Inventions and Improvements. (a) The Executive agrees that he has a special obligation to further the interests of the Company and its Associated Companies with respect to any Inventions (as defined in paragraph (h) below) created or discovered by him in the course of his employment with the Company. (b) If the Executive creates or discovers or participates in the creation or discovery of any Inventions during his employment with the Company, the Executive shall promptly give to the Board details in writing of such Inventions and if such Inventions relate to or are capable of being used in the business for the time being carried on by the Company or any Associated Company, such Inventions shall be the absolute property of the Company and the Executive shall forthwith and from time to time both during his employment and thereafter at the request and expense of the Company: (i) give and supply all such information, data, drawings and assistance as may be necessary to enable the Company (or any Associated Company) to exploit such Inventions to the best advantage; (ii) execute all documents and do all things which may be necessary or desirable for obtaining copyright, patent or other protection for the Inventions in such parts of the world as may be specified by the Company or any Associated Company and for vesting the Inventions and such protections in the Company or as it may direct; (iii) do nothing to harm or interfere with such Inventions or the media in which they are expressed; and (iv) not directly or indirectly publish except with the Company's prior written consent (and in any case at all times complying with the Executive's obligations under Clause 17) any information relating to any such Inventions as aforesaid and on leaving employment, the Executive will promptly hand over to the Company all drawings, copy drawings, tables, notes, correspondence and other written printed or photographed matter in the Executive's possession or matter stored on disk or otherwise in the Executive's power or control relating to such Inventions and shall not retain any such documentation writing or disks. (c) The Executive irrevocably appoints the Company, in his name and on his behalf, to sign, execute or do any such instrument or thing and generally to use his name for the purpose of giving to the Company (or its nominee) the full benefit of the provisions of this Clause and in favour of any third party a certificate in writing signed by any director or Company Secretary of the Company that any instrument or act falls within the authority conferred by this Clause shall be conclusive evidence that such is the case. (d) If during the term of this Agreement but outside the performance of his duties hereunder, the Executive creates or discovers or participates in the creation or discovery of any Inventions which do not relate to the performance of the Executive's duties and responsibilities hereunder, or to the business for the time being carried on by the Company or any Associated Company, the Company shall, subject only to the provisions of the Patents ▇▇▇ ▇▇▇▇ (if applicable), have the right to acquire for itself or its nominee the Executive's rights in the Inventions within six months after disclosure pursuant to Clause 15(b) on fair and reasonable terms to be agreed or settled by a single competent arbitrator as appointed by the Company. (e) The Executive waives all of his Moral Rights in respect of any acts of the Company or any acts of third parties done with the Company's authority in relation to the Inventions which are the property of the Company by virtue of this Clause 15. (f) Obligations and rights under this Clause shall continue in force after termination of this Agreement in respect of Inventions made or discovered during the Executive's employment under this Agreement and shall be binding upon his representatives. (g) Sums received by way of remuneration by the Executive shall be deemed to include any equitable remuneration to which the Executive might otherwise be entitled in respect of any of the foregoing provisions of this Clause or any matter referred to therein. (i) In this Clause "Inventions" includes copyrights, letters patent, trade marks, service marks, designs, utility models, design rights, applications for registration or any of the foregoing and the right to apply for them in any part of the world, rental or lending rights, inventions, improvements to procedures, confidential information, know-how, and rights of like nature arising or subsisting anywhere in the world, in relation to all of the foregoing, whether registered or unregistered. (ii) In this Clause, "Moral Rights" means Moral Rights as defined in United Kingdom legislation from time to time and include any rights of paternity, authorship or integrity, or to object to any distortion, mutilation or other modification of, or derogatory treatment in relation to any matter.
Appears in 1 contract
Sources: Service Agreement (Eidos PLC)
Inventions and Improvements. (a) The Executive agrees that he has a special obligation to further the interests of the Company and its Associated Companies with respect to any Inventions (as defined in paragraph (h) below) created or discovered by him in the course of his employment with the Company.
