in such Invention. Consultant hereby assigns all rights (includinginventions or improvements, but not limited to, in connection with any applications or patents necessary to convey rights to any inventionsthose improvements or inventions to the Company, patentable subject matterEmployee shall, copyrights without further compensation, execute and trademarks) he may have deliver all papers and instruments and perform such further acts, including giving testimony or may acquire furnishing evidence in the Inventions prosecution or defense of appeals, interferences, suits and all benefits and/or rights resulting therefore controversies relating to Company and its assigns without further compensation and shall communicateany of the inventions or improvements, without cost or delay, and without disclosing to others as may be deemed necessary by the same, all available information relating thereto (with all necessary plans and models) to Company.
(b) Consultant hereby agrees to, during the term of this Agreement and at any time thereafter, at the request and cost of Company, promptly sign, execute, make and do all such deeds, documents, acts and things as Company and its duly authorized officers may reasonably require:
(i) to apply for, obtain, register and vest in the name of Company alone (unless the Company otherwise directs) patents, copyrights, trademarks or other analogous protection in any country throughout the world relating to an Invention and when so obtained or vested to renew and restore the same; and
(ii) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition or other proceedings, petitions or applications for revocation of any such patent, copyright, trademark or other analogous protection.
(c) If Company is unable, after reasonable effort, to secure Consultant's signature on any application for patent, copyright, trademark or other analogous registration or other documents regarding any legal protection relating to an Invention, whether because of Consultant's physical or mental incapacity or by any other reason whatsoever, Consultant hereby irrevocably designates and appoints Company and its duly authorized officers and agents as his agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of patent, copyright or trademark registrations or any other legal protection thereon with the same legal force and effect as if executed by Consultant.
Appears in 1 contract
Sources: Executive Employment Agreement (American Soil Technologies Inc)
Assignment of Inventions. (a) If at any time or times prior to, during the term of this Agreement or during the two-year period following the termination of this Agreement (either alone or with others) Executive makes, conceives, creates, discovers, invents or reduces to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, trade secret, or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright, trademark or similar statutes or subject to analogous protection (each, each an "Invention") that (i) relates to the Business of Company TASKER or any of ▇▇▇ ▇▇ its Affiliates subsidiaries or affiliates or any customer of or supplier to Company TASKER or any of ▇▇▇ ▇▇ its Affiliates affiliates or any of the products or services being developed, manufactured or sold by Company TASKER or any of ▇▇▇ ▇▇ its Affiliates affiliates or which may be used in relation therewith; or (ii) results from tasks assigned to Consultant Executive by Company TASKER or any of ▇▇▇ ▇▇ its Affiliatessubsidiaries or affiliates; or (iii) results from the use of TASKERS premises or personal property (whether tangible or intangible) owned, leased or contracted for by Company TASKER or any ▇▇▇ of its Affiliatessubsidiaries or affiliates, then all such Inventions and the benefits thereof are and shall immediately become the sole and absolute property of Company TASKER and its assigns▇▇▇ ▇ssigns, as works made for hire or otherwise. Consultant Executive hereby agrees that he shall promptly disclose to Company TASKER (or any persons ▇▇▇ ▇erson designated by it) each such Inventioninvention. Consultant Executive hereby assigns all rights (including, including but not limited to, rights to any inventions, patentable subject matter, copyrights and trademarks) he may have or may acquire in the Inventions and all benefits and/or rights resulting therefore to Company TASKER and its assigns ▇▇▇ ▇ssigns without further compensation and shall communicate, without cost or delay, and without disclosing to others the same, all available information relating thereto (with all necessary plans and models) to Company.
TASKER. No▇▇▇▇▇▇tanding anything contained in this Agreement or in this Paragraph, any Invention that does not relate to TASKERS business shall remain the exclusive property of Executive and TASKER sha▇▇ have no claim to such invention, and under no circumstances shall Executive have the duty or obligation to assign all rights (b) Consultant hereby agrees including, but not limited to, during the term of this Agreement rights to any inventions, patentable subject matter, copyrights and at any time thereafter, at the request trademarks) he may have or may acquire to such Inventions and cost of Company, promptly sign, execute, make and do all such deeds, documents, acts and things as Company and its duly authorized officers may reasonably require:
(i) to apply for, obtain, register and vest in the name of Company alone (unless the Company otherwise directs) patents, copyrights, trademarks or other analogous protection in any country throughout the world relating to an Invention and when so obtained or vested to renew and restore the same; and
(ii) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition or other proceedings, petitions or applications for revocation of any such patent, copyright, trademark or other analogous protectionbenefits and/or rights resulting therefore.
