Common use of Disclosure and Assignment of Inventions and Other Works Clause in Contracts

Disclosure and Assignment of Inventions and Other Works. Executive shall promptly disclose to the Company in writing any and all inventions and works of authorship now or hereafter conceived, made, discovered, written or created by Executive alone or jointly with another person, group, or entity, whether during the normal hours of Executive's employment at the Company or on his own time, during the term of this Agreement and for one year after termination of this Agreement. For the purposes of this agreement, "inventions" include, but are not limited to: (a) machinery, apparatus, products, processes, computer hardware, information systems and software (including, without limitation, source code, object code, documentation, diagrams and flow charts); and (b) any other discoveries, concepts and ideas, whether patentable or not (including, without limitation, processes, methods, formulas and techniques, as well as improvements thereof or know-how related thereto, concerning any present or prospective activities of the Company). Executive shall assign to the Company in writing all of his rights, title and interests (of whatsoever kind or nature) in and to all such inventions and works of authorship. Executive shall also give the Company all the assistance it reasonably requires in order for the Company to perfect, protect, and use its rights to inventions and works of authorship. Executive shall sign all applications for patents, and any assignments thereof or interest therein, required by the Company in connection therewith; and shall also sign all other writings, perform all other acts and supply all information that the Company considers necessary or desirable in order to (a) transfer or record the transfer of Executive's entire right, title and interest in such inventions and works of authorship; and (b) enable the Company to obtain exclusive patent, copyright or other legal protection for such inventions and works of authorship. The Company shall bear any reasonable expenses in this regard. Executive understands and agrees that nothing in this Agreement shall require the Company to accept Executive's assignment or other conveyance of any interest in any invention or patent or to prosecute any patent application or other proceeding, other than as Company may desire in its sole discretion.

Disclosure and Assignment of Inventions and Other Works. Executive During the term of this Agreement and for one year following the Separation Date, Employee shall promptly disclose to the Company in writing all Inventions and any writings, drawings, diagrams, charts, tables, databases, software (in object or source code and all inventions recorded on any medium), and any other works of authorship now authorship, whether or hereafter not such are copyrightable (“Works of Authorship”) that are conceived, made, discovered, written or created by Executive Employee alone or jointly with another any person, group, group or entity, whether during the normal hours of Executive's his employment at the Company or on his Employee’s own time. Employee acknowledges that all drawings, during the term of this Agreement and for one year after termination of this Agreement. For the purposes of this agreementmemoranda, "inventions" includenotes, but are not limited to: (a) machineryrecords, apparatusfiles, productscorrespondence, processesmanuals, models, specifications, computer hardwareprograms, information systems maps and software (includingall other writings or materials of any type embodying information, without limitation, source code, object code, documentation, diagrams and flow charts); and (b) any other discoveries, concepts and ideas, whether patentable or not (includingconcepts, without limitationimprovements, processes, methods, formulas discoveries relating to any Inventions shall be the sole and techniques, as well as improvements thereof or know-how related thereto, concerning any present or prospective activities exclusive property of the Company). Executive shall assign to Employee further acknowledges that all original works of authorship which are made by Employee (solely or jointly with others) within the scope of and during the period of Employee’s employment with the Company and which are protectable by copyright are “works made for hire,” as that term is defined in writing the United States Copyright Act. Employee hereby assigns all of his rights, title and interests (of whatsoever kind or nature) in and rights to all such inventions information, ideas, concepts, improvements, discoveries, Inventions and works Works of authorshipAuthorship to the Company, and any United States or foreign applications for patents, inventor’s certificates or other industrial rights that may be filed in respect thereof, including divisions, continuations, continuations-in-part, reissues and/or extensions thereof, and applications for registration of such names and service marks, and acknowledges that the same are and shall be the sole and exclusive property of Company. Executive Employee shall also give the Company all the assistance it reasonably requires in order for the Company to perfect, protect, and use its rights to inventions such Inventions and works Works of authorshipAuthorship. Executive Employee shall sign all applications for patentssuch documents, and any assignments thereof or interest therein, required by the Company in connection therewith; and shall also sign take all other writings, perform all other acts such actions and supply all such information that the Company considers necessary or desirable in order to (a) transfer or record the transfer of Executive's the Company’s entire right, title and interest in such inventions Inventions and works Works of authorship; Authorship and (b) to enable the Company to obtain exclusive patent, copyright copyright, or other legal protection for such inventions Inventions and works Works of authorship. The Authorship anywhere in the world, provided the Company shall bear any all reasonable expenses of Employee in this regard. Executive understands and agrees that nothing in this Agreement shall require the Company to accept Executive's assignment or other conveyance of any interest in any invention or patent or to prosecute any patent application or other proceeding, other than as Company may desire in its sole discretionrendering such cooperation.