Common use of Inventions and Other Intellectual Property Clause in Contracts

Inventions and Other Intellectual Property. 9.1 The Employee may make inventions or create other industrial or intellectual property in the course of the Secondment. 9.2 Any discovery, development, invention, improvement, design, process, formula, information, computer program, semi-conductor or other topography, copyright work, trade ▇▇▇▇ or trade name or get-up made, created devised, developed or discovered by the Employee during the Secondment (whether capable of being patented or registered or not) either alone or with any other person in connection with or in anyway affecting or relating to the business of the Host or capable of being used or adapted for use therein or in connection therewith ("Works") shall forthwith be disclosed to the Host and shall (subject to the provisions of the Patents Act 1977) belong to and be the absolute property of the Host. 9.3 The Employee and/or Employer if and whenever required so to do by the Host shall at the expense of the Host: 9.3.1 apply or join with the Host in applying for letters patent, registered design, trade ▇▇▇▇ or other protection or registration in the United Kingdom and in any other part of the world for any Works; and 9.3.2 execute and do all instruments and things necessary for vesting such patents, registered designs, trade marks or other protection or registration when obtained and all right title and interest to and in the same absolutely and as sole beneficial owner in the Host or in such other person as the Host may specify; and 9.3.3 sign and execute all such documents, and do all such things as the Host may reasonably require in respect of any proceedings in respect of such applications and any publication or application for revocation of such patent, unregistered designs, trade marks or other protection. 9.4 The Employee and/or Employer hereby irrevocably and unconditionally waive all rights under Chapter IV Copyright, Designs and Patents ▇▇▇ ▇▇▇▇ and any other moral rights which they may have in the Works in connection with the authorship of any existing or future copyright work in the course of the Secondment, in whatever part of the world such rights may be enforceable [, including, without limitation: 9.4.1 the right conferred by section 77 of that Act to be identified as the author of any such work; and 9.4.2 the right conferred by section 80 of that Act not to have any such work subjected to derogatory treatment. 9.5 The Employee and/or Employer hereby irrevocably appoint the Host to be their Attorney in their names and on their behalf to execute and do any such instrument or thing and generally to use their names for the purpose of giving to the Host the full benefit of this clause. In favour of any third party a certificate in writing signed by any director or by the secretary of the Host that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case.

Inventions and Other Intellectual Property. 9.1 14.1 The Employee parties foresee that the Executive may make inventions or create other industrial or intellectual property in the course of his duties hereunder and agree that in this respect the SecondmentExecutive has a special responsibility to further the interests of the Employer and the Group Companies. 9.2 14.2 Any discovery, development, invention, or improvement, design, process, formula, information, computer program, semi-conductor or other topography, copyright work, trade ▇m▇▇▇ or trade name or get-up made, created devised, developed or discovered by the Employee Executive during the Secondment continuance of the Employment (whether capable of being patented or registered or notnot and whether or not made or discovered in the course of the Employment) either alone or with any other person in connection conjunction with or in anyway any way affecting or relating to the business of any company in the Host Group or capable of being used or adapted for use therein or in connection therewith ("Works") shall forthwith be disclosed to the Host Employer and shall (subject to the provisions of the sections 39 to 43 Patents Act 1977) belong to and be the absolute property of the Host.Employer or such Group Company as the Employer may direct. Back to Contents 9.3 14.3 The Employee and/or Employer Executive if and whenever required so to do by the Host Employer shall at the expense of the HostEmployer or such Group Company as the Employer may direct: 9.3.1 (a) apply or join with the Host Employer or such Group Company in applying for letters patent, registered design, trade ▇▇▇▇ patent or other protection or registration in the United Kingdom and in any other part of the world for any Workssuch invention, improvement, design, process, information, work, trade m▇▇▇, trade name or get-up as aforesaid; and 9.3.2 (b) execute and do all instruments and things necessary for vesting such patents, registered designs, trade marks the said letters patent or other protection or registration when obtained and all right title and interest to and in the same absolutely and as sole beneficial owner in the Host Employer or such Group Company or in such other person as the Host Employer may specify; and 9.3.3 sign and execute all such documents, and do all such things as the Host may reasonably require in respect of any proceedings in respect of such applications and any publication or application for revocation of such patent, unregistered designs, trade marks or other protection. 