Intellectual Property Rights Clause Example with 17 Variations from Business Contracts

This page contains Intellectual Property Rights clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive's services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of autho...rship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, "Inventions"), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright and other intellectual property rights (collectively, "Proprietary Rights") of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive's right, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company's sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company's exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and/or patent applications or assignments. To the extent Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 8(b) is subject to and shall not be deemed to limit, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the 11 Company's being Executive's employer. Executive further agrees that, from time to time, as may be requested by the Company and at the Company's sole cost and expense, Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. Executive shall execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify and deliver assignments of such Proprietary Rights to the Company or its designees. Executive's obligations under this Section 8 shall continue beyond the termination of Executive's employment with the Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. View More
Found in HEMISPHERE MEDIA GROUP, INC. contract

Variations of a "Intellectual Property Rights" Clause from Business Contracts

Intellectual Property Rights. (a) Executive Advisor agrees that any and all ideas, inventions, discoveries, improvements, know-how and techniques that Advisor first conceives, reduces to practice or develops during the results term of the Agreement, alone or in conjunction with others, in the course of or as a direct result of performing the Services under this Agreement (collectively, the "Inventions") shall be the sole and proceeds exclusive property of Executive's services the Company. For purposes of copyright laws of th...e United States, all Inventions will constitute works made for hire, except to the extent such Inventions cannot by law be works made for hire. Advisor agrees that Advisor will not use any facilities or resources of the Organization to perform the Services or to otherwise perform the Services in a way that would give rise to any claim or right of the Organization to any Inventions. Advisor hereby waives for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee benefit of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, "Inventions"), shall be works-made-for-hire its successors and the Company shall be deemed the sole owner throughout the universe of assigns any and all trade secret, patent, copyright and other intellectual property moral rights (collectively, "Proprietary Rights") in respect of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right any Inventions. (b) Advisor agrees to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue disclose all Inventions promptly to the Company under the immediately preceding sentence, then Executive and hereby irrevocably assigns assigns, and agrees to assign any and all of Executive's assign, to the Company Advisor's entire right, title and interest thereto, including any in and to all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, to the Company, and Inventions. Advisor hereby designates the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly as Advisor's agent, and fully disclose grants to the Company a power of attorney with full power of substitution, which power of attorney shall be deemed coupled with an interest, solely for the purpose of effecting the foregoing assignments from the Advisor to the Company. Advisor will make and maintain adequate and current written records of all information known Inventions, which records will be available and will remain the property of the Company at all times. (c) During the term of this Agreement and at all times thereafter, Advisor further agrees to Executive concerning execute and deliver all applications, assignments or other instruments and will perform all such Invention. (b) Executive agrees that, from time to time, lawful acts as may be reasonably requested by the Company and at in order for the Company to establish the Company's sole cost ownership of all Inventions and expense, Executive shall do any to cooperate and all things that provide reasonable assistance (at Company's expense) to the Company may reasonably deem useful or desirable to establish or document the Company's exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and/or patent applications or assignments. To the extent Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 8(b) is subject to and shall not be deemed to limit, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the 11 Company's being Executive's employer. Executive further agrees that, from time to time, as may be requested by the Company and at the Company's sole cost and expense, Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights United States and foreign patents, copyrights, and other rights and protections claiming, covering or relating to the Inventions in any and all countries. Executive shall execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as countries, including, without limitation, testifying in any suit or proceeding involving the same. In the event the Company is unable after reasonable effort 5 to obtain Advisor's signature on any document which Advisor may reasonably request be required to sign pursuant to this Section 6(c), whether because of Advisor's physical or mental incapacity or for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify and deliver assignments any other reason, Advisor hereby irrevocably appoints each manager of such Proprietary Rights to the Company or its designees. Executive's obligations under this Section 8 shall continue beyond (in office at the termination of Executive's employment with the Company. (c) Executive hereby waives and quitclaims time) as Advisor's attorney in fact to execute any such document on Advisor's behalf. (d) Advisor agrees to submit to the Company any and all claims, of any nature whatsoever, proposed publication that Executive now or may hereafter have for infringement of contains any Proprietary Rights assigned hereunder Information, Third Party Information, Inventions or work performed by Advisor for the Company hereunder. Advisor further agrees that no such publication shall be made without the prior written consent of the Company, which consent shall not be unreasonably withheld. (e) Advisor will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by Advisor or any third party (including the Organization) into any Invention without the Company's prior written permission. Notwithstanding the foregoing, if Advisor incorporates into any Invention any proprietary information or other intellectual property owned by Advisor or in which Advisor has an interest and with respect to which Advisor has the right and power to grant a