(b) 15.1 If the Executive creates or discovers or participates in the creation or discovery of any Inventions inventions or Intellectual Property during the course of his employment with the Company, the Executive shall promptly give to the Board Company full details in writing of such Inventions inventions or Intellectual Property and if such Inventions inventions or Intellectual Property in the opinion of the Company relate to or are capable of being used in the business for the time being carried on by the Company or any Associated CompanyGroup Company or if such inventions or Intellectual Property shall be an invention belonging to the employer as defined in Section 39 (1) of the Patents ▇▇▇ ▇▇▇▇, then without prejudice to any other right of the Company or any Group Company any such Inventions inventions or Intellectual Property shall be the absolute property of the Company and the Executive shall forthwith and from time to time both during his employment and thereafter at the request and expense of the Company:
(i) 15.1.1 give and supply all such information, data, drawings and assistance as may be necessary to enable the Company (or any Associated Company) to exploit such Inventions inventions or Intellectual Property to the best advantage;
(ii) 15.1.2 execute all documents and do all things which may be necessary or desirable for obtaining copyright, patent or other protection for the Inventions inventions or Intellectual Property in such parts of the world as may be specified by the Company or any Associated Company and for vesting the Inventions and such protections same in the Company or as it may direct;
(iii) 15.1.3 not do nothing any act or fail to harm do any act which might invalidate or interfere with such Inventions adversely affect any inventions or the media in which they are expressed; and
(iv) not directly or indirectly publish except with the Company's prior written consent (and in any case at all times complying with the Executive's obligations under Clause 17) any information relating to any such Inventions as aforesaid and on leaving employment, the Executive will promptly hand over to the Company all drawings, copy drawings, tables, notes, correspondence and other written printed or photographed matter in the Executive's possession or matter stored on disk or otherwise in the Executive's power or control relating to such Inventions and shall not retain any such documentation writing or disksIntellectual Property.
(c) 15.2 The Executive irrevocably appoints the Company, Company to be his attorney in his name and on his behalf, behalf to sign, sign execute or do any such instrument or thing and generally to use his name for the purpose of giving to the Company (or its nominee) the full benefit of the provisions of this Clause clause 15 and in favour of any third party a certificate in writing signed by any director or Company the Secretary of the Company that any instrument or act falls within the authority conferred by this Clause clause shall be conclusive evidence that such is the case.
(d) If during the term of this Agreement but outside the performance 15.3 The Executive waives all of his duties hereunder, the Executive creates or discovers or participates moral rights as defined in the creation or discovery of any Inventions which do not relate to the performance of the Executive's duties Copyright Designs and responsibilities hereunder, or to the business for the time being carried on by the Company or any Associated Company, the Company shall, subject only to the provisions of the Patents ▇▇▇ ▇▇▇▇ (if applicable), have the right to acquire for itself or its nominee the Executive's rights in the Inventions within six months after disclosure pursuant to Clause 15(b) on fair and reasonable terms to be agreed or settled by a single competent arbitrator as appointed by the Company.
(e) The Executive waives all of his Moral Rights in respect of any acts of the Company or any acts of third parties done with the Company's ’s authority in relation to the Inventions inventions and Intellectual Property which are the property of the Company (or are the property of the Company by virtue of this Clause 15clause 15.2 hereof).
(f) Obligations 15.4 Rights and rights obligations under this Clause clause shall continue in force after termination of this Agreement in respect of Inventions inventions or Intellectual Property made or discovered during the Executive's ’s employment under this Agreement and shall be binding upon his representatives.
(g) Sums received by way of remuneration 15.5 Any legal proceedings issued by the Executive shall be deemed to include Company or any equitable remuneration to which the Executive might otherwise be entitled Group Company in respect of any of infringement or dispute or threatened dispute or infringement will be conducted at the foregoing provisions of this Clause or any matter referred to therein.