9.4 14.4 The Employee and/or Employer Executive hereby irrevocably and unconditionally waive waives all rights under Chapter IV IV, Copyright, Designs and Patents ▇A▇▇ ▇▇▇▇ and any other moral rights which they may have in the Works in connection with the his authorship of any existing or future copyright work in the course of the SecondmentEmployment, in whatever part of the world such rights may be enforceable [enforceable, including, without limitation: 9.4.1 (a) the right conferred by section 77 of that Act to be identified as the author of any such work; and 9.4.2 (b) the right conferred by section 80 of that Act not to have any such work subjected to derogatory treatment. 9.5 14.5 The Employee and/or Employer Executive hereby irrevocably appoint appoints the Host Employer to be their his Attorney in their names his name and on their his behalf to execute and do any such instrument or thing and generally to use their names his name for the purpose of giving to the Host Employer the full benefit of this clause. In favour of any third party a certificate in writing signed by any director Director or by the secretary Secretary of the Host Employer that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case. 14.6 Nothing in this clause shall be construed as restricting the rights of the Executive or the Employer under sections 39 to 43 Patents A▇▇ ▇▇▇▇. Back to Contents

Inventions and Other Intellectual Property. 9.1 The parties foresee that Employee may make inventions or create other industrial or intellectual property in the course of his duties under this Agreement and agree that in this respect Employee has a special responsibility to further the Secondment. 9.2 interests of Employer and the Group Companies. Any discovery, development, invention, or improvement, design, process, formula, method, database, information, computer program, semi-copyright work, semi conductor or other topography, copyright work, trade ▇▇mar▇ ▇▇ or trade name or get-up made, created created, devised, developed or discovered by the Employee during the Secondment continuance of the Employment (whether capable of being patented or registered or notnot and whether or not made or discovered in the course of the Employment) either alone or with any other person in connection with or in anyway affecting or relating to the business of the Host Employer or any Group Company or capable of being used or adapted for use therein or in connection therewith ("WorksWORKS") shall forthwith be disclosed to the Host Employer and shall (subject to the provisions of the sections 39 to 43 Patents Act 1977) belong to and be the absolute property of the Host. 9.3 The Employer or such Group Company as Employer may direct. Employee and/or Employer if and whenever required so to do by the Host Employer shall at the expense of the Host: 9.3.1 Employer or such Group Company as Employer may direct: o apply or join with the Host Employer or such Group Company in applying for letters patent, registered design, design right, trade ▇▇mar▇ ▇▇ or other protection or registration in the United Kingdom and in any other part of the world for any Works; and 9.3.2 and o execute all instruments and do all instruments and things necessary for vesting such works or patents, registered designs, design rights, trade marks or other protection or registration when obtained and all right right, title and interest to and in the same absolutely and as sole beneficial owner in the Host Employer or such Group Company or in such other person as the Host Employer may specify; and 9.3.3 and o sign and execute all such documents, documents and do all such things acts as the Host Company may reasonably require in respect of connection with any proceedings in respect of such applications and any publication or application for revocation of such patentpatents, unregistered registered designs, design rights, trade marks or other protection. 9.4 The . Employee and/or Employer hereby irrevocably and unconditionally waive waives all rights under Chapter IV Copyright, Designs and Patents Act ▇▇▇▇ ▇▇▇▇ and d any other moral rights which they he may have in the Works or in connection with the authorship of any existing or future copyright work in the course of the SecondmentEmployment, in whatever part of the world such rights may be enforceable [, including, without limitation: 9.4.1 the right conferred by section 77 of that Act to be identified as the author of any such work; and 9.4.2 the right conferred by section 80 of that Act not to have any such work subjected to derogatory treatment. 9.5 The Employee and/or Employer hereby irrevocably appoint the Host to be their Attorney in their names and on their behalf to execute and do any such instrument or thing and generally to use their names for the purpose of giving to the Host the full benefit of this clause. In favour of any third party a certificate in writing signed by any director or by the secretary of the Host that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case.

