Intellectual Property Assignment. a. As between Copart and you, you agree that all right, title, and interest in and to any and all Company Inventions and Intellectual Property, as defined herein, are the sole property of Copart. “Company Inventions and Intellectual Property” or “CIIP” refers to all inventions, works of authorship, copyright eligible works (such as materials, records, notes, drawings, and software), ideas, designs, developments, improvements, discoveries, and other intellectual property you develop, discover, or create (i) that relate to Copart’s business, or to any actual or demonstrably anticipated research, future work, or projects of Copart, whether or not conceived or developed alone or with others, and whether or not conceived or developed during regular working hours, or (ii) that result from any work you performed for Copart, performed on company time, or performed using Copart’s property, resources, or Confidential Information. You hereby assign to Copart, without further consideration, your entire right, title, and interest (throughout the United States and in all foreign countries) free and clear of all liens and encumbrances in and to all such CIIP, which shall be the sole property of Copart, whether or not patentable. You also agree to promptly make full written disclosure to Copart of any CIIP. b. You hereby acknowledge and agree that all writings, ideas, information, and other works which may be copyrighted (including software and computer programs) which are related to the present or planned, or reasonably anticipated business of Copart and are prepared by you (solely or jointly with others) during your relationship with Copart shall be, to the extent permitted by law, deemed to be “works for hire” or the result of “works for hire,” as defined by U.S. copyright laws, with the copyright automatically vesting in Copart. To the extent that such writings and works are not works for hire, you hereby waive any and all rights in such writings and works and hereby assign to Copart all of your present and future rights, title and interest, including copyright, in such writings and works. c. Any assignment to Copart of CIIP includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world 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 that Moral Rights cannot be assigned under applicable law, you hereby waive and agree not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law. d. You agree to keep and maintain adequate, current, accurate, and authentic written records of all CIIP made by you (solely or jointly with others) during the term of your employment or association with Copart. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that may be specified by Copart. As between Copart and you, the records are and will be available to and remain the sole property of Copart at all times. e. You further agree to reasonably cooperate with Copart, both during and after employment or association with Copart, in obtaining and enforcing patents, copyrights, trademarks, and other protections of Copart’s rights in and to all CIIP. Without limiting the generality of the foregoing, you shall, at any time during or after employment or association with Copart, at Copart’s request, execute all papers, render all assistance, and perform all lawful acts which Copart considers necessary or advisable for the preparation, filing, prosecution, issuance, procurement, maintenance or enforcement of patents, trademarks, copyrights and other protections, and any applications for any of the foregoing, of the United States or any foreign country for any CIIP and for the transfer of any interest you may have therein. You shall execute any and all papers and documents required to vest title in Copart or its nominee in any CIIP. If Copart is unable because of your mental or physical incapacity or for any reason to secure your signature to apply for or pursue any application for any United States or foreign patent, copyright or other registration covering CIIP, then you hereby irrevocably designate and appoint Copart and its duly authorized officers and agents as your agent and attorney in fact, to act for and on your behalf to do all lawfully permitted acts to further the prosecution and issuance of such registrations with the same legal force and effect as if executed by you. f. Attached hereto as Schedule A is a list describing all inventions, original works of authorship, developments, improvements and trade secrets that were made by you prior to your employment with Copart, that relate to Copart’s proposed business, products or research and development, and are owned in whole or in part by you (“Prior Inventions”); or, if no such list is attached or if Schedule A is unsigned, you represent that there are no such Prior Inventions. You agree that you will not incorporate, or permit to be incorporated, any Prior Invention into any Copart product, process or service without Copart’s prior written consent. Nevertheless, if, in the course of your employment with Copart, you incorporate into an Copart product, process or service a Prior Invention, you hereby grant to Copart a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide license to reproduce, make derivative works of, distribute, perform, display, import, make, have made, modify, use, sell, offer to sell, and exploit in any other way such Prior Invention as part of or in connection with such product, process or service, and to practice any method related thereto. g. Some state laws may not allow the assignment of certain inventions under this Agreement, including certain inventions that you develop entirely on your own time without using Copart’s equipment, supplies, facilities, trade secret information or Confidential Information (an “Other Invention”). You agree to advise Copart promptly in writing of any invention that you believe constitutes an Other Invention and is not otherwise disclosed on Schedule A. You agree that you will not incorporate, or permit to be incorporated, any Other Invention owned by you or in which you have an interest into a Copart product, process or service without Copart’s prior written consent. Notwithstanding the foregoing sentence, if, in the course of your employment with Copart, you incorporate into a Copart product, process or service an Other Invention owned by you or in which you have an interest, you hereby grant to Copart a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide license to reproduce, make derivative works of, distribute, perform, display, import, make, have made, modify, use, sell, offer to sell, and exploit in any other way such Other Invention as part of or in connection with such product, process or service, and to practice any method related thereto.
Appears in 3 contracts
Sources: Executive Officer Employment Agreement (Copart Inc), Executive Officer Employment Agreement (Copart Inc), Executive Officer Employment Agreement (Copart Inc)
Intellectual Property Assignment. a. As between Copart and you, you agree (a) Employee agrees that all right, title, and interest in and to any and all Company Inventions and Intellectual Property, as defined herein, are the sole property of Copart. “Company Inventions and Intellectual Property” or “CIIP” refers to all inventions, designs, new developments, devices, products, methods, processes, techniques, formulas, compositions, projects, plans, research data, financial data, personnel data, computer programs, software, customer and supplier lists (whether or not any of the foregoing is patentable or reduced to practice or in writing or comprising Confidential Information), any works of authorshipauthorship (whether or not copyrightable work and whether or not comprising Confidential Information) or any other form of Confidential Information (collectively, copyright eligible works (such as materials, records, notes, drawings, and software), ideas, designs, developments, improvements, discoveries, and other intellectual property you develop, discover, or create the “Intellectual Property”) that (i) results from work performed by Employee for the Company; or (ii) relates to the Company’s business as now or as presently or during the term of this Agreement are proposed to be conducted shall be and are the exclusive property of the Company.
