Common use of Disclosure and Assignment of Inventions Clause in Contracts

Disclosure and Assignment of Inventions. (a) I will promptly disclose and describe to the Company all Inventions which I may solely or jointly conceive, develop, or reduce to practice during the Agreement Period (i) which relate, at the time of conception, development, or reduction to practice of the Invention, to the Company's business or actual or demonstrably anticipated research or development, (ii) which were developed, in whole or in part, on the Company's time or with the use of any of the Company's equipment, supplies, facilities or trade secret information, or (iii) which resulted from any work I performed for the Company (the "Company Inventions"). I assign all my right, title, and interest worldwide in the Company Inventions and in all intellectual property rights based upon the Company Inventions. However, I do not assign or agree to assign any Inventions relating in any way to the Company business or demonstrably anticipated research and development which were made by me prior to my employment with the Company, which Inventions, if any, are identified on Exhibit "A" to this Agreement. Exhibit "A" contains no confidential information. I have no rights in any Inventions other than the inventions specified in Exhibit "A". If no such list is attached, I have no such Inventions or I grant an irrevocable, nonexclusive, royalty-free, worldwide license to the Company to make, use and sell Inventions developed by me prior to my employment with the Company. (b) I recognize that Inventions relating to my activities while working for the Company and conceived or made by me, alone or with others, within one (1) year after termination of the Agreement Period may have been conceived in significant part while I was retained by the Company. Accordingly, I agree that such Inventions shall be presumed to have been conceived during my employment or consultancy with the Company and are to be assigned to the Company as a Company Invention unless and until I have established the contrary. I agree to disclose promptly in writing to the Company all Inventions made or conceived by me for one (1) year after the Agreement Period, whether or not I believe such Inventions are subject to this Agreement, to permit a determination by the Company as to whether or not the Inventions should be the property of the Company. Any such information will be received in confidence by the Company.

Disclosure and Assignment of Inventions. In addition, I hereby agree as follows: (a) All Proprietary Information shall be the sole property of the Company and its assigns, and the Company and its assigns shall be sole owner of all trade secrets, patents, trademarks, copyrights, and other rights in connection therewith. I hereby assign to the Company any rights I may have or acquire in such Proprietary Information. (b) All documents, records, apparatus, equipment and other physical property, whether or not pertaining to Proprietary Information, furnished to me by the Company or produced by me or others in connection with my employment shall be and remain the sole property of the Company. I shall return to the Company all such materials and property upon termination of my employment by me or by the Company for any reason, and I will not take with me any such material or property or any reproduction thereof upon such termination. (c) I will promptly disclose and describe to the Company, or any persons designated by it, all improvements, inventions, works of authorship, formulas, ideas, processes, techniques, know-how, and data, whether or not patentable that relate to the business of the Company all (collectively, "Inventions"), made or conceived, reduced to practice or learned by me, either alone or jointly with others, during the term of my employment and for one year thereafter. (d) All Inventions which I may solely or jointly conceive, develop, develop or reduce to practice during the Agreement Period have developed (i) which relate, at the time of conception, development, or reduction to practice of the Invention, to the Company's business or actual or demonstrably anticipated research or development, (ii) which were developed, in whole or in part, on the Company's time either alone or jointly with the others) and 1) which use of any of the Company's or have used equipment, supplies, facilities or trade secret informationinformation of the Company, or (iii2) which resulted from any work use or have used the hours for which I performed for am to be or was compensated by the Company, or 3) which directly relate at the time of conception or reduction to practice thereof to the business of the Company (the "Company Inventions"). I assign all my right, title, and interest worldwide in the Company Inventions and in all intellectual property rights based upon the Company Inventions. However, I do not assign or agree to assign any Inventions relating in any way to the Company business its actual or demonstrably anticipated research and development or 4) which were made result from any work performed by me prior to my employment with the Company, which Inventions, if any, are identified on Exhibit "A" to this Agreement. Exhibit "A" contains no confidential information. I have no rights in any Inventions other than the inventions specified in Exhibit "A". If no such list is attached, I have no such Inventions or I grant an irrevocable, nonexclusive, royalty-free, worldwide license to the Company to make, use and sell Inventions developed by me prior to my employment with the Company. (b) I recognize that Inventions relating to my activities while working for the Company and conceived its assigns to the fullest extent permitted by law shall be deemed works made for hire, and the Company and its assigns shall be the sole owner of all patents, copyrights, and other rights in connection therewith. I hereby assign to the Company any rights I may have or acquire in such Inventions. I agree that any Invention made or conceived, reduced to practice or learned by me, either alone or jointly with others, within