license to the Company. Company, Advisor hereby grants, and to the extent any such grant cannot be made at the present, agrees to grant to the Company a non-exclusive, royalty-free, irrevocable, perpetual, transferable worldwide license, with the right to grant sublicenses through multiple tiers, under all intellectual property rights, to make, use, refrain from using, sell, offer for sale, import, modify, delete, add to, reproduce, create derivative works based upon, distribute, perform, display or otherwise exploit in any way, such proprietary information or other intellectual property, in whole or in part, by any means, not known or later developed, in all languages for the sole purposes of researching, developing, making, using selling, importing and otherwise exploiting such Invention in which such proprietary information or other intellectual property was incorporated. (f) The terms of this Section 6 and this Agreement are subject to Advisor's obligations under the Stanford Research Policies Handbook (https://doresearch.stanford.edu/policies/research-policy-handbook). View More
Found in Graphite Bio, Inc. contract
Intellectual Property Rights. (a) Executive Advisor agrees that any and all ideas, inventions, discoveries, improvements, know-how and techniques that Advisor first conceives, reduces to practice or develops during the results term of the Agreement, alone or in conjunction with others, in the course of or as a direct result of performing the Services under this Agreement (collectively, the "Inventions") shall be the sole and proceeds exclusive property of Executive's services the Company. For purposes of copyright laws of th...e United States, all Inventions will constitute works made for hire, except to the extent such Inventions cannot by law be works made for hire. Advisor agrees that Advisor will not use any facilities or resources of the Organization to perform the Services or to otherwise perform the Services in a way that would give rise to any claim or right of the Organization to any Inventions. Advisor hereby waives for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee benefit of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, "Inventions"), shall be works-made-for-hire its successors and the Company shall be deemed the sole owner throughout the universe of assigns any and all trade secret, patent, copyright and other intellectual property moral rights (collectively, "Proprietary Rights") in respect of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right any Inventions. (b) Advisor agrees to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue disclose all Inventions promptly to the Company under the immediately preceding sentence, then Executive and hereby irrevocably assigns assigns, and agrees to assign any and all of Executive's assign, to the Company Advisor's entire right, title and interest thereto, including any in and to all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, to the Company, and Inventions. Advisor hereby designates the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly as Advisor's agent, and fully disclose grants to the Company a power of attorney with full power of substitution, which power of attorney shall be deemed coupled with an interest, solely for the purpose of effecting the foregoing assignments from the Advisor to the Company. Advisor will make and maintain adequate and current written records of all information known Inventions, which records will be available and will remain the property of the Company at all times. (c) During the term of this Agreement and at all times thereafter, Advisor further agrees to Executive concerning execute and deliver all applications, assignments or other instruments and will perform all such Invention. (b) Executive agrees that, from time to time, lawful acts as may be reasonably requested by the Company and at in order for the Company to establish the Company's sole cost ownership of all Inventions and expense, Executive shall do any to cooperate and all things that provide reasonable assistance (at Company's expense) to the Company may reasonably deem useful or desirable to establish or document the Company's exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and/or patent applications or assignments. To the extent Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 8(b) is subject to and shall not be deemed to limit, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the 11 Company's being Executive's employer. Executive further agrees that, from time to time, as may be requested by the Company and at the Company's sole cost and expense, Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights United States and foreign patents, copyrights, and other rights and protections claiming, covering or relating to the Inventions in any and all countries. Executive shall execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as countries, including, without limitation, testifying in any suit or proceeding involving the same. In the event the Company is unable after reasonable effort to obtain Advisor's signature on any document which Advisor may reasonably request be required to sign pursuant to this Section 6(c), whether because of Advisor's physical or mental incapacity or for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify and deliver assignments any other reason, Advisor hereby irrevocably appoints each manager of such Proprietary Rights to the Company or its designees. Executive's obligations under this Section 8 shall continue beyond (in office at the termination of Executive's employment with the Company. (c) Executive hereby waives and quitclaims time) as Advisor's attorney in fact to execute any such document on Advisor's behalf. (d) Advisor agrees to submit to the Company any and all claims, of any nature whatsoever, proposed publication that Executive now or may hereafter have for infringement of contains any Proprietary Rights assigned hereunder Information, Third Party Information, Inventions or work performed by Advisor for the Company hereunder. Advisor further agrees that no such publication shall be made without the prior written consent of the Company, which consent shall not be unreasonably withheld. 5 (e) Advisor will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by Advisor or any third party (including the Organization) into any Invention without the Company's prior written permission. Notwithstanding the foregoing, if Advisor incorporates into any Invention any proprietary information or other intellectual property owned by Advisor or in which Advisor has an interest and with respect to which Advisor has the right and power to grant a license to the Company. Company, Advisor hereby grants, and to the extent any such grant cannot be made at the present, agrees to grant to the Company a non-exclusive, royalty-free, irrevocable, perpetual, transferable worldwide license, with the right to grant sublicenses through multiple tiers, under all intellectual property rights, to make, use, refrain from using, sell, offer for sale, import, modify, delete, add to, reproduce, create derivative works based upon, distribute, perform, display or otherwise exploit in any way, such proprietary information or other intellectual property, in whole or in part, by any means, not known or later developed, in all languages for the sole purposes of researching, developing, making, using selling, importing and otherwise exploiting such Invention in which such proprietary information or other intellectual property was incorporated. (f) The terms of this Section 6 and this Agreement are subject to Advisor's obligations under the Stanford Research Policies Handbook (https://doresearch.stanford.edu/policies/research-policy-handbook). View More