(b) Employee agrees that relate all Intellectual Property within the Company’s field of endeavor, whether created, conceived or reduced to Copartpractice by Employee or by others, during Employee’s businessemployment or engagement by the Company (and, if based on or related to any actual Confidential Information, within one (1) year after the termination of such employment or demonstrably anticipated research, future work, or projects of Copartengagement), whether or not conceived during normal working hours and whether or developed not on the Company’s premises or with the use of its equipment, whether alone or in conjunction with others, and whether or not conceived at the request or developed during regular working hourssuggestion of the Company or otherwise, shall be the sole and exclusive property of the Company to be used by Employee only in the performance of Employee’s duties for the Company. Any copyrightable work relating to the Company’s business as now or (iias hereafter conducted, prepared in whole or in part by Employee hereafter will be deemed "a work made for hire" under Section 201(b) that result from any work you performed for Copartof the 1976 Copyright Act, performed on company time, or performed using Copart’s property, resources, or Confidential Informationand the Company shall and does own all of the rights in the copyright therein. You Employee agrees to assign and does hereby assign to Copart, without further consideration, your entire the Company all right, title, title and interest (throughout the United States and in all foreign countries) free and clear of all liens and encumbrances in and to all such CIIP, which shall be the sole property Intellectual Property created during the period of Copart, whether Employee’s employment or not patentableengagement by the Company. You Employee also agree to promptly make full written disclosure to Copart of any CIIP.
b. You hereby acknowledge and agree that all writings, ideas, information, and other works which may be copyrighted (including software and computer programs) which are related assigns to the present or planned, or reasonably anticipated business Company all causes of Copart and are prepared by you (solely or jointly with others) during your relationship with Copart shall be, to action for infringement of the extent permitted by law, deemed to be “works for hire” or the result of “works for hire,” as defined by U.S. copyright laws, with the copyright automatically vesting in Copart. To the extent that such writings and works are not works for hire, you hereby waive any and all rights in such writings and works and hereby assign to Copart all of your present and future rights, title and interest, including copyright, in such writings and works.
c. Any assignment to Copart of CIIP includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world 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 that Moral Rights cannot be assigned under applicable law, you hereby waive and agree not to enforce any and all Moral RightsIntellectual Property, including, without limitation, the right to institute, process, defend and settle any limitation on subsequent modificationsuit or other legal or administrative proceeding to enjoin infringement or misappropriation of the Intellectual Property, to the extent permitted under applicable law.
d. You agree to keep and maintain adequate, current, accurate, and authentic written records of all CIIP made by you (solely or jointly together with others) during the term of your employment or association with Copart. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that may be specified by Copart. As between Copart and you, the records are and will be available to and remain the sole property of Copart right to any resulting recovery or damages, royalties, profits, legal fees and costs. Employee shall not publish any information related to such Intellectual Property without the prior written consent (which consent shall be at all times.
e. You further agree to reasonably cooperate with Copart, both during and after employment or association with Copart, in obtaining and enforcing patents, copyrights, trademarks, and other protections of Copartthe Company’s rights in and to all CIIP. Without limiting the generality sole discretion) of the foregoing, you shall, at any time during or after employment or association with Copart, at Copart’s request, execute all papers, render all assistance, and perform all lawful acts which Copart considers necessary or advisable for the preparation, filing, prosecution, issuance, procurement, maintenance or enforcement of patents, trademarks, copyrights and other protections, and any applications for any of the foregoing, of the United States or any foreign country for any CIIP and for the transfer of any interest you may have therein. You shall execute any and all papers and documents required to vest title in Copart or its nominee in any CIIP. If Copart is unable because of your mental or physical incapacity or for any reason to secure your signature to apply for or pursue any application for any United States or foreign patent, copyright or other registration covering CIIP, then you hereby irrevocably designate and appoint Copart and its duly authorized officers and agents as your agent and attorney in fact, to act for and on your behalf to do all lawfully permitted acts to further the prosecution and issuance of such registrations with the same legal force and effect as if executed by youCompany.
f. Attached hereto as Schedule A is a list describing all inventions, original works of authorship, developments, improvements and trade secrets that were made by you prior to your employment with Copart, that relate to Copart’s proposed business, products or research and development, and are owned in whole or in part by you (“Prior Inventions”); or, if no such list is attached or if Schedule A is unsigned, you represent that there are no such Prior Inventions. You agree that you will not incorporate, or permit to be incorporated, any Prior Invention into any Copart product, process or service without Copart’s prior written consent. Nevertheless, if, in the course of your employment with Copart, you incorporate into an Copart product, process or service a Prior Invention, you hereby grant to Copart a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide license to reproduce, make derivative works of, distribute, perform, display, import, make, have made, modify, use, sell, offer to sell, and exploit in any other way such Prior Invention as part of or in connection with such product, process or service, and to practice any method related thereto.
g. Some state laws may not allow the assignment of certain inventions under this Agreement, including certain inventions that you develop entirely on your own time without using Copart’s equipment, supplies, facilities, trade secret information or Confidential Information (an “Other Invention”). You agree to advise Copart promptly in writing of any invention that you believe constitutes an Other Invention and is not otherwise disclosed on Schedule A. You agree that you will not incorporate, or permit to be incorporated, any Other Invention owned by you or in which you have an interest into a Copart product, process or service without Copart’s prior written consent. Notwithstanding the foregoing sentence, if, in the course of your employment with Copart, you incorporate into a Copart product, process or service an Other Invention owned by you or in which you have an interest, you hereby grant to Copart a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide license to reproduce, make derivative works of, distribute, perform, display, import, make, have made, modify, use, sell, offer to sell, and exploit in any other way such Other Invention as part of or in connection with such product, process or service, and to practice any method related thereto.
Appears in 1 contract
Sources: Employment Agreement (Grace 2, Inc.)
Intellectual Property Assignment. a. As between Copart and you, you agree (a) Employee agrees that all right, title, and interest in and to any and all Company Inventions and Intellectual Property, as defined herein, are the sole property of Copart. “Company Inventions and Intellectual Property” or “CIIP” refers to all inventions, designs, new developments, devices, products, methods, processes, techniques, formulas, compositions, projects, plans, research data, financial data, personnel data, computer programs, software, customer and supplier lists (whether or not any of the foregoing is patentable or reduced to practice or in writing or comprising Confidential Information), any works of authorshipauthorship (whether or not copyrightable work and whether or not comprising Confidential Information) or any other form of Confidential Information (collectively, copyright eligible works (such as materials, records, notes, drawings, and software), ideas, designs, developments, improvements, discoveries, and other intellectual property you develop, discover, or create the “Intellectual Property”) that (i) results from work performed by Employee for the Company; or (ii) relates to the Company’s business as now or as presently or during the term of this Agreement are proposed to be conducted shall be and are the exclusive property of the Company.