Inventions and Other Intellectual Property. 9.1 The parties foresee that Employee may make inventions or create other industrial or intellectual property in the course of his duties under this Agreement and agree that in this respect Employee has a special responsibility to further the Secondment. 9.2 interests of Employer and the Group Companies. Any discovery, development, invention, or improvement, design, process, formula, method, database, information, computer program, semi-copyright work, semi conductor or other topography, copyright work, trade ▇▇mark ▇▇ or trade name or get-up made, created created, devised, developed or discovered by the Employee during the Secondment continuance of the Employment (whether capable of being patented or registered or notnot and whether or not made or discovered in the course of the Employment) either alone or with any other person in connection with or in anyway affecting or relating to the business of the Host Employer or any Group Company or capable of being used or adapted for use therein or in connection therewith ("WorksWORKS") shall forthwith be disclosed to the Host Employer and shall (subject to the provisions of the sections 39 to 43 Patents Act 1977) belong to and be the absolute property of the Host. 9.3 The Employer or such Group Company as Employer may direct. Employee and/or Employer if and whenever required so to do by the Host Employer shall at the expense of the Host: 9.3.1 Employer or such Group Company as Employer may direct: o apply or join with the Host Employer or such Group Company in applying for letters patent, registered design, design right, trade ▇▇mark ▇▇ or other protection or registration in the United Kingdom and in any other part of the world for any Works; and 9.3.2 and o execute all instruments and do all instruments and things necessary for vesting such works or patents, registered designs, design rights, trade marks or other protection or registration when obtained and all right right, title and interest to and in the same absolutely and as sole beneficial owner in the Host Employer or such Group Company or in such other person as the Host Employer may specify; and 9.3.3 and o sign and execute all such documents, documents and do all such things acts as the Host Company may reasonably require in respect of connection with any proceedings in respect of such applications and any publication or application for revocation of such patentpatents, unregistered registered designs, design rights, trade marks or other protection. 9.4 The . Employee and/or Employer hereby irrevocably and unconditionally waive waives all rights under Chapter IV Copyright, Designs and Patents Act ▇▇▇▇ ▇▇▇▇ and any other moral rights which they he may have in the Works or in connection with the authorship of any existing or future copyright work in the course of the SecondmentEmployment, in whatever part of the world such rights may be enforceable [, including, without limitation: 9.4.1 : o the right conferred by section 77 of that Act to be identified as the author of any such work; and 9.4.2 and o the right conferred by section 80 of that Act not to have any such work subjected to derogatory treatment. 9.5 The . Employee and/or Employer hereby irrevocably appoint the Host appoints Employer to be their his Attorney in their names his name and on their his behalf to execute and do any such instrument or thing act and to sign all deeds and documents and generally to use their names his name for the purpose of giving to the Host Employer the full benefit of this clause. In favour of Employee agrees that with respect to any third party parties a certificate in writing signed by any director or by the secretary duly authorised officer of the Host Employer that any instrument act or act deed or document falls within the authority hereby conferred shall be conclusive evidence that such this is the case. Nothing in this clause shall be construed as restricting the rights of Employee or Employee under sections 39 to 43 Patents Act ▇▇▇▇.