Found in Graphite Bio, Inc. contract
Intellectual Property Rights. (a) Executive Consultant has attached hereto, as Exhibit C, a list describing all inventions, original works of authorship, developments, improvements, and trade secrets that were made by Consultant prior to the date hereof, that belong to Consultant and that relate to Company's proposed business and products, and that are not assigned to Company; or, if such list is not attached or is left blank, Consultant represents that there are no such inventions. All Confidential Information shall remain ...the property of Company and no license or other right to such information is granted or implied hereby. The Services and all Confidential Information developed in connection therewith shall be the sole and exclusive property of Company. In the event such Services or Confidential Information developed in connection therewith is deemed not to be the property of Company, Consultant hereby assigns all rights thereto to Company and hereby agrees to sign all instruments reasonably necessary in the opinion of Company to eliminate any ambiguity as to ownership by Company. (b) Further Assurances. Consultant agrees that all ideas, techniques, inventions, systems, formulae, business and/or marketing plans, projections or analyses, discoveries, technical information, programs, prototypes, and similar developments, improvements, or creations developed, conceived, created, discovered, made, written, or obtained by Consultant in the results course of or as the result, direct or indirect, of the performance of Consultant's duties hereunder (hereinafter called "Developments"), and proceeds of Executive's services for the Company (including, all related intellectual property rights, including but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, matters of a literary, musical, dramatic or otherwise creative nature, to writings and other works of authorship) resulting from services performed while an employee authorship, United States, and/or foreign letters, patents, maskworks, copyright or trademark registrations, and/or other forms of protection thereof, shall be and remain the property of Company, its parents, affiliates, or subsidiaries. Consultant further agrees to assign (or cause to be assigned) and does hereby assign fully to Company all such Developments and any works in progress, whether copyrights, patents, maskwork rights, or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, "Inventions"), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright and other intellectual property rights (collectively, "Proprietary Rights") of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with relating thereto. Consultant, insofar as Consultant has the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment do so, agrees that Consultant will execute or cause to Executive whatsoever. If, for any reason, any of be executed such results United States and/or foreign letters, patents, maskworks, copyright or trademark registrations, and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns other documents and agrees to assign any agreements and all of Executive's right, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning take such Invention. (b) Executive agrees that, from time to time, other action as may be requested desirable in the opinion of Company to enable intellectual property, copyright, and/or other forms of protection for Developments to be obtained, maintained, renewed, preserved, and protected throughout the world by or on behalf of Company. (c) Pre-Existing Materials. Consultant agrees that, if in the course of performing the Services, Consultant incorporates into any invention developed hereunder any invention, improvement, development, concept, discovery, or other proprietary information owned by Consultant or in which Consultant has an interest, (i) Consultant shall inform Company, in writing, before incorporating such invention, improvement, development, concept, discovery, or other proprietary information into any invention; and (ii) Company is hereby granted and at shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, use, and sell such item as part of or in connection with such invention. Consultant shall not incorporate any invention, improvement, development, concept, discovery, or other proprietary information owned by any third party into any invention without Company's prior written permission. 4 6. NONSOLICITATION Consultant agrees that during the Company's sole cost term of this Agreement and expense, Executive shall do for a period of one (1) year after the termination of this Agreement, in any and all things that the Company may reasonably deem useful or desirable to establish or document the Company's exclusive ownership throughout State in the United States of America in which Company does business, or any other country of any and all Proprietary Rights equivalent geographical subdivision in any such Inventions, including the execution foreign jurisdiction in which Company does business, Consultant will not solicit or induce employees of appropriate copyright and/or patent applications or assignments. To the extent Executive has Company to terminate their employment with Company. Consultant will not at any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement time solicit customers of such Proprietary Rights. This Section 8(b) is subject to and shall not be deemed to limit, restrict or constitute any waiver by the Company of based upon or using any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the 11 Company's being Executive's employer. Executive further agrees that, from time to time, as may be requested by trade secrets within the Company and at the Company's sole cost and expense, Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. Executive shall execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify and deliver assignments meaning of such Proprietary Rights to the Company Texas or its designees. Executive's obligations under this Section 8 shall continue beyond the termination of Executive's employment with the Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. federal law. View More
Found in PEDEVCO CORP contract