(c) If Company is unable, after reasonable effort, to secure Consultant's signature on any application for patent, copyright, trademark or other analogous registration or other documents regarding any legal protection relating to an Invention, whether because of Consultant's physical or mental incapacity or by any other reason whatsoever, Consultant hereby irrevocably designates and appoints Company and its duly authorized officers and agents as his agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of patent, copyright or trademark registrations or any other legal protection thereon with the same legal force and effect as if executed by Consultant.
Appears in 1 contract
Sources: Executive Employment Agreement (Tasker Capital Corp)
Assignment of Inventions. Executive hereby assigns to the Company all of his right, title and interest in and to any and all Inventions (a) If at any time or times prior toand all Proprietary Rights with respect thereto), during the term of this Agreement or during the two-year period following the termination of this Agreement (either alone or with others) makes, conceives, creates, discovers, invents or reduces to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, trade secret, or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright, trademark copyright or similar statutes statutes, made or subject conceived or reduced to analogous protection (eachpractice or learned by Executive, an "Invention") that either alone or jointly with others, (i) relates during the course of the performance of services for the Company, (ii) relating to the Business business of the Company or any of its Affiliates or any customer of or supplier to the Company or any of its Affiliates or any of the products or services being developed, manufactured or sold by the Company or any of its Affiliates or which reasonably may be used in proximate relation therewith; or (ii) results from tasks assigned to Consultant by Company or any of its Affiliates; therewith or (iii) which results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company. EXECUTIVE UNDERSTANDS, AGREES AND IS HEREBY NOTIFIED THAT THIS SECTION 7.01(e) SHALL NOT APPLY TO ANY INVENTION FOR WHICH NO EQUIPMENT, SUPPLIES, FACILITIES, CONFIDENTIAL INFORMATION OR TRADE SECRET INFORMATION OF THE COMPANY WAS USED AND WHICH WAS DEVELOPED ENTIRELY ON THE EXECUTIVE'S OWN TIME UNLESS (i) THE INVENTION RELATES (I) TO THE BUSINESS OF THE COMPANY, OR (II) TO THE COMPANY'S ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT, OR (ii) THE INVENTION RESULTS FROM ANY WORK PERFORMED BY EXECUTIVE FOR THE COMPANY, OR OTHERWISE AS SET FORTH IN THE PRECEDING SENTENCE. Inventions assigned to the Company by this paragraph 7.01(e) are hereinafter referred to as "Company Inventions." Executive acknowledges that all original works of authorship which are made by Executive (solely or any jointly with others) during the course of its Affiliates, then all such Inventions and the benefits thereof are and shall immediately become performance of services for the sole and absolute property of Company and its assigns, as which are protectable by copyright are "works made for hire or otherwise. Consultant hereby agrees hire," as that he shall promptly disclose to Company (or any persons designated by it) each such Invention. Consultant hereby assigns all rights (including, but not limited to, rights to any inventions, patentable subject matter, copyrights and trademarks) he may have or may acquire term is defined in the Inventions and all benefits and/or rights resulting therefore to Company and its assigns without further compensation and shall communicateUnited States Copyright Act (17 U.S.C., without cost or delay, and without disclosing to others the same, all available information relating thereto (with all necessary plans and models) to CompanySection 101).
(b) Consultant hereby agrees to, during the term of this Agreement and at any time thereafter, at the request and cost of Company, promptly sign, execute, make and do all such deeds, documents, acts and things as Company and its duly authorized officers may reasonably require:
(i) to apply for, obtain, register and vest in the name of Company alone (unless the Company otherwise directs) patents, copyrights, trademarks or other analogous protection in any country throughout the world relating to an Invention and when so obtained or vested to renew and restore the same; and
(ii) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition or other proceedings, petitions or applications for revocation of any such patent, copyright, trademark or other analogous protection.