(i) In this Clause "Inventions" includes copyrights, letters patent, trade marks, service marks, designs, utility models, design rights, applications for registration or any of the foregoing Company’s discretion and expense and the right Executive agrees to apply for them give all reasonable assistance in any part of the world, rental or lending rights, inventions, improvements to procedures, confidential information, know-how, and rights of like nature arising or subsisting anywhere in the world, in relation to all of the foregoing, whether registered or unregisteredsuch legal proceedings.
(ii) In this Clause, "Moral Rights" means Moral Rights as defined in United Kingdom legislation from time to time and include any rights of paternity, authorship or integrity, or to object to any distortion, mutilation or other modification of, or derogatory treatment in relation to any matter.
Appears in 1 contract
Sources: Service Agreement (Skyepharma PLC)
Inventions and Improvements. (aA) The Executive agrees that he In this Clause "Intellectual Property" means inventions (whether patentable or not, and whether or not patent protection has been applied for or granted), improvements, developments, discoveries, proprietary information, trade marks, trade names, logos, art work, slogans, know-how, processes, designs (whether or not registrable and whether or not design rights subsist in them), utility models, works in which copyright may subsist (including computer software and preparatory and design materials therefor), and all works protected by rights or forms of protection of a special obligation similar nature or having equivalent effect anywhere in the world.
(B) Subject to further the interests provisions of the Company Patents ▇▇▇ ▇▇▇▇ (“PA 1977”), the Registered Designs ▇▇▇ ▇▇▇▇ and its Associated Companies with respect to the Copyright Designs and Patents ▇▇▇ ▇▇▇▇ (“CDPA 1988”), if at any Inventions (as defined in paragraph (h) below) created or discovered by him time in the course of or in connection with his employment with the Company.
(b) If under this Agreement the Executive creates makes or discovers or participates in the creation making or discovery of any Inventions during his employment with the Company, the Executive shall promptly give to the Board details in writing of such Inventions and if such Inventions relate Intellectual Property directly or indirectly relating to or are capable of being used in the business for the time being carried on by of the Company or any Associated Company, such Inventions full details of the Intellectual Property shall immediately be disclosed in writing by him to the Company and the Intellectual Property shall be the Back to Contents absolute property of the Company and the Executive shall forthwith and from time to time both during his employment and thereafter at Company. At the request and expense of the Company:
(i) , the Executive shall give and supply all such information, data, drawings and assistance as may be necessary or in the opinion of the Company desirable to enable the Company (or any Associated Company) to exploit such Inventions the Intellectual Property to the best advantage;
(ii) , and shall execute all documents and do all things which may be necessary or in the opinion of the Company desirable for obtaining copyright, patent or other protection for the Inventions Intellectual Property in such parts of the world as may be specified by the Company or any Associated Company and for vesting the Inventions and such protections same in the Company or as it may direct;
(iii) do nothing to harm or interfere with such Inventions or the media in which they are expressed; and
(iv) not directly or indirectly publish except with the Company's prior written consent (and in any case at all times complying with the Executive's obligations under Clause 17) any information relating to any such Inventions as aforesaid and on leaving employment, the Executive will promptly hand over to the Company all drawings, copy drawings, tables, notes, correspondence and other written printed or photographed matter in the Executive's possession or matter stored on disk or otherwise in the Executive's power or control relating to such Inventions and shall not retain any such documentation writing or disks.
(cC) The In relation to the discovery or creation of Intellectual Property in the course of his duties under this Agreement, the Executive irrevocably appoints the Company, Company to be his attorney in his name and on his behalf, behalf to sign, execute or do any such instrument or thing and generally to use his name for the purpose of giving to the Company (or its nominee) the full benefit of the provisions of this Clause Clause, and in favour of any third party a certificate in writing signed by any director or Company Secretary of the Company or the Group Secretary that any instrument or act falls within the authority conferred by this Clause shall be conclusive evidence that such is the case.