Intellectual Property Rights. (a) Executive agrees that The Company is and shall be, the sole and exclusive owner of all right, title and interest throughout the world in and to all the results and proceeds of Executive's services for the Company (including, Services performed under this Agreement, including but not limited to, to any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks or trade secrets, products, services, processes, know-how, design...s, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived or reduced to practice or learned by Executive, either alone or jointly with others other laws, and any deliverables set out on a Work Order (collectively, "Inventions"), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and "Work Product"), including all patents, copyrights, trademarks, trade secret, patent, copyright secrets and other intellectual property rights (collectively, "Proprietary (collectively "Intellectual Property Rights") of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with therein. Consultant agrees that the right to use Work Product is hereby deemed a "work made for hire" as defined in 17 U.S.C. § 101 for the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. Company. If, for any reason, any of such results and proceeds shall the Work Product does not legally be constitute a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive "work made for hire," Consultant hereby irrevocably assigns and agrees to assign any and Company, in each case without additional consideration, all of Executive's right, title and interest thereto, throughout the world in and to the Work Product, including all Intellectual Property Rights therein. 4.2 Moral Rights. Any assignment of copyrights under this Agreement includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as "moral rights" (collectively, "Moral Rights"). Consultant hereby irrevocably waives, to the extent permitted by applicable law, any and all Proprietary claims it may now or hereafter have in any jurisdiction to any Moral Rights with respect to the Work Product. 4.3 Disclosure. Consultant shall make full and prompt disclosure to Company of whatsoever nature therein, any Work Product, including but not limited to, any inventions or processes, as such terms are defined in 35 U.S.C. § 100 (the "Patent Act"), made or conceived by Consultant alone or with others during the term, whether or not now such inventions or hereafter known, existing, contemplated, recognized processes are patentable or developed, to protected as trade secrets and whether or not such inventions or processes are made or conceived during normal working hours or on the Company, and premises of the Company Company. Consultant shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As not disclose to any Invention that Executive is required to assign, Executive third party the nature or details of any Work Product without the prior written consent of Company. 4.4 Instruments. Upon Company's request, Consultant shall promptly take such further actions, including execution and fully disclose to the Company delivery of all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, appropriate instruments of conveyance, as may be requested necessary to assist Company to prosecute, register, perfect, record or enforce its rights in any Work Product. In the event Company is unable, after reasonable effort, to obtain Consultant's signature on any such documents, Consultant hereby irrevocably designates and appoints Company as its agent and attorney-in-fact, to act for and on its behalf solely to execute and file any such application or other document and do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights or other intellectual property protected related to the Work Product with the same legal force and effect as if Consultant had executed them. Consultant agrees that this power of attorney is coupled with an interest. 4 Exhibit 10.1 4.5 Use of Work Product. Consultant has no right or license to use, publish, reproduce, prepare derivative works based upon, distribute, perform, or display any Work Product. Consultant has no right or license to use Company's trademarks, service marks, trade names, trade names, logos, symbols or brand names. If any inventions, discoveries, developments, innovations or other work product conceived by the Company and at Consultant prior to the Company's sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful term of this Agreement are utilized by Consultant in performing Services under this Agreement or desirable to establish or document the Company's exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any Work Product, then Consultant hereby grants to Company a perpetual, irrevocable, fully paid up license to use any such Inventions, including the execution of appropriate copyright and/or patent applications or assignments. To the extent Executive has any Proprietary Rights in the Inventions that cannot Work Product. The foregoing license is non-exclusive and may be assigned by Company without Consultant's prior written approval. 4.6 Employees. Consultant shall require each of its employees and agents to execute written agreements securing for Company the rights provided for in the manner described above, Executive unconditionally and irrevocably waives the enforcement of this Article prior to such Proprietary Rights. This Section 8(b) is subject to and shall not be deemed to limit, restrict employee or constitute agent providing any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the 11 Company's being Executive's employer. Executive further agrees that, from time to time, as may be requested by the Company and at the Company's sole cost and expense, Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. Executive shall execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify and deliver assignments of such Proprietary Rights to the Company or its designees. Executive's obligations Services under this Section 8 shall continue beyond the termination of Executive's employment with the Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. Agreement. View More
Found in Sanchez Energy Corp contract
Intellectual Property Rights. (a) Executive Advisor agrees that the results any and proceeds of Executive's services for the Company (including, but not limited to, any all inventions, trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, data, programs, matters of a literary, musical, dramatic or otherwise creative nature,... writings and other works of authorship) resulting from services performed while an employee of the Company authorship, know-how, improvements, processes, discoveries, designs, techniques, and any works in progress, related information (collectively, "Inventions"), whether or not patentable or registrable under copyright copyrightable, that the Advisor conceives or similar statutes, that were made, developed, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, "Inventions"), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe perfects: (1) as part of any and all trade secret, patent, copyright and other intellectual property rights (collectively, "Proprietary Rights") of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, performing Services for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under this Agreement or (2) using the immediately preceding sentence, then Executive Company's Confidential Information (collectively, the "Company Work Product") shall be the sole and exclusive property of the Company. Advisor hereby irrevocably assigns and