one (1) year after termination the term of the Agreement Period may have been conceived in significant part while I was retained by the Company. Accordingly, I agree that such Inventions my employment shall be presumed to have been conceived during be covered by the assignment contained herein. I understand that I may overcome the presumption by showing that such Invention does not meet the criteria listed in subsections (1) through (4) above. (e) With respect to Inventions described in paragraph (d) above, I will assist the Company in every proper way (but at the Company's expense) to obtain and from time to time enforce patents, copyrights or other rights on said Inventions in any and all countries, and will execute all documents reasonably necessary or appropriate for this purpose. This obligation shall survive the termination of my employment employment, but the Company shall compensate me at a reasonable rate after such termination for time actually spent by me at the Company's request on such assistance. In the event that the Company after reasonable effort is unable for any reason whatsoever to secure my signature to any document reasonably necessary or consultancy with appropriate for any of the forgoing purposes, (including renewals, extensions, continuations, divisions or continuations in part), I hereby irrevocably designate and appoint the Company and are its duly authorized officers and agents, as my agents and attorneys-in-fact, to be assigned act on my behalf and instead of me, but only for the purpose of executing and filing any such document and doing all other lawfully permitted acts to accomplish the forgoing purposes with the same legal force and effect as if executed by me. (f) I understand that this Agreement does not require assignment of rights to an Invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on my own time, unless the Invention relates 1) directly to the business of the Company as a Company Invention unless and until I have established at the contrary. I agree to disclose promptly in writing time of conception, or 2) to the Company all Company's actual or demonstrably anticipated research or development. However, I will disclose any Inventions made or conceived as required by me for one paragraph (1c) year after the Agreement Period, whether or not I believe such Inventions are subject to this Agreement, above in order to permit a determination by the Company to determine such issues as to whether or not the Inventions should be the property of the Companymay arise. Any such information will Such disclosures shall be received in confidence by the Company. (g) In the event any dispute arises as to whether an Invention relates to the business of the Company, the parties hereby agree to resolve such dispute by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association in new York, New York.

Disclosure and Assignment of Inventions. (a) I will promptly disclose and describe to the Company all Inventions which I may solely or jointly conceive, develop, or reduce to practice during the Agreement Period period of my employment with the Company (i) which relate, relate at the time of conception, development, or reduction to practice of the Invention, Invention to the Company's ’s business or actual or demonstrably anticipated research or development, (ii) which were developed, in whole or in part, on the Company's ’s time or with the use of any of the Company's ’s equipment, supplies, facilities or trade secret information, or (iii) which resulted from any work I performed for the Company (“the "Company Inventions"”). I assign all my right, title, and interest worldwide in the Company Inventions and in all intellectual property rights based upon the Company Inventions. However, I do not assign or agree to assign any Inventions relating in any way to the Company business or demonstrably anticipated research and development which were made by me prior to my employment with the Company. I further do not assign or agree to assign any Inventions which in no way relate to the Company business or demonstrably anticipated research and development which are made by me during my employment with the Company, which Inventions, if any, are identified on Exhibit "A" A to this Agreement. At the time of execution of this Agreement, there are no Inventions listed on Exhibit "A" contains A. Such Inventions will be added, along with the date of addition and signed and dated by the Chief Technical Officer of the Company and me. Counter signature by the Chief Technical Officer of Puma shall constitute acceptance of said Invention by the Company. Exhibit A will contain no confidential information. I have no rights in any Inventions other than the inventions specified Inventions relating in Exhibit "A". If no such list is attached, I have no such Inventions or I grant an irrevocable, nonexclusive, royalty-free, worldwide license any way to the Company to make, use business or demonstrably anticipated research and sell Inventions developed development which were made by me prior to my employment with the CompanyCompany or inventions specified in Exhibit A . (b) I recognize that Inventions relating to my activities while working for the Company and conceived or made by me, alone or with others, within one (1) year after termination of the Agreement Period my employment may have been conceived in significant part while I was retained employed by the Company. Accordingly, I agree that such Inventions shall be presumed to have been conceived during my employment or consultancy with the Company and are to be assigned to the Company as a Company Invention unless and until I have established the contrary. I agree to disclose promptly in writing to the Company all Inventions made or conceived by me for one (1) year after the Agreement Periodmy term of employment, whether or not I believe such Inventions are subject to this Agreement, to permit a determination by the Company as to whether or not the Inventions should be the property of the Company. Any such information will be received in confidence by the Company.

