Intellectual Property Contract Clauses (1,151)

Intellectual Property. Danforth agrees that all ideas, inventions, discoveries, creations, manuscripts, properties, innovations, improvements, know‐how, designs, developments, apparatus, techniques, methods, and formulae that Danforth conceives, makes, develops or improves as a result of performing the Services, whether or not reduced to practice and whether or not patentable, alone or in conjunction with any other party and whether or not at the request or upon the suggestion of the Company (all of the foregoing bein...g hereinafter collectively referred to as the "Inventions"), shall be the sole and exclusive property of the Company. Danforth hereby agrees in consideration of the Company's agreement to engage Danforth and pay compensation for the Services rendered to the Company and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged that Danforth shall not, without the prior written consent of the Company, directly or indirectly, consult for, or become an employee of, any company which conducts business in the Field of Interest anywhere in the world. As used herein, the term "Field of Interest" shall mean the research, development, manufacture and/or sale of the products resulting from the Company's technology. The limitations on competition contained in this Section 8 shall continue during the time that Danforth performs any Services for the Company, and for a period of three (3) months following the termination of any such Services that Danforth performs for the Company. If any part of this section should be determined by a court of competent jurisdiction to be unreasonable in duration, geographic area, or scope, then this Section 8 is intended to and shall extend only for such period of time, in such area and with respect to such activity as is determined to be reasonable. Except as expressly provided herein, nothing in this Agreement shall preclude Danforth from consulting for or being employed by any other person or entity. 3 9. Non Solicitation. All personnel representing Danforth are employees or contracted agents of Danforth. Accordingly, they are not retainable as employees or contractors by the Company and the Company hereby agrees not to solicit, hire or retain their services for so long as they are employees or contracted agents of Danforth and for one (1) year thereafter. Should the Company violate this restriction, it agrees to pay Danforth liquidated damages equal to thirty percent (30%) of the employee's starting annual base salary for each Danforth contracted agent hired by the Company in violation of this Agreement, plus Danforth's reasonable attorneys' fees and costs incurred in enforcing this agreement should the Company fail or refuse to pay the liquidated damages amount in full within thirty (30) days following its violation. View More

Intellectual Property. The term "Intellectual Property" shall mean all trade secrets, ideas, inventions, designs, developments, devices, software, computer programs, methods and processes (whether or not patented or patentable, reduced to practice or included in the Confidential Information) and all patents and patent applications related thereto, all copyrights, copyrightable works and mask works (whether or not included in the Confidential Information) and all registrations and applications for registration related ...thereto, all Confidential Information, and all other proprietary rights contributed to, or conceived or created by, or reduced to practice by Employee or anyone acting on his/her behalf (whether alone or jointly with others) at any time from the beginning of Employee's employment with Walgreens Boots Alliance, Inc. to the termination of that employment plus ninety (90) days, that (i) relate to the business or to the actual or anticipated research or development of Walgreens Boots Alliance, Inc.; (ii) result from any services that Employee or anyone acting on its behalf perform for Walgreens; or (iii) are created using the equipment, supplies or facilities of Walgreens Boots Alliance, Inc. or any Confidential Information. a. Ownership. All Intellectual Property is, shall be and shall remain the exclusive property of the Company. Employee hereby assigns to the Company all right, title and interest, if any, in and to the Intellectual Property; provided, however, that, when applicable, the Company shall own the copyrights in all copyrightable works included in the Intellectual Property pursuant to the "work-made-for-hire" doctrine (rather than by assignment), as such term is defined in the 1976 Copyright Act. All Intellectual Property shall be owned by the Company irrespective of any copyright notices or confidentiality legends to the contrary which may be placed on such works by Employee or by others. Employee shall ensure that all copyright notices and confidentiality legends on all work product authored by Employee or anyone acting on his/her behalf shall conform to the Company's practices and shall specify the Company as the owner of the work. The Company hereby provides notice to Employee that the obligation to assign does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on the Employee's own time, unless (a) the invention relates (i) to the business of the Company, or (ii) to the Company's actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Employee for the Company. b. Keep Records. Employee shall keep and maintain, or cause to be kept and maintained by anyone acting on his/her behalf, adequate and current written records of all Intellectual Property in the form of notes, sketches, drawings, computer files, reports or other documents relating thereto. Such records shall be and shall remain the exclusive property of the Company and shall be available to the Company at all times during the term of this Agreement. c. Assistance. Employee shall supply all assistance requested in securing for Company's benefit any patent, copyright, trademark, service mark, license, right or other evidence of ownership of any such Intellectual Property, and will provide full information regarding any such item and execute all appropriate documentation prepared by Company in applying or otherwise registering, in Company's name, all rights to any such item or the defense and protection of such Intellectual Property. d. Prior Inventions. Employee has disclosed to the Company any continuing obligations to any third party with respect to Intellectual Property. Employee claims no rights to any inventions created prior to his/her employment for which a patent application has not previously been filed, unless he/she has described them in detail on a schedule attached to this Agreement. e. Trade Secret Provisions. The provisions in Paragraph 1 with regard to Trade Secrets and the TSA shall apply as well in the context of the parties' Intellectual Property rights and obligations. View More