(c) If Company is unable, after reasonable effort, to secure Consultant's signature on any application for patent, copyright, trademark or other analogous registration or other documents regarding any legal protection relating to an Invention, whether because of Consultant's physical or mental incapacity or by any other reason whatsoever, Consultant hereby irrevocably designates and appoints Company and its duly authorized officers and agents as his agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of patent, copyright or trademark registrations or any other legal protection thereon with the same legal force and effect as if executed by Consultant.
Appears in 1 contract
Sources: Employment Agreement (Intermet Corp)
Assignment of Inventions. (a) If at any time All discoveries, concepts, and ideas, whether or times prior tonot patentable or subject to copyright protection, during the term of this Agreement or during the two-year period following the termination of this Agreement (either alone or with others) makes, conceives, creates, discovers, invents or reduces including but not limited to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, techniqueimprovements, know-how, trade secretdata, processes, methods, formulae, and techniques, as well as improvements thereof, or intellectual property right whatsoever know-how related thereto, concerning any past, present or any interest therein prospective activities of the Company which Employee makes, discovers or conceives (whether or not patentable during the hours of his engagement or registrable under copyrightwith the use of the Company's facilities, trademark materials or similar statutes personnel), either solely or subject to analogous protection (each, an "Invention") that (i) relates to jointly with others during his engagement by the Business of Company or any affiliate and, if based on or related to Confidential Information, at any time after termination of its Affiliates such engagement (collectively, the "Inventions"), shall be the sole property of the Company, and Employee agrees to perform the provisions of this Section 8 with respect thereto without the payment by the Company of any royalty or any customer of consideration therefore other than the regular compensation paid to Employee in his capacity as an employee or supplier to Company or any of its Affiliates or any of the products or services being developed, manufactured or sold by Company or any of its Affiliates or which may be used in relation therewith; or (ii) results from tasks assigned to Consultant by Company or any of its Affiliates; or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by Company or any of its Affiliates, then all such Inventions and the benefits thereof are and shall immediately become the sole and absolute property of Company and its assigns, as works made for hire or otherwise. Consultant hereby agrees that he shall promptly disclose to Company (or any persons designated by it) each such Invention. Consultant hereby assigns all rights (including, but not limited to, rights to any inventions, patentable subject matter, copyrights and trademarks) he may have or may acquire in the Inventions and all benefits and/or rights resulting therefore to Company and its assigns without further compensation and shall communicate, without cost or delay, and without disclosing to others the same, all available information relating thereto (with all necessary plans and models) to Companyconsultant.
(b) Consultant hereby agrees toAny written notebooks maintained by Employee with respect to Inventions and studies or research projects undertaken on the Company's behalf shall at all times be the property of the Company and shall be surrendered to the Company upon termination of Employee's engagement or, during upon the term request of this Agreement and the Company, at any time thereafter, at the request and cost of Company, promptly sign, execute, make and do all such deeds, documents, acts and things as Company and its duly authorized officers may reasonably require:
(i) to apply for, obtain, register and vest in the name of Company alone (unless the Company otherwise directs) patents, copyrights, trademarks or other analogous protection in any country throughout the world relating to an Invention and when so obtained or vested to renew and restore the same; and
(ii) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition or other proceedings, petitions or applications for revocation of any such patent, copyright, trademark or other analogous protectionprior thereto.
(c) If Employee hereby assigns to the Company is unableall of his rights to invention.
(d) Employee shall sign, after acknowledge and deliver promptly to the Company, without charge to the Company, but at its expense, such written instruments (including applications and assignments) and take such other acts, such as giving testimony in support of Employee's inventorship, as may be necessary in the reasonable effortopinion of the Company to obtain, to secure Consultant's signature on any application for patentmaintain, copyrightextend, trademark or other analogous registration or other documents regarding any legal protection reissue and enforce United States and/or foreign letters patent and copyrights relating to an InventionInventions invented by Employee and to vest the entire right and title thereto in the Company or its nominee. Employee acknowledges and agrees that any copyright developed or conceived of by Employee during the term of his employment, whether because which is related to the business of Consultantthe Company, shall be a "work for hire" under the copyright law of the United States and other applicable jurisdiction.