Disclosure and Assignment of Inventions. In addition, I hereby agree as follows: (a) All Proprietary Information shall be the sole property of the Company and its assigns, and the Company and its assigns shall be the sole owner of all trade secrets, patents, trademarks, copyrights, and other rights in connection therewith. I hereby assign to the Company any rights I may have or acquire in such Proprietary Information. (b) All documents, records, apparatus, equipment and other physical property, whether or not pertaining to Proprietary Information, furnished to me by the Company or produced by me or others in connection with my employment shall be and remain the sole property of the Company. I shall return to the Company all such materials and property as and when requested by the Company. Even if the Company does not so request, I shall return all such materials and property upon termination of my employment by me or by the Company for any reason, and I will not take with me any such material or property or any reproduction thereof upon such termination. (c) I will promptly disclose and describe to the Company Company, or any persons designated by it, all improvements, inventions, works of authorship, formulas, ideas, processes, techniques, know-how and data, whether or not patentable (collectively, "Inventions"), made or conceived, reduced to practice or learned by me, either alone or jointly with others, during the term of my employment and for one (1) year thereafter. (d) All Inventions which I may solely or jointly conceive, develop, develop or reduce to practice during the Agreement Period have developed (i) which relate, at the time of conception, development, or reduction to practice of the Invention, to the Company's business or actual or demonstrably anticipated research or development, (ii) which were developed, in whole or in part, on the Company's time either alone or jointly with the others) and (i) which use of any of the Company's or have used equipment, supplies, facilities or trade secret informationinformation of the Company, or (ii) which use or have used the hours for which I am to be or was compensated by the Company, or (iii) which resulted from any work I performed for relate at the time of conception or reduction to practice thereof to the business of the Company (the "Company Inventions"). I assign all my right, title, and interest worldwide in the Company Inventions and in all intellectual property rights based upon the Company Inventions. However, I do not assign or agree to assign any Inventions relating in any way to the Company business its actual or demonstrably anticipated research and development or (iv) which were made result from any work performed by me prior to my employment with for the Company, which Inventionsshall be the sole property of the Company and its assigns (and to the fullest extent permitted by law shall be deemed works made for hire), if anyand the Company and its assigns shall be the sole owner of all patents, are identified on Exhibit "A" to this Agreement. Exhibit "A" contains no confidential informationcopyrights and other rights in connection therewith. I have no rights in any Inventions other than the inventions specified in Exhibit "A". If no such list is attached, I have no such Inventions or I grant an irrevocable, nonexclusive, royalty-free, worldwide license hereby assign to the Company any rights I may have or acquire in such Inventions. I agree that any Invention required to make, use and sell Inventions developed by me prior to my employment with the Company. be disclosed under paragraph (bc) I recognize that Inventions relating to my activities while working for the Company and conceived or made by me, alone or with others, above within one (1) year after termination the term of the Agreement Period may have been conceived in significant part while I was retained by the Company. Accordingly, I agree that such Inventions my employment shall be presumed to have been conceived during my employment employment. I understand that I may overcome the presumption by showing that such Invention was conceived after the termination of my employment. (e) With respect to Inventions described in paragraph (d) above, I will assist the Company in every proper way (but at the Company's expense) to obtain and from time to time enforce patents, copyrights or consultancy with other rights on said Inventions in any and all countries, and will execute all documents reasonably necessary or appropriate for this purpose. This obligation shall survive the termination of my employment, but the Company shall compensate me at a reasonable rate after such termination for time actually spent by me at the Company's request on such assistance. In the event that the Company is unable for any reason whatsoever to secure my signature to any document reasonably necessary or appropriate for any of the foregoing purposes, (including renewals, extensions, continuations, divisions, or continuations in part), I hereby irrevocably designate and appoint the Company and are its duly authorized officers and agents, as my agents and attorneys-in-fact to be assigned act for and in my behalf and instead of me, but only for the purpose of executing and filing any such document and doing all other