Inventions and Other Intellectual Property. 9.1 14.1 The Employee parties foresee that the Executive may make inventions or create other industrial or intellectual property in the course of his duties hereunder and agree that in this respect the SecondmentExecutive has a special responsibility to further the interests of the Employer and the Group Companies. 9.2 14.2 Any discovery, development, invention, or improvement, design, process, formula, information, computer program, semi-conductor or other topography, copyright work, trade ▇m▇▇▇ or trade name or get-up made, created devised, developed or discovered by the Employee Executive during the Secondment continuance of the Employment (whether capable of being patented or registered or notnot and whether or not made or discovered in the course of the Employment) either alone or with any other person in connection conjunction with or in anyway any way affecting or relating to the business of any company in the Host Group or capable of being used or adapted for use therein or in connection therewith ("Works") shall forthwith be disclosed to the Host Employer and shall (subject to the provisions of the sections 39 to 43 Patents Act 1977) belong to and be the absolute property of the HostEmployer or such Group Company as the Employer may direct. 9.3 14.3 The Employee and/or Employer Executive if and whenever required so to do by the Host Employer shall at the expense of the Host:Employer or such Group Company as the Employer may direct: Back to Contents 9.3.1 (a) apply or join with the Host Employer or such Group Company in applying for letters patentletters, registered design, trade ▇▇▇▇ patent or other protection or registration in the United Kingdom and in any other part of the world for any Workssuch invention, improvement, design, process, information, work, trade m▇▇▇, trade name or get-up as aforesaid; and 9.3.2 (b) execute and do all instruments and things necessary for vesting such patents, registered designs, trade marks the said letters patent or other protection or registration when obtained and all right title and interest to and in the same absolutely and as sole beneficial owner in the Host Employer or such Group Company or in such other person as the Host Employer may specify; and 9.3.3 sign and execute all such documents, and do all such things as the Host may reasonably require in respect of any proceedings in respect of such applications and any publication or application for revocation of such patent, unregistered designs, trade marks or other protection. 9.4 14.4 The Employee and/or Employer Executive hereby irrevocably and unconditionally waive waives all rights under Chapter IV IV, Copyright, Designs and Patents ▇A▇▇ ▇▇▇▇ and any other moral rights which they may have in the Works in connection with the his authorship of any existing or future copyright work in the course of the SecondmentEmployment, in whatever part of the world such rights may be enforceable [enforceable, including, without limitation: 9.4.1 (a) the right conferred by section 77 of that Act to be identified as the author of any such work; and 9.4.2 (b) the right conferred by section 80 of that Act not to have any such work subjected to derogatory treatment. 9.5 14.5 The Employee and/or Employer Executive hereby irrevocably appoint appoints the Host Employer to be their his Attorney in their names his name and on their his behalf to execute and do any such instrument or thing and generally to use their names his name for the purpose of giving to the Host Employer the full benefit of this clause. In favour of any third party a certificate in writing signed by any director Director or by the secretary Secretary of the Host Employer that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case. 14.6 Nothing in this clause shall be construed as restricting the rights of the Executive or the Employer under sections 39 to 43 Patents A▇▇ ▇▇▇▇. Back to Contents 15 Termination 15.1 The Employment shall be subject to termination by the Employer: (a) by not less than six months’ notice in writing given at any time while the Executive shall have been incapacitated by reason of ill health or accident from performing his duties hereunder for a period of or periods aggregating 120 working days in the preceding twelve months, provided that if at any time during the currency of such a notice the Executive shall provide a medical certificate satisfactory to the Board of the Employer to the effect that he has fully recovered his physical and/or mental health and that no recurrence of illness or incapacity can reasonably be anticipated the Employer shall withdraw the notice; (b) by summary notice in writing if the Executive shall have: (i) committed any serious breach or repeated or continued (after warning) any material breach of his obligations hereunder; or (ii) been guilty of conduct tending to bring himself or the Employer or any Group Company into disrepute; or (iii) become bankrupt or had an interim order made against him under the Insolvency A▇▇ ▇▇▇▇ or compounded with his creditors generally; or (iv) failed to perform his duties to a satisfactory standard, after having received a written warning from the Employer relating to the same; or (v) been disqualified from being a director by reason of any order made under the Company Directors Disqualification Act 1986 or any other enactment; or Back to Contents (vi) been convicted of an offence under any statutory enactment or regulation relating to insider dealing. Any delay by the Employer in exercising such right of termination shall not constitute a waiver thereof. 15.2 If the Employer becomes entitled to terminate the appointment of the Executive hereunder pursuant to clause 15.1(b), it shall be entitled (but without prejudice to its right subsequently to terminate such appointment on the same or any other ground) to suspend the Executive on full pay for so long as it may think fit. 15.3 The employer reserves the right to give the Executive pay in lieu of any notice of termination (whether given by the Employer or by the Executive). For this purpose, the Executive agrees that pay in lieu will consist of his basic salary for the relevant period of notice and will exclude any bonus and any other emolument referable to the Employment. 15.4 During any period of notice of termination not exceeding twelve months (whether given by the Employer or the Executive), the Employer shall be under no obligation to assign any duties to the Executive and shall be entitled to exclude him from its premises, provided that this shall not affect the Executive’s entitlement to receive his normal salary and other contractual benefits. 15.5 On the termination of the Employment howsoever arising or upon either the Employer or the Executive having served notice of such termination, the Executive shall: (a) at the request of the Employer resign from all offices held by him in the Employer or any Group Company, provided however that such resignations shall be without prejudice to any claims which the Executive may have against the Employer or any Group Company arising out of the termination of the Employment; and Back to Contents (b) forthwith deliver to the Employer all materials within the scope of clause 13.3 and all credit cards, motor-cars, car keys and other property of or relating to the business of the Employer or of any Group Company which may be in his possession or under his power or control, and if the Executive should fail to do so the Employer is hereby irrevocably authorised to appoint some person in his name and on his behalf to sign any documents and do any things necessary or requisite to give effect thereto.

