Ownership of Inventions. a. I hereby irrevocably assign and agree to assign to the Company my entire right, title and interest in any idea, invention, modification, design, program code, software, documentation, formula, data, know how, technique, process, method, device, discovery, improvement, developments, or works of authorship, and all related patents, patent applications, copyrights and copyright applications, whether patentable or not, authored, created, made, conceived or reduced to practice, solely or jointly by me, whether or not during normal working hours or on my own time, whether or not using my own equipment, on the premises of the Company or elsewhere, or after termination of my employment (or consultancy) with or by the Company, that (i) is authored, created, made, conceived or reduced to practice using the Company’s facilities, supplies, information, trade secrets or time; (ii) relates directly or indirectly to or arises out of the actual or proposed business, including without limitation the research and development activities, of the Company; (iii) relates directly or indirectly to or arises out of any task assigned to me or work I perform for the Company and/or (iv) is based on Confidential Information (collectively “Inventions”), and all intellectual property rights therein. I will promptly make full written disclosure to an officer of the Company of any Inventions I create, make, conceive or reduce to practice, solely or jointly. I also waive all claims to moral rights in any Inventions. I acknowledge and agree that any and all patents, patent applications or other intellectual property rights relating to the Inventions are the exclusive property of the Company. b. I agree to cooperate fully with the Company, both during and after my employment (or consultancy) with or by the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Works and/or Inventions. I agree to execute and deliver all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable to protect its rights and interests in any Works and/or Inventions. I further agree that if the Company is unable, after reasonable effort, to secure my signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as my agent and attorney-in-fact, and I hereby irrevocably designate and appoint each officer of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable to protect its rights and interests in any Works and/or Inventions, under the conditions described in this sentence. c. I understand that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention which qualifies fully under the provisions of California Labor Code Section 2870 (attached as Exhibit B). I will advise the Company promptly in writing of any inventions that I believe meet the criteria in California Labor Code Section 2870 and are not otherwise disclosed on Exhibit A and such disclosed inventions shall be received by the Company in confidence pursuant to Labor Code section 2871.
Appears in 4 contracts
Sources: Employment Agreement (CARGO Therapeutics, Inc.), Employment Agreement (CARGO Therapeutics, Inc.), Offer Letter (CARGO Therapeutics, Inc.)
Ownership of Inventions. a. I hereby irrevocably assign 2.1. The Consultant will notify and agree to assign disclose in writing to the Company my entire right, title and interest in any idea, invention, modification, design, program code, software, documentation, formula, data, know how, technique, process, method, device, discovery, improvement, developmentsCompany, or any persons designated by the Company from time to time, all information, improvements, inventions, trademarks, works of authorship, designs, trade secrets, formulae, processes, techniques, know-how, and data, whether or not patentable or registerable under copyright or any similar laws, made or conceived or reduced to practice or learned by the Consultant, either alone or jointly with others, during the Consultant’s engagement with the Company (all such information, improvements, inventions, trademarks, works, designs, trade secrets, formulae, processes, techniques, know-how, and data are hereinafter referred to as the “Invention(s)”) immediately upon discovery, receipt or invention as applicable.
2.2. Consultant agrees that all the Inventions are, upon creation, Inventions of the Company, shall be the sole property of the Company and its assignees, and the Company and its assignees shall be the sole owner of all title, rights and interest in and to any patents, copyrights, trade secrets and all related other rights of any kind or nature, including moral rights, in connection with such Inventions. the Consultant hereby irrevocably and unconditionally assigns to the Company all the following with respect to any and all Inventions: (i) all title, rights and interest in and to any patents, patent applications, and patent rights, including any and all continuations or extensions thereof; (ii) rights associated with works of authorship, including copyrights and copyright applications, whether patentable or not, authored, created, made, conceived or reduced to practice, solely or jointly by me, whether or not during normal working hours or on my own time, whether or not using my own equipment, on the premises of the Company or elsewhere, or after termination of my employment Moral Rights (or consultancyas defined below) with or by the Company, that (i) is authored, created, made, conceived or reduced to practice using the Company’s facilities, supplies, information, trade secrets or time; (ii) relates directly or indirectly to or arises out of the actual or proposed business, including without limitation the research and development activities, of the Companymask work rights; (iii) relates directly or indirectly to or arises out of any task assigned to me or work I perform for the Company and/or (iv) is based on Confidential Information (collectively “Inventions”), and all intellectual property rights therein. I will promptly make full written disclosure to an officer of the Company of any Inventions I create, make, conceive or reduce to practice, solely or jointly. I also waive all claims to moral rights in any Inventions. I acknowledge and agree that any and all patents, patent applications or other intellectual property rights relating to the Inventions are protection of trade secrets and confidential information; (iv) design rights and industrial property rights; (v) any other proprietary rights relating to intangible property including trademarks, service marks and applications thereof, trade names and packaging and all goodwill associated with the exclusive property same; (vi) any and all title, rights and interest in and to any Invention; and (vii) all rights to sue for any infringement of any of the foregoing rights and the right to all income, royalties, damages and payments with respect to any of the foregoing rights. the Consultant also hereby forever waives and agrees never to assert any and all Moral Rights the Consultant may have in or with respect to any Inventions, even after termination of engagement on behalf of the Company.
b. I agree . “Moral Rights” means any right to cooperate fully with claim authorship of a work, any right to object to any distortion or other modification of a work, and any similar right, existing under the Company, both during and after my employment (or consultancy) with or by the Company, with respect to the procurement, maintenance and enforcement law of copyrights, patents and other intellectual property rights (both any country in the United States and foreign countries) relating to Works and/or Inventions. I agree to execute and deliver all papersworld, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable to protect its rights and interests in under any Works and/or Inventions. I further agree that if the Company is unable, after reasonable effort, to secure my signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as my agent and attorney-in-fact, and I hereby irrevocably designate and appoint each officer of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable to protect its rights and interests in any Works and/or Inventions, under the conditions described in this sentencetreaty.
c. I understand that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention which qualifies fully under the provisions of California Labor Code Section 2870 (attached as Exhibit B). I will advise the Company promptly in writing of any inventions that I believe meet the criteria in California Labor Code Section 2870 and are not otherwise disclosed on Exhibit A and such disclosed inventions shall be received by the Company in confidence pursuant to Labor Code section 2871.
Appears in 4 contracts
Sources: Consulting Agreement (Jeffs' Brands LTD), Consulting Agreement (Jeffs' Brands LTD), Consulting Agreement (Jeffs' Brands LTD)
Ownership of Inventions. a. I Inventorship of all Inventions shall be determined on a worldwide basis in accordance with U.S. patent laws. As between the Parties, ownership of Inventions shall be determined as follows:
(a) Any Invention, excluding any Improvement, that is made solely by one or more employees, consultants or contractors of a Party or any of its Affiliates (each, a “Sole Invention”) shall be owned solely by such Party. Cardiome hereby irrevocably assign grants to SteadyMed a non-exclusive, royalty-free, fully-paid, irrevocable, perpetual license, including the right to sublicense through multiple tiers, under Patents and agree other intellectual property rights Controlled by Cardiome or any of its Affiliates that claim any Sole Invention owned by Cardiome and/or any of its Affiliates, solely: (i) to research, develop, make, have made, use, sell, have sold, offer for sale, import and Commercialize Product (including, without limitation, Finished Product) and Infusion set (including, without limitation, Finished IS) outside the Territory; (ii) to make and have made Product (including, without limitation, Finished Product) and Infusion set (including, without limitation, Finished IS) in the Territory solely for the purpose of Commercialization outside the Territory; and (iii) to make, have made, use, sell, have sold, offer for sale, import and Commercialize API, Drug Product, Device, any Device component or Infusion set throughout the world, except for sale, offer for sale, import and Commercialization of any of the foregoing as incorporated in Finished Product or Finished IS, as applicable, in the Field in the Territory
(b) Any Invention, other than an Improvement, that is made jointly by one or more employees, consultants or contractors of Cardiome or any of its Affiliates, and one or more employees, consultants or contractors of SteadyMed or any of its Affiliates (each, a “Joint Invention”), shall be owned jointly by the Parties, and each Party, on behalf of itself and its Affiliates, hereby assigns to the other Party an undivided one-half ownership interest in and to all Joint Inventions. Each Party shall ensure that its and its Affiliates’ respective employees, consultants and contractors are bound by written agreement to assign to the Company my entire such Party all right, title and interest in any ideaand to all Joint Inventions as necessary for such Party to comply with its assignment obligations under this Section. Each Party and its Affiliates shall, inventionpromptly upon request by the other Party, modification, design, program code, software, documentation, formula, data, know how, technique, process, method, device, discovery, improvement, developments, or works of authorshipexecute and deliver, and all related patentsshall require its and their respective employees, patent applications, copyrights consultants and copyright applications, whether patentable or not, authored, created, made, conceived or reduced to practice, solely or jointly by me, whether or not during normal working hours or on my own time, whether or not using my own equipment, on the premises of the Company or elsewhere, or after termination of my employment (or consultancy) with or by the Company, that (i) is authored, created, made, conceived or reduced to practice using the Company’s facilities, supplies, information, trade secrets or time; (ii) relates directly or indirectly to or arises out of the actual or proposed business, including without limitation the research and development activities, of the Company; (iii) relates directly or indirectly to or arises out of any task assigned to me or work I perform for the Company and/or (iv) is based on Confidential Information (collectively “Inventions”), and all intellectual property rights therein. I will promptly make full written disclosure to an officer of the Company of any Inventions I create, make, conceive or reduce to practice, solely or jointly. I also waive all claims to moral rights in any Inventions. I acknowledge and agree that any and all patents, patent applications or other intellectual property rights relating to the Inventions are the exclusive property of the Company.
b. I agree to cooperate fully with the Company, both during and after my employment (or consultancy) with or by the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Works and/or Inventions. I agree contractors to execute and deliver all papersdeliver, includingsuch papers and instruments as are necessary to effectuate the ownership of Joint Inventions set forth in this Section (including Patents claiming Joint Inventions).