agrees to assign any and all of Executive's to the Company his or her entire right, title and interest thereto, interest, including all intellectual-property rights, in and to such Company Work Product. (b) Advisor agrees to execute, when requested, any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined documents deemed reasonably necessary by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to carry out the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company's sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company's exclusive ownership throughout the United States purposes of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and/or patent applications or assignments. To the extent Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 8(b) is subject to and shall not be deemed to limit, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the 11 Company's being Executive's employer. Executive this Agreement. Advisor further agrees that, from time to time, as may be requested by the Company and at the Company's sole cost and expense, Executive shall assist the Company in every proper and lawful way to obtain obtain, and from time to time enforce Proprietary Rights enforce, United States and foreign patent and other intellectual property rights relating to Inventions in any Company Work Product including executing, verifying and all countries. Executive shall execute, verify and deliver delivering such documents and perform performing such other acts (including appearances as a witness) as the Company may reasonably request for use from time to time in applying for, obtaining, perfecting, evidencing, sustaining, defending, and enforcing such Proprietary Rights rights and the assignment thereof. In addition, Executive shall execute, verify and deliver assignments of such Proprietary Rights Advisor's obligation to assist the Company or its designees. Executive's obligations under this Section 8 as described herein shall continue beyond the termination of Executive's employment this Agreement, provided that the Company shall compensate Advisor at a reasonable rate after termination of this Agreement for time Advisor actually spends performing the obligations described herein. -2- CONFIDENTIAL (c) If the Company is unable, after reasonable effort, to secure Advisor's signature on any document needed to apply for, obtain, perfect, sustain, defend, or enforce any patents or other intellectual property rights relating to Company Work Product, Advisor hereby designates and appoints the Company and its duly authorized officers and agents as his or her agent and attorney in fact, with full power of substitution, to execute, verify and file applications and to do all other lawfully permitted acts necessary to apply for, obtain, perfect, sustain, defend, or enforce such rights with the Company. (c) Executive hereby waives same legal force and quitclaims effect as if executed by Advisor. Such power of attorney shall be deemed coupled with an interest. (d) Advisor agrees to submit to the Company any and all claims, of proposed publication that contains any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder discussion relating to the Company, Confidential Information, Inventions, Company Work Product or work performed by Advisor for the Company hereunder. Advisor further agrees that no such publication shall be made without the prior written consent of the Company. View More
Found in 2 Contracts from Point Capital, Inc.
Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive's services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of autho...rship) resulting from services performed while an employee of 5.1As between the Company and yourself, you agree that all right, title, and interest in and to any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived and all copyrightable material, notes, records, drawings, designs, logos, inventions, improvements, developments, discoveries, ideas and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by you, solely or learned by Executive, either alone in collaboration with others, during the period of time you are a consultant to the Company, or jointly with others (collectively, "Inventions"), shall be works-made-for-hire the use of Company's equipment, supplies, facilities, or Company Confidential Information, and the Company shall be deemed the sole owner throughout the universe of any and all copyrights, patents, trade secret, patent, copyright and secrets, mask work rights or other intellectual property rights relating to the foregoing, except as provided in Section 5.7 below (collectively, "Proprietary Rights") "Inventions"), are the sole property of whatsoever nature therein, whether the Company. 5.2You will inform the Company, in writing, before incorporating any inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or not now intellectual property rights owned by you or hereafter known, existing, contemplated, recognized in which you have an interest prior to, or developed, separate from, your consulting with the Company, including, without limitation, any such inventions that meet the criteria set forth herein under Section 5.7 ("Prior Inventions") into any Invention or otherwise utilizing any Prior Invention in the course of your consulting with the Company; and the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license (with the right to use the same grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such incorporated or utilized Prior Inventions, without restriction, including, without limitation, as part of, or in perpetuity in connection with, such Invention, and to practice any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue method related thereto. 5.3Any assignment to the Company under of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the immediately preceding sentence, then Executive hereby irrevocably assigns world that may be known as or referred to as "moral rights," "artist's rights," "droit moral," or the like (collectively, "Moral Rights"). 5.4You agree to keep and agrees maintain adequate, current, accurate, and authentic written records of all Inventions made by you (solely or jointly with others) during the Term. 5.5You agree to assign any and all of Executive's right, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, to assist the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and or its designee, at the Company's sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company's exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and/or patent applications or assignments. To the extent Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 8(b) is subject to and shall not be deemed to limit, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the 11 Company's being Executive's employer. Executive further agrees that, from time to time, as may be requested by the Company and at the Company's sole cost and expense, Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to secure the Company's rights in the Inventions in any and all countries. Executive shall execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as countries, including the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify and deliver assignments of such Proprietary Rights disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, and all other instruments that the Company shall deem proper or necessary in order to apply for, register, obtain, maintain, defend, and enforce such rights, and in order to deliver, assign and convey to the Company, its designees. Executive's obligations under this Section 8 shall continue beyond successors, assigns, and nominees the termination sole and exclusive rights, title, and interest in and to all Inventions, and testifying in a suit or other proceeding relating to such Inventions. 