(b) Employee agrees that relate all Intellectual Property within the Company’s field of endeavor, whether created, conceived or reduced to Copartpractice by Employee or by others, during Employee’s businessemployment or engagement by the Company (and, if based on or related to any actual Confidential Information, within one (1) year after the termination of such employment or demonstrably anticipated research, future work, or projects of Copartengagement), whether or not conceived during normal working hours and whether or developed not on the Company’s premises or with the use of its equipment, whether alone or in conjunction with others, and whether or not conceived at the request or developed during regular working hourssuggestion of the Company or otherwise, shall be the sole and exclusive property of the Company to be used by Employee only in the performance of Employee’s duties for the Company. Any copyrightable work relating to the Company’s business as now or (iias hereafter conducted, prepared in whole or in part by Employee hereafter will be deemed "a work made for hire" under Section 201(b) that result from any work you performed for Copartof the 1976 Copyright Act, performed on company time, or performed using Copart’s property, resources, or Confidential Informationand the Company shall and does own all of the rights in the copyright therein. You Employee agrees to assign and does hereby assign to Copart, without further consideration, your entire the Company all right, title, title and interest (throughout the United States and in all foreign countries) free and clear of all liens and encumbrances in and to all such CIIP, which shall be the sole property Intellectual Property created during the period of Copart, whether Employee’s employment or not patentableengagement by the Company. You Employee also agree to promptly make full written disclosure to Copart of any CIIP.
b. You hereby acknowledge and agree that all writings, ideas, information, and other works which may be copyrighted (including software and computer programs) which are related assigns to the present or planned, or reasonably anticipated business Company all causes of Copart and are prepared by you (solely or jointly with others) during your relationship with Copart shall be, to action for infringement of the extent permitted by law, deemed to be “works for hire” or the result of “works for hire,” as defined by U.S. copyright laws, with the copyright automatically vesting in Copart. To the extent that such writings and works are not works for hire, you hereby waive any and all rights in such writings and works and hereby assign to Copart all of your present and future rights, title and interest, including copyright, in such writings and works.
c. Any assignment to Copart of CIIP includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world 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 that Moral Rights cannot be assigned under applicable law, you hereby waive and agree not to enforce any and all Moral RightsIntellectual Property, including, without limitation, the right to institute, process, defend and settle any limitation on subsequent modificationsuit or other legal or administrative proceeding to enjoin infringement or misappropriation of the Intellectual Property, together with the sole right to any resulting recovery or damages, royalties, profits, legal fees and costs. Employee shall not publish any information related to such Intellectual Property without the prior written consent (which consent shall be at the Company’s sole discretion) of the Company. Q Holdings Employment & Proprietary Rights Agreement
(c) Employee will make full and prompt disclosure to the extent permitted under applicable law.
d. You agree to keep and maintain adequate, current, accurate, and authentic written records Company of all CIIP made such Intellectual Property created by you (solely Employee or under Employee’s direction or jointly with others) others during the term of your Employee’s employment or association with Copart. The records will be in engagement by the form Company, whether or not during normal working hours or on the premises of notes, sketches, drawings, electronic files, reports, the Company or any other format that may be specified by Copart. As between Copart and you, the records are and will be available to and remain the sole property of Copart at all timessubsidiary.
e. You further agree (d) Employee agrees to reasonably cooperate fully with Copartthe Company, both during and after Employee’s employment or association engagement with Copartthe Company, with respect to the procurement, maintenance and enforcement of copyrights and patents (both in obtaining the United States and enforcing patents, copyrights, trademarks, and other protections of Copart’s rights in and foreign countries) relating to all CIIPsuch Intellectual Property. Without limiting the generality of the foregoing, you shall, at any time during or after employment or association with Copart, at Copart’s request, execute Employee shall sign all papers, render all assistanceincluding, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignment of priority rights, and perform all lawful acts powers of attorney, which Copart considers the Company may deem necessary or advisable desirable in order to protect the Company’s rights and interests in such Intellectual Property. Company agrees to reimburse Employee for all out of pocket expenses reasonably incurred in performance of this covenant.
(e) As requested by the preparation, filing, prosecution, issuance, procurement, maintenance Company from time to time and promptly upon the termination or enforcement cessation of patents, trademarks, copyrights and other protections, and any applications Employee’s employment or engagement with the Company for any reason, Employee shall promptly deliver to the Company all copies and embodiments, in whatever form, of all Confidential Information and Intellectual Property in the Company’s field of endeavor in Employee’s possession or within Employee’s control (including, but not limited to, written records, notes, photographs, manuals, notebooks, documentation, program listings, flow charts, magnetic or electronic media, disks, diskettes, tapes and all other materials containing any Confidential Information or Intellectual Property) irrespective of the foregoinglocation or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been delivered to the Company.
(f) Provided that Employee is an employee of the United States or any foreign country for any CIIP and for the transfer of any interest you may have therein. You shall execute any and all papers and documents required to vest title in Copart or its nominee in any CIIP. If Copart is unable because of your mental or physical incapacity or for any reason to secure your signature to apply for or pursue any application for any United States or foreign patent, copyright or other registration covering CIIP, then you hereby irrevocably designate and appoint Copart and its duly authorized officers and agents as your agent and attorney in fact, to act for and on your behalf to do all lawfully permitted acts to further the prosecution and issuance of such registrations with the same legal force and effect as if executed by you.
f. Attached hereto as Schedule A is a list describing all inventions, original works of authorship, developments, improvements and trade secrets that were made by you prior to your employment with Copart, that relate to Copart’s proposed business, products or research and development, and are owned in whole or in part by you (“Prior Inventions”); or, if no such list is attached or if Schedule A is unsigned, you represent that there are no such Prior Inventions. You agree that you will not incorporate, or permit to be incorporated, any Prior Invention into any Copart product, process or service without Copart’s prior written consent. Nevertheless, ifCompany, in the course of your employment with Copart, you incorporate into an Copart product, process Utah or service a Prior Invention, you hereby grant to Copart a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide license to reproduce, make derivative works of, distribute, perform, display, import, make, have made, modify, use, sell, offer to sell, and exploit in any other way such Prior Invention as part jurisdiction where the notice set forth in this Section 7(f) is required by law, Employee is hereby advised that subsections (a) through (e) of or in connection with such productthis Section 7 of this Agreement do not apply to any invention for which no property, process or serviceequipment, and to practice any method related thereto.
g. Some state laws may not allow the assignment of certain inventions under this Agreement, including certain inventions that you develop entirely on your own time without using Copart’s equipmentfacilities, supplies, facilitiesresources, intellectual property or trade secret information of the Company was used and which was developed entirely on Employee’s own time, unless: (a) the invention relates (i) directly to the business of the Company or Confidential Information (an “Other Invention”). You agree ii) to advise Copart promptly in writing of any invention that you believe constitutes an Other Invention and is not otherwise disclosed on Schedule A. You agree that you will not incorporatethe Company’s actual or demonstrably anticipated business, research, or permit to be incorporateddevelopment; or (b) the invention (i) results from any work, any Other Invention owned services, or duties performed by you Employee for the Company or in which you have an interest into a Copart product, process or service without Copart(ii) is within the scope of Employee’s prior written consentemployment. Notwithstanding the foregoing sentence, if, in the course of your employment with Copart, you incorporate into a Copart product, process or service an Other Invention owned by you or in which you have an interest, you hereby grant to Copart a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide license to reproduce, make derivative works of, distribute, perform, display, import, make, have made, modify, use, sell, offer to sell, and exploit in any other way such Other Invention as part of or in connection with such product, process or service, and to practice any method related thereto.Q Holdings Employment & Proprietary Rights Agreement
Appears in 1 contract
Sources: Employment Agreement (Grace 2, Inc.)