Intellectual Property. (a) Executive shall promptly and fully disclose all Intellectual Property to the Company. Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) his full right, title and interest in and to all Intellectual Property. Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further ...assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company (or as otherwise directed by the Company) and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. Executive will not charge the Company or any of its affiliates for time spent in complying with these obligations. All copyrightable works that Executive creates during his employment shall be considered "work made for hire" and shall, upon creation, be owned exclusively by the Company. (b) For purposes of this Agreement, "Intellectual Property" means inventions, discoveries, developments, methods, processes, compositions, works, concepts and ideas (whether or not patentable or copyrightable or constituting trade secrets) conceived, made, created, developed or reduced to practice by Executive (whether alone or with others, whether or not during normal business hours or on or off the premises of the Company or any of its affiliates) during Executive's employment or provision of consulting services that relate either to the business of the Company or its affiliates or to any prospective activity of the Company or its affiliates or that result from any work performed by Executive for the Company or its affiliates or that make use of Confidential Information or any of the equipment or facilities of the Company or its affiliates. (c) Notwithstanding the foregoing, and pursuant to Minn. Stat. Section 181.78, the Company hereby notifies Executive that Intellectual Property does not include an invention for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on Executive's own time, and (a) which does not relate (i) directly to the business of the Company or (ii) to the Company's actual or demonstrably anticipated research or development, or (b) which does not result from any work performed by Executive for the Company. View More

Intellectual Property. (a) If Employee has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property, materials, documents or other work product (including, without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content or audiovisual materials) ("Works"), either alone or with third parties, prior to execution of this Agreement, that are relevant to or implicated by this employment ("Prior Work...s"), Employee hereby grants the Company a perpetual, non-exclusive, royalty-free, worldwide, assignable, sub-licensable license under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes in connection with the Company's current and future business. Employee shall provide the Company with a list of all Prior Works within 15 days of the Effective Date. (b) If Employee creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during Employee's employment by the Company and within the scope of such employment and/or with the use of any Company resources ("Company Works"), Employee shall promptly and fully disclose the same to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company. (c) Employee agrees to keep and maintain adequate and current written records (in the form of notes, sketches, drawings and any other form or media requested by the Company) of all Company Works. The records will be available to and remain the sole property and intellectual property of the Company at all times. (d) Employee shall take all requested actions and execute all requested documents (including any licenses or assignments required by a government contract) at the Company's expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company's rights in the Prior Works and Company Works. If the Company is unable for any other reason to secure Employee's signature on any document for this purpose, then Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee's agent and attorney in fact, to act for and in Employee's behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing. (e) Employee shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without prior written permission of such third party. Employee shall comply with all relevant policies and guidelines of the Company regarding the protection of confidential information and intellectual property and potential conflicts of interest. Employee acknowledges that the Company may amend any such policies and guidelines from time to time, and that Employee remains at all times bound by their most current version that has been communicated to Employee. (f) In accordance with Sections 2870 and 2872 of the California Labor Code, this Section 6 does not require Employee to assign or offer to assign to the Company any Works that Employee developed entirely on his or her own time without using the Company's equipment, supplies, facilities or trade secret information, except for those inventions that either (i) relate at the time of conception or reduction to practice of the invention to the Company's business, or actual or demonstrably anticipated research or development of the Company, or (ii) result from any work performed by Employee for the Company. To the extent a provision in this Agreement purports to require Employee to assign any Works otherwise excluded from being required to be assigned pursuant to this Section 6(f), the provision is against the public policy of the State of California and is unenforceable. Employee bears the burden of proving that any Works created by Employee should be excluded pursuant to this Section 6(f). View More

