Example ContractsClausesExceptions to Assignment of Intellectual Property
Exceptions to Assignment of Intellectual Property
Exceptions to Assignment of Intellectual Property contract clause examples

Assignment of Intellectual Property. You hereby fully and irrevocably assign to all of your right, title and interest in and to any and all confidential information, works of authorship, inventions, trade secrets, ideas, improvements, discoveries, developments, devices, methods, processes, software, designs, reports, trademarks, trade names, service marks, logos and trade dress (collectively, “Intellectual Property”), and all proprietary and intellectual property rights with respect thereto (collectively, “Proprietary Rights”), whether or not patentable or registrable under trademark, copyright or other statutes, made or conceived or reduced to practice by you as a result of your employment with , either alone or jointly with others, during the period of your employment with . You acknowledge that all original works of authorship which are made by you, solely or jointly with others, within the scope of your employment and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act (17 U.S.C., Section 101), and that even if it should be determined that such works do not qualify as “works made for hire,” all of your right, title and interest thereto is nonetheless assigned to by virtue of this Agreement. All Intellectual Property shall be owned by irrespective of any copyright notices or confidentiality legends to the contrary. You agree to promptly disclose to the Company and hold in trust for the sole right, benefit and use of the Company any such Intellectual Property, and to promptly execute any and all declarations, assignments, applications and other instruments which shall deem necessary to apply for and obtain patents and copyright registrations in any country or otherwise to protect interests in the Intellectual Property. Furthermore, any assignment to of Intellectual Property includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal and any other rights throughout the world that may be known as or referred to as rights of “droit moral” or “moral rights” and/or any similar rights or principles of law that you may have in any Intellectual Property (collectively, “Moral Rights”). To the extent that such Moral Rights are not assignable under applicable law, you hereby waive and agree not to enforce any and all such Moral Rights, including, without limitation, any right to identification of authorship or limitation on subsequent modification. You acknowledge that shall have the full and free right to do or not to do whatever it desires with respect to the Intellectual Property, including without limitation, the right to utilize or not utilize the same, the right to file or not file a patent application and the right to license or sell the same, upon such terms as it may desire, with or without compensation. You recognize that this Agreement does not require assignment of: # any Intellectual Property that you made or conceived prior to the commencement of your employment with (which, to preclude any possible uncertainty, you have listed on [Attachment A] attached hereto); or # any Intellectual Property that you develop entirely on your own time without using equipment, supplies, facilities, or trade secret information except for that Intellectual Property which either: # relates at the time of conception or reduction to practice to business, or actual or demonstrably anticipated research or development of ; or # results from any work performed by you for . The provisions of this Section shall be binding upon you and your heirs, executors and administrators.

Assignment of Intellectual Property. At all times during the term of Executive’s employment with McDonald’s and continuing at all times after the termination of Executive’s employment with McDonald’s for any reason, whether with or without cause, at the option of McDonald’s or Executive, with or without notice, Executive agrees and covenants that Executive shall make prompt full written disclosure to McDonald’s and hold in trust for the sole right, benefit, and use of McDonald’s: any ideas, inventions, innovations, discoveries, improvements, developments, methods, designs, analyses, drawings, recipes, reports and all similar or related information, whether or not patentable, and any works of authorship, whether or not copyrightable, (collectively “Inventions”), that originate with Executive in whole or in part during the period of Executive’s employment. Executive agrees and acknowledges that any and all Inventions shall remain the exclusive property of McDonald’s. Executive hereby expressly and fully assigns to McDonald’s exclusive right, title and interest to all Inventions that originate with Executive in whole or in part during the period of Executive’s employment, whether written or not, and whether or not patentable or eligible for protection under copyright law, and fully waive any claims or rights Executive may have therein. Executive agrees to assist McDonald’s, at McDonald’s expense, in perfecting such transfer or assignment by taking all necessary actions and executing all documents as may be required. Executive understands that the foregoing shall not apply to Inventions # developed on Executive’s own time, # without the use of Confidential Information, proprietary information and/or trade secrets or without McDonald’s supplies, equipment, facilities, or property, and # that are not based on any work performed for McDonald’s or related in any way to McDonald’s business or actual or demonstrably anticipated research or development. Any assignment to McDonald’s of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights," “artist’s rights," “droit moral," or the like (collectively, “Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law, Executive hereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any right to identification of authorship or limitation on subsequent modification that Executive may have in the assigned Inventions. Executive further acknowledges that all original works of authorship that are made by him/her (solely or jointly with others) within the scope of and during the period of employment with McDonald’s and which are protectable by copyright are “works made for hire”, as that term is defined in the United States Copyright Act (17 USC §101) or under any similar concept other applicable copyright law (to the extent U.S. copyright law does not apply). The Executive’s obligations under this Section shall continue after Executive’s employment with McDonald’s is terminated, regardless of the nature or reason for such termination. The provisions of this Section shall be binding upon the Executive and the Executive’s heirs, executors and administrators.

Executive will promptly disclose to the Company any idea, invention, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him alone or with others at any time during his employment. Executive agrees that the Company owns any such Creations conceived or made by Executive alone or with others at any time during his employment, and Executive hereby assigns and agrees to assign to the Company all moral or other rights he has or may acquire therein and agrees to execute any and all applications, assignments and other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his employment with respect to Creations and derivatives of such Creations conceived or made during his employment with the Company. The Company and Executive understand that the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his own time without using any of the Company’s equipment, supplies, facilities, and/or Confidential Information unless such Creation # relates in any way to the business or to the current or anticipated research or development of the Company or any of its Affiliated Entities; or # results in any way from his work at the Company.

Intellectual Property. Each of the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Each Borrower and Guarantor owns or licenses or otherwise has the right to use all Intellectual Property reasonably necessary for the operation of its business as presently conducted. As of the date of Amendment No. 4, Borrowers and Guarantors do not have any Intellectual Property registered, or subject to pending applications, in the United States Patent and Trademark Office or any similar office or agency in the United States, any State thereof, any political subdivision thereof or in any other country, other than those described in [Schedule 8.11] to the Information Certificate and has not granted any licenses with respect thereto other than as set forth in [Schedule 8.11] to the Information Certificate. No event has occurred which permits or would permit after notice or passage of time or both, the revocation, suspension or termination of such rights where any such event has or could reasonably be expected to have a Material Adverse Effect.

instruments, documents, investment property, letters of credit, supporting obligations and chattel paper, in each case, to the extent that any amounts payable under or in connection with any of the items or types of assets described in [clauses (a) through (c) above] are evidenced by the items described in this clause (d) and

Intellectual Property. Each Loan Party owns, or holds licenses in, all trademarks, trade names, copyrights, patents, and licenses that are necessary to the conduct of its business as currently conducted, and attached hereto as [Schedule 4.13] (as updated from time to time) is a true, correct, and complete listing of all material trademarks, trade names, copyrights, patents, and licenses as to which any Loan Party is the owner or is an exclusive licensee; provided, that, any Borrower may amend [Schedule 4.13] to add additional intellectual property so long as such amendment occurs by written notice to Agent at the time that such Borrower provides its Compliance Certificate pursuant to Section 5.1.

Intellectual Property. To the knowledge of the Company, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have would have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a written notice that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement for which the expiration, termination or abandonment could have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as would not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Any Intellectual Property [[Organization B:Organization]] uses in its business as presently conducted is owned by [[Organization B:Organization]] or properly licensed.

Intellectual Property. Neither BRPA nor Merger Sub owns, licenses, or otherwise has any right, title or interest in any material Intellectual Property Rights.

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