(e) Any written notebooks maintained by Employee with respect to Inventions and studies or research projects undertaken on the Company's physical or mental incapacity or by any other reason whatsoever, Consultant hereby irrevocably designates and appoints behalf shall at all times be the property of the Company and its duly authorized officers shall be surrendered to the Company upon termination of Employee's engagement or, upon the request of the Company, at any time prior thereto.
(f) Employee represents that his performance of all the terms of this Agreement and agents as an employee of or consultant to the Company does not and will not breach any trust or contract entered into prior to his agent employment by the Company. Employee agrees not to enter into any agreement either written or oral in conflict herewith and attorney-in-factrepresents and agrees that he has not brought and will not bring with him to the Company or use in the performance of his responsibilities at the Company any materials or documents of a former employer which are not generally available to the public, unless he has obtained written authorization from the former employer for their possession and use and provided a copy of such authorization to act for and in his behalf and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of patent, copyright or trademark registrations or any other legal protection thereon with the same legal force and effect as if executed by ConsultantCompany.
Appears in 1 contract
Sources: Employment Agreement (Videolocity International Inc)
Assignment of Inventions. (a) If at any time or times prior toduring Norcross's employment, during the term of this Agreement or during the two-year period following the termination of this Agreement Norcross shall (either alone or with others) makesmake, conceivesconceive, creates, discovers, invents discover or reduces reduce to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, trade secret, secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright, trademark copyright or similar statutes or subject to analogous protection protection) (each, an herein called "InventionDevelopments") that (ia) relates to the Business business of Company or any of its Affiliates or any customer of or supplier to Company or any of its Affiliates ITPI or any of the products or services being developed, manufactured or sold by Company ITPI or any of its Affiliates or which that may be used in relation therewith; or , (iib) results from tasks assigned to Consultant her by Company or any of its Affiliates; ITPI or (iiic) results from the use of premises or personal property (whether tangible or intangible) owned, leased leased, or contracted for by Company or any of its AffiliatesITPI, then all such Inventions Developments and the benefits thereof are and shall immediately become the sole and absolute property of Company ITPI and its assigns, as works made for hire or otherwise. Consultant hereby agrees that he and Norcross shall promptly disclose to Company ITPI (or any persons designated by it) each such Invention. Consultant Development and hereby assigns all any rights (including, but not limited to, rights to any inventions, patentable subject matter, copyrights and trademarks) he Norcross may have or may acquire in the Inventions Developments and all benefits and/or rights resulting therefore therefrom to Company ITPI and its assigns without further compensation and shall communicate, without cost or delay, and without disclosing to others publishing the same, all available information relating thereto (with all necessary plans and models) to Company.
(b) Consultant hereby agrees toITPI. Upon disclosure of each Development to ITPI, Norcross will, during the term of this Agreement her employment and at any time thereafter, at the request and cost expense of CompanyITPI, promptly sign, execute, make and do all such deeds, documents, acts and things as Company ITPI and its duly authorized officers agents may reasonably require:
(i) to apply for, obtain, register obtain and vest in the name of Company ITPI alone (unless the Company ITPI otherwise directs) patentsletters patent, copyrights, trademarks copyrights or other analogous protection in any country throughout the world relating to an Invention and when so obtained or vested to renew and restore the same; and
(ii) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition proceedings or other proceedings, petitions or applications for revocation of any such letters patent, copyright, trademark copyright or other analogous protection.
(c) If Company . In the event ITPI is unable, after reasonable effort, to secure ConsultantNorcross's signature on any application for letters patent, copyright, trademark copyright or other analogous registration or other documents regarding any legal protection relating to an Inventiona Development, whether because of ConsultantNorcross's physical or mental incapacity or by for any other reason whatsoeverreason, Consultant Norcross hereby irrevocably designates and appoints Company ITPI and its duly authorized officers and agents as his agent Norcross's agents and attorneyattorneys-in-fact, to act for and in his behalf of Norcross and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright or trademark registrations or any other legal analogous protection thereon with the same legal force and effect as if executed by ConsultantNorcross.