(dD) If during the term Executive shall at any time make or discover or participate in the making or discovery of this Agreement but outside Intellectual Property which belongs to the performance of his duties hereunderCompany, the Executive creates shall not without the written consent of the Company apply for patent or discovers or participates other protection for the Intellectual Property either in the creation United Kingdom or discovery of any Inventions elsewhere, and shall not do anything which do not relate might adversely affect the Company's right to obtain patent or other protection therefor.
(E) The Executive hereby assigns to the performance Company by way of prospective assignment the Executive's duties copyright and responsibilities hereunderrights in designs (whether registered or unregistered) and any other proprietary rights for the full terms thereof throughout the world in respect of all copyright works and designs originated, conceived or made by the Executive (except only those copyright works and designs wholly unrelated, both directly and indirectly, to the business for the time being carried on by activities of the Company or any Associated CompanyCompany and those written, originated, conceived or made wholly outside the Company shall, subject only to the provisions period of the Patents ▇▇▇ ▇▇▇▇ (if applicable), have the right to acquire for itself or its nominee the Executive's employment under this Agreement). The Executive hereby expressly waives any and all of his moral rights and rights of a similar nature (including the rights conferred by Sections 77,80 and 84 of the CDPA 1988) in respect of all copyright works created by the Inventions within six months after disclosure pursuant to Clause 15(b) on fair Executive and reasonable terms to be agreed or settled by a single competent arbitrator as appointed owned by the Company.
(eF) The For the purposes of Section 39(1)(a) of the PA 1977, the course of the normal duties of the Executive waives all shall include the use of his Moral Rights the equipment, supplies, facilities, research, know-how, technology, trade secrets and confidential information of the Company and any Associated Company and the Executive has the duty to use the same for the sole benefit of the Company or Associated Company (as appropriate) so that any invention made by the Executive which in respect any way depends upon or was made or facilitated by the use of any acts the equipment, supplies, facilities, research, know-how, technology, trade secrets or confidential information of the Company or any acts Associated Company shall belong to the Company. The Company and the Executive agree that the nature of third parties done with the duties and responsibilities of the Executive are and are expected to continue to be such Back to Contents that the Executive has a special obligation to further the interests of the Company's authority undertaking within the meaning of Section 39(1)(b) of the PA 1977, and that all inventions made by the Executive in relation the course of his duties do and shall belong to the Inventions which are the property of the Company by virtue of this Clause 15Company.
(fG) Obligations Rights and rights obligations under this Clause shall continue in force after termination of this Agreement in respect of Inventions Intellectual Property made or discovered during the Executive's employment under this Agreement and shall be binding upon his heirs, successors, assigns and representatives.
(g) Sums received by way of remuneration by the Executive shall be deemed to include any equitable remuneration to which the Executive might otherwise be entitled in respect of any of the foregoing provisions of this Clause or any matter referred to therein.
(i) In this Clause "Inventions" includes copyrights, letters patent, trade marks, service marks, designs, utility models, design rights, applications for registration or any of the foregoing and the right to apply for them in any part of the world, rental or lending rights, inventions, improvements to procedures, confidential information, know-how, and rights of like nature arising or subsisting anywhere in the world, in relation to all of the foregoing, whether registered or unregistered.
(ii) In this Clause, "Moral Rights" means Moral Rights as defined in United Kingdom legislation from time to time and include any rights of paternity, authorship or integrity, or to object to any distortion, mutilation or other modification of, or derogatory treatment in relation to any matter.
Appears in 1 contract
Sources: Executive Employment Agreement (Cadbury Schweppes Public LTD Co)
Inventions and Improvements. (a) The Executive agrees that he has a special obligation to further the interests of the Company and its Associated Companies with respect to any Inventions (as defined in paragraph (h) below) created or discovered by him in the course of his employment with the Company.