(c) Any Improvement, without limitationregardless of the inventorship thereof, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rightsshall be owned solely by SteadyMed, and powers Cardiome, on behalf of attorneyitself and its Affiliates, which the Company may deem hereby assigns to SteadyMed all right, title and interest in and to all Improvements. Cardiome shall ensure that its and its Affiliates’ respective employees, consultants and contractors are bound by written agreement to assign to Cardiome all right, title and interest in and to all Improvements as necessary or desirable for Cardiome to protect comply with its rights assignment obligations under this Section. Promptly upon request by SteadyMed, Cardiome and interests in any Works and/or Inventions. I further agree that if the Company is unableits Affiliates shall execute and deliver, after reasonable effortand shall require its and their respective employees, to secure my signature on any such papers, any executive officer of the Company shall be entitled consultants and contractors to execute any and deliver, such papers and instruments as my agent and attorney-in-fact, and I hereby irrevocably designate and appoint each officer are necessary to effectuate the ownership of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable to protect its rights and interests in any Works and/or Inventions, under the conditions described Improvements set forth in this sentenceSection (including Patents claiming Improvements).
c. I understand that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention which qualifies fully under the provisions of California Labor Code Section 2870 (attached as Exhibit B). I will advise the Company promptly in writing of any inventions that I believe meet the criteria in California Labor Code Section 2870 and are not otherwise disclosed on Exhibit A and such disclosed inventions shall be received by the Company in confidence pursuant to Labor Code section 2871.
Appears in 3 contracts
Sources: Exclusive License and Supply Agreement (Correvio Pharma Corp.), Exclusive License and Supply Agreement (SteadyMed Ltd.), Exclusive License and Supply Agreement (Cardiome Pharma Corp)
Ownership of Inventions. a. I hereby irrevocably assign 2.1. The Consultant will notify and agree to assign disclose in writing to the Company my entire right, title and interest in any idea, invention, modification, design, program code, software, documentation, formula, data, know how, technique, process, method, device, discovery, improvement, developmentsCompany, or any persons designated by the Company from time to time, all information, improvements, inventions, trademarks, works of authorship, designs, trade secrets, formulae, processes, techniques, know-how, and data, whether or not patentable or registerable under copyright or any similar laws, made or conceived or reduced to practice or learned by the Consultant, either alone or jointly with others, during the Consultant’s engagement with the Company (all such information, improvements, inventions, trademarks, works, designs, trade secrets, formulae, processes, techniques, know- how, and data are hereinafter referred to as the “Invention(s)”) immediately upon discovery, receipt or invention as applicable.
2.2. Consultant agrees that all the Inventions are, upon creation, Inventions of the Company, shall be the sole property of the Company and its assignees, and the Company and its assignees shall be the sole owner of all title, rights and interest in and to any patents, copyrights, trade secrets and all related other rights of any kind or nature, including moral rights, in connection with such Inventions. the Consultant hereby irrevocably and unconditionally assigns to the Company all the following with respect to any and all Inventions: (i) all title, rights and interest in and to any patents, patent applications, and patent rights, including any and all continuations or extensions thereof; (ii) rights associated with works of authorship, including copyrights and copyright applications, whether patentable or not, authored, created, made, conceived or reduced to practice, solely or jointly by me, whether or not during normal working hours or on my own time, whether or not using my own equipment, on the premises of the Company or elsewhere, or after termination of my employment Moral Rights (or consultancyas defined below) with or by the Company, that (i) is authored, created, made, conceived or reduced to practice using the Company’s facilities, supplies, information, trade secrets or time; (ii) relates directly or indirectly to or arises out of the actual or proposed business, including without limitation the research and development activities, of the Companymask work rights; (iii) relates directly or indirectly to or arises out of any task assigned to me or work I perform for the Company and/or (iv) is based on Confidential Information (collectively “Inventions”), and all intellectual property rights therein. I will promptly make full written disclosure to an officer of the Company of any Inventions I create, make, conceive or reduce to practice, solely or jointly. I also waive all claims to moral rights in any Inventions. I acknowledge and agree that any and all patents, patent applications or other intellectual property rights relating to the Inventions are protection of trade secrets and confidential information; (iv) design rights and industrial property rights; (v) any other proprietary rights relating to intangible property including trademarks, service marks and applications thereof, trade names and packaging and all goodwill associated with the exclusive property same; (vi) any and all title, rights and interest in and to any Invention; and (vii) all rights to sue for any infringement of any of the foregoing rights and the right to all income, royalties, damages and payments with respect to any of the foregoing rights. the Consultant also hereby forever waives and agrees never to assert any and all Moral Rights the Consultant may have in or with respect to any Inventions, even after termination of engagement on behalf of the Company.
b. I agree . “Moral Rights” means any right to cooperate fully with claim authorship of a work, any right to object to any distortion or other modification of a work, and any similar right, existing under the Company, both during and after my employment (or consultancy) with or by the Company, with respect to the procurement, maintenance and enforcement law of copyrights, patents and other intellectual property rights (both any country in the United States and foreign countries) relating to Works and/or Inventions. I agree to execute and deliver all papersworld, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable to protect its rights and interests in under any Works and/or Inventions. I further agree that if the Company is unable, after reasonable effort, to secure my signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as my agent and attorney-in-fact, and I hereby irrevocably designate and appoint each officer of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable to protect its rights and interests in any Works and/or Inventions, under the conditions described in this sentencetreaty.
c. I understand that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention which qualifies fully under the provisions of California Labor Code Section 2870 (attached as Exhibit B). I will advise the Company promptly in writing of any inventions that I believe meet the criteria in California Labor Code Section 2870 and are not otherwise disclosed on Exhibit A and such disclosed inventions shall be received by the Company in confidence pursuant to Labor Code section 2871.
Appears in 2 contracts
Sources: Consulting Agreement (Jeffs' Brands LTD), Consulting Agreement (Jeffs' Brands LTD)
Ownership of Inventions. a. I (a) Participant hereby irrevocably assign agrees that any and agree to assign to the Company my entire rightall inventions (whether or not an application for protection has been filed under patent laws), title and interest in any idea, invention, modification, design, program code, software, documentation, formula, data, know how, technique, process, method, device, discovery, improvement, developments, or works of authorship, information fixed in any tangible medium of expression (whether or not protected under copyright laws), Moral Rights defined as any right to claim authorship of a work, any right to object to any distortion or other modification of a work, and any similar right, existing under the law of any country, or under any treaty, mask works, trademarks, trade names, trade dress, trade secrets, publicity rights, know-how, ideas (whether or not protected under trade secret laws), and all related patentsother subject matter protected under patent, patent applicationscopyright, copyrights and copyright applicationsMoral Right, whether patentable mask work, trademark, trade secret, or notother laws, authoredthat have been or are developed, created, made, conceived generated or reduced to practiceproduced by Participant, solely or jointly by mewith others, whether or not at any time during normal working hours or on my own timethe Employment Term, whether or not using my own equipment, on the premises of the Company or elsewhere, or after termination of my employment (or consultancy) with or by the Company, that (i) is authored, created, made, conceived or reduced to practice using the Company’s facilities, supplies, information, trade secrets or time; (ii) relates directly or indirectly to or arises out of the actual or proposed business, including without limitation the research and development activities, of the Company; (iii) relates directly or indirectly to or arises out of any task assigned to me or work I perform for the Company and/or (iv) is based on Confidential Information (collectively “Inventions”), and all intellectual property rights therein. I will promptly make full written disclosure to an officer of the Company of any Inventions I create, make, conceive or reduce to practice, solely or jointly. I also waive all claims to moral rights in any Inventions. I acknowledge and agree that any and all patents, patent applications or other intellectual property rights relating to the Inventions are shall be the exclusive property of the Company.
b. I agree , subject to cooperate fully the obligations of this Article 7 with respect to Confidential Information, and Participant hereby forever waives and agrees never to assert against the Company, its successors or licensees any and all ownership, interest, Moral Rights or similar rights with respect thereto. Participant hereby assigns to the Company all right, title and interest to the foregoing inventions, concepts, ideas and materials. Participant shall keep and maintain adequate and current written records of all inventions, concepts, ideas and materials made by Participant (jointly or with others) during the term of Participant’s association or employment with the Company, both during . Such records shall remain the property of the Company at all times. Participant shall promptly and after my employment (fully disclose to the Company the nature and particulars of any Inventions or consultancy) with or by research project undertaken on the Company’s behalf.