Appears in 1 contract
Assignment of Inventions. (a) If at any time or times prior to, -------------------------- during the term of this Agreement or during the two-year period following the termination of this Agreement (either alone or with others) makes, conceives, creates, discovers, invents or reduces to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, trade secret, or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright, trademark or similar statutes or subject to analogous protection (each, an "Invention") that (i) relates to the --------- Business of Company or any of its Affiliates or any customer of or supplier to Company or any of its Affiliates or any of the products or services being developed, manufactured or sold by Company or any of its Affiliates or which may be used in relation therewith; or (ii) results from tasks assigned to Consultant by Company or any of its Affiliates; or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by Company or any of its Affiliates, then all such Inventions and the benefits thereof are and shall immediately become the sole and absolute property of Company and its assigns, as works made for hire or otherwise. Consultant hereby agrees that he shall promptly disclose to Company (or any persons designated by it) each such Invention. Consultant hereby assigns all rights (including, but not limited to, rights to any inventions, patentable subject matter, copyrights and trademarks) he may have or may acquire in the Inventions and all benefits and/or rights resulting therefore to Company and its assigns without further compensation and shall communicate, without cost or delay, and without disclosing to others the same, all available information relating thereto (with all necessary plans and models) to Company.
(b) Consultant hereby agrees to, during the term of this Agreement and at any time thereafter, at the request and cost of Company, promptly sign, execute, make and do all such deeds, documents, acts and things as Company and its duly authorized officers may reasonably require:
(i) to apply for, obtain, register and vest in the name of Company alone (unless the Company otherwise directs) patents, copyrights, trademarks or other analogous protection in any country throughout the world relating to an Invention and when so obtained or vested to renew and restore the same; and
(ii) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition or other proceedings, petitions or applications for revocation of any such patent, copyright, trademark or other analogous protection.
(c) If Company is unable, after reasonable effort, to secure Consultant's signature on any application for patent, copyright, trademark or other analogous registration or other documents regarding any legal protection relating to an Invention, whether because of Consultant's physical or mental incapacity or by any other reason whatsoever, Consultant hereby irrevocably designates and appoints Company and its duly authorized officers and agents as his her agent and attorney-in-fact, to act for and in his her behalf and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of patent, copyright or trademark registrations or any other legal protection thereon with the same legal force and effect as if executed by Consultant.
Appears in 1 contract
Assignment of Inventions. (a) If at any time or times prior to, during the term of this Agreement or during Consultant’s engagement, the two-year period following the termination of this Agreement Consultant shall (either alone or with others) makesmake, conceivesconceive, createscreate, discoversdiscover, invents invent or reduces reduce to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, trade secret, secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under patent, copyright, trademark or similar statutes or subject to analogous protection protection) (each, an "Invention"the “Developments”) that (i) directly relates to the Business of Company or any of its Affiliates Company’s business or any customer of or supplier to the Company in connection with such customer’s or any of its Affiliates supplier’s activities with the Company or any of the products or services being developed, manufactured or sold by the Company or any of its Affiliates or which that may be used in relation therewith; or , (ii) results from tasks assigned to the Consultant by the Company or any of its Affiliates; or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by Company or any of its Affiliatesthe Company, then all such Inventions Developments and the benefits thereof are and shall immediately become the sole and absolute property of the Company and its assigns, as works made for hire or otherwise. Consultant hereby agrees that he shall promptly disclose to the Company (or any persons designated by it) each such InventionDevelopment. As may be necessary to ensure the Company’s ownership of such Developments, the Consultant hereby assigns all rights any rights, title and interest (including, but not limited to, rights to any inventions, patentable subject matterpatent, copyrights and trademarks) he may have or may acquire in and to the Inventions Developments and all benefits and/or rights resulting therefore therefrom to the Company and its assigns without further compensation and compensation. Consultant shall communicate, without cost or delay, and without disclosing to others the same, all available information relating thereto (with all necessary plans and models) to the Company.
(b) . Upon disclosure of each Development to the Company, Consultant hereby agrees towill, during the term of this Agreement his engagement and at any time thereafter, at the request and cost expense of the Company, promptly sign, execute, make and do all such deeds, documents, acts and things as the Company and its duly authorized officers agents may reasonably require:
: (i) to apply for, obtain, register and vest in the name of the Company alone (unless the Company otherwise directs) patentsletters patent, copyrights, trademarks or other analogous protection in any country throughout the world relating to an Invention and when so obtained or vested to renew and restore the same; and
and (ii) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition or other proceedings, proceedings or petitions or applications for revocation of any such letters patent, copyright, trademark or other analogous protection.