Intellectual Property Assignment. a. As between Copart and you, you agree that all right, title, and interest in and to any and all Company Inventions and Intellectual Property, as defined herein, are the sole property of Copart. “"Company Inventions and Intellectual Property” " or “"CIIP” " refers to all inventions, works of authorship, copyright eligible works (such as materials, records, notes, drawings, and software), ideas, designs, developments, improvements, discoveries, and other intellectual property you develop, discover, or create (i) that relate to Copart’s 's business, or to any actual or demonstrably anticipated research, future work, or projects of Copart, whether or not conceived or developed alone or with others, and whether or not conceived or developed during regular working hours, or (ii) that result from any work you performed for Copart, performed on company time, or performed using Copart’s 's property, resources, or Confidential Information. You hereby assign to Copart, without further consideration, your entire right, title, and interest (throughout the United States and in all foreign countries) free and clear of all liens and encumbrances in and to all such CIIP, which shall be the sole property of Copart, whether or not patentable. You also agree to promptly make full written disclosure to Copart of any CIIP.
b. You hereby acknowledge and agree that all writings, ideas, information, and other works which may be copyrighted (including software and computer programs) which are related to the present or planned, or reasonably anticipated business of Copart and are prepared by you (solely or jointly with others) during your relationship with Copart shall be, to the extent permitted by law, deemed to be “"works for hire” " or the result of “"works for hire,” " as defined by U.S. copyright laws, with the copyright automatically vesting in Copart. To the extent that such writings and works are not works for hire, you hereby waive any and all rights in such writings and works and hereby assign to Copart all of your present and future rights, title and interest, including copyright, in such writings and works.
c. Any assignment to Copart of CIIP includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “"moral rights,” “" "artist’s 's rights,” “" "droit moral,” " or the like (collectively, “"Moral Rights”"). To the extent that Moral Rights cannot be assigned under applicable law, you hereby waive and agree not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.
d. You agree to keep and maintain adequate, current, accurate, and authentic written records of all CIIP made by you (solely or jointly with others) during the term of your employment or association with Copart. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that may be specified by Copart. As between Copart and you, the records are and will be available to and remain the sole property of Copart at all times.
e. You further agree to reasonably cooperate with Copart, both during and after employment or association with Copart, in obtaining and enforcing patents, copyrights, trademarks, and other protections of Copart’s 's rights in and to all CIIP. Without limiting the generality of the foregoing, you shall, at any time during or after employment or association with Copart, at Copart’s 's request, execute all papers, render all assistance, and perform all lawful acts which Copart considers necessary or advisable for the preparation, filing, prosecution, issuance, procurement, maintenance or enforcement of patents, trademarks, copyrights and other protections, and any applications for any of the foregoing, of the United States or any foreign country for any CIIP and for the transfer of any interest you may have therein. You shall execute any and all papers and documents required to vest title in Copart or its nominee in any CIIP. If Copart is unable because of your mental or physical incapacity or for any reason to secure your signature to apply for or pursue any application for any United States or foreign patent, copyright or other registration covering CIIP, then you hereby irrevocably designate and appoint Copart and its duly authorized officers and agents as your agent and attorney in fact, to act for and on your behalf to do all lawfully permitted acts to further the prosecution and issuance of such registrations with the same legal force and effect as if executed by you.
f. Attached hereto as Schedule A is a list describing all inventions, original works of authorship, developments, improvements and trade secrets that were made by you prior to your employment with Copart, that relate to Copart’s 's proposed business, products or research and development, and are owned in whole or in part by you (“"Prior Inventions”"); or, if no such list is attached or if Schedule A is unsigned, you represent that there are no such Prior Inventions. You agree that you will not incorporate, or permit to be incorporated, any Prior Invention into any Copart product, process or service without Copart’s 's prior written consent. Nevertheless, if, in the course of your employment with Copart, you incorporate into an Copart product, process or service a Prior Invention, you hereby grant to Copart a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide license to reproduce, make derivative works of, distribute, perform, display, import, make, have made, modify, use, sell, offer to sell, and exploit in any other way such Prior Invention as part of or in connection with such product, process or service, and to practice any method related thereto.
g. Some state laws may not allow the assignment of certain inventions under this Agreement, including certain inventions that you develop entirely on your own time without using Copart’s equipment, supplies, facilities, trade secret information or Confidential Information (an “Other Invention”). You agree to advise Copart promptly in writing of any invention that you believe constitutes an Other Invention and is not otherwise disclosed on Schedule A. You agree that you will not incorporate, or permit to be incorporated, any Other Invention owned by you or in which you have an interest into a Copart product, process or service without Copart’s prior written consent. Notwithstanding the foregoing sentence, if, in the course of your employment with Copart, you incorporate into a Copart product, process or service an Other Invention owned by you or in which you have an interest, you hereby grant to Copart a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide license to reproduce, make derivative works of, distribute, perform, display, import, make, have made, modify, use, sell, offer to sell, and exploit in any other way such Other Invention as part of or in connection with such product, process or service, and to practice any method related thereto.
Appears in 1 contract
Sources: Executive Officer Employment Agreement (Copart Inc)
Intellectual Property Assignment. a. As between Copart and you, you agree that all right, title, and interest in and to any and all Company Inventions and Intellectual Property, as defined herein, are the sole property of Copart. “Company Inventions and Intellectual Property” or “CIIP” refers to all inventions, works of authorship, copyright eligible works (such as materials, records, notes, drawings, and software), ideas, designs, developments, improvements, discoveries, and other intellectual property you develop, discover, or create (i) that relate to Copart’s business, or to any actual or demonstrably anticipated research, future work, or projects of Copart, whether or not conceived or developed alone or with others, and whether or not conceived or developed during regular working hours, or (ii) that result from any work you performed for Copart, performed on company time, or performed using Copart’s property, resources, or Confidential Information. You hereby assign to Copart, without further consideration, your entire right, title, and interest (throughout the United States and in all foreign countries) free and clear of all liens and encumbrances in and to all such CIIP, which shall be the sole property of Copart, whether or not patentable. You also agree to promptly make full written disclosure to Copart of any CIIP.
b. You hereby acknowledge and agree that all writings, ideas, information, and other works which may be copyrighted (including software and computer programs) which are related to the present or planned, or reasonably anticipated business of Copart and are prepared by you (solely or jointly with others) during your relationship with Copart shall be, to the extent permitted by law, deemed to be “works for hire” or the result of “works for hire,” as defined by U.S. copyright laws, with the copyright automatically vesting in Copart. To the extent that such writings and works are not works for hire, you hereby waive any and all rights in such writings and works and hereby assign to Copart all of your present and future rights, title and interest, including copyright, in such writings and works.