(b) 14.1 If the Executive creates or discovers or participates in the creation or discovery of any Inventions inventions or Intellectual Property during the course of his employment with the Company, the Executive shall promptly give to the Board Company full details in writing of such Inventions inventions or Intellectual Property and if such Inventions inventions or Intellectual Property in the opinion of the Company relate to or are capable of being used in the business for the time being carried on by the Company or any Associated CompanyGroup Company or if such inventions or Intellectual Property shall be an invention belonging to the employer as defined in Section 39 (1) of the Patents Act 1977, then without prejudice to any other right of the Company or any Group Company any such Inventions inventions or Intellectual Property shall be the absolute property of the Company and the Executive shall forthwith and from time to time both during his employment and thereafter at the request and expense of the Company:
(i) 14.1.1 give and supply all such information, data, drawings and assistance as may be necessary to enable the Company (or any Associated Company) to exploit such Inventions inventions or Intellectual Property to the best advantage;
(ii) 14.1.2 execute all documents and do all things which may be necessary or desirable for obtaining copyright, patent or other protection for the Inventions inventions or Intellectual Property in such parts of the world as may be specified by the Company or any Associated Company and for vesting the Inventions and such protections same in the Company or as it may direct;
(iii) 14.1.3 not do nothing any act or fail to harm do any act which might invalidate or interfere with such Inventions adversely affect any inventions or the media in which they are expressed; and
(iv) not directly or indirectly publish except with the Company's prior written consent (and in any case at all times complying with the Executive's obligations under Clause 17) any information relating to any such Inventions as aforesaid and on leaving employment, the Executive will promptly hand over to the Company all drawings, copy drawings, tables, notes, correspondence and other written printed or photographed matter in the Executive's possession or matter stored on disk or otherwise in the Executive's power or control relating to such Inventions and shall not retain any such documentation writing or disksIntellectual Property.
(c) 14.2 The Executive irrevocably appoints the Company, Company to be his attorney in his name and on his behalf, behalf to sign, sign execute or do any such instrument or thing and generally to use his name for the purpose of giving to the Company (or its nominee) the full benefit of the provisions of this Clause clause 14 and in favour of any third party a certificate in writing signed by any director or Company the Secretary of the Company that any instrument or act falls within the authority conferred by this Clause clause shall be conclusive evidence that such is the case.
(d) If during the term of this Agreement but outside the performance of his duties hereunder, the Executive creates or discovers or participates in the creation or discovery of any Inventions which do not relate to the performance of the Executive's duties and responsibilities hereunder, or to the business for the time being carried on by the Company or any Associated Company, the Company shall, subject only to the provisions of the Patents ▇▇▇ ▇▇▇▇ (if applicable), have the right to acquire for itself or its nominee the Executive's rights in the Inventions within six months after disclosure pursuant to Clause 15(b) on fair and reasonable terms to be agreed or settled by a single competent arbitrator as appointed by the Company.
(e) 14.3 The Executive waives all of his Moral Rights moral rights as defined in the Copyright Designs and Patents Act 1988 in respect of any acts of the Company or any acts of third parties done with the Company's authority in relation to the Inventions inventions and Intellectual Property which are the property of the Company (or are the property of the Company by virtue of this Clause 15clause 14.2 hereof).
(f) Obligations 14.4 Rights and rights obligations under this Clause clause shall continue in force after termination of this Agreement in respect of Inventions inventions or Intellectual Property made or discovered during the Executive's employment under this Agreement and shall be binding upon his representatives.
(g) Sums received by way of remuneration by the Executive shall be deemed to include any equitable remuneration to which the Executive might otherwise be entitled in respect of any of the foregoing provisions of this Clause or any matter referred to therein.
(i) 14.5 In this Clause clause 14, "InventionsIntellectual Property" includes copyrights, letters patent, trade marks, service marks, trade names, designs, utility models, copyrights (existing and future), design rights, applications for registration or of any of the foregoing and the right to apply for them in any part of the world, rental or lending moral rights, inventions, improvements to procedures, confidential information, know-how, and rights of like nature arising or subsisting anywhere in the world, in relation to all of the foregoing, whether registered or unregistered.