Intellectual Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, original works of authorship, copyrights and all similar or related information (whether or not patentable) which relate to the Company's actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Executive while employed by the Company ("Intellectual Property") belong to the Comp...any. Executive agrees that both during and after his employment with the Company that he will sign any documents or provide any information necessary for the Company to protect its rights to such Intellectual Property. If Executive is unavailable to sign any document that is necessary for the Company to protect its rights to such Intellectual Property, Executive hereby authorizes the Company to sign on his behalf. View More

Intellectual Property. (a) Works for Hire. All creations, inventions, ideas, designs, software, copyrightable materials, trademarks, and other technology and rights (and any related improvements or modifications), whether or not subject to patent or copyright protection (collectively, "Creations"), relating to any activities of the Company which were, are, or will be conceived by the Executive or developed by the Executive in the course of his employment or other services with the Company, whether conceived alone or w...ith others and whether or not conceived or developed during regular business hours, and if based on Confidential Information, after the termination of the Executive's employment, shall be the sole property of the Company and, to the maximum extent permitted by applicable law, shall be deemed "works made for hire" as that term is used in the United States Copyright Act. The Executive agrees to assign and hereby does assign to the Company all Creations conceived or developed from the start of this employment with the Company through to the Termination Date, and after the Termination Date if the Creation incorporates or is based on any Confidential Information. (b) Assignment. To the extent, if any, that the Executive retains any right, title or interest with respect to any Creations delivered to the Company or related to his employment with the Company, the Executive hereby grants to the Company an irrevocable, paid-up, transferable, sub-licensable, worldwide right and license: (i) to modify all or any portion of such Creations, including, without limitation, the making of additions to or deletions from such Creations, regardless of the medium (now or hereafter known) into which such Creations may be modified and regardless of the effect of such modifications on the integrity of such Creations; and (ii) to identify the Executive, or not to identify his, as one or more authors of or contributors to such Creations or any portion thereof, whether or not such Creations or any portion thereof have been modified. The Executive further waives any "moral" rights, or other rights with respect to attribution of authorship or integrity of such Creations that he may have under any applicable law, whether under copyright, trademark, unfair competition, defamation, right of privacy, contract, tort or other legal theory. (c) Disclosure. The Executive will promptly inform the Company of any Creations he conceives or develops during the Term. The Executive shall (whether during his employment or after the termination of his employment) execute such written instruments and do other such acts as may be necessary in the opinion of the Company or its counsel to secure the Company's rights in the Creations, including obtaining a patent, registering a copyright, or otherwise (and the Executive hereby irrevocably appoints the Company and any of its officers as his attorney in fact to undertake such acts in his name). The Executive's obligation to execute written instruments and otherwise assist the Company in securing its rights in the Creations will continue after the termination of his employment for any reason, the Company shall reimburse the Executive for any out-of-pocket expenses (but not attorneys' fees) he incurs in connection with his compliance with this Section 9(c). View More