lawfully permitted acts to accomplish the foregoing purposes with the same legal force and effect as if executed by me. (f) I understand that this Agreement does not require assignment of an invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on my own time, unless the invention relates (i) directly to the Company as a Company Invention unless and until I have established the contrary. I agree to disclose promptly in writing to the Company all Inventions made or conceived by me for one (1) year after the Agreement Period, whether or not I believe such Inventions are subject to this Agreement, to permit a determination by the Company as to whether or not the Inventions should be the property business of the Company, or (ii) to the Company's actual or demonstrably anticipated research or development. Any However, I will disclose any Inventions as required by paragraph (c) above in order to permit the Company to determine such information will issues as may arise. Such disclosure shall be received in confidence by the Company.

Disclosure and Assignment of Inventions. In addition, I hereby agree as follows: (a) All Proprietary Information shall be the sole property of the Company and its assigns, and the Company and its assigns shall be the sole owner of all trade secrets, patents, trademarks, copyrights, and other rights in connection therewith. I hereby assign to the Company any rights I may have or acquire in such Proprietary Information. (b) All documents, records, apparatus, equipment and other physical property, whether or not pertaining to Proprietary Information, furnished to me by the Company or produced by me or others in connection with my employment shall be and remain the sole property of the Company. I shall return to the Company all such materials and property as and when requested by the Company. Even if the Company does not so request, I shall return all such materials and property upon termination of my employment by me or by the Company for any reason, and I will not take with me any such material or property or any reproduction thereof upon such termination. (c) I will promptly disclose and describe to the Company Company, or any persons designated by it, all improvements, inventions, works of authorship, formulas, ideas, processes, techniques, know-how and data, whether or not patentable (collectively, "Inventions"), made or conceived, reduced to practice or learned by me, either alone or jointly with others, during the term of my employment and for one (1) year thereafter. (d) All Inventions which I may solely or jointly conceive, develop, develop or reduce to practice during the Agreement Period have developed (i) which relate, at the time of conception, development, or reduction to practice of the Invention, to the Company's business or actual or demonstrably anticipated research or development, (ii) which were developed, in whole or in part, on the Company's time either alone or jointly with the others) and (i) which use of any of the Company's or have used equipment, supplies, facilities or trade secret informationinformation of the Company, or (ii) which use or have used the hours for which I am to be or was compensated by the Company, or (iii) which resulted from any work I performed for relate at the time of conception or reduction to practice thereof to the business of the Company (the "Company Inventions"). I assign all my right, title, and interest worldwide in the Company Inventions and in all intellectual property rights based upon the Company Inventions. However, I do not assign or agree to assign any Inventions relating in any way to the Company business its actual or demonstrably anticipated research and development or (iv) which were made result from any work performed by me prior to my employment with for the Company, which Inventionsshall be the sole property of the Company and its assigns (and to the fullest extent permitted by law shall be deemed works made for hire), if anyand the Company and its assigns shall be the sole owner of all patents, are identified on Exhibit "A" to this Agreement. Exhibit "A" contains no confidential informationcopyrights and other rights in connection therewith. I have no rights in any Inventions other than the inventions specified in Exhibit "A". If no such list is attached, I have no such Inventions or I grant an irrevocable, nonexclusive, royalty-free, worldwide license hereby assign to the Company any rights I may have or acquire in such Inventions. I agree that any Invention required to make, use and sell Inventions developed by me prior to my employment with the Company. be disclosed under paragraph (bc) I recognize that Inventions relating to my activities while working for the Company and conceived or made by me, alone or with others, above within one (1) year after termination the term of the Agreement Period may have been conceived in significant part while I was retained by the Company. Accordingly, I agree that such Inventions my employment shall be presumed to have been conceived during my employment employment. I understand that I may overcome the presumption by showing that such Invention was conceived after the termination of my employment. (e) With respect to Inventions described in paragraph (d) above, I will assist the