(c) If . In the event the Company is unable, after reasonable effort, to secure Consultant's ’s signature on any application for letters patent, copyright, trademark copyright or other analogous registration or other documents regarding any legal protection relating to an Inventiona Development, whether because of Consultant's ’s physical or mental incapacity or by for any other reason whatsoever, Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent Consultant’s agents and attorneyattorneys-in-fact, which appointment is coupled with an interest, to act for and in his behalf of Consultant and stead solely to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright or trademark registrations or any other legal analogous protection thereon with the same legal force and effect as if executed by Consultant. Consultant hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, which Consultant now or may hereafter have for infringement of any Developments assigned hereunder to the Company. In addition, any report or other documentation or materials, whether written or electronic, or any portions thereof, prepared by Consultant for or on behalf of the Company or which discuss the Developments or the Company’s business or its customers (the “Written Data”) shall be and is produced as a “work made for hire” under the copyright laws of the United States. As a “work made for hire”, the copyrights in the Written Data shall belong to Company from their creation and no further action by Company shall be necessary to perfect Company’s rights therein. All right, title and interest, including any copyright in and to any Written Data that does not qualify as a “work made for hire” shall be and hereby is assigned to Company. In addition, Consultant agrees to assist Company in taking any subsequent legal steps that may be required to perfect Company’s copyrights in this Written Data including, but not limited to, executing a formal assignment of copyright that can be recorded. All inventions related, potentially related or which become related to the Company’s business, if any, patented or unpatented, that Consultant has, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of Consultant’s employment with the Company (collectively referred to as “Assigned Prior Inventions”) are included in the scope of this Agreement, except solely to the extent such inventions are listed on Exhibit A hereto (inventions listed on Exhibit A shall be collectively referred to as the “Unassigned Prior Inventions”). There are no Assigned Prior Inventions. To the extent allowed by law, Section 3 includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively “Moral Rights”). To the extent Consultant retains any such Moral Rights under applicable law, Consultant hereby ratifies and consents to any action that may be taken with respect to such Moral Rights by or authorized by the Company and agree not to assert any Moral Rights with respect thereto. Consultant will confirm any such ratifications, consents and agreements from time to time as requested by the Company.
Appears in 1 contract
Sources: Consulting Agreement (DropCar, Inc.)
Assignment of Inventions. (a) If at any time or times prior toIf, during in Executive’s capacity as an employee of the term of this Agreement or during the two-year period following the termination of this Agreement Company, Executive shall (either alone or with others) makesmake, conceivesconceive, createscreate, discoversdiscover, invents invent or reduces reduce to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, trade secret, secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable registerable under copyright, trademark or similar statutes or subject to analogous protection protection) (eachthe “Inventions”), an "Invention") that (i) relates to the Business current business of the Company or any of its Affiliates related or any customer of affiliated entity (or supplier to a business that the Company or any of its Affiliates can demonstrate was contemplated by the Company at the time Executive created the Invention) or any of the products or services being developed, manufactured or sold by the Company or any of its Affiliates related or which may affiliated entity or that is designed to be used in relation therewith; or , (ii) results from tasks assigned to Consultant Executive by the Company or any of its Affiliates; related or affiliated entity or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for or by the Company or any of its Affiliatesrelated or affiliated entity, then all such Inventions and the benefits thereof are and shall immediately become the sole and absolute property of the Company and its assigns, as works made “Works Made for hire Hire,” as defined in 17 U.S.C. § 101 or otherwise. Consultant hereby agrees that he , and Executive shall promptly disclose to the Company (or any persons designated by it) each such Invention. Consultant , and, as may be necessary to ensure the Company’s ownership of such Inventions, Executive (i) hereby assigns all any rights (including, but not limited to, rights to any inventions, patentable subject matter, copyrights and trademarkstrademarks and including, without limitation, any and all applications for patents (U.S. and foreign) he and all divisionals, continuations, and continuations-in-part thereof) Executive may have or may acquire in the Inventions and all benefits and/or rights resulting therefore therefrom to the Company and its assigns without further compensation and compensation, (ii) shall communicate, without cost or delay, and without disclosing to others the same, all available information relating thereto (with all necessary plans and models) to the Company, and (iii) shall assist the Company in all matters necessary or desirable as regards the prosecution, development, or defense of any such assigned rights, without additional compensation.