(ii) In this Clause, "Moral Rights" means Moral Rights as defined in United Kingdom legislation from time to time and include any rights of paternity, authorship or integrity, or to object to any distortion, mutilation or other modification of, or derogatory treatment in relation to any matter.
Appears in 1 contract
Inventions and Improvements. (aA) The Executive agrees that he In this Clause “Intellectual Property” means inventions (whether patentable or not, and whether or not patent protection has been applied for or granted), improvements, developments, discoveries, proprietary information, trade marks, trade names, logos, art work, slogans, know-how, processes, designs (whether or not registrable and whether or not design rights subsist in them), utility models, works in which copyright may subsist (including computer software and preparatory and design materials therefor), and all works protected by rights or forms of protection of a special obligation similar nature or having equivalent effect anywhere in the world.
(B) Subject to further the interests provisions of the Company Patents ▇▇▇ ▇▇▇▇ (“PA 1977”), the Registered Designs ▇▇▇ ▇▇▇▇ and its Associated Companies with respect to the Copyright Designs and Patents ▇▇▇ ▇▇▇▇ (“CDPA 1988”), if at any Inventions (as defined in paragraph (h) below) created or discovered by him time in the course of or in connection with his employment with secondment to the Company.
(b) If Company under this Agreement the Executive creates makes or discovers or participates in the creation making or discovery of any Inventions during his employment with the Company, the Executive shall promptly give to the Board details in writing of such Inventions and if such Inventions relate Intellectual Property directly or indirectly relating to or are capable of being used in the business for the time being carried on by of the Company or any Associated Company, such Inventions full details of the Intellectual Property shall immediately be disclosed in writing by him to the Company and the Intellectual Property shall be the absolute property of the Company and the Executive shall forthwith and from time to time both during his employment and thereafter at Company. At the request and expense of the Company:
(i) , the Executive shall give and supply all such information, data, drawings and assistance as may be necessary or in the opinion of the Company desirable to enable the Company (or any Associated Company) to exploit such Inventions the Intellectual Property to the best advantage;
(ii) , and shall execute all documents and do all things which may be necessary or in the opinion of the Company desirable for obtaining copyright, patent or other protection for the Inventions Intellectual Property in such parts of the world as may be specified by the Company or any Associated Company and for vesting the Inventions and such protections same in the Company or as it may direct;
(iii) do nothing to harm or interfere with such Inventions or the media in which they are expressed; and
(iv) not directly or indirectly publish except with the Company's prior written consent (and in any case at all times complying with the Executive's obligations under Clause 17) any information relating to any such Inventions as aforesaid and on leaving employment, the Executive will promptly hand over to the Company all drawings, copy drawings, tables, notes, correspondence and other written printed or photographed matter in the Executive's possession or matter stored on disk or otherwise in the Executive's power or control relating to such Inventions and shall not retain any such documentation writing or disks.
(cC) The In relation to the discovery or creation of Intellectual Property in the course of his duties under this Agreement, the Executive irrevocably appoints the Company, Company to be his attorney in his name and on his behalf, behalf to sign, execute or do any such instrument or thing and generally to use his name for the purpose of giving to the Company (or its nominee) the full benefit of the provisions of this Clause Clause, and in favour of any third party a certificate in writing signed by any director or Company Secretary of the Company or the Group Secretary that any instrument or act falls within the authority conferred by this Clause shall be conclusive evidence that such is the case.
(dD) If during the term Executive shall at any time make or discover or participate in the making or discovery of this Agreement but outside Intellectual Property which belongs to the performance of his duties hereunderCompany, the Executive creates shall not without the written consent of the Company apply for patent or discovers or participates other protection for the Intellectual Property either in the creation United Kingdom or discovery of any Inventions elsewhere, and shall not do anything which do not relate might adversely affect the Company’s right to obtain patent or other protection therefor.