c. Any assignment to Copart of CIIP includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world 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 that Moral Rights cannot be assigned under applicable law, you hereby waive and agree not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.
d. You agree to keep and maintain adequate, current, accurate, and authentic written records of all CIIP made by you (solely or jointly with others) during the term of your employment or association with Copart. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that may be specified by Copart. As between Copart and you, the records are and will be available to and remain the sole property of Copart at all times.
e. You further agree to reasonably cooperate with Copart, both during and after employment or association with Copart, in obtaining and enforcing patents, copyrights, trademarks, and other protections of Copart’s rights in and to all CIIP. Without limiting the generality of the foregoing, you shall, at any time during or after employment or association with Copart, at Copart’s request, execute all papers, render all assistance, and perform all lawful acts which Copart considers necessary or advisable for the preparation, filing, prosecution, issuance, procurement, maintenance or enforcement of patents, trademarks, copyrights and other protections, and any applications for any of the foregoing, of the United States or any foreign country for any CIIP and for the transfer of any interest you may have therein. You shall execute any and all papers and documents required to vest title in Copart or its nominee in any CIIP. If Copart is unable because of your mental or physical incapacity or for any reason to secure your signature to apply for or pursue any application for any United States or foreign patent, copyright or other registration covering CIIP, then you hereby irrevocably designate and appoint Copart and its duly authorized officers and agents as your agent and attorney in fact, to act for and on your behalf to do all lawfully permitted acts to further the prosecution and issuance of such registrations with the same legal force and effect as if executed by you.
f. Attached hereto as Schedule A is a list describing all inventions, original works of authorship, developments, improvements and trade secrets that were made by you prior to your employment with Copart, that relate to Copart’s proposed business, products or research and development, and are owned in whole or in part by you (“Prior Inventions”); or, if no such list is attached or if Schedule A is unsigned, you represent that there are no such Prior Inventions. You agree that you will not incorporate, or permit to be incorporated, any Prior Invention into any Copart product, process or service without Copart’s prior written consent. Nevertheless, if, in the course of your employment with Copart, you incorporate into an Copart product, process or service a Prior Invention, you hereby grant to Copart a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide license to reproduce, make derivative works of, distribute, perform, display, import, make, have made, modify, use, sell, offer to sell, and exploit in any other way such Prior Invention as part of or in connection with such product, process or service, and to practice any method related thereto.
g. Some state laws may not allow the assignment of certain inventions under this Agreement, including certain inventions that you develop entirely on your own time without using Copart’s equipment, supplies, facilities, trade secret information or Confidential Information (an “Other Invention”). You agree to advise Copart promptly in writing of any invention that you believe constitutes an Other Invention and is not otherwise disclosed on Schedule A. You agree that you will not incorporate, or permit to be incorporated, any Other Invention owned by you or in which you have an interest into a Copart product, process or service without Copart’s prior written consent. Notwithstanding the foregoing sentence, if, in the course of your employment with Copart, you incorporate into a Copart product, process or service an Other Invention owned by you or in which you have an interest, you hereby grant to Copart a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide license to reproduce, make derivative works of, distribute, perform, display, import, make, have made, modify, use, sell, offer to sell, and exploit in any other way such Other Invention as part of or in connection with such product, process or service, and to practice any method related thereto.
Appears in 1 contract
Sources: Executive Officer Employment Agreement (Copart Inc)
Intellectual Property Assignment. a. As between Copart Effective immediately prior to the Closing, CISI and youeach of the Acquired Entities hereby assign to Concentra, you agree that or its designee, any and all of their right, title, and interest in and to any and all Company Inventions and Intellectual Property, as defined herein, are the sole property of Copart. “Company Inventions and Intellectual Property” or “CIIP” refers to all inventions, original works of authorship, copyright eligible works (such as materials, records, notes, drawings, and software), ideas, designs, developments, improvements, discoveries, and other intellectual property you develop, discover, ideas or create (i) that relate to Copart’s business, or trade secrets related to any actual Intellectual Property that is an Excluded Asset, including all notes, documents or demonstrably anticipated research, future work, or projects of Copartwork papers related thereto, whether or not conceived patentable or developed alone registrable under copyright or with others, and whether or not conceived or developed during regular working hours, or (ii) that result from any work you performed for Copart, performed on company time, or performed using Copart’s property, resources, or Confidential Information. You hereby assign to Copart, without further consideration, your entire right, title, and interest (throughout the United States and in all foreign countries) free and clear of all liens and encumbrances in and to all such CIIPsimilar laws, which shall be CISI and/or the sole property of Copart, whether or not patentable. You also agree to promptly make full written disclosure to Copart of any CIIP.
b. You hereby acknowledge and agree that all writings, ideas, information, and other works which Acquired Entities may be copyrighted (including software and computer programs) which are related to the present or planned, or reasonably anticipated business of Copart and are prepared by you (have solely or jointly with others) Concentra conceived or developed or reduced to practice, or caused to be conceived or developed or reduced to practice, during your relationship the period of time prior to Closing (collectively referred to as “Joint Development”). If Buyer acquires, or the Acquired Entities retain, any rights in the Joint Development despite the forgoing assignment, Buyer and each of the Acquired Entities hereby grant to Concentra or its designee a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, worldwide license to make, have made, modify, use, sell, offer for sale, import, export, reproduce, modify and otherwise commercialize such Joint Development as part of or in connection with Copart shall beits products, processes or services, and to practice any method related thereto. In addition, to the extent permitted by lawBuyer acquires, deemed to be “works for hire” or any of the result of “works for hire,” as defined by U.S. copyright lawsAcquired Entities retains, with the copyright automatically vesting in Copart. To the extent that such writings and works are not works for hire, you hereby waive any and all rights in such writings and works and hereby assign to Copart all of your present and future rights, title and interest, including copyright, in such writings and works.
c. Any assignment to Copart of CIIP includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectivelylike, “Moral Rights”). To Buyer and each of the extent that Moral Rights cannot be assigned under applicable law, you Acquired Entities hereby waive ratifies and agree not consents to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.
d. You agree to keep and maintain adequate, current, accurate, and authentic written records of all CIIP made by you (solely or jointly with others) during the term of your employment or association with Copart. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format action that may be specified taken with respect to such rights by Copart. As between Copart and you, the records are and will be available to and remain the sole property of Copart at all times.