(b) Unless the parties otherwise agree in writing, Participant is under no obligation to incorporate any Prior Inventions in any of the Company’s products or processes or other Company Invention. If, in the course of Participant’s performance Participant chooses to incorporate into any such Company product or process or other Company Invention any Prior Invention owned by Participant or in which Participant otherwise has an interest, Participant grants the Company a non-exclusive, royalty free, irrevocable, perpetual, world-wide license to copy, reproduce, make and have made, modify and create derivative works of, use, sell and license such Prior Inventions and derivative works as part of or in connection with any such Company product or process or other Company Invention.
(c) During or subsequent to the Employment Term, Participant shall execute all reasonable papers, and otherwise provide reasonable assistance, at the Company’s request and expense, to enable the Company or its nominees to obtain and enforce all proprietary rights with respect to the procurementCompany Inventions (as defined below) in any and all countries. To that end, maintenance and enforcement of copyrightsParticipant will execute, patents and other intellectual property rights (both in the United States and foreign countries) relating to Works and/or Inventions. I agree to execute verify and deliver all paperssuch documents and perform such other reasonable acts (including appearances as a witness) as the Company may reasonably request for use in applying for, includingobtaining, without limitationperfecting, copyright applicationsdefending, patent applications, declarations, oaths, formal assignments, assignments of priority evidencing and enforcing any such proprietary rights, and powers the assignment of attorneyany or all of such proprietary rights. In addition, which Participant will execute, verify and deliver assignments of such rights to the Company may deem necessary or desirable its designee. Participant’s obligation to protect its rights and interests in any Works and/or Inventions. I further agree that if assist the Company is unablewith respect to such rights shall continue beyond the termination of Participant’s association with the Company.
(d) If, after reasonable effort, to the Company cannot secure my Participant’s signature on any such papersdocument reasonably necessary in connection with the actions specified in the preceding paragraph, any executive officer of Participant irrevocably designates and appoints the Company shall be entitled to execute any such papers and its duly authorized officers and agents as my Participant’s agent and attorney-in-fact, to act for and I hereby irrevocably designate in Participant’s behalf to execute, verify and appoint each officer file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by Participant. The power of attorney set forth in this Section 7.4(d) is coupled with an interest, is irrevocable, and shall survive Participant’s death, incompetence or incapacity and the termination of the Employment Term. Participant waives and quitclaims to the Company all claims of any nature whatsoever which Participant now has or may in the future obtain for infringement of any Proprietary Rights assigned under this Agreement or otherwise to the Company.
(e) Participant acknowledges that all original works of authorship which are made by Participant (solely or jointly with others) during the course of the association with or performance of services for the Company and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act and any successor statutes. Inventions assigned to the Company or as directed by the Company under this Agreement or otherwise are referred to as “Company Inventions.”
(f) Upon termination of Participant’s employment or engagement by the Company for any reason, or upon receipt of written request from the Company, Participant shall promptly deliver to the Company all tangible and intangible property (including without limitation computers, computing devices, cell phones, memory devices and any other tangible item), drawings, notes, memoranda, specification, devices, notebooks, formulas and documents, together with all copies of any of the foregoing, and any other material containing, summarizing, referencing, or incorporating in any way or otherwise disclosing any Company Inventions, Third Party Information or Confidential Information of the Company as my agent and attorney-in-fact to execute or any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable to protect of its rights and interests in any Works and/or Inventions, under the conditions affiliates.
(g) The assignment of inventions described in this sentence.
c. I understand that the provisions of this Agreement requiring assignment of Inventions to the Company do Section 7.4 does not apply to any an invention for which qualifies fully under the provisions no equipment, supplies, facility, or trade secret information of California Labor Code Section 2870 (attached as Exhibit B). I will advise the Company promptly in writing was used and which was developed entirely on Participant’s own time, unless (i) the invention relates (A) to the business of the Company, or (B) to the Company’s actual or demonstrably anticipated research or development, or (ii) the invention results from any inventions that I believe meet work performed by Participant for the criteria in California Labor Code Section 2870 and are not otherwise disclosed on Exhibit A and such disclosed inventions shall be received by the Company in confidence pursuant to Labor Code section 2871Company.
Appears in 2 contracts
Sources: Restricted Unit Agreement (Keypath Education International, Inc.), Restricted Unit Agreement (Keypath Education International, Inc.)
Ownership of Inventions. a. I 3.1 Consultant will notify and disclose in writing to the Company, or any persons designated by the Company from time to time, all information, improvements, inventions, formulae, processes, techniques, know-how and data, whether or not patentable or registerable under copyright or any similar laws, made or conceived or reduced to practice or learned by Consultant, either alone or jointly with others, in the performance of Consultant’s engagement with the Company (all such information, improvements, inventions, formulae, processes, techniques, know- how, and data are hereinafter referred to as the “Invention(s)”) immediately upon discovery, receipt or invention as applicable.
3.2 Consultant agrees that all the Inventions are, upon creation, considered Inventions of the Company, shall be the sole property of the Company and its assignees, and the Company and its assignees shall be the sole owner of all patents, copyrights, trade secret and all other rights of any kind or nature, including moral rights, in connection with such Inventions. Consultant hereby irrevocably assign and agree to assign unconditionally assigns to the Company my entire right, title and interest in all the following with respect to any idea, invention, modification, design, program code, software, documentation, formula, data, know how, technique, process, method, device, discovery, improvement, developments, or works of authorship, and all related Inventions: (i) patents, patent applications, and patent rights, including any and all continuations or extensions thereof; (ii) rights associated with works of authorship, including copyrights and copyright applications, whether patentable or not, authored, created, made, conceived or reduced to practice, solely or jointly by me, whether or not during normal working hours or on my own time, whether or not using my own equipment, on the premises of the Company or elsewhere, or after termination of my employment Moral Rights (or consultancyas defined below) with or by the Company, that (i) is authored, created, made, conceived or reduced to practice using the Company’s facilities, supplies, information, trade secrets or time; (ii) relates directly or indirectly to or arises out of the actual or proposed business, including without limitation the research and development activities, of the Companymask work rights; (iii) relates directly or indirectly to or arises out of any task assigned to me or work I perform for the Company and/or (iv) is based on Confidential Information (collectively “Inventions”), and all intellectual property rights therein. I will promptly make full written disclosure to an officer of the Company of any Inventions I create, make, conceive or reduce to practice, solely or jointly. I also waive all claims to moral rights in any Inventions. I acknowledge and agree that any and all patents, patent applications or other intellectual property rights relating to the Inventions are protection of trade secrets and confidential information; (iv) design rights and industrial property rights; (v) any other proprietary rights relating to intangible property including trademarks, service marks and applications therefor, trade names and packaging and all goodwill associated with the exclusive property same; and (vi) all rights to sue for any infringement of any of the foregoing rights and the right to all income, royalties, damages and payments with respect to any of the foregoing rights. Consultant also hereby forever waives and agrees never to assert any and all Moral Rights Consultant may have in or with respect to any Inventions, even after termination of engagement on behalf of the Company.
b. I agree . “Moral Rights” means any right to cooperate fully with claim authorship of a work, any right to object to any distortion or other modification of a work, and any similar right, existing under the Company, both during and after my employment (or consultancy) with or by the Company, with respect to the procurement, maintenance and enforcement law of copyrights, patents and other intellectual property rights (both any country in the United States and foreign countries) relating to Works and/or Inventions. I agree to execute and deliver all papersworld, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable to protect its rights and interests in under any Works and/or Inventions. I further agree that if the Company is unable, after reasonable effort, to secure my signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as my agent and attorney-in-fact, and I hereby irrevocably designate and appoint each officer of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable to protect its rights and interests in any Works and/or Inventions, under the conditions described in this sentencetreaty.
c. I understand that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention which qualifies fully under the provisions of California Labor Code Section 2870 (attached as Exhibit B). I will advise the Company promptly in writing of any inventions that I believe meet the criteria in California Labor Code Section 2870 and are not otherwise disclosed on Exhibit A and such disclosed inventions shall be received by the Company in confidence pursuant to Labor Code section 2871.
