Example ContractsClausesBms Ownership
Remove:

Ownership and Title. Each Party represents and warrants that, as of the Effective Date, such Party has not transferred any rights in or to the Co-Owned Subject Matter to any third party, and such Party has the unrestricted right to grant any and all rights granted under this Agreement free and clear of any encumbrances, liens, registrations or claims of any nature.

As between the Parties, Express One shall own all right, title, and interest in the Express One Technology. The "Express One Technology" is defined for purposes of this Settlement Agreement as set forth on [Exhibit 2], and includes in its definition the technology that has sometimes been referred to as the “Admin Center” in the Utah Lawsuit. Notwithstanding the foregoing, nothing in this Settlement Agreement shall be construed to prohibit any Party from developing, creating, using or marketing any software similar to the Express One Technology, the technology used by any of the [[Stamps.com Parties:Organization]] Parties, or any other technology, or from owning such software once developed or created.

Assignment of Ownership. Employee hereby assigns to the Company all of the Employee’s right, title, and interest in and to all such Inventions described in Section 6.2 and, upon request by the Company, Employee shall execute, verify, and deliver to the Company such documents, including, without limitation, assignments and applications for Letters Patent, and shall perform such other acts, including, without limitation, appearing as a witness in any action brought in connection with this Agreement that is necessary to enable the Company to obtain the sole right, title, and benefit to all such Inventions.

Copyright and Ownership. The Consultant agrees that any and all rights, title, and interest in or to any and all of the products, work product, Works of Authorship, Intellectual Property or materials produced by the Consultant or by its personnel while providing the Consulting Services shall be the exclusive property of the Company. For greater certainty, the Company shall have all proprietary interests in everything that Consultant and its employees and permitted sub-contractors, alone or with others, create or do for the Company including inventions, designs, computer programs (and related documentation and materials), Intellectual Property and Works of Authorship (which are collectively referred to herein as “Developments”). Consultant agrees to and does hereby expressly and irrevocably assign and cause to be assigned in favour of the Company all copyright, rights to inventions, patents, trade secrets or other Intellectual Property which Consultant and its employees and permitted sub-contractors may enjoy in the Developments. Without limitation, all working papers, notes and memoranda which are made or obtained by Consultant and its employees and permitted sub-contractors in the course of this Agreement shall be the property of the Company and will accordingly be provided to the Company upon termination of this Agreement.

Competitive Business” means any business that is engaged in or is about to become engaged in the development, production or sale of any product, investigational compound, technology, process, service or line of business concerning the treatment of any disease, which product, investigational compound, technology, process, service or line of business resembles or competes with any product, investigational compound, technology, process, service or line of business that was sold by, or in development at, BMS during your employment with BMS.

/

Non-Competition, Non-Solicitation and Related Covenants. By accepting this Agreement, you agree to the restrictive covenants outlined in this section unless expressly prohibited by local law as follows. Given the extent and nature of the confidential information that you have obtained or will obtain during the course of your employment with BMS, it would be inevitable or, at the least, substantially probable that such confidential information would be disclosed or utilized by you should you obtain employment from, or otherwise become associated with, an entity or person that is engaged in a business or enterprise that directly competes with BMS. Even if not inevitable, it would be impossible or impracticable for BMS to monitor your strict compliance with your confidentiality obligations. Consequently, you agree that you will not, directly or indirectly:

Replacement of existing controls system with factory authorized BacNet compatible control system from Mammoth Inc. to interface with BMS and the installation of a new 15 horsepower VFD

the foregoing remedies set forth in this Section 3(d) shall not be BMS’s exclusive remedies. BMS reserves all other rights and remedies available to it at law or in equity.

No Further Ownership Rights. Until surrendered as contemplated by Section 1.4, all of the shares of Company Common Stock (including any shares of Company Common Stock resulting from the Preferred Stock

Ownership of Developed IP. Subject to the license and rights granted in [Sections 2.1.1, 2.1.2], and Section 2.2 and the license granted to Axsome in this Section 5.2, # Axsome shall own all right, title and interest in and to any and all inventions, Know-How, data, results and other Intellectual Property Rights and proprietary information, conceived individually by Axsome or its Affiliates (“Axsome Developed IP”), # Licensee shall own all right, title and interest in and to any and all inventions, Know-How, data, results and other Intellectual Property Rights and proprietary information, conceived individually by Licensee or its Affiliates (“Licensee Developed IP”) and # Axsome and Licensee shall jointly own and have an undivided interest in and to any and all inventions, Know-How, data, results and other Intellectual Property Rights and proprietary information, conceived or jointly by Axsome or Licensee, and its or their Affiliates and sublicensees (“Joint Developed IP”), in each case under this Agreement with respect to the Licensed Products, in connection with any Development or Commercialization of the Licensed Products. For clarity, the Axsome Developed IP and Axsome’s interest in the Joint Developed IP each shall be included in the Licensed Intellectual Property. Licensee hereby grants to Axsome a perpetual, irrevocable, fully paid and royalty free, sublicensable (through multiple tiers) license under the Licensee Developed IP and Licensee’s interest in any Joint Developed IP for all purposes, provided, however that, # inside the Territory such license shall be non-exclusive and shall not include the right to commercialize any product containing a Licensed Compound and # outside the Territory such license shall be exclusive, even as to Licensee.

Select clause to view document information.

Draft better contracts
faster with AllDrafts

AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.

And AllDrafts generates clean Word and PDF files from any draft.