e. You further agree to reasonably cooperate with Copart, both during and after employment Concentra or association with Copart, in obtaining and enforcing patents, copyrights, trademarksits designee, and other protections of Copart’s rights in Buyer and to all CIIP. Without limiting the generality each of the foregoing, you shall, at Acquired Entities hereby waives and agrees not to assert any time during or after employment or association such rights with Copart, at Copart’s request, execute all papers, render all assistance, and perform all lawful acts which Copart considers necessary or advisable for the preparation, filing, prosecution, issuance, procurement, maintenance or enforcement of patents, trademarks, copyrights and other protections, and respect to any applications for any of the foregoing, of the United States or any foreign country for any CIIP and for the transfer of any interest you may have therein. You shall execute any and all papers and documents required to vest title in Copart action by Concentra or its nominee in any CIIP. If Copart is unable because of your mental or physical incapacity or for any reason to secure your signature to apply for or pursue any application for any United States or foreign patent, copyright or other registration covering CIIP, then you hereby irrevocably designate and appoint Copart and its duly authorized officers and agents as your agent and attorney in fact, to act for and on your behalf to do all lawfully permitted acts to further the prosecution and issuance of such registrations with the same legal force and effect as if executed by youdesignee.
f. Attached hereto as Schedule A is a list describing all inventions, original works of authorship, developments, improvements and trade secrets that were made by you prior to your employment with Copart, that relate to Copart’s proposed business, products or research and development, and are owned in whole or in part by you (“Prior Inventions”); or, if no such list is attached or if Schedule A is unsigned, you represent that there are no such Prior Inventions. You agree that you will not incorporate, or permit to be incorporated, any Prior Invention into any Copart product, process or service without Copart’s prior written consent. Nevertheless, if, in the course of your employment with Copart, you incorporate into an Copart product, process or service a Prior Invention, you hereby grant to Copart a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide license to reproduce, make derivative works of, distribute, perform, display, import, make, have made, modify, use, sell, offer to sell, and exploit in any other way such Prior Invention as part of or in connection with such product, process or service, and to practice any method related thereto.
g. Some state laws may not allow the assignment of certain inventions under this Agreement, including certain inventions that you develop entirely on your own time without using Copart’s equipment, supplies, facilities, trade secret information or Confidential Information (an “Other Invention”). You agree to advise Copart promptly in writing of any invention that you believe constitutes an Other Invention and is not otherwise disclosed on Schedule A. You agree that you will not incorporate, or permit to be incorporated, any Other Invention owned by you or in which you have an interest into a Copart product, process or service without Copart’s prior written consent. Notwithstanding the foregoing sentence, if, in the course of your employment with Copart, you incorporate into a Copart product, process or service an Other Invention owned by you or in which you have an interest, you hereby grant to Copart a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide license to reproduce, make derivative works of, distribute, perform, display, import, make, have made, modify, use, sell, offer to sell, and exploit in any other way such Other Invention as part of or in connection with such product, process or service, and to practice any method related thereto.
Appears in 1 contract
Intellectual Property Assignment. a. The Company is and will be the sole and exclusive owner of all right, title, and interest throughout the world in and to all the results and proceeds of the Services performed under this Agreement (collectively, the “Deliverables”) and all other writings, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, and materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, modified, conceived, or reduced to practice in the course of performing the Services or other work performed in connection with the Services or this Agreement (collectively, and including the Deliverables, “Work Product”) including all patents, copyrights, trademarks (together with the goodwill symbolized thereby), trade secrets, know-how, and other confidential or proprietary information, and other intellectual property rights (collectively “Intellectual Property Rights”) therein. Contractor agrees that the Work Product is hereby deemed “work made for hire” as defined in 17 U.S.C. § 101 for the Company and all copyrights therein automatically and immediately vest in the Company. If, for any reason, any Work Product does not constitute “work made for hire,” Contractor hereby irrevocably assigns to the Company, for no additional consideration, Contractor’s entire right, title, and interest throughout the world in and to such Work Product, including all Intellectual Property Rights therein, including the right to sue for past, present, and future infringement, misappropriation, or dilution thereof. To the extent any copyrights are assigned under this Section 5, Contractor hereby irrevocably waives in favor of the Company, to the extent permitted by applicable law, any and all claims Contractor may now or hereafter have in any jurisdiction to all rights of paternity or attribution, integrity, disclosure, and withdrawal and any other rights that may be known as “moral rights” in relation to all Work Product to which the assigned copyrights apply. Upon the request of the Company, during and after the Term, Contractor shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, and provide such further cooperation, as may be necessary to assist the Company to apply for, prosecute, register, maintain, perfect, record, or enforce its rights in any Work Product and all Intellectual Property Rights therein. In the event the Company is unable, after reasonable effort, to obtain Contractor’s signature on any such documents, Contractor hereby irrevocably designates and appoints the Company as Contractor’s agent and attorney-in-fact, to act for and on Contractor’s behalf solely to execute and file any such application or other document and do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other intellectual property protection related to the Work Product with the same legal force and effect as if Contractor had executed them. Contractor agrees that this power of attorney is coupled with an interest. As between Copart the Contractor and youthe Company, you agree that the Company is, and will remain, the sole and exclusive owner of all right, title, and interest in and to any and all Company Inventions and Intellectual Propertydocuments, as defined hereinspecifications, are the sole property of Copart. “Company Inventions and Intellectual Property” or “CIIP” refers to all inventionsdata, works of authorshipknow-how, copyright eligible works (such as materialsmethodologies, records, notes, drawings, and software), ideas, designs, developments, improvements, discoveries, and other intellectual property you develop, discover, or create (i) that relate to Copart’s business, or to any actual or demonstrably anticipated research, future work, or projects of Copart, whether or not conceived or developed alone or with others, and whether or not conceived or developed during regular working hours, or (ii) that result from any work you performed for Copart, performed on company time, or performed using Copart’s property, resources, or Confidential Information. You hereby assign to Copart, without further consideration, your entire right, title, and interest (throughout the United States and in all foreign countries) free and clear of all liens and encumbrances in and to all such CIIP, which shall be the sole property of Copart, whether or not patentable. You also agree to promptly make full written disclosure to Copart of any CIIP.
b. You hereby acknowledge and agree that all writings, ideas, information, and other works which may be copyrighted (including software and computer programs) which are related materials provided to the present Contractor by the Company (“Company Materials”), including all Intellectual Property Rights therein. Contractor has no right or planned, license to reproduce or reasonably anticipated business of Copart and are prepared by you (use any Company Materials except solely or jointly with others) during your relationship with Copart shall be, the Term to the extent permitted by law, deemed necessary to be “works for hire” or the result of “works for hire,” as defined by U.S. copyright laws, with the copyright automatically vesting in Copartperform Contractor’s obligations under this Agreement. To the extent that such writings and works are not works for hire, you hereby waive any and all rights in such writings and works and hereby assign to Copart all of your present and future rights, title and interest, including copyright, in such writings and works.
c. Any assignment to Copart of CIIP includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any All other rights throughout the world 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 that Moral Rights cannot be assigned under applicable law, you hereby waive and agree not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.
