Ownership of Intellectual Property Contract Clauses (183)

Ownership of Intellectual Property. Executive agrees that the Company shall own, and Executive shall (and hereby does) assign, all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all discoveries, improvements and inventions (whether or not patentable), works of authorship, mask works, designs, know-how, ideas and information authored, created, contr...ibuted to, made or conceived or reduced to practice, in whole or in part, by Executive during the period in which Executive is employed or affiliated with the Company or any other member of the Company Group that either (a) relate, at the time of conception, reduction to practice, creation, derivation or development, to the Company Group's businesses or actual or anticipated research or development, or (b) were developed on any amount of any member of the Company Group's time or with the use of any of the Company Group's equipment, supplies, facilities or trade secret information (all of the foregoing collectively referred to herein as "Company Intellectual Property"), and Executive will promptly disclose all Company Intellectual Property to the Company. All of Executive's works of authorship and associated copyrights created during the period in which Executive is or has been employed or affiliated with the Company or any other member of the Company Group and in the scope of Executive's employment shall be deemed to be "works made for hire" within the meaning of the Copyright Act. Executive agrees to perform, during and after the period in which Executive is or has been employed or affiliated with the Company or any other member of the Company Group, all reasonable acts deemed necessary by the Company Group to assist the Company, at the Company's expense, in obtaining and enforcing its rights throughout the world in the Company Intellectual Property. Such acts may include, but are not limited to, execution of documents and assistance or cooperation (i) in the filing, prosecution, registration, and memorialization of assignment of any applicable patents, copyrights, mask work, or other applications, (ii) in the enforcement of any applicable patents, copyrights, mask work, moral rights, trade secrets, or other proprietary rights, and (iii) in other legal proceedings related to the Company Intellectual Property. View More

Ownership of Intellectual Property. During the period of Executive's employment or service with the Company, to the extent that Executive, alone or with others, develops, makes, conceives, contributes to or reduces to practice, or has prior to the date hereof done any of the foregoing, any intellectual property related to the duties of Executive hereunder or which results in any way from Executive using the resources of the Company or any of its affiliates, whether or not during working hours, such intellectual property is and wil...l be the sole and exclusive property of the Company. The foregoing provision shall not apply to any intellectual property that is not related to the business of the Company and was developed for charitable or academic use and which was not developed using resources of the Company or any of its affiliates or during working hours. To the extent any such intellectual property can be protected by copyright, and is deemed in any way to fall within the definition of "work made for hire" as such term is defined in 17 U.S.C. §101, such intellectual property will be considered to have been produced under contract for the Company as a work made for hire. In any event, and regardless of whether such intellectual property is deemed to be a "work made for hire", Executive will disclose any and all such intellectual property to the Company and does hereby assign to the Company any and all right, title and interest which Executive may have in and to such intellectual property. Upon the Company's request at any time and at their expense, including any time after termination of Executive's employment, to the extent Executive can reasonably do so, Executive will execute and deliver to the Company such other documents as the Company deems reasonably necessary to vest in the Company the sole ownership of and exclusive worldwide rights in and to, all of such intellectual property. View More