Inventions and Other Intellectual Property. 9.1 16.1 The Employee parties foresee that the Executive may make inventions or create other industrial or intellectual property in the course of his duties under this Agreement and agree that in this respect the SecondmentExecutive has a special responsibility to further the interests of the Company and the Group Companies. 9.2 16.2 Any discovery, development, invention, or improvement, design, process, formula, information, computer program, copyright work, semi-conductor or other topography, copyright work, trade ▇m▇▇▇ or trade name or get-up made, created created, devised, developed or discovered by the Employee Executive during the Secondment continuance of the Employment (whether capable of being patented or registered or notnot and whether or not made or discovered in the course of the Employment) either alone or with any other person in connection with or in anyway any way affecting or relating to the business of any company in the Host Group or capable of being used or adapted for use therein or in connection therewith ("“Works"”) shall forthwith be disclosed to the Host Company and shall (subject to the provisions of the sections 39 to 43 Patents Act 1977) belong to and be the absolute property of the HostCompany or such Group Company as the Company may direct. 9.3 16.3 The Employee and/or Employer Executive if and whenever required so to do by the Host Company shall at the expense of the HostCompany or such Group Company as the Company may direct: 9.3.1 (a) apply or join with the Host Company or such Group Company in applying for letters patent, registered design, trade ▇m▇▇▇ or other protection or registration in the United Kingdom and in any other part of the world for any Works; and 9.3.2 (b) execute and do all instruments and things necessary for vesting such patents, registered designsdesign, trade marks trademarks or other protection or registration when obtained and all right title and interest to and in the same absolutely and as sole beneficial owner in the Host Company or such Group Company or in such other person as the Host Company may specify; and 9.3.3 (c) sign and execute all such documents, documents and do all such things acts as the Host Company may reasonably require in respect of connection with any proceedings in respect of such applications and any publication or application for revocation of such patentpatents, unregistered designs, trade marks trademarks or other protection. 9.4 16.4 The Employee and/or Employer Executive hereby irrevocably and unconditionally waive waives all rights under Chapter IV Copyright, Designs and Patents ▇A▇▇ ▇▇▇▇ and any other moral rights which they he may have in the Works or in connection with the his authorship of any existing or future copyright work in the course of the SecondmentEmployment, in whatever part of the world such rights may be enforceable [enforceable, including, without limitation: 9.4.1 (a) the right conferred by section 77 of that Act to be identified as the author of any such work; and 9.4.2 (b) the right conferred by section 80 of that Act not to have any such work subjected to derogatory treatment. 9.5 16.5 The Employee and/or Employer Executive hereby irrevocably appoint appoints the Host Company to be their his Attorney in their names his name and on their his behalf to execute and do any such instrument or thing and generally to use their names his name for the purpose of giving to the Host Company the full benefit of this clause. In favour of any third party a certificate in writing signed by any director Director or by the secretary Secretary of the Host Company that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case. 16.6 Nothing in this clause shall be construed as restricting the rights of the Executive or the Company under sections 39 to 43 Patents A▇▇ ▇▇▇▇.