(E) The Executive hereby assigns to the performance Company by way of prospective assignment the Executive's duties copyright and responsibilities hereunderrights in designs (whether registered or unregistered) and any other proprietary rights for the full terms thereof throughout the world in respect of all copyright works and designs originated, conceived or made by the Executive (except only those copyright works and designs wholly unrelated, both directly and indirectly, to the business for the time being carried on by activities of the Company or any Associated CompanyCompany and those written, originated, conceived or made wholly outside the period of the Executive’s secondment to the Company shallunder this Agreement). The Executive hereby expressly waives any and all of his moral rights and rights of a similar nature (including the rights conferred by Sections 77, subject only to the provisions 80 and 84 of the Patents ▇▇▇ ▇▇▇▇ (if applicable), have CDPA 1988) in respect of all copyright works created by the right to acquire for itself or its nominee the Executive's rights in the Inventions within six months after disclosure pursuant to Clause 15(b) on fair Executive and reasonable terms to be agreed or settled by a single competent arbitrator as appointed owned by the Company.
(eF) The For the purposes of Section 39(1)(a) of the PA 1977, the course of the normal duties of the Executive waives all shall include the use of his Moral Rights the equipment, supplies, facilities, research, know-how, technology, trade secrets and confidential information of the Company and any Associated Company and the Executive has the duly to use the same for the sole benefit of the Company or Associated Company (as appropriate) so that any invention made by the Executive which in respect any way depends upon or was made or facilitated by the use of any acts the equipment, supplies, facilities, research, know-how, technology, trade secrets or confidential information of the Company or any acts of third parties done with Associated Company shall belong to the Company's authority . The Company and the Executive agree that the nature of the duties and responsibilities of the Executive are and are expected to continue to be such that the Executive has a special obligation to further the interests of the Company’s undertaking within the meaning of Section 39(1)(b) of the PA 1977, and that all inventions made by the Executive in relation the course of his duties do and shall belong to the Inventions which are the property of the Company by virtue of this Clause 15Company.
(fG) Obligations Rights and rights obligations under this Clause shall continue in force after termination of this Agreement in respect of Inventions Intellectual Property made or discovered during the Executive's ’s employment under this Agreement and shall be binding upon his heirs, successors, assigns and representatives.
(g) Sums received by way of remuneration by the Executive shall be deemed to include any equitable remuneration to which the Executive might otherwise be entitled in respect of any of the foregoing provisions of this Clause or any matter referred to therein.
(i) In this Clause "Inventions" includes copyrights, letters patent, trade marks, service marks, designs, utility models, design rights, applications for registration or any of the foregoing and the right to apply for them in any part of the world, rental or lending rights, inventions, improvements to procedures, confidential information, know-how, and rights of like nature arising or subsisting anywhere in the world, in relation to all of the foregoing, whether registered or unregistered.
(ii) In this Clause, "Moral Rights" means Moral Rights as defined in United Kingdom legislation from time to time and include any rights of paternity, authorship or integrity, or to object to any distortion, mutilation or other modification of, or derogatory treatment in relation to any matter.
Appears in 1 contract
Inventions and Improvements. (a) The Executive agrees that he has a special obligation to further the interests of the Company and its Associated Companies with respect to any Inventions (as defined in paragraph (h) below) created or discovered by him in the course of his employment with the Company.