5.6You agree that, if the Company is unable because of Executive's employment your unavailability, mental or physical incapacity, or for any other reason to secure your signature with respect to any Inventions, including, without limitation, for the Company. (c) Executive hereby waives and quitclaims purpose of applying for or pursuing any application for any United States or foreign patents or mask work or copyright registrations covering the Inventions assigned to the Company in Section 5.1, then you hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as your agent and attorney-in-fact, to act for and on your behalf to execute and file any papers and oaths, and to do all claims, other lawfully permitted acts with respect to such Inventions to further the prosecution and issuance of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to patents, copyright and mask work registrations with the Company. same legal force and effect as if executed by you. 5.7YOU UNDERSTAND THAT THE PROVISIONS OF THIS AGREEMENT REQUIRING ASSIGNMENT OF INVENTIONS (AS DEFINED UNDER SECTION 5.1 ABOVE) TO THE COMPANY DO NOT APPLY TO ANY INVENTION THAT YOU DEVELOP ENTIRELY ON YOUR OWN TIME WITHOUT USING THE COMPANY'S EQUIPMENT, SUPPLIES, FACILITIES, OR TRADE SECRET INFORMATION (AN "OTHER INVENTION"), EXCEPT FOR THOSE OTHER INVENTIONS THAT EITHER (I) DIRECTLY RELATE AT THE TIME OF CONCEPTION OR REDUCTION TO PRACTICE OF SUCH OTHER INVENTION TO THE COMPANY'S BUSINESS, OR ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT OF THE COMPANY OR (II) RESULT FROM ANY WORK THAT YOU PERFORM FOR THE COMPANY. View More
Found in Ra Medical Systems, Inc. contract
Intellectual Property Rights. (a) Executive Consultant agrees that the results any and proceeds of Executive's services for the Company (including, but not limited to, any all inventions, trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, data, programs, matters of a literary, musical, dramatic or otherwise creative natu...re, writings and other works of authorship) resulting from services performed while an employee of the Company authorship, know-how, improvements, processes, discoveries, designs, techniques, and any works in progress, related information (collectively, "Inventions"), whether or not patentable or registrable under copyright copyrightable, that the Consultant conceives or similar statutes, that were made, developed, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, "Inventions"), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe perfects: (1) as part of any and all trade secret, patent, copyright and other intellectual property rights (collectively, "Proprietary Rights") of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, performing Services for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under this Agreement or (2) using the immediately preceding sentence, then Executive Company's Confidential Information (collectively, the "Company Work Product") shall be the sole and exclusive property of the Company. Consultant hereby irrevocably assigns and agrees to assign any and all of Executive's to the Company his or her entire right, title and interest thereto, interest, including all intellectual-property rights, in and to such Company Work Product. -2- CONFIDENTIAL (b) Consultant agrees to execute, when requested, any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined documents deemed reasonably necessary by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to carry out the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company's sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company's exclusive ownership throughout the United States purposes of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and/or patent applications or assignments. To the extent Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 8(b) is subject to and shall not be deemed to limit, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the 11 Company's being Executive's employer. Executive this Agreement. Consultant further agrees that, from time to time, as may be requested by the Company and at the Company's sole cost and expense, Executive shall assist the Company in every proper and lawful way to obtain obtain, and from time to time enforce Proprietary Rights enforce, United States and foreign patent and other intellectual property rights relating to Inventions in any Company Work Product including executing, verifying and all countries. Executive shall execute, verify and deliver delivering such documents and perform performing such other acts (including appearances as a witness) as the Company may reasonably request for use from time to time in applying for, obtaining, perfecting, evidencing, sustaining, defending, and enforcing such Proprietary Rights rights and the assignment thereof. In addition, Executive shall execute, verify and deliver assignments of such Proprietary Rights Consultant's obligation to assist the Company or its designees. Executive's obligations under this Section 8 as described herein shall continue beyond the termination of Executive's employment this Agreement, provided that the Company shall compensate Consultant at a reasonable rate after termination of this Agreement for time Consultant actually spends performing the obligations described herein. (c) If the Company is unable, after reasonable effort, to secure Consultant's signature on any document needed to apply for, obtain, perfect, sustain, defend, or enforce any patents or other intellectual property rights relating to Company Work Product, Consultant hereby designates and appoints the Company and its duly authorized officers and agents as his or her agent and attorney in fact, with full power of substitution, to execute, verify and file applications and to do all other lawfully permitted acts necessary to apply for, obtain, perfect, sustain, defend, or enforce such rights with the Company. (c) Executive hereby waives same legal force and quitclaims effect as if executed by Consultant. Such power of attorney shall be deemed coupled with an interest. (d) Consultant agrees to submit to the Company any and all claims, of proposed publication that contains any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder discussion relating to the Company, Confidential Information, Inventions, Company Work Product or work performed by Consultant for the Company hereunder. Consultant further agrees that no such publication shall be made without the prior written consent of the Company. View More
Found in 2 Contracts from Point Capital, Inc.