Intellectual Property. 9.1 Disclosure. Subject to the obligations of confidentiality set forth in Article 8 ("Confidential Information"), each Party shall disclose to the other Party any and all Inventions made pursuant to the activities undertaken relating to this Agreement at least quarterly or as may otherwise be agreed to in writing by the Parties. 9.2 Catalent Intellectual Property Rights. Catalent shall solely own all right, title and interest in and to the Catalent Intellectual Property Rights. To the extent th...at the making, use, sale, or offer for sale, of the Product Produced hereunder or under the Prior CSA by or on behalf of Client or its Affiliates requires a license under the Catalent Intellectual Property Rights, Catalent hereby grants a nonexclusive, royalty-free license under the Catalent Intellectual Property Rights to Client and its Affiliates to make, use, sell, or offer for sale and have such activities done on its behalf (but not to have made or import) the Product and with no right to sublicense. Client shall not, without Catalent's prior written consent, use the Catalent Intellectual Property Rights for any purpose other than as contemplated herein. 9.3 Client Intellectual Property Rights. Client shall solely own all right, title and interest in and to the Client Intellectual Property Rights. Client hereby grants a nonexclusive, royalty-free, non-sublicenseable license under the Client Intellectual Property Rights (including the Client Confidential Information and [***] = CERTAIN CONFIDENTIAL INFORMATION OMITTED CONFIDENTIAL Client Materials) to Catalent to the extent necessary to perform the Services. The foregoing license grant shall extend beyond termination or expiration of this Agreement solely as necessary for Catalent to complete the Production of outstanding Purchase Orders and shall otherwise terminate upon termination or expiration of this Agreement. Catalent shall not, without Client's prior written consent, use the Client Intellectual Property Rights for any purpose other than the performance of Services as contemplated herein. 9.4 Inventions. 9.4.1 All Project Inventions and Catalent Improvements shall be owned by Catalent. To the extent that a Project Invention or Catalent Improvement is patentable, Catalent shall have the right but not the obligation to file, prosecute and maintain any patents or patent applications claiming or covering any Project Invention. 9.4.2 Client shall solely own all right, title, and interest in and to all Product Inventions and Deliverables. Catalent hereby assigns, and to the extent not presently assignable shall assign, all right, title and interest in and to Product Inventions and Deliverables to Client. Client shall have the right but not the obligation to file, prosecute and maintain any patents or patent applications claiming all Product Inventions. 9.4.3 Each Party shall bear the expense of activities relating to its own filing, prosecution and maintenance of any patent or patent applications provided for by this Section 9.4 ("Inventions"). Each Party shall execute all writings or take such acts, at the other Party's expense, as may be reasonably required for either Party to fully enjoy the rights and licenses granted pursuant to this Section 9.4 ("Inventions"). 9.4.4 The Parties do not anticipate the joint conception or creation of any Inventions. In the event of any jointly conceived or created Invention, other than a Catalent Improvement (which shall be subject to Section 9.4.1), the Parties shall discuss in good faith whether any patent application should be filed with respect to such Invention and the Parties' respective rights and responsibilities therefor. 9.5 No Implied Licenses. Except as expressly set forth in this Agreement, nothing contained in this Agreement shall be construed as granting, by implication, estoppel or otherwise, any licenses or rights under any patents or other intellectual property rights. Only licenses and rights granted expressly herein shall be of legal force and effect. CONFIDENTIAL 9.6 Trademarks. 9.6.1 Catalent License. Client grants to Catalent a non-exclusive, royalty free license to use the Client Trademarks for the sole purpose of allowing Catalent to fulfill its responsibilities under this Agreement. Such license shall not be transferable in whole or in part. 9.6.2 Client Ownership. Client shall be solely responsible for selecting, registering and enforcing the Client Trademarks used to identify the Product and except as set forth in Section 9.6.1 ("Catalent License") and shall have sole and exclusive rights in such Client Trademarks. View More

Intellectual Property. (a) For the term of this Agreement, Client grants to Patheon a non-exclusive, paid-up, royalty-free, non-transferable license of Client's Intellectual Property which Patheon must use in order to perform the Manufacturing Services. (b) All Client Intellectual Property will be the exclusive property of Client. (c) All Patheon Intellectual Property will be the exclusive property of Patheon. Unless Patheon identifies in advance any specific Patheon Intellectual Property that will be subject to a sep...arate licensing agreement between the parties, Patheon grants to Client a non-exclusive, perpetual, paid-up, royalty-free, transferable license of the Patheon Intellectual Property used by Patheon in the manufacture of the Product for use in relation to manufacturing that Product only. (d) Each party will be solely responsible for the costs of filing, prosecution, and maintenance of patents and patent applications on its own Inventions. (e) Either party will give the other party written notice, as promptly as practicable, of all Inventions which can reasonably be considered to be improvements or other modifications of the Product, processes or technology owned or otherwise controlled by the party. 12.2 Intellectual Property. Neither party has, nor will it acquire, any interest in any of the other party's Intellectual Property unless otherwise expressly agreed to in writing. Neither party will use any Intellectual Property of the other party, except as specifically authorized by the other party or as required for the performance of its obligations under this Agreement. View More