(b) 15.1 If the Executive creates or discovers or participates in the creation or discovery of any Inventions inventions or Intellectual Property during the course of his employment with the Company, the Executive shall promptly give to the Board Company full details in writing of such Inventions inventions or Intellectual Property and if such Inventions inventions or Intellectual Property in the opinion of the Company relate to or are capable of being used in the business for the time being carried on by the Company or any Associated CompanyGroup Company or if such inventions or Intellectual Property shall be an invention belonging to the employer as defined in Section 39 (1) of the Patents Act 1977, then without prejud▇▇▇ to any other right of the Company or any Group Company any such Inventions inventions or Intellectual Property shall be the absolute property of the Company and the Executive shall forthwith and from time to time both during his employment and thereafter at the request and expense of the Company:
(i) 15.1.1 give and supply all such information, data, drawings and assistance as may be necessary to enable the Company (or any Associated Company) to exploit such Inventions inventions or Intellectual Property to the best advantage;
(ii) 15.1.2 execute all documents and do all things which may be necessary or desirable for obtaining copyright, patent or other protection for the Inventions inventions or Intellectual Property in such parts of the world as may be specified by the Company or any Associated Company and for vesting the Inventions and such protections same in the Company or as it may direct;
(iii) 15.1.3 not do nothing any act or fail to harm do any act which might invalidate or interfere with such Inventions adversely affect any inventions or the media in which they are expressed; and
(iv) not directly or indirectly publish except with the Company's prior written consent (and in any case at all times complying with the Executive's obligations under Clause 17) any information relating to any such Inventions as aforesaid and on leaving employment, the Executive will promptly hand over to the Company all drawings, copy drawings, tables, notes, correspondence and other written printed or photographed matter in the Executive's possession or matter stored on disk or otherwise in the Executive's power or control relating to such Inventions and shall not retain any such documentation writing or disksIntellectual Property.
(c) 15.2 The Executive irrevocably appoints the Company, Company to be his attorney in his name and on his behalf, behalf to sign, sign execute or do any such instrument or thing and generally to use his name for the purpose of giving to the Company (or its nominee) the full benefit of the provisions of this Clause clause 16 and in favour of any third party a certificate in writing signed by any director or Company the Secretary of the Company that any instrument or act falls within the authority conferred by this Clause clause shall be conclusive evidence that such is the case.
(d) If during the term of this Agreement but outside the performance of his duties hereunder, the Executive creates or discovers or participates in the creation or discovery of any Inventions which do not relate to the performance of the Executive's duties and responsibilities hereunder, or to the business for the time being carried on by the Company or any Associated Company, the Company shall, subject only to the provisions of the Patents ▇▇▇ ▇▇▇▇ (if applicable), have the right to acquire for itself or its nominee the Executive's rights in the Inventions within six months after disclosure pursuant to Clause 15(b) on fair and reasonable terms to be agreed or settled by a single competent arbitrator as appointed by the Company.
(e) 15.3 The Executive waives all of his Moral Rights moral rights as defined in the Copyright Designs and Patents Act 1988 in respect of any acts of the ac▇▇ ▇▇ ▇▇e Company or any acts of third parties done with the Company's authority in relation to the Inventions inventions and Intellectual Property which are the property of the Company (or are the property of the Company by virtue of this Clause 15clause 15.2 hereof).
(f) Obligations 15.4 Rights and rights obligations under this Clause clause shall continue in force after termination of this Agreement in respect of Inventions inventions or Intellectual Property made or discovered during the Executive's employment under this Agreement and shall be binding upon his representatives.
(g) Sums received by way of remuneration by the Executive shall be deemed to include any equitable remuneration to which the Executive might otherwise be entitled in respect of any of the foregoing provisions of this Clause or any matter referred to therein.
(i) 15.5 In this Clause clause 15, "InventionsIntellectual Property" includes copyrights, letters patent, trade marks, service marks, trade names, designs, utility models, copyrights (existing and future), design rights, applications for registration or of any of the foregoing and the right to apply for them in any part of the world, rental or lending moral rights, inventions, improvements to procedures, confidential information, know-how, and rights of like nature arising or subsisting anywhere in the world, in relation to all of the foregoing, whether registered or unregistered.
(ii) In this Clause, "Moral Rights" means Moral Rights as defined in United Kingdom legislation from time to time and include any rights of paternity, authorship or integrity, or to object to any distortion, mutilation or other modification of, or derogatory treatment in relation to any matter.
Appears in 1 contract