Intellectual Property Rights. (a) Disclosure of Work Product. As used in this Agreement, the term "Work Product" means any invention, whether or not patentable, know-how, designs, mask works, trademarks, formulae, processes, manufacturing techniques, trade secrets, ideas, artwork, software or any copyrightable or patentable works. Executive agrees to disclose promptly in writing to Company, or any person designated by Company, all Work Product that is solely or jointly conceived, made, reduced to practice, or learned by Exec...utive in the course of any work performed for Company ("Company Work Product"). Executive agrees (a) to use Executive's best efforts to maintain such Company Work Product in trust and strict confidence; (b) not to use Company Work Product in any manner or for any purpose not expressly set forth in this Agreement; and (c) not to disclose any such Company Work Product to any third party without first obtaining Company's express written consent on a case-by-case basis. (b) Ownership of Company Work Product. Executive agrees that the results any and proceeds of Executive's services for the all Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental Work Product conceived, written, created or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived or first reduced to practice or learned by Executive, either alone or jointly with others (collectively, "Inventions"), shall be works-made-for-hire and in the Company performance of work under this Agreement shall be deemed "work for hire" under applicable law and shall be the sole owner throughout the universe and exclusive property of any and all trade secret, patent, copyright and other intellectual property rights (collectively, "Proprietary Rights") Company. Assignment of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Work Product. Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and Company all of Executive's right, title and interest thereto, worldwide in and to the Company Work Product and all applicable intellectual property rights related to the Company Work Product, including without limitation, copyrights, trademarks, trade secrets, patents, moral rights, contract and licensing rights (the "Proprietary Rights"). Except as set forth below, Executive retains no rights to use the Company Work Product and agrees not to challenge the validity of Company's ownership in the Company Work Product. Executive hereby grants to Company a perpetual, non-exclusive, fully paid-up, royalty-free, irrevocable and world-wide right, with rights to sublicense through multiple tiers of sublicensees, to reproduce, make derivative works of, publicly perform, and display in any form or medium whether now known or later developed, distribute, make, use and sell any and all Proprietary Rights of whatsoever nature therein, whether Executive owned or not now controlled Work Product or hereafter known, existing, contemplated, recognized technology that Executive uses to complete the services and which is necessary for Company to use or developed, to the Company, and exploit the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Work Product. 7 (c) Assistance. Executive agrees that, from time to time, as may be requested by cooperate with Company or its designee(s), both during and after the Term, in the procurement and maintenance of Company's rights in Company Work Product and at the Company's sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company's exclusive ownership throughout the United States of America or execute, when requested, any other country documents deemed necessary by Company to carry out the purpose of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and/or patent applications or assignments. To the extent this Agreement. Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 8(b) is subject to and shall not be deemed to limit, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the 11 Company's being Executive's employer. Executive further agrees that, from time to time, as may be requested by the Company and at the Company's sole cost and expense, Executive shall will assist the Company in every proper and lawful way to obtain obtain, and from time to time enforce enforce, United States and foreign Proprietary Rights relating to Inventions Company Work Product in any and all countries. Executive shall execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Executive's obligation to assist Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such with respect to Proprietary Rights relating to such Company Work Product in any and the assignment thereof. In addition, Executive shall execute, verify and deliver assignments of such Proprietary Rights to the Company or its designees. Executive's obligations under this Section 8 all countries shall continue beyond the termination of this Agreement, but Company shall compensate Executive at a reasonable rate to be mutually agreed upon after such termination for the time actually spent by Executive at Company's request on such assistance. (d) Executive Representations and Warranties. Executive hereby represents and warrants that: (i) Company Work Product will be an original work of Executive or all applicable third parties will have executed assignments of rights reasonably acceptable to Company; (ii) Executive will not grant, directly or indirectly, any rights or interest whatsoever in the Company Work Product to any third party; (iii) Executive has full right and power to enter into and perform Executive's employment obligations under this Agreement without the consent of any third party; and (iv) Executive will comply with any written safety procedures or policies promulgated by the Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. View More
Found in C-Bond Systems, Inc contract
Intellectual Property Rights. (a) Disclosure of Work Product. As used in this Agreement, the term "Work Product" means any invention, whether or not patentable, know-how, designs, mask works, trademarks, formulae, processes, manufacturing techniques, trade secrets, ideas, artwork, software or any copyrightable or patentable works. Executive agrees to disclose promptly in writing to Company, or any person designated by Company, all Work Product that is solely or jointly conceived, made, reduced to practice, or learned by Exec...utive in the course of any work performed for Company ("Company Work Product"). Executive agrees (a) to use Executive's best efforts to maintain such Company Work Product in trust and strict confidence; (b) not to use Company Work Product in any manner or for any purpose not expressly set forth in this Agreement; and (c) not to disclose any such Company Work Product to any third party without first obtaining Company's express written consent on a case-by-case basis. (b) Ownership of Company Work Product. Executive agrees that the results any and proceeds of Executive's services for the all Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental Work Product conceived, written, created or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived or first reduced to practice or learned by Executive, either alone or jointly with others (collectively, "Inventions"), shall be works-made-for-hire and in the Company performance of work under this Agreement shall be deemed "work for hire" under applicable law and shall be the sole owner throughout the universe and exclusive property of any and all trade secret, patent, copyright and other intellectual property rights (collectively, "Proprietary Rights") Company. Assignment of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Work Product. Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and Company all of Executive's right, title and interest thereto, worldwide in and to the Company Work Product and all applicable intellectual property rights related to the Company Work Product, including without limitation, copyrights, trademarks, trade secrets, patents, moral rights, contract and licensing rights (the "Proprietary Rights"). Except as set forth below, Executive retains no rights to use the Company Work Product and agrees not to challenge the validity of Company's ownership in the Company Work Product. Executive hereby grants to Company a perpetual, non-exclusive, fully paid-up, royalty-free, irrevocable and world-wide right, with rights to sublicense through multiple tiers of sublicensees, to reproduce, make derivative works of, publicly perform, and display in any form or medium whether now known or later developed, distribute, make, use and sell any and all Proprietary Rights of whatsoever nature therein, whether Executive owned or not now controlled Work Product or hereafter known, existing, contemplated, recognized technology that Executive uses to complete the services and which is necessary for Company to use or developed, to the Company, and exploit the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Work Product. (c) Assistance. Executive agrees that, from time to time, as may be requested by cooperate with Company or its designee(s), both during and after the Term, in the procurement and maintenance of Company's rights in Company Work Product and at the Company's sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company's exclusive ownership throughout the United States of America or execute, when requested, any other country documents deemed necessary by Company to carry out the purpose of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and/or patent applications or assignments. To the extent this Agreement. Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 8(b) is subject to and shall not be deemed to limit, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the 11 Company's being Executive's employer. Executive further agrees that, from time to time, as may be requested by the Company and at the Company's sole cost and expense, Executive shall will assist the Company in every proper and lawful way to obtain obtain, and from time to time enforce enforce, United States and foreign Proprietary Rights relating to Inventions Company Work Product in any and all countries. Executive shall execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Executive's obligation to assist Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such with respect to Proprietary Rights relating to such Company Work Product in any and the assignment thereof. In addition, Executive shall execute, verify and deliver assignments of such Proprietary Rights to the Company or its designees. Executive's obligations under this Section 8 all countries shall continue beyond the termination of Executive's employment with this Agreement, but Company shall compensate Executive at a reasonable rate to be mutually agreed upon after such termination for the Company. (c) time actually spent by Executive at Company's request on such assistance. (d) Executive Representations and Warranties. Executive hereby waives represents and quitclaims warrants that: (i) Company Work Product will be an original work of Executive or all applicable third parties will have executed assignments of rights reasonably acceptable to Company; (ii) neither the Company Work Product nor any and all claims, element thereof will infringe the intellectual property rights of any nature whatsoever, that third party; (iii) neither the Company Work Product nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments; (iv) Executive now will not grant, directly or may hereafter have for infringement indirectly, any rights or interest whatsoever in the Company Work Product to any third party; (v) Executive has full right and power to enter into and perform Executive's obligations under this Agreement without the consent of any Proprietary Rights assigned hereunder third party; (vi) Executive will use best efforts to prevent injury to any person (including employees of Company) or damage to property (including Company's property) during the Company. Term; and (vii) should Company Permit Executive to use any of Company's equipment, tools, or facilities during the Term, such permission shall be gratuitous and Executive shall be responsible for any injury to any person (including death) or damage to property (including Company's property) arising out of use of such equipment, tools or facilities. View More
Found in C-Bond Systems, Inc contract
Intellectual Property Rights. (a) Executive (i) Consultant agrees that the results and proceeds of Executive's Consultant's services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, matters of a literary, musical, dramatic or otherwise creative nature, writi...ngs and other works of authorship) resulting from services performed while an employee as a consultant 6 of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived or reduced to practice or learned by Executive, Consultant, either alone or jointly with others in the performance of Consultant's Services for the Company (collectively, "Inventions"), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright and other intellectual property rights (collectively, "Proprietary Rights") of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive Consultant whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive Consultant hereby irrevocably assigns and agrees to assign any and all of Executive's Consultant's right, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive Consultant whatsoever. As to any Invention that Executive Consultant is required to assign, Executive Consultant shall promptly and fully disclose to the Company all information known to Executive Consultant concerning such Invention. (b) Executive Consultant agrees that, from time to time, as may be requested by the Company and at the Company's sole cost and expense, Executive Consultant shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company's exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and/or patent applications or assignments. To the extent Executive Consultant has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive Consultant unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 8(b) is subject to and shall not be deemed to limit, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the 11 Company's being Executive's employer. Executive engagement of the Consultant. Consultant further agrees that, from time to time, as may be requested by the Company and at the Company's sole cost and expense, Executive Consultant shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. Executive Consultant shall execute, verify and deliver such documents and perform such other acts consistent herewith (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive Consultant shall execute, verify and deliver assignments of such Proprietary Rights to the Company or its designees. Executive's Consultant's obligations under this Section 8 shall continue beyond the termination of Executive's employment Consultant's services with the Company. (c) Executive Consultant hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive Consultant now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. View More
Found in HEMISPHERE MEDIA GROUP, INC. contract