Appears in 2 contracts
Sources: Consulting Agreement (Gamida Cell Ltd.), Consulting Agreement (Gamida Cell Ltd.)
Ownership of Inventions. a. A. Generally I agree that all Inventions which I make, conceive, reduce to practice or develop (in whole or in part, either alone or jointly with others) during my employment shall be the sole property of the Company, and I hereby irrevocably assign such Inventions and agree to assign all Rights therein to the Company. No assignment in this Agreement shall extend to inventions, the assignment of which is prohibited by law. The Company my entire rightshall be the sole owner of all Rights in connection therewith.
B. Works Made for Hire The Company shall be the sole owner of all Rights, title and interest in any idea, invention, modification, design, program code, software, documentation, formula, data, know how, technique, process, method, device, discovery, improvement, developments, or works of authorship, and all related patents, patent applications, copyrights and copyright applications, whether patentable or not, authored, created, made, conceived or reduced to practice, solely or jointly by me, whether or not during normal working hours or on my own time, whether or not using my own equipment, on the premises of the Company or elsewhere, or after termination of my employment (or consultancy) with or by the Company, that (i) is authored, created, made, conceived or reduced to practice using the Company’s facilities, supplies, information, trade secrets or time; (ii) relates directly or indirectly to or arises out of the actual or proposed business, including without limitation the research and development activities, of the Company; (iii) relates directly or indirectly to or arises out of any task assigned to me or work I perform for the Company and/or (iv) is based on Confidential Information (collectively “Inventions”), and all intellectual property rights therein. I will promptly make full written disclosure to an officer of the Company of any Inventions I create, make, conceive or reduce to practice, solely or jointly. I also waive all claims to moral rights in any Inventions. I further acknowledge and agree that any and all patents, patent applications or other intellectual property rights relating to the Inventions are the exclusive property of the Company.
b. I agree to cooperate fully with the Company, both during and after my employment (or consultancy) with or by the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Works and/or such Inventions. I agree to execute and deliver all papers, including, without limitation, copyright applicationsany computer programs, patent applications, declarations, oaths, formal assignments, assignments of priority rightsprogramming documentation, and powers other works of attorneyauthorship, which are “works made for hire” for purposes of the Company’s rights under copyright laws. To the extent that any Inventions may not be considered a “work made for hire”, I hereby assign to the Company may deem necessary such Inventions and all Rights therein, except those Inventions, if any, the assignment of which is prohibited by law. Cytocom, Inc. CONFIDENTIAL – NOT FOR EXTERNAL DISTRIBUTION
C. License If any Inventions assigned hereunder are based on, or desirable incorporated, or are improvements or derivatives of, or cannot be reasonably made, used, reproduced and distributed without using or violating technology or rights owned or licensed by me and not assigned hereunder, I hereby grant the company a perpetual, worldwide, royalty-free, non-exclusive and sub-licensable right and license to protect its exploit and exercise all such technology and rights and interests in any Works and/or Inventions. I further agree that if the Company is unable, after reasonable effort, to secure my signature on any such papers, any executive officer support of the Company shall be entitled Company’s exercise or exploitation of any assigned Inventions (including any modifications, improvements and derivatives thereof).
D. List of Inventions I have attached hereto a complete list of all existing Inventions to execute any such papers which I claim ownership as my agent of the date of this Agreement and attorney-in-factthat I desire to specifically clarify are not subject to this Agreement, and I hereby irrevocably designate acknowledge and appoint each officer of the Company as my agent and attorney-in-fact agree that such list is complete. If no such list is attached to execute any such papers on my behalfthis Agreement, and to take any and all actions as the Company may deem necessary or desirable to protect its rights and interests in any Works and/or Inventions, under the conditions described in this sentence.
c. I understand that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention which qualifies fully under the provisions of California Labor Code Section 2870 (attached as Exhibit B). I will advise the Company promptly in writing of any inventions represent that I believe meet have no such Inventions at the criteria in California Labor Code Section 2870 and are not otherwise disclosed on Exhibit A and such disclosed inventions shall be received by the Company in confidence pursuant to Labor Code section 2871time of signing this Agreement.
Appears in 2 contracts
Sources: Executive Employment Agreement (Cleveland Biolabs Inc), Executive Employment Agreement (Cleveland Biolabs Inc)
Ownership of Inventions. a. I hereby irrevocably assign 2.1. The Consultant will notify and agree to assign disclose in writing to the Company my entire right, title and interest in any idea, invention, modification, design, program code, software, documentation, formula, data, know how, technique, process, method, device, discovery, improvement, developmentsCompany, or any persons designated by the Company from time to time, all information, improvements, inventions, trademarks, works of authorship, designs, trade secrets, formulae, processes, techniques, know-how, and data, whether or not patentable or registerable under copyright or any similar laws, made or conceived or reduced to practice or learned by the Consultant, either alone or jointly with others, during the Consultant’s engagement with the Company (all such information, improvements, inventions, trademarks, works, designs, trade secrets, formulae, processes, techniques, know-how, and data are hereinafter referred to as the “Invention(s)”) immediately upon discovery, receipt or invention as applicable.
2.2. Consultant agrees that all the Inventions are, upon creation, Inventions of the Company, shall be the sole property of the Company and its assignees, and the Company and its assignees shall be the sole owner of all title, rights and interest in and to any patents, copyrights, trade secrets and all related other rights of any kind or nature, including moral rights, in connection with such Inventions. the Consultant hereby irrevocably and unconditionally assigns to the Company all the following with respect to any and all Inventions: (i) all title, rights and interest in and to any patents, patent applications, and patent rights, including any and all continuations or extensions thereof; (ii) rights associated with works of authorship, including copyrights and copyright applications, whether patentable or not, authored, created, made, conceived or reduced to practice, solely or jointly by me, whether or not during normal working hours or on my own time, whether or not using my own equipment, on the premises of the Company or elsewhere, or after termination of my employment Moral Rights (or consultancyas defined below) with or by the Company, that (i) is authored, created, made, conceived or reduced to practice using the Company’s facilities, supplies, information, trade secrets or time; (ii) relates directly or indirectly to or arises out of the actual or proposed business, including without limitation the research and development activities, of the Companymask work rights; (iii) relates directly or indirectly to or arises out of any task assigned to me or work I perform for the Company and/or (iv) is based on Confidential Information (collectively “Inventions”), and all intellectual property rights therein. I will promptly make full written disclosure to an officer of the Company of any Inventions I create, make, conceive or reduce to practice, solely or jointly. I also waive all claims to moral rights in any Inventions. I acknowledge and agree that any and all patents, patent applications or other intellectual property rights relating to the Inventions are protection of trade secrets and confidential information; (iv) design rights and industrial property rights; (v) any other proprietary rights relating to intangible property including trademarks, service marks and applications thereof, trade names and packaging and all goodwill associated with the exclusive property same; (vi) any and all title, rights and interest in and to any Invention; and (vii) all rights to ▇▇▇ for any infringement of any of the foregoing rights and the right to all income, royalties, damages and payments with respect to any of the foregoing rights. the Consultant also hereby forever waives and agrees never to assert any and all Moral Rights the Consultant may have in or with respect to any Inventions, even after termination of engagement on behalf of the Company.
b. I agree . “Moral Rights” means any right to cooperate fully with claim authorship of a work, any right to object to any distortion or other modification of a work, and any similar right, existing under the Company, both during and after my employment (or consultancy) with or by the Company, with respect to the procurement, maintenance and enforcement law of copyrights, patents and other intellectual property rights (both any country in the United States and foreign countries) relating to Works and/or Inventions. I agree to execute and deliver all papersworld, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable to protect its rights and interests in under any Works and/or Inventions. I further agree that if the Company is unable, after reasonable effort, to secure my signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as my agent and attorney-in-fact, and I hereby irrevocably designate and appoint each officer of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable to protect its rights and interests in any Works and/or Inventions, under the conditions described in this sentencetreaty.
c. I understand that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention which qualifies fully under the provisions of California Labor Code Section 2870 (attached as Exhibit B). I will advise the Company promptly in writing of any inventions that I believe meet the criteria in California Labor Code Section 2870 and are not otherwise disclosed on Exhibit A and such disclosed inventions shall be received by the Company in confidence pursuant to Labor Code section 2871.
Appears in 1 contract
Sources: Consulting Agreement (Medigus Ltd.)
