Inventions and Intellectual Property Rights Clause Samples

Inventions and Intellectual Property Rights. 17.1 For the purposes of this clause 17 the following definitions apply:

Inventions and Intellectual Property Rights. Photographer agrees that any copyrightable work (including photographs, videotapes, or any other deliverables hereunder (“Deliverables”), developed by Photographer solely, or with others, in connection with the performance of this Agreement shall be deemed a “Work Made for Hire.” The parties agree that Villanova shall own such Deliverables and all intellectual property rights in and to the Deliverables, including copyright and other intellectual property rights, and Photographer irrevocably and unconditionally conveys, assigns and transfers to Villanova, without any additional consideration, all of his/her rights, title and interest in the Deliverables. Photographer agrees that it retains no rights whatsoever in the Deliverables. Photographer will provide Villanova with any assistance it may require to obtain copyright registrations, including execution of any documents submitted by Villanova. To the extent that Photographer has intellectual property rights in technology contained in any of the Deliverables, Photographer grants Villanova a royalty free, paid-up, worldwide, non-exclusive license to use such technology in connection with the Deliverables.

Inventions and Intellectual Property Rights. 15.1 The Executive acknowledges that all Employment IPRs, Employment Inventions and all materials embodying them shall automatically belong to the Company to the fullest extent permitted by law. To the extent that they do not vest in the Company automatically, the Executive holds them on trust for the Company. 15.2 The Executive acknowledges that, because of the nature of his duties, which includes research and development, including creating and developing Employment Inventions and Employment IPRs, and the particular responsibilities arising from the nature of his duties, he has, and shall have at all times while he is employed by the Company, a special obligation to further the interests of the Company. 15.3 To the extent that legal title in any Employment IPRs or Employment Inventions does not vest in the Company by virtue of clause 15.1, the Executive agrees, immediately upon creation of such rights and inventions, to offer to the Company in writing a right of first refusal to acquire them on arm’s length terms to be agreed between the parties. If the parties cannot agree on such terms within 30 days of the Company receiving the offer, the Company shall refer the dispute to an arbitrator who shall be nominated by CEDR. The arbitrator’s decisions shall be final and binding on the parties, and the costs of arbitration shall be borne equally by the parties. The Executive agrees that the provisions of this clause 15.3 shall apply to all Employment IPRs and Employment Inventions offered to the Company under this clause 15.3 until such time as the Company has agreed in writing that the Executive may offer them for sale to a third party. 15.4 The Executive agrees: 15.4.1 to give the Company full written details of all Inventions which relate to or are capable of being used in the business of the Company or any Group Company promptly on their creation; 15.4.2 at the Company’s request and in any event on the termination of his employment to give to the Company all originals and copies of correspondence, documents, papers and records on all media which record or relate to any of the Employment IPRs; 15.4.3 not to attempt to register any Employment IPR nor patent any Employment Invention unless requested to do so by the Company; and 15.4.4 to keep confidential each Employment Invention unless the Company has consented in writing to its disclosure by the Executive. 15.5 The Executive waives all his present and future moral rights which arise under the Copyright De...

Inventions and Intellectual Property Rights. 17.1 The Company is entitled on request to full details in writing of all Inventions and of all works embodying Intellectual Property Rights made wholly or partially by him/her at any time during the course of the Appointment which relate to, or are reasonably capable of being used in, the business of the Company or any Group Company. The Executive acknowledges that all Intellectual Property Rights subsisting (or which may in the future subsist) in all such Inventions and works shall automatically, on creation, vest in the Company absolutely. To the extent that they do not vest automatically, the Executive holds them on trust for the Company. The Executive agrees promptly to execute all documents and do all acts as may, in the opinion of the Company, be necessary to give effect to this clause 17. 17.2 The Executive hereby irrevocably waives all moral rights under the Copyright, Designs and Patents ▇▇▇ ▇▇▇▇ (and all similar rights in other jurisdictions) which the Executive has or will have in any existing or future works referred to in clause 17. 17.3 The Executive hereby agrees that upon request from the Company to execute such documents as may be required necessary to irrevocably appoint the Company to be the Executive’s attorney to execute and do any such instrument or thing and generally to use the Executive’s name for the purpose of giving the Company or its nominee the benefit of this clause 17 and acknowledges in favour of a third party that a certificate in writing signed by any Director or the Secretary of the Company that any instrument or act falls within the authority conferred by this clause 17 shall be conclusive evidence that such is the case.