Company in every proper way (but at the Company's expense) to obtain and from time to time enforce patents, copyrights or consultancy with other rights on said Inventions in any and all countries, and will execute all documents reasonably necessary or appropriate for this purpose. This obligation shall survive the termination of my employment, but the Company shall compensate me at a reasonable rate after such termination for time actually spent by me at the Company's request on such assistance. In the event that the Company is unable for any reason whatsoever to secure my signature to any document reasonably necessary or appropriate for any of the foregoing purposes, (including renewals, extensions, continuations, divisions or continuations in part), I hereby irrevocably designate and appoint the Company and are its duly authorized officers and agents, as my agents and attorneys-in-fact to be assigned act for and in my behalf and instead of me, but only for the purpose of executing and filing any such document and doing all other lawfully permitted acts to accomplish the foregoing purposes with the same legal force and effect as if executed by me. (f) I understand that this Agreement does not require assignment of an invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on my own time, unless the invention relates (i) directly to the Company as a Company Invention unless and until I have established the contrary. I agree to disclose promptly in writing to the Company all Inventions made or conceived by me for one (1) year after the Agreement Period, whether or not I believe such Inventions are subject to this Agreement, to permit a determination by the Company as to whether or not the Inventions should be the property business of the Company, or (ii) to the Company's actual or demonstrably anticipated research or development. Any However, I will disclose any Inventions as required by paragraph (c) above in order to permit the Company to determine such information will issues as may arise. Such disclosure shall be received in confidence by the Company.

Disclosure and Assignment of Inventions. If at any time during my employment with Nuance or within one year of the termination of my employment with Nuance, I (aeither alone or with others) I will promptly disclose and describe to the Company all Inventions which I may solely or jointly make, conceive, develop, discover or reduce to practice during the Agreement Period (i) which relateany invention, at the time of conceptionmodification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, secret or reduction other intellectual property whatsoever or any interest therein (whether or not patentable or protectable under copyright or similar statutes or subject to practice analogous protection) (hereinafter called “Developments”) that result, directly or indirectly, from knowledge of or access to Nuance’s Confidential Business Information and (a) relate to the business of Nuance or any of the Inventionproducts or services being researched, to the Company's business or actual or demonstrably anticipated research or development, (ii) which were developed, in whole manufactured or in partsold by Nuance; (b) result, on the Company's time directly or with indirectly, from tasks, duties and/or responsibilities assigned to me by Nuance; or (c) result, directly or indirectly, from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by Nuance, (collectively, “Nuance-Related Developments”), such Nuance-Related Developments and the benefits thereof shall be considered “work made for hire,” as defined in 17 U.S.C. § 101, and shall immediately become the sole and absolute property of Nuance and its assigns. I agree to immediately disclose to Nuance (or any persons designated by it) each Development created, made, conceived or reduced to practice by me (alone or jointly with others) or under my direction during the period of my employment, and communicate to Nuance, without cost or delay, and without publishing the same, all available information relating thereto (with all necessary or desirable documentation and models). If any of the Company's equipmentNuance-Related Developments may not, suppliesby operation of law or otherwise, facilities or trade secret informationbe considered a “work made for hire” by me for Nuance, or (iii) which resulted from any work I performed for the Company (the "Company Inventions"). I assign if ownership of all my right, title, and interest worldwide of the intellectual property rights therein or related thereto shall not otherwise vest exclusively in Nuance, I hereby assign to Nuance, and upon the Company Inventions future creation thereof automatically assign to Nuance, without further consideration, the ownership of all of my rights, title and interest in such Nuance-Related Developments and all intellectual property rights based upon the Company Inventions. However, I do not assign therein or agree to assign any Inventions relating in any way to the Company business or demonstrably anticipated research and development which were made by me prior to my employment with the Company, which Inventions, if any, are identified on Exhibit "A" to this Agreement. Exhibit "A" contains no confidential informationrelated thereto. I have no rights in any