Ownership of Inventions. a. I hereby irrevocably assign and agree to assign to the Company my entire rightAll inventions, title and interest in any ideaideas, inventionconcepts, modification, design, program code, software, documentation, formula, data, know how, technique, process, method, device, discovery, improvementdesigns, developments, or techniques, processes, improvements, schematics, formulas, compounds, compilations, methods, sequences, algorithms, trade secrets, software programs, software and systems documentation, works of authorshipauthorship and other copyrightable works, and all related patents, patent applications, copyrights and copyright applications, whether patentable or not, authored, created, made, conceived or reduced to practice, solely or jointly know-how which result from work performed by me, alone or with others, during any period that I am employed by the Company, whether or not during normal working hours or on the premises of the Company, which relate, directly or indirectly, to the business of the Company or which arise out of my own timeemployment or from access to Company Confidential Information, whether or not using my own equipmentpatentable, on the premises of the Company or elsewherecopyrightable, or after termination of my employment (qualified for other protection as proprietary information or consultancy) with or by the Company, that (i) is authored, created, made, conceived or reduced to practice using the Company’s facilities, supplies, information, trade secrets or time; (ii) relates directly or indirectly to or arises out of the actual or proposed business, including without limitation the research and development activities, of the Company; (iii) relates directly or indirectly to or arises out of any task assigned to me or work I perform for the Company and/or (iv) is based on Confidential Information works (collectively “Inventions”) shall be the property of the Company, and, to the extent permitted by law, shall be “works made for hire.” I hereby assign and agree to assign to the Company or its designee, without further consideration, my entire right, title, and interest in and to all Inventions, other than Excluded Inventions (defined in Paragraph 7 of this Agreement), including all rights to obtain, register, perfect, and all enforce patents, copyrights, trademark rights and other intellectual property rights thereinprotection for Inventions. I will disclose promptly make full written and in writing to the individual designated by the Company or to my immediate supervisor all Inventions which I have made or reduced to practice during my employment and for one year after my employment. During and after my employment, I will assist the Company (at its expense) in every proper way to obtain and enforce patents, copyrights, trademarks and other forms of intellectual property protection on Inventions in any and all countries, including the disclosure to an officer of the Company of any Inventions I createall pertinent information and data with respect thereto, makethe execution of applications, conceive or reduce to practicespecifications, solely or jointly. I also waive all claims to moral rights in any Inventions. I acknowledge and agree that any assignments, recordations and all other instruments which the Company shall deem necessary in order to apply for, claim, obtain, maintain and transfer such rights and in order to assign and convey to the Company, its successors, assigns and nominees, the sole and exclusive rights, title and interest in and to such Inventions, and any patents, patent applications copyrights, trademarks or other intellectual property rights relating to the Inventions are the exclusive property of the Companythereto.
b. I agree to cooperate fully with the Company, both during and after my employment (or consultancy) with or by the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Works and/or Inventions. I agree to execute and deliver all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable to protect its rights and interests in any Works and/or Inventions. I further agree that if the Company is unable, after reasonable effort, to secure my signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as my agent and attorney-in-fact, and I hereby irrevocably designate and appoint each officer of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable to protect its rights and interests in any Works and/or Inventions, under the conditions described in this sentence.
c. I understand that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention which qualifies fully under the provisions of California Labor Code Section 2870 (attached as Exhibit B). I will advise the Company promptly in writing of any inventions that I believe meet the criteria in California Labor Code Section 2870 and are not otherwise disclosed on Exhibit A and such disclosed inventions shall be received by the Company in confidence pursuant to Labor Code section 2871.
Appears in 1 contract
Sources: Transition and Separation Agreement (Jazz Pharmaceuticals PLC)
Ownership of Inventions. a. (a) I hereby irrevocably assign and agree to assign to the Company my entire right, title and interest in any idea, invention, modification, design, program code, software, documentation, formula, data, know how, technique, process, method, device, discovery, discovery improvement, developments, or works of authorship, authorship and all related patents, patent applications, copyrights and copyright applications, applications whether patentable or not, authored, created, made, conceived or reduced to practice, solely or jointly by me, me whether or not during normal working hours or on my own time, whether or not using my own equipment, on the premises of the Company or elsewhere, or after termination of my employment (or consultancy) with or by the Company, Company that (i) is authored, created, made, conceived or reduced to practice created using the Company’s facilities, supplies, information, trade secrets or time; (ii) relates directly or indirectly to or arises out of the actual or proposed business, including without limitation the research and development activities, of the Company; (iii) relates directly or indirectly to or arises out of any task assigned to me or work I perform for the Company and/or or (iv) is based on Confidential Information (collectively “Inventions”), and all intellectual property rights therein. I will promptly make full written disclosure to an officer of the Company of any Inventions I create, make, conceive or reduce to practice, solely or jointly. I also waive all claims to moral rights in any Inventions. I acknowledge and agree that any and all patents, patent applications or other intellectual property rights relating to the Inventions are the exclusive property of the Company.
b. (b) I agree to cooperate fully with the Company, both during and after my employment (or consultancy) with or by the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Works and/or Inventions. I agree to execute and deliver all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable to protect its rights and interests in any Works and/or Inventions. I further agree that if the Company is unable, after reasonable effort, to secure my signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as my agent and attorney-in-fact, and I hereby irrevocably designate and appoint each executive officer of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable to protect its rights and interests in any Works and/or Inventions, under the conditions described in this sentence.
c. I understand that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention which qualifies fully under the provisions of California Labor Code Section 2870 (attached as Exhibit B). I will advise the Company promptly in writing of any inventions that I believe meet the criteria in California Labor Code Section 2870 and are not otherwise disclosed on Exhibit A and such disclosed inventions shall be received by the Company in confidence pursuant to Labor Code section 2871.
Appears in 1 contract
Sources: Confidentiality and Non Solicitation Agreement (Pharmathene, Inc)
Ownership of Inventions. a. I 3.1. The Consultant will notify and disclose in writing to the Company, or any persons designated by the Company from time to time, all information, improvements, inventions, formulae, processes, techniques, know-how and data, whether or not patentable or registerable under copyright or any similar laws, made or conceived or reduced to practice or learned by the Consultant, either alone or jointly with others, during the Consultant’s engagement with the Company (all such information, improvements, inventions, formulae, processes, techniques, know-how, and data are hereinafter referred to as the “Invention(s)”) immediately upon discovery, receipt or invention as applicable.
3.2. The Consultant agrees that all the Inventions are, upon creation, considered Inventions of the Company, shall be the sole property of the Company and its assignees, and the Company and its assignees shall be the sole owner of all patents, copyrights, trade secret and all other rights of any kind or nature, including moral rights, in connection with such Inventions. The Consultant hereby irrevocably assign and agree to assign unconditionally assigns to the Company my entire right, title and interest in all the following with respect to any idea, invention, modification, design, program code, software, documentation, formula, data, know how, technique, process, method, device, discovery, improvement, developments, or works of authorship, and all related Inventions: (i) patents, patent applications, and patent rights, including any and all continuations or extensions thereof; (ii) rights associated with works of authorship, including copyrights and copyright applications, whether patentable or not, authored, created, made, conceived or reduced to practice, solely or jointly by me, whether or not during normal working hours or on my own time, whether or not using my own equipment, on the premises of the Company or elsewhere, or after termination of my employment Moral Rights (or consultancyas defined below) with or by the Company, that (i) is authored, created, made, conceived or reduced to practice using the Company’s facilities, supplies, information, trade secrets or time; (ii) relates directly or indirectly to or arises out of the actual or proposed business, including without limitation the research and development activities, of the Companymask work rights; (iii) relates directly or indirectly to or arises out of any task assigned to me or work I perform for the Company and/or (iv) is based on Confidential Information (collectively “Inventions”), and all intellectual property rights therein. I will promptly make full written disclosure to an officer of the Company of any Inventions I create, make, conceive or reduce to practice, solely or jointly. I also waive all claims to moral rights in any Inventions. I acknowledge and agree that any and all patents, patent applications or other intellectual property rights relating to the Inventions are protection of trade secrets and confidential information; (iv) design rights and industrial property rights; (v) any other proprietary rights relating to intangible property including trademarks, service marks and applications therefor, trade names and packaging and all goodwill associated with the exclusive property same; and (vi) all rights to ▇▇▇ for any infringement of any of the foregoing rights and the right to all income, royalties, damages and payments with respect to any of the foregoing rights. Consultant also hereby forever waives and agrees never to assert any and all Moral Rights Consultant may have in or with respect to any Inventions, even after termination of engagement on behalf of the Company.
b. I agree . “Moral Rights” means any right to cooperate fully with claim authorship of a work, any right to object to any distortion or other modification of a work, and any similar right, existing under the Company, both during and after my employment (or consultancy) with or by the Company, with respect to the procurement, maintenance and enforcement law of copyrights, patents and other intellectual property rights (both any country in the United States and foreign countries) relating to Works and/or Inventions. I agree to execute and deliver all papersworld, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable to protect its rights and interests in under any Works and/or Inventions. I further agree that if the Company is unable, after reasonable effort, to secure my signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as my agent and attorney-in-fact, and I hereby irrevocably designate and appoint each officer of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable to protect its rights and interests in any Works and/or Inventions, under the conditions described in this sentencetreaty.
c. I understand that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention which qualifies fully under the provisions of California Labor Code Section 2870 (attached as Exhibit B). I will advise the Company promptly in writing of any inventions that I believe meet the criteria in California Labor Code Section 2870 and are not otherwise disclosed on Exhibit A and such disclosed inventions shall be received by the Company in confidence pursuant to Labor Code section 2871.