Ownership of Intellectual Property. a) As used in this Agreement, the term "Inventions" means designs, drawings, formulae, processes, manufacturing techniques, trade secrets, discoveries, inventions, improvements, developments, ideas or copyrightable works, including all rights to obtain, register, perfect and enforce these proprietary interests. b) Without further compensation, Consultant agrees promptly to disclose to the Company, and hereby assigns and agrees to assign to the Company or its designee, Consultant's entire right, ...title, and interest in and to all Inventions which Consultant may, solely or in collaboration with others, conceive, make, develop or reduce to practice during the period of this Agreement and in connection with or during the performance of any Services under this Agreement, whether or not during working hours. Any copyrightable work, whether published or unpublished, created by Consultant in connection with or during the performance of any Services, shall be deemed "works made for hire" as that term is defined in the United States Copyright Act, and all right, title and interest therein, including without limitation, worldwide copyrights, shall be the property of the Company as the party specially commissioning such work. In the event that any such copyrightable work or portion thereof shall not be legally qualified as a work made for hire, or shall subsequently be so held to not be a work made for hire, Consultant agrees to assign, and does hereby so assign to the Company, Consultant's entire right, title and interest in and to such work or portion thereof, including, but not limited to, the worldwide rights to reproduce the copyrighted work, to prepare derivative works based on the copyrighted work, to distribute copies of the copyrighted work, to perform and to display the copyrighted work publicly, and to register the claim of copyright therein. c) Consultant agrees to perform, during and after termination of this Agreement, all acts deemed necessary or desirable by the Company to permit and assist it, at Company's expense, in obtaining and enforcing the full benefits, enjoyment, rights and title throughout the world in the Inventions assigned to the Company as set forth in this Section 9 above. Such acts may include, but are not limited to, execution of documents, assignments, provision of all necessary information, records, materials or testimony, and assistance or cooperation in legal proceedings. Company shall bear all costs of such actions as may be reasonably incurred by Consultant. All obligations of this Section 9 shall survive termination of this Agreement. Consultant hereby irrevocably designates the Company and its duly authorized officers and agents as Consultant's agent and attorney in fact, to execute and file on Consultant's behalf any such applications and to do all other lawful acts to further the prosecution and issuance of patents, copyright and mask work registrations related to such Inventions. This power of attorney shall not be affected by any subsequent incapacity of Consultant. -3- d) Section 2870. This Agreement does not apply to an Invention which qualifies fully under the provisions of Section 2870 of the Labor Code, a copy of which is attached hereto as Exhibit B. Consultant agrees to disclose promptly any and all Inventions that may reasonably be subject to this Section 9 in confidence to the Company to permit a determination as to whether or not the Inventions should be the property of the Company. View More

Ownership of Intellectual Property. All intellectual property, ideas, inventions, writings, software and Confidential Information created or conceived by Executive alone or with others while employed with the Company that relate to the Company's business or clients or work assigned to Executive by the Company (collectively, "Materials") constitute "work made for hire" and are the exclusive property of the Company. If for any reason any Materials cannot legally constitute a "work made for hire," then this Agreement shall operate as... an irrevocable assignment and agreement to assign to the Company all right, title and interest in such Materials. Executive will promptly disclose to the Company in writing all Materials developed during his employment with the Company, and Executive will execute such documents as may be necessary to evidence his assignment(s) of all right, title and interest in Materials to the Company. If Executive claims ownership in any intellectual property, ideas or inventions that predate his employment with the Company, then Executive will disclose such claims in writing to the Company's Human Resources Department before commencing any work for the Company. View More

Ownership of Intellectual Property. 14.1. For purposes of this Agreement, the term "Intellectual Property" shall mean all trade secrets, ideas, inventions, designs, developments, devices, methods and processes (whether or not patented or patentable, reduced to practice) and all patents and patent applications related thereto, all copyrights, copyrightable works and mask works and all registrations and applications for registration related thereto, all confidential information, and all other proprietary rights contributed to, or co...nceived or created by, Employee or anyone acting on Employee's behalf (whether alone or jointly with others) at any time during the course of Employee's employment that (i) relate to the business or to actual or anticipated research or development for Company; (ii) result from any services that Employee or anyone acting on Employee's behalf performs for Company; or (iii) are created using the equipment, supplies, or facilities of Company. 14.2. All Intellectual Property is, shall be and shall remain the exclusive property of Company. Employee hereby assigns to Company all right, title and interest, if any, in and to the Intellectual Property; provided, however, that, when applicable, 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 Copyright Act of 1976. All Intellectual Property shall be owned by Company irrespective of any copyright notices or confidentiality legends to the contrary that 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 Employee's behalf shall conform to Company's practices and shall specify Company as the owner of the work. 7 15. Legal Right and Conflict of Interest. 15.1. Employee covenants and warrants that Employee has the unlimited legal right to enter into this Agreement and to perform in accordance with its terms without violating the rights of others or any applicable law, and that Employee has not and shall not become a party to any other agreement of any kind and shall not perform any work or service on behalf of any individual, business, corporation, or organization that would create a conflict of interest in the performance of Employee's obligations under this Agreement. 15.2. Employee agrees to conduct Employee's personal affairs in a manner that does not conflict with Company's interests. Employee agrees not to enter into any transaction, acquire any interest, or take any action that is contrary to Company's interests or incompatible with Employee's duty of loyalty to Company and Employee's obligations under this Agreement. 15.3. Employee acknowledges and agrees that Employee will not, directly or indirectly (whether as a director, officer, partner, employee, agent, or stockholder of another company), compete with Company, or furnish any service to Company or its customers, as an independent contractor, while employed by Company. Employee further agrees that Employee will not use Company's name to further Employee's personal interests. View More