Inventions other than the inventions specified in Exhibit "A". If no such list is attached, I have no such Inventions or I grant an irrevocable, nonexclusive, royalty-free, worldwide license to the Company to make, use understand and sell Inventions developed by me prior to my employment with the Company. (b) I recognize that Inventions relating to my activities while working for the Company and conceived or made by me, alone or with others, within one (1) year after termination of the Agreement Period may have been conceived in significant part while I was retained by the Company. Accordingly, I agree that such Inventions Nuance shall be presumed have the right to have been conceived during my employment or consultancy with obtain and hold in its own name copyrights, patents, registrations, and any other protection available in the Company and are to be assigned to the Company as a Company Invention unless and until I have established the contraryNuance-Related Developments. I agree during the term of my employment and at any time thereafter, at the request and cost of Nuance, to disclose promptly sign, execute, make and do all such deeds, documents, acts and things as Nuance may reasonably require to perfect and protect all interests throughout the world in writing Nuance-Related Developments and/or all intellectual property rights therein or related thereto. In the event Nuance is unable, after reasonable effort, to the Company all Inventions made secure my signature on any papers that Nuance deems necessary or conceived by me for one desirable in order to protect its rights or interests in Nuance-Related Developments (1) year after the Agreement Periodincluding, without limitation, copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney), whether because of my physical or not mental incapacity or for any other reason whatsoever, I believe such Inventions are subject to this Agreementhereby irrevocably designate and appoint Nuance and its duly authorized officers and agents as my agent and attorney-in-fact, to permit a determination act for and on my behalf and stead to execute and file any such application(s) and to do all other lawfully permitted acts to further the prosecution and issuance of any intellectual property rights (including without limitation, patents, copyrights and other analogous protection) relating to any Nuance-Related Developments with the same legal force and effect as if executed by the Company as to whether or not the Inventions should be the property of the Company. Any such information will be received in confidence by the Companyme.

Disclosure and Assignment of Inventions. (ai) I will promptly disclose and describe to the Company all Inventions which I may solely or jointly conceive, develop, or reduce to practice during the Agreement Period (i) which relate, at the time of conception, development, development or reduction to practice of the Invention, to the Company's ’s business or actual or demonstrably anticipated research or development, (ii) which were developed, in whole or in part, on the Company's ’s time or with the use of any of the Company's ’s equipment, supplies, facilities or trade secret informationTrade Secrets, or (iii) which resulted from any work I performed for the Company (the "“Company Inventions"”). I assign all my right, title, title and interest worldwide in the Company Inventions and in all intellectual property rights based upon the Company Inventions. However, I do not assign or agree to assign any Inventions relating in any way to the Company business or demonstrably anticipated research and development which were made by me prior to my employment employment, consultancy, and/or tenure as an independent contractor with the Company, which Inventions, if any, are identified on Exhibit "“A" ” to this Agreement. Exhibit "“A" ” contains no confidential information. I have no rights in any Inventions other than the inventions specified in Exhibit "“A"”. If no such list is attached, I have no such Inventions or I grant an irrevocable, nonexclusive, royalty-free, worldwide license to the Company to make, use and sell Inventions developed by me prior to my employment employment, consultancy, and/or tenure as an independent contractor with the Company. (bii) I recognize that Inventions relating to my activities while working for the Company and conceived or made by me, alone along or with others, within one (1) year after termination of the Agreement Period may have been conceived in significant part while I was retained by the Company. Accordingly, I agree that such Inventions shall be presumed to have been conceived during my employment or consultancy employment, consultancy, and/or tenure as an independent contractor with the Company and are to be assigned assign such Inventions to the Company as a Company Invention unless and until I have established the contrary. I agree to disclose promptly in writing to the Company all Inventions made or conceived by me for one (1) year after the Agreement Period, whether or not I believe such Inventions are subject to this Agreement, to permit a determination by the Company as to whether or not the Inventions should be the property of the Company. Any such information will be received in confidence by the Company.