Appears in 1 contract
Sources: Consulting Agreement (MaxQ AI Ltd.)
Ownership of Inventions. a. I hereby irrevocably assign 3.1. The Consultant will notify and agree to assign disclose in writing to the Company my entire right, title and interest in any idea, invention, modification, design, program code, software, documentation, formula, data, know how, technique, process, method, device, discovery, improvement, developmentsCompany, or any persons designated by the Company from time to time, all information, improvements, inventions, trademarks, works of authorship, designs, trade secrets, formulae, processes, techniques, know-how, and data, whether or not patentable or registerable under copyright or any similar laws, made or conceived or reduced to practice or learned by Consultant, either alone or jointly with others, during Consultant’s engagement with the Company (all such information, improvements, inventions, trademarks, works, designs, trade secrets, formulae, processes, techniques, know-how, and data are hereinafter referred to as the “Invention(s)”) immediately upon discovery, receipt or invention as applicable.
3.2. The Consultant agrees that all the Inventions are, upon creation, Inventions of the Company, shall be the sole property of the Company and its assignees, and the Company and its assignees shall be the sole owner of all title, rights and interest in and to any patents, copyrights, trade secrets and all related other rights of any kind or nature, including moral rights, in connection with such Inventions. Consultant hereby irrevocably and unconditionally assigns to the Company all the following with respect to any and all Inventions: (i) all title, rights and interest in and to any patents, patent applications, and patent rights, including any and all continuations or extensions thereof; (ii) rights associated with works of authorship, including copyrights and copyright applications, whether patentable or not, authored, created, made, conceived or reduced to practice, solely or jointly by me, whether or not during normal working hours or on my own time, whether or not using my own equipment, on the premises of the Company or elsewhere, or after termination of my employment Moral Rights (or consultancyas defined below) with or by the Company, that (i) is authored, created, made, conceived or reduced to practice using the Company’s facilities, supplies, information, trade secrets or time; (ii) relates directly or indirectly to or arises out of the actual or proposed business, including without limitation the research and development activities, of the Companymask work rights; (iii) relates directly or indirectly to or arises out of any task assigned to me or work I perform for the Company and/or (iv) is based on Confidential Information (collectively “Inventions”), and all intellectual property rights therein. I will promptly make full written disclosure to an officer of the Company of any Inventions I create, make, conceive or reduce to practice, solely or jointly. I also waive all claims to moral rights in any Inventions. I acknowledge and agree that any and all patents, patent applications or other intellectual property rights relating to the Inventions are protection of trade secrets and confidential information; (iv) design rights and industrial property rights; (v) any other proprietary rights relating to intangible property including trademarks, service marks and applications thereof, trade names and packaging and all goodwill associated with the exclusive property same; (vi) any and all title, rights and interest in and to any Invention; and (vii) all rights to s▇▇ for any infringement of any of the foregoing rights and the right to all income, royalties, damages and payments with respect to any of the foregoing rights. Consultant also hereby forever waives and agrees never to assert any and all Moral Rights Consultant may have in or with respect to any Inventions, even after termination of engagement on behalf of the Company.
b. I agree . “Moral Rights” means any right to cooperate fully with claim authorship of a work, any right to object to any distortion or other modification of a work, and any similar right, existing under the Company, both during and after my employment (or consultancy) with or by the Company, with respect to the procurement, maintenance and enforcement law of copyrights, patents and other intellectual property rights (both any country in the United States and foreign countries) relating to Works and/or Inventions. I agree to execute and deliver all papersworld, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable to protect its rights and interests in under any Works and/or Inventions. I further agree that if the Company is unable, after reasonable effort, to secure my signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as my agent and attorney-in-fact, and I hereby irrevocably designate and appoint each officer of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable to protect its rights and interests in any Works and/or Inventions, under the conditions described in this sentencetreaty.
c. I understand that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention which qualifies fully under the provisions of California Labor Code Section 2870 (attached as Exhibit B). I will advise the Company promptly in writing of any inventions that I believe meet the criteria in California Labor Code Section 2870 and are not otherwise disclosed on Exhibit A and such disclosed inventions shall be received by the Company in confidence pursuant to Labor Code section 2871.
Appears in 1 contract
Ownership of Inventions. a. I 3.1 Executive will notify and disclose in writing to the Company, or any persons designated by the Company from time to time, all information, improvements, inventions, trademarks, works, designs, trade secrets, formulae, processes, techniques, know-how and data, whether or not patentable or registerable under copyright or any similar laws, made or conceived or reduced to practice or learned by Executive, either alone or jointly with others, during Executive’s employment with the Company (including after hours, on weekends or during vacation time) (all such information, improvements, inventions, trademarks, works, designs, trade secrets, formulae, processes, techniques, know-ho> e and data are hereinafter referred to as the “Invention(s)”) immediately upon discovery, receipt or invention as applicable.
3.2 Executive agrees that all the Inventions are, upon creation, Inventions of the Company, shall be the sole property of the Company and its assignees, and the Company and its assignees shall be the sole owner of all title, rights and interest in and to any patents, copyrights, trade secrets and all other rights of any kind or nature, including moral rights, in connection with such Inventions. Executive hereby irrevocably assign and agree to assign unconditionally assigns to the Company my entire rightall the following with respect to any and all Inventions: (i) all title, title rights and interest in and to any idea, invention, modification, design, program code, software, documentation, formula, data, know how, technique, process, method, device, discovery, improvement, developments, or works of authorship, and all related patents, patent applications, and patent rights, including any and all continuations or extensions thereof; (ii) rights associated with works of authorship, including copyrights and copyright applications, whether patentable or not, authored, created, made, conceived or reduced to practice, solely or jointly by me, whether or not during normal working hours or on my own time, whether or not using my own equipment, on the premises of the Company or elsewhere, or after termination of my employment Moral Rights (or consultancyas defined below) with or by the Company, that (i) is authored, created, made, conceived or reduced to practice using the Company’s facilities, supplies, information, trade secrets or time; (ii) relates directly or indirectly to or arises out of the actual or proposed business, including without limitation the research and development activities, of the Companymask work rights; (iii) relates directly or indirectly to or arises out of any task assigned to me or work I perform for the Company and/or (iv) is based on Confidential Information (collectively “Inventions”), and all intellectual property rights therein. I will promptly make full written disclosure to an officer of the Company of any Inventions I create, make, conceive or reduce to practice, solely or jointly. I also waive all claims to moral rights in any Inventions. I acknowledge and agree that any and all patents, patent applications or other intellectual property rights relating to the Inventions are protection of trade secrets and confidential information; (iv) design rights and industrial property rights; (v) any other proprietary rights relating to intangible property including trademarks, service marks and applications thereof, trade names and packaging and all goodwill associated with the exclusive property same; (vi) any and all title, rights and interest in and to any Invention; and (vii) all rights to s▇▇ for any infringement of any of the foregoing rights and the right to all income, royalties, damages and payments with respect to any of the foregoing rights. Executive also hereby forever waives and agrees never to assert any and all Moral Rights Executive may have in or with respect to any Inventions, even after termination of employment on behalf of the Company.
b. I agree . “Moral Rights” means any right to cooperate fully with claim authorship of a work, any right to object to any distortion or other modification of a work, and any similar right, existing under the Company, both during and after my employment (or consultancy) with or by the Company, with respect to the procurement, maintenance and enforcement law of copyrights, patents and other intellectual property rights (both any country in the United States and foreign countries) relating to Works and/or Inventions. I agree to execute and deliver all papersworld, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable to protect its rights and interests in under any Works and/or Inventions. I further agree that if the Company is unable, after reasonable effort, to secure my signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as my agent and attorney-in-fact, and I hereby irrevocably designate and appoint each officer of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable to protect its rights and interests in any Works and/or Inventions, under the conditions described in this sentencetreaty.
c. I understand that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention which qualifies fully under the provisions of California Labor Code Section 2870 (attached as Exhibit B). I will advise the Company promptly in writing of any inventions that I believe meet the criteria in California Labor Code Section 2870 and are not otherwise disclosed on Exhibit A and such disclosed inventions shall be received by the Company in confidence pursuant to Labor Code section 2871.