d. You agree to keep and maintain adequate, current, accurate, and authentic written records of all CIIP made by you (solely or jointly with others) during the term of your employment or association with Copart. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that may be specified by Copart. As between Copart and you, the records are and will be available to and remain the sole property of Copart at all times.
e. You further agree to reasonably cooperate with Copart, both during and after employment or association with Copart, in obtaining and enforcing patents, copyrights, trademarks, and other protections of Copart’s rights in and to all CIIPthe Company Materials are expressly reserved by the Company. Without limiting The Contractor has no right or license to use the generality of the foregoing, you shall, at any time during or after employment or association with Copart, at CopartCompany’s request, execute all papers, render all assistance, and perform all lawful acts which Copart considers necessary or advisable for the preparation, filing, prosecution, issuance, procurement, maintenance or enforcement of patents, trademarks, copyrights service marks, trade names, logos, symbols, or brand names. Contractor shall require each of Contractor’s and employees and subcontractors, if any, to execute written agreements containing obligations of confidentiality and non-use and assignment of inventions and other protections, and any applications for any of the foregoing, of the United States or any foreign country for any CIIP and for the transfer of any interest you may have therein. You shall execute any and all papers and documents required to vest title in Copart or its nominee in any CIIP. If Copart is unable because of your mental or physical incapacity or for any reason to secure your signature to apply for or pursue any application for any United States or foreign patent, copyright or other registration covering CIIP, then you hereby irrevocably designate and appoint Copart and its duly authorized officers and agents as your agent and attorney in fact, to act for and on your behalf to do all lawfully permitted acts to further the prosecution and issuance of such registrations work product consistent with the same legal force and effect as if executed by you.
f. Attached hereto as Schedule A is a list describing all inventions, original works provisions of authorship, developments, improvements and trade secrets that were made by you this Section 5 prior to your employment with Copart, that relate to Copart’s proposed business, products such employee or research and development, and are owned in whole or in part by you (“Prior Inventions”); or, if no such list is attached or if Schedule A is unsigned, you represent that there are no such Prior Inventions. You agree that you will not incorporate, or permit to be incorporated, subcontractor providing any Prior Invention into any Copart product, process or service without Copart’s prior written consent. Nevertheless, if, in the course of your employment with Copart, you incorporate into an Copart product, process or service a Prior Invention, you hereby grant to Copart a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide license to reproduce, make derivative works of, distribute, perform, display, import, make, have made, modify, use, sell, offer to sell, and exploit in any other way such Prior Invention as part of or in connection with such product, process or service, and to practice any method related thereto.
g. Some state laws may not allow the assignment of certain inventions Services under this Agreement, including certain inventions that you develop entirely on your own time without using Copart’s equipment, supplies, facilities, trade secret information or Confidential Information (an “Other Invention”). You agree to advise Copart promptly in writing of any invention that you believe constitutes an Other Invention and is not otherwise disclosed on Schedule A. You agree that you will not incorporate, or permit to be incorporated, any Other Invention owned by you or in which you have an interest into a Copart product, process or service without Copart’s prior written consent. Notwithstanding the foregoing sentence, if, in the course of your employment with Copart, you incorporate into a Copart product, process or service an Other Invention owned by you or in which you have an interest, you hereby grant to Copart a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide license to reproduce, make derivative works of, distribute, perform, display, import, make, have made, modify, use, sell, offer to sell, and exploit in any other way such Other Invention as part of or in connection with such product, process or service, and to practice any method related thereto.
Appears in 1 contract
Sources: Independent Contractor Agreement (Workhorse Group Inc.)
Intellectual Property Assignment. a. As between Copart and you, you agree that all right, title, and interest in and to any and all Company Inventions and Intellectual Property, as defined herein, are the sole property of Copart. “Company Inventions and Intellectual Property” or “CIIP” refers to all inventions, works of authorship, copyright eligible works (such as materials, records, notes, drawings, and software), ideas, designs, developments, improvements, discoveries, and other intellectual property you develop, discover, or create (i) that relate to Copart’s business, or to any actual or demonstrably anticipated research, future work, or projects of Copart, whether or not conceived or developed alone or with others, and whether or not conceived or developed during regular working hours, or (ii) that result from any work you performed for Copart, performed on company time, or performed using Copart’s property, resources, or Confidential Information. You hereby assign to Copart, without further consideration, your entire right, title, and interest (throughout the United States and in all foreign countries) free and clear of all liens and encumbrances in and to all such CIIP, which shall be the sole property of Copart, whether or not patentable. You also agree to promptly make full written disclosure to Copart of any CIIP.
b. You hereby acknowledge and agree that all writings, ideas, information, and other works which may be copyrighted (including software and computer programs) which are related to the present or planned, or reasonably anticipated business of Copart and are prepared by you (solely or jointly with others) during your relationship with Copart shall be, to the extent permitted by law, deemed to be “works for hire” or the result of “works for hire,” as defined by U.S. copyright laws, with the copyright automatically vesting in Copart. To the extent that such writings and works are not works for hire, you hereby waive any and all rights in such writings and works and hereby assign to Copart all of your present and future rights, title and interest, including copyright, in such writings and works.
c. Any assignment to Copart of CIIP includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world 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 that Moral Rights cannot be assigned under applicable law, you hereby waive and agree not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.
d. You agree to keep and maintain adequate, current, accurate, and authentic written records of all CIIP made by you (solely or jointly with others) during the term of your employment or association with Copart. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that may be specified by Copart. As between Copart and you, the records are and will be available to and remain the sole property of Copart at all times.
e. You further agree to reasonably cooperate with Copart, both during and after employment or association with Copart, in obtaining and enforcing patents, copyrights, trademarks, and other protections of Copart’s rights in and to all CIIP. Without limiting the generality of the foregoing, you shall, at any time during or after employment or association with Copart, at Copart’s ’ s request, execute all papers, render all assistance, and perform all lawful acts which Copart considers necessary or advisable for the preparation, filing, prosecution, issuance, procurement, maintenance or enforcement of patents, trademarks, copyrights and other protections, and any applications for any of the foregoing, of the United States or any foreign country for any CIIP and for the transfer of any interest you may have therein. You shall execute any and all papers and documents required to vest title in Copart or its nominee in any CIIP. If Copart is unable because of your mental or physical incapacity or for any reason to secure your signature to apply for or pursue any application for any United States or foreign patent, copyright or other registration covering CIIP, then you hereby irrevocably designate and appoint Copart and its duly authorized officers and agents as your agent and attorney in fact, to act for and on your behalf to do all lawfully permitted acts to further the prosecution and issuance of such registrations with the same legal force and effect as if executed by you.