(b) Consultant Executive understands and agrees that the Company is hereby agrees to, during the term of advising Executive that any provision in this Agreement and at any time thereafter, at the request and cost of Company, promptly sign, execute, make and do all such deeds, documents, acts and things as Company and its duly authorized officers may reasonably require:
(i) requiring him to apply for, obtain, register and vest in the name of Company alone (unless the Company otherwise directs) patents, copyrights, trademarks or other analogous protection assign rights in any country throughout the world relating invention does not apply to an Invention and when so obtained or vested to renew and restore invention that qualifies fully under the same; and
(ii) to defend any judicialprovisions of Section 2870 of the California Labor Code, opposition or other proceedings in respect of such applications and any judicial, opposition or other proceedings, petitions or applications for revocation of any such patent, copyright, trademark or other analogous protection.which is attached hereto as Exhibit A.
(c) If Executive shall take all action and execute and deliver all agreements, assignments, and other documents, including, without limitation, all patent applications and assignments, requested by the Company is unableto establish the Company’s rights, after reasonable effortif any, under this Section and to secure Consultant's signature on any application for patentvest in the Company title to all discoveries and intellectual property rights which are the property of the Company under this Section. Executive shall disclose to the Company all discoveries and intellectual property rights that are conceived by Executive during Executive’s employment with the Company which Executive believes meet the criteria set forth in California Labor Code Section 2870, copyrightwhether or not the property of the Company under the terms of the preceding sentence.
(d) Executive has attached to this Agreement as Exhibit B, trademark a complete list of all developments, discoveries, improvements, inventions, trade secrets, or technical or journal writings or other analogous registration works of authorship which Executive has made or conceived or first reduced to practice alone or jointly with others prior to Executive’s employment by the Company which are not subject to a confidentiality agreement that would bar such listing (collectively “Excluded Inventions”); and Executive covenants that such list is complete as of the date of this Agreement. If no such list is attached to this Agreement, Executive represents that Executive has made no Excluded Inventions at the time of signing this Agreement. The Company will not require Executive to assign any rights Executive may have in any of the Excluded Inventions. Furthermore, the listed Excluded Inventions will not be classified as Proprietary Information or Inventions. If, during the period in which Executive maintains his relationship with the Company, Executive makes, conceives, or reduces to practice alone or jointly with others an invention that is not a Work Made For Hire owned by the Company as described above, and that Executive is not obligated to assign to the Company as described above, Executive shall promptly notify the Company in writing and Exhibit B shall be deemed amended to include such invention as an Excluded Invention; provided, however, that under no circumstances shall Executive’s (i) notification obligations hereunder be deemed to require that Executive divulge to the Company information that Executive is contractually obligated not to so disclose and (ii) failure to so notify the Company give rise to any implication or presumption that the applicable invention is in any way subject to ownership or other documents regarding any legal protection relating to rights of the Company. Executive shall not, in the course of his employment with the Company, incorporate into a product, process or machine, an Invention, whether because of Consultant's physical Excluded Invention or mental incapacity or by any other reason whatsoeverinventions, Consultant hereby irrevocably designates technical writings, papers, journal articles, developments, improvements, and appoints trade secrets which were made by Executive prior to his employment with the Company, which are owned by Executive or in which Executive has an exclusive interest without first notifying the Company in writing of his intention to do so and without having negotiated and documented with the Company an arrangement that would permit the Company to use any such incorporated item in the affected product, process or machine. Executive acknowledges and agrees that the Company and its duly authorized officers subsidiaries or affiliates are free to compete or develop information, inventions and agents as his agent products within the areas and attorney-in-fact, to act for and in his behalf and stead to execute and file type of the Excluded Inventions; provided that any such application acknowledgement by Executive shall not be deemed his agreement that the Company may in any way infringe upon any rights in the Excluded Inventions owned by Executive or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of patent, copyright or trademark registrations or any other legal protection thereon with the same legal force and effect as Executive’s co-developers (if executed by Consultantany).
Appears in 1 contract
Sources: Employment Agreement (Biostar Angel Stem Cell Corp)