Inventions and Intellectual Property Rights. As used in this Agreement, the term “Invention” means any proprietary or trade-secret ideas, concepts, Confidential Information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights in any of the items listed above as such relate to the business of the Company. The term “Intellectual Property Rights” means all past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (A) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights and mask works; (B) trademark and trade name rights and similar rights; (C) trade secret rights; (D) patent and industrial property rights; (E) other proprietary rights in Intellectual Property; and (F) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (A) through (E) above.

Inventions and Intellectual Property Rights. As used in this Agreement, the term “Invention” means any and all ideas, inventions (whether or not patentable), information, materials, processes, data, programs, discoveries, designs, artwork, formulas, original works of authorship (whether or not copyrightable), software, developments, concepts, know-how, improvements, techniques or trade secrets, and all Intellectual Property Rights therein. “Intellectual Property Rights” means all trade secrets, copyrights, trademarks, mask work rights, patents and other intellectual property rights and Moral Rights recognized, now or hereafter, by the laws of any jurisdiction or country. The term “Moral Rights” means all paternity, integrity, disclosure, withdrawal, special and any other similar rights recognized by the laws of any jurisdiction or country.

Inventions and Intellectual Property Rights. ▇▇▇▇▇▇▇▇▇ shall promptly inform SIRONA in the event that ▇▇▇▇▇▇▇▇▇ or any one of its employees acquires rights to inventions or other intellectual property relating to Contractual Products. ▇▇▇▇▇▇▇▇▇ shall first offer SIRONA the acquisition of the rights before offering them to third parties.

Inventions and Intellectual Property Rights. (a) Executive agrees that he will promptly make full written disclosure to the Board and will hold in trust for the sole right and benefit of the Company and its Subsidiaries, and Executive hereby assigns to the Company or its designee, his entire right, title and interest in and to, any and all inventions, innovations, improvements, original works of authorship, developments, concepts, methods, trade secrets, designs, analyses, drawings, reports and all similar or related information (whether or not patentable or registrable under copyright or similar laws) which are solely or jointly conceived, developed, made or reduced to practice, or caused to be conceived, developed, made or reduced to practice, by Executive while employed by the Company or its Subsidiaries (collectively "Work Product"); provided, however, ------------ -------- ------- that Executive shall not be required to assign to the Company Work Product that he may develop entirely on his own time without using the Company's or any Subsidiary's equipment, supplies, facilities or Confidential Information, except for Work Product which either (i) relate at the time of their conception or reduction to practice to the Company's business, or actual or demonstrably anticipated research or development of the Company, or (ii) result from any work performed by Executive for the Company. Executive acknowledges that any original works of authorship which are made by him (solely or jointly with others) within the scope of his employment and which are protectable by copyright are "works made for hire," as that term is defined in the United States Copyright Act. (b) Executive represents to the Company that there are no inventions, original works of authorship, developments, improvements or trade secrets which were made by him prior to his employment with the Company or any Subsidiary, which are owned by him or in which he has an interest, which may relate to the Company's or its Subsidiaries' proposed business, products or research and development and which are not assigned to the Company hereunder. (c) Executive agrees to assist the Company, or its designee, at the Company's expense, during the Employment Period or thereafter, in every proper way to secure the Company's rights in the Work Product and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with resp...

Inventions and Intellectual Property Rights. The VAR shall insure that it or any of its employees will refrain from infringing on the inventions and intellectual property rights of GAP regarding the Contractual Products and will promptly inform GAP. With the above limitation, all future software and hardware development performed by Smart will be the intellectual and legal property of Smart. In the event that the VAR sells any of its intellectual property rights, industrial property rights and inventions, the VAR shall first offer GAP the right to acquire the rights in such inventions, industrial property rights or other intellectual property rights. Conversely, all future software and hardware development performed by GAP will be the intellectual and legal property of GAP.