f. Attached hereto as Schedule A is a list describing all inventions, original works of authorship, developments, improvements and trade secrets that were made by you prior to your employment with Copart, that relate to Copart’s proposed business, products or research and development, and are owned in whole or in part by you (“Prior Inventions”); or, if no such list is attached or if Schedule A is unsigned, you represent that there are no such Prior Inventions. You agree that you will not incorporate, or permit to be incorporated, any Prior Invention into any Copart product, process or service without Copart’s prior written consent. Nevertheless, if, in the course of your employment with Copart, you incorporate into an a Copart product, process or service a Prior Invention, you hereby grant to Copart a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide license to reproduce, make derivative works of, distribute, perform, display, import, make, have made, modify, use, sell, offer to sell, and exploit in any other way such Prior Invention as part of or in connection with such product, process or service, and to practice any method related thereto.
g. Some state laws may not allow the assignment of certain inventions under this Agreement, including certain inventions that you develop entirely on your own time without using Copart’s equipment, supplies, facilities, trade secret information or Confidential Information (an “Other Invention”). You agree to advise Copart promptly in writing of any invention that you believe constitutes an Other Invention and is not otherwise disclosed on Schedule A. You agree that you will not incorporate, or permit to be incorporated, any Other Invention owned by you or in which you have an interest into a Copart product, process or service without Copart’s prior written consent. Notwithstanding the foregoing sentence, if, in the course of your employment with Copart, you incorporate into a Copart product, process or service an Other Invention owned by you or in which you have an interest, you hereby grant to Copart a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide license to reproduce, make derivative works of, distribute, perform, display, import, make, have made, modify, use, sell, offer to sell, and exploit in any other way such Other Invention as part of or in connection with such product, process or service, and to practice any method related thereto.
Appears in 1 contract
Sources: Executive Officer Employment Agreement (Copart Inc)
Intellectual Property Assignment. a. As between Copart and you, you agree that all right, title, and interest in and to any and all Company Copart Inventions and Intellectual Property, as defined herein, are the sole property of Copart. “Company Copart Inventions and Intellectual Property” or “CIIP” refers to all inventions, works of authorship, copyright eligible works (such as materials, records, notes, drawings, and software), ideas, designs, developments, improvements, discoveries, and other intellectual property you develop, discover, or create (i) that relate to Copart’s business, or to any actual or demonstrably anticipated research, future work, or projects of Copart, whether or not conceived or developed alone or with others, and whether or not conceived or developed during regular working hours, or (ii) that result from any work you performed for Copart, performed on company Copart time, or performed using Copart’s property, resources, or Confidential Information. You hereby assign to Copart, without further consideration, your entire right, title, and interest (throughout the United States and in all foreign countries) free and clear of all liens and encumbrances in and to all such CIIP, which shall be the sole property of Copart, whether or not patentable. You also agree to promptly make full written disclosure to Copart of any CIIP.
b. You hereby acknowledge and agree that all writings, ideas, information, and other works which may be copyrighted (including software and computer programs) which are related to the present or planned, or reasonably anticipated business of Copart and are prepared by you (solely or jointly with others) during your relationship with Copart shall be, to the extent permitted by law, deemed to be “works for hire” or the result of “works for hire,” as defined by U.S. copyright laws, with the copyright automatically vesting in Copart. To the extent that such writings and works are not works for hire, you hereby waive any and all rights in such writings and works and hereby assign to Copart all of your present and future rights, title and interest, including copyright, in such writings and works.
c. Any assignment to Copart of CIIP includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world 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 that Moral Rights cannot be assigned under applicable law, you hereby waive and agree not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.
d. You agree to keep and maintain adequate, current, accurate, and authentic written records of all CIIP made by you (solely or jointly with others) during the term of your employment or association with Copart. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that may be specified by Copart. As between Copart and you, the records are and will be available to and remain the sole property of Copart at all times.
e. You further agree to reasonably cooperate with Copart, both during and after employment or association with Copart, in obtaining and enforcing patents, copyrights, trademarks, and other protections of Copart’s rights in and to all CIIP. Without limiting the generality of the foregoing, you shall, at any time during or after employment or association with Copart, at Copart’s request, execute all papers, render all assistance, and perform all lawful acts which Copart considers necessary or advisable for the preparation, filing, prosecution, issuance, procurement, maintenance or enforcement of patents, trademarks, copyrights and other protections, and any applications for any of the foregoing, of the United States or any foreign country for any CIIP and for the transfer of any interest you may have therein. You shall execute any and all papers and documents required to vest title in Copart or its nominee in any CIIP. If Copart is unable because of your mental or physical incapacity or for any reason to secure your signature to apply for or pursue any application for any United States or foreign patent, copyright or other registration covering CIIP, then you hereby irrevocably designate and appoint Copart and its duly authorized officers and agents as your agent and attorney in fact, to act for and on your behalf to do all lawfully permitted acts to further the prosecution and issuance of such registrations with the same legal force and effect as if executed by you.
f. Attached hereto as Schedule A is a list describing all inventions, original works To the extent that you have any previously-created inventions that you wish to exclude from the scope of authorship, developments, improvements and trade secrets that were made by you prior to your employment with Copart, that relate to Copart’s proposed business, products or research and development, and are owned in whole or in part by you this Agreement (“Prior Inventions”); or, if no please notify Copart of all such list is attached or if Schedule A is unsigned, you represent that there are no such Prior Inventionsinventions in writing prior to executing this Agreement. You agree that you will not incorporate, or permit to be incorporated, incorporate any Prior Invention or any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Copart product, process or service without Copart’s prior written consent. Nevertheless, if, in the course of your employment with Copart, you incorporate into an Copart product, process or service a Prior Invention, you hereby grant to Copart a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide license to reproduce, make derivative works of, distribute, perform, display, import, make, have made, modify, use, sell, offer to sell, and exploit in any other way such Prior Invention as part of or in connection with such product, process or service, and to practice any method related theretopermission.
g. Some state laws may not allow the assignment of certain inventions under this Agreement, including certain inventions that you develop entirely on your own time without using Copart’s equipment, supplies, facilities, trade secret information or Confidential Information (an “Other Invention”). You agree to advise Copart promptly in writing of any invention that you believe constitutes an Other Invention and is not otherwise disclosed on Schedule A. You agree that you will not incorporate, or permit to be incorporated, any Other Invention owned by you or in which you have an interest into a Copart product, process or service without Copart’s prior written consent. Notwithstanding the foregoing sentence, if, in the course of your employment with Copart, you incorporate into a Copart product, process or service an Other Invention owned by you or in which you have an interest, you hereby grant to Copart a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide license to reproduce, make derivative works of, distribute, perform, display, import, make, have made, modify, use, sell, offer to sell, and exploit in any other way such Other Invention as part of or in connection with such product, process or service, and to practice any method related thereto.
Appears in 1 contract
Sources: Employment Agreement (Copart Inc)