Intellectual Property. (a) To the extent they relate to, or result from, directly or indirectly, the actual or anticipated operations of Company or any of its affiliates, or the activities of Consultant in the course and scope of its services, Consultant hereby agrees that all patents, trademarks, copyrights, trade secrets, and other intellectual property rights, all inventions, whether or not patentable, and any product, drawing, design, recording, writing, literary work or other author's work, in any other tangible ...form developed in whole or in part by Consultant during the term of this Agreement, or otherwise developed, purchased or acquired by Company or any of its affiliates ("Intellectual Property"), shall be the exclusive property, free of charge, of Company or such affiliate. (b) Consultant will hold all Intellectual Property in trust for Company and will deliver all Intellectual Property in Consultant's possession or control to Company upon request and, in any event, at the end of Consultant's services with Company. (c) Consultant shall assign and does hereby assign to Company all property rights that Consultant may now or hereafter have in the Intellectual Property. As part of the Consultant's services under this Agreement, Consultant shall take such action, including, but not limited to, the execution, acknowledgment, delivery and assistance in preparation of documents, and the giving of testimony, as may be requested by Company to evidence, transfer, vest or confirm Company's right, title and interest in the Intellectual Property. (d) Consultant will not contest the validity of any invention, any copyright, any trademark or any mask work registration owned by or vesting in Company or any of its affiliates under this Agreement. (e) To the maximum extent permitted by law, Intellectual Property shall be Proprietary Information, as defined herein. View More

Intellectual Property. 3.1Prosecution of Harpoon Licensed Patents. As between the parties, Harpoon shall have the sole right to file for, prosecute and maintain the Harpoon Licensed Patents, using patent counsel of its choice, and all decision-making authority with regard to such filing, prosecution and maintenance shall vest in Harpoon (including as to whether to maintain or abandon any patent, patent application or claim within the Harpoon Licensed Patents). 3.2Enforcement of Harpoon Licensed Patents and Harpoon Dis...closing Patents. In the event that Werewolf reasonably believes that the Harpoon Licensed Patents or the Harpoon Disclosing Patents are being infringed by a third party, Werewolf shall promptly notify Harpoon and provide Harpoon with its evidence thereof. Except with respect to [***], in no event shall Werewolf contact or otherwise notify any such third party regarding such infringement without the prior written consent of Harpoon; provided that [***]. As between the parties, Harpoon shall have the sole right to enforce the Harpoon Licensed Patents and, except as provided herein, the Harpoon Disclosing Patents with respect to any infringement thereof, or to defend any declaratory judgment action with respect to the Harpoon Licensed Patents and, except as provided herein, the Harpoon Disclosing Patents. In addition, as between the parties, Harpoon shall have the sole right to defend any challenges to the scope, validity or enforceability of any of the Harpoon Licensed Patents and, except as provided herein, the Harpoon Disclosing Patents. Werewolf shall have the initial right to (i) enforce or defend (as applicable) Harpoon Disclosing Patent Werewolf Infringements; and (ii) defend any challenges to the scope, validity or enforceability of any of the Harpoon Disclosing Patents impacting claims thereof covering Werewolf Subject Matter ("Harpoon Disclosing Patent Werewolf Patent Actions"); provided that Harpoon shall [***]. In the event that, within [***] days after first becoming aware thereof, Werewolf does not initiate action, or thereafter discontinues such action, to (a) enforce or defend (as applicable) any Harpoon Disclosing Patent Werewolf Subject Matter Infringement; or (b) respond to or defend any Harpoon Disclosing Patent Werewolf Patent Action, then (in either case (a) or (b)), Werewolf shall [***] and Harpoon shall [***]; provided that Werewolf shall [***]. 3.3Maintenance of Harpoon Assigned Patents and Werewolf Assigned Patents. To the extent allowed by applicable law, Werewolf and its Affiliates shall [***]. To the extent allowed by applicable law, Harpoon and its Affiliates shall [***]. 3.4Sequence Modifications. For the avoidance of doubt, Werewolf has the [***], and, as between the parties, [***]. 3.5Prosecution of Harpoon Disclosing Patents. As between the parties, Harpoon shall have the sole right to file for, prosecute and maintain the Harpoon Disclosing Patents, using patent counsel of its choice, and all decision-making authority with regard to such filing, prosecution and maintenance shall vest in Harpoon (including as to whether to maintain or abandon any patent, patent application or claim within the Harpoon Disclosing Patents), provided, however, that [***]. In such event, [***]. Upon [***], [***] will [***]. Except as provided above in this paragraph, both parties may [***]. [***]. In the event of any dispute regarding filing or prosecution of any Harpoon Disclosing Patent that claims Werewolf Subject Matter, the matter will be [***]. 3.6Disclosure of Patents in Werewolf Subject Matter. During the Period of Collaboration, [***] shall [***], and [***]. For clarity, this Section 3.6 will not apply with respect to [***]. View More