Appears in 1 contract
Ownership of Inventions. a. I The Employee will notify and disclose in writing to the Company, or any persons designated by the Company from time to time, all information. improvements, inventions, formulae, processes, techniques, know-how and data, whether or not patentable or registerable under copyright or any similar laws. made or conceived or reduced to practice or learned by the Employee, either alone or jointly with others, during the Employee’s employment with the Company (including after hours, on weekends or during vacation time) (all such information. improvements, inventions. formulae. processes. techniques. know-how. and data arc hereinafter referred to as the “lnvention(s)”) immediately upon discovery, receipt or invention as applicable.
b. The Employee agrees that all of the Inventions arc, upon creation, considered Inventions of the Company, shall be the sole property of the Company and its assignees, and the Company and its assignees shall be the sole owner of all patents, copyrights. trade secret and all other rights or any kind or nature, including moral rights, in connection with such Inventions. The Employee hereby irrevocably assign and agree to assign unconditionally assigns to the Company my entire rightall the following with respect to any and all Inventions: (i) patents. patent applications, title and interest in patent rights, including any idea, invention, modification, design, program code, software, documentation, formula, data, know how, technique, process, method, device, discovery, improvement, developments, and all continuations or extensions thereof; (ii) rights associated with works of authorship, and all related patents, patent applications, . including copyrights and copyright applications, whether patentable or not, authored, created, made, conceived or reduced to practice, solely or jointly by me, whether or not during normal working hours or on my own time, whether or not using my own equipment, on the premises of the Company or elsewhere, or after termination of my employment Moral Rights (or consultancyas defined below) with or by the Company, that (i) is authored, created, made, conceived or reduced to practice using the Company’s facilities, supplies, information, trade secrets or time; (ii) relates directly or indirectly to or arises out of the actual or proposed business, including without limitation the research and development activities, of the Companymask work rights; (iii) relates directly or indirectly rights relating to or arises out the protection of any task assigned to me or work I perform for the Company and/or trade secrets and confidential information; (iv) is based design rights and industrial property rights; (v) any other proprietary rights relating to intangible property including trademarks, service marks and applications thereto for, trade names and packaging and all goodwill associated with the same; and (vi) all rights to ▇▇▇ for any infringement of any of the foregoing rights and the right to all income, royalties, damages and payments with respect to any of the foregoing rights. The Employee also hereby forever waives and agrees never to assert any and all Moral Rights the Employee may have in or with respect to any Inventions. even alter termination of employment on Confidential Information behalf of the Company. “Moral Rights” means any right to claim authorship of a work. any right to object to any distortion or other modification of a work, and any similar right. existing under the law of any country in the world, or under any treaty. The Employee further acknowledges and agrees that all copyrightable works included in the Inventions shall be “works made for hire” within the meaning or the Copyright Act of 1976, as amended (collectively 17 U.S.C. §IOI) (the “InventionsAct”), and all intellectual property rights therein. I will promptly make full written disclosure to an officer of the Company of any Inventions I create, make, conceive or reduce to practice, solely or jointly. I also waive all claims to moral rights in any Inventions. I acknowledge and agree that any and all patents, patent applications or other intellectual property rights relating to the Inventions are the exclusive property of the Company.
b. I agree to cooperate fully with the Company, both during and after my employment (or consultancy) with or by the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Works and/or Inventions. I agree to execute and deliver all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable to protect its rights and interests in any Works and/or Inventions. I further agree that if the Company is unable, after reasonable effort, to secure my signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as my agent and attorney-in-fact, and I hereby irrevocably designate and appoint each officer the “author” within the meaning of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable to protect its rights and interests in any Works and/or Inventions, under the conditions described in this sentenceAct.
c. I understand that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention which qualifies fully under the provisions of California Labor Code Section 2870 (attached as Exhibit B). I will advise the Company promptly in writing of any inventions that I believe meet the criteria in California Labor Code Section 2870 and are not otherwise disclosed on Exhibit A and such disclosed inventions shall be received by the Company in confidence pursuant to Labor Code section 2871.
Appears in 1 contract
Ownership of Inventions. a. I hereby irrevocably assign and agree to assign to the Company my entire rightrights, title and interest interests in any idea, invention, modification, design, program code, software, documentation, formula, data, know how, technique, process, method, device, discovery, improvement, developments, or works of authorship, and all related patents, patent applications, copyrights and copyright applications, whether patentable or not, authored, created, made, conceived or reduced to practicepractice during the term of my employment or consultancy with or by the Company, solely or jointly by me, whether or not during normal working hours or on my own time, whether or not using my own equipment, on the premises of the Company or elsewhere, or after termination of my employment (or consultancy) with or by the Company, that (i) is authored, created, made, conceived or reduced to practice using the Company’s facilities, supplies, information, trade secrets or time; (ii) relates directly or indirectly to involves or arises out of the actual or proposed business, including without limitation the research and development activities, of the Company; (iii) relates directly or indirectly to involves or arises out of any task assigned to me or work I perform for the Company and/or (iv) is based on Confidential Information (collectively “Inventions”), and all intellectual property rights therein. I will promptly make full written disclosure to an officer of the Company of any Inventions I create, make, conceive or reduce to practice, solely or jointly. I also waive all claims to moral rights in any Inventions. I acknowledge and agree that any and all patents, patent applications or other intellectual property rights relating to the Inventions are the exclusive property of the Company.
b. I agree to cooperate fully with the Company, both during and after my employment (or consultancy) with or by the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Works and/or Inventions. I agree to execute and deliver all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable to protect its rights and interests in any Works and/or Inventions. I further agree that if the Company is unable, after reasonable effort, to secure my signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as my agent and attorney-in-fact, and I hereby irrevocably designate and appoint each officer of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all only those actions as the Company may deem necessary or desirable to protect its rights and interests in any Works and/or Inventions, under the conditions described in this sentence.
c. I understand that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention which qualifies fully under the provisions of California Labor Code Section 2870 (attached as Exhibit B). I will advise the Company promptly in writing of any inventions that I believe meet the criteria in California Labor Code Section 2870 and are not otherwise disclosed on Exhibit A and such disclosed inventions shall be received by the Company in confidence pursuant to Labor Code section 2871.
Appears in 1 contract
Ownership of Inventions. a. I hereby irrevocably assign and agree to assign to the Company Cvent my entire right, title and interest in any idea, invention, modification, design, program code, software, documentation, formula, data, know how, technique, process, method, device, discovery, discovery or improvement, developments, or works of authorship, and all related patents, patent applications, copyrights and copyright applications, whether patentable or not, authored, created, made, made or conceived or reduced to practice, solely or jointly by me, whether me while I am employed or not during normal working hours or on my own engaged by Cvent that (a) is created using Cvent's time, whether or not using my own equipmentmaterials, on the premises of the Company or elsewhereemployees, or after termination of my employment (or consultancy) with or by the Company, that (i) is authored, created, made, conceived or reduced to practice using the Company’s facilities, supplies, information, or trade secrets or timesecrets; (iib) relates directly or indirectly to or arises out of the actual or proposed anticipated business, including without limitation the research and development activities, of the CompanyCvent; or (iiic) relates directly or indirectly to or arises out of any task assigned to me or work I perform for the Company and/or (iv) is based on Confidential Information Cvent (collectively “"Inventions”"), and all intellectual property rights therein. I will promptly make full written disclosure to an officer of the Company Cvent of any Inventions I create, make, conceive or reduce to practice, solely or jointlydevelop. I also waive all claims will, upon request, promptly execute a specific assignment of title to moral Cvent and do anything else reasonably necessary to enable Cvent or its designee to secure patent, trade secret or any other proprietary rights in any Inventions. I acknowledge and agree that any and all patents, patent applications or other intellectual property rights relating to the Inventions are the exclusive property of the Company.
b. I agree to cooperate fully with the Company, both during and after my employment (or consultancy) with or by the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both protection in the United States and foreign countries) relating to Works and/or Inventions, whether during or after the term of this Agreement. I agree to execute and deliver all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which In the Company may deem necessary or desirable to protect its rights and interests in event that the Cvent is unable for any Works and/or Inventions. I further agree that if the Company is unable, after reasonable effort, reason to secure my signature on to any such papersdocument required to file, prosecute, register or memorialize the ownership and/or assignment of any executive officer of the Company shall be entitled to execute any such papers as my agent and attorney-in-factInvention, and I hereby irrevocably designate and appoint each officer of the Company Cvent’s duly authorized officers and agents as my agent agents and attorneyattorneys-in-fact to execute any such papers act for and on my behalfbehalf and stead to (i) execute, file, prosecute, register and/or memorialize the assignment and/or ownership of any Invention; (ii) to execute and file any documentation required for such enforcement and (iii) do all other lawfully permitted acts to further the filing, prosecution, registration, memorialization of assignment and/or ownership of, issuance of and enforcement of any Inventions, all with the same legal force and effect as if executed by me.
a. I acknowledge that I am not entitled to use the Inventions for my own benefit or the benefit of anyone except Cvent without written permission from Cvent, and then only subject to take the terms of such permission. I further agree that I will communicate to Cvent, as directed by Cvent, any facts known to me and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionals, continuations, continuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications and all actions as other instruments or papers to carry into full force and effect, the Company may deem necessary assignment, transfer and conveyance hereby made or desirable to protect its rights be made and interests in any Works and/or Inventions, under generally do everything possible for title to the conditions described in this sentence.
c. I understand that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention which qualifies fully under the provisions of California Labor Code Section 2870 (attached be clearly and exclusively held by Cvent as Exhibit B). I will advise the Company promptly in writing of any inventions that I believe meet the criteria in California Labor Code Section 2870 and are not otherwise disclosed on Exhibit A and such disclosed inventions shall be received directed by the Company in confidence pursuant to Labor Code section 2871Cvent.
Appears in 1 contract
Ownership of Inventions. a. I hereby irrevocably assign and agree With respect to assign to the Company my entire right, title and interest in any idea, invention, modification, design, program code, software, documentation, formula, data, know how, technique, process, method, device, discovery, improvement, developments, or works of authorship, and all related patentsinventions, patent applicationsdiscoveries, copyrights and copyright applicationsconceptions, whether patentable or not, authored, ideas and/or improvements created, made, conceived or reduced developed by me (whether alone or in combination with others) at any time during my employment by the Company (the “Inventions”):
(a) I agree to practice, solely or jointly by mepromptly disclose the details of each such Invention to an authorized representative of the Company and provide such representative with all information in my possession relative thereto including all possible applications for such Inventions;
(b) All such Inventions, whether or not during normal working hours patented or on my own timepatentable, whether or not using my own equipment, on shall be deemed the premises of the Company or elsewhere, or after termination of my employment (or consultancy) with or by the Company, that (i) is authored, created, made, conceived or reduced to practice using the Company’s facilities, supplies, information, trade secrets or time; (ii) relates directly or indirectly to or arises out of the actual or proposed business, including without limitation the research sole and development activities, of the Company; (iii) relates directly or indirectly to or arises out of any task assigned to me or work I perform for the Company and/or (iv) is based on Confidential Information (collectively “Inventions”), and all intellectual property rights therein. I will promptly make full written disclosure to an officer of the Company of any Inventions I create, make, conceive or reduce to practice, solely or jointly. I also waive all claims to moral rights in any Inventions. I acknowledge and agree that any and all patents, patent applications or other intellectual property rights relating to the Inventions are the exclusive property of the Company.
b. I agree to cooperate fully with the Company, both during and after my employment (or consultancy) with or by the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Works and/or Inventions. ; I agree to execute any and deliver all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, documents which the Company may deem deems necessary to transfer or desirable assign such rights to protect its rights and interests in any Works and/or Inventions. I further agree that if the Company is unable, after reasonable effort, to secure my signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as my agent and attorney-in-factCompany, and I hereby irrevocably designate do assign my entire right, title, and appoint interest in each officer of the Company as my agent and attorney-in-fact Inventions to the Company;
(c) I agree, at no cost to the Company, to execute any such papers on my behalf, and to take any and all actions as documents which the Company may deem deems necessary or desirable to protect obtain, maintain and/or enforce its rights and interests in such Inventions including, but not limited to, any Works and/or Inventionspatent applications which the Company elects to file in all countries in the world and, under the conditions described in this sentence.
c. I understand that the provisions of this Agreement requiring assignment of Inventions at no cost to the Company, to fully cooperate with the Company do in the obtaining, maintaining and enforcement of any intellectual property protection sought or obtained for such Inventions including providing any testimony required to obtain, maintain and/or enforce such rights; and
(d) I will not file any patent applications relating to such Inventions without first obtaining an express release from a duly authorized representative of the Company. This Paragraph 2 does not apply to any invention which Invention that qualifies fully under the provisions of California Labor Code Section 2870 (attached as Exhibit B). I will advise § 2870, which states: Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the Company promptly in writing of any employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that I believe meet either: (1) Relate at the criteria in time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the employee for the employer. Notwithstanding California Labor Code Section 2870 § 2870, I agree to promptly and are not otherwise disclosed on Exhibit A and such disclosed inventions shall be received by confidentially disclose the details of each Invention to an authorized representative of the Company in confidence pursuant to so that the Company can determine who owns the Invention as permitted under California Labor Code section § 2871.
Appears in 1 contract
Sources: Employment Agreement
Ownership of Inventions. a. I hereby irrevocably assign and agree to assign to the Company my entire right, title and interest in any idea, invention, modification, design, program code, software, documentation, formula, data, know how, technique, process, method, device, discovery, improvement, developments, or works of authorship, and all related patents, patent applications, copyrights and copyright applications, whether patentable or not, authored, created, made, conceived or reduced to practice, solely or jointly by me, whether or not during normal working hours or on my own time, whether or not using my own equipment, on the premises of the Company or elsewhere, or after termination of my employment (or consultancy) with or by the Company, that (i) is authored, created, made, conceived or reduced to practice using the Company’s facilities, supplies, information, trade secrets or time; (ii) relates directly or indirectly to or arises out of the actual or proposed business, including without limitation the research and development activities, of the Company; (iii) relates directly or indirectly to or arises out of any task assigned to me or work I perform for the Company and/or (iv) is based on Confidential Information (collectively “Inventions”), and all intellectual property rights therein. I will promptly make full written disclosure to an officer of the Company of any Inventions I create, make, conceive or reduce to practice, solely or jointly. I also waive all claims to moral rights in any Inventions. I acknowledge and agree that any and all patents, patent applications or other intellectual property rights relating to the All Inventions are the exclusive property of the Company.
b. I agree to cooperate fully with the Company, both during and after my employment (or consultancy) with or by the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Works and/or InventionsOmnicare. I agree to assist Omnicare, at its expense, to obtain patents or other applicable legal protections on such patentable Inventions, and agree to execute all documents necessary to obtain such protections in the name of Omnicare.
(a) Omnicare shall have a right of first refusal for an exclusive license to all ideas, suggestions, inventions, trademarks, business plans, improvements, variations, modifications, substitutes, and deliver other developments or improvements conceived by me, alone or with others, outside of work hours, while I am employed by Omnicare, that are within the scope of Omnicare’s Business or that relate to Omnicare work or projects. If, through good faith negotiations, Omnicare and I cannot agree on the terms of such license, I may, free from any obligation or liability, develop or license the idea, invention, trademark, or other development or improvement as I choose.
(b) I will disclose to Omnicare all papersInventions that I develop or conceive, includingalone or with others, without limitationduring working hours and/or during the course of my employment with Omnicare, that are within the scope of Omnicare’s Business or that relate to any Omnicare work or projects. I agree to provide disclosure in the form of sketches, drawings, devices, models, written descriptions or orally, as may be requested by Omnicare.
(c) I assign to Omnicare my entire right, title, and interest in and to any and all Inventions, including all patent, copyright applications, and trademark and patent applications, declarations, oaths, formal assignments, assignments of priority rights, copyright and powers of attorney, which the Company may trademark application rights relating to them. I further agree to execute any documents Omnicare shall deem necessary or desirable for the transfer of rights to protect its it, or for the preparation, filing, prosecution and procuring of patent applications, trademark or trade name applications or copyright registrations.
(d) I shall assist Omnicare in the prosecution or defense of any action or proceeding related to or arising from the rights and interests obligations set forth in any Works and/or Inventions. I further agree that if the Company is unablethis Paragraph 9, after reasonable effortincluding, to secure my signature on any such papersbut not limited to, any executive officer of the Company shall be entitled to execute any such papers as my agent and attorney-in-facttestifying, reviewing documents, and I hereby irrevocably designate consulting with Omnicare and appoint each officer of the Company its counsel at such times and locations as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable to protect its rights and interests in any Works and/or Inventions, under the conditions described in this sentencebe requested.
c. (e) I understand that Omnicare will reimburse me for all reasonable out-of-pocket costs incurred by me in performing the provisions obligations of this Agreement requiring Paragraph 9 at the direction of or with the prior consent of Omnicare, including, but not limited to, the preparation of documents, drawings, models and plans, transfer and assignment of Inventions to the Company do not apply to any invention which qualifies fully under the provisions of California Labor Code Section 2870 (attached as Exhibit B). I will advise the Company promptly in writing of any inventions that I believe meet the criteria in California Labor Code Section 2870 improvements, inventions, and are not otherwise disclosed on Exhibit A and such disclosed inventions shall be received by the Company in confidence pursuant to Labor Code section 2871other discoveries described above.
Appears in 1 contract
Sources: Separation and General Release Agreement (Omnicare Inc)