Patents and Inventions. Executive agrees that any Inventions made, conceived, or completed by Executive during the term of Executive's service, solely or jointly with others, which are made with the Company's equipment, supplies, facilities, or Confidential Information, or which relate at the time of conception or reduction to purpose of the Invention, to the business of the Company, or the Company's actual or demonstrably anticipated research and development, or which result from any work performed by Executive for the Company, will be the sole and exclusive property of the Company, and all Trade Secrets, Confidential Information, copyrightable works, works of authorship, and all patents, registrations, or applications related thereto, all other intellectual property or proprietary information and all similar or related information (whether or not patentable and copyrightable and whether or not reduced to tangible form or practice) which relate to the business, research and development, or existing or future products or services of the Company and/or its subsidiaries and which are conceived, developed, or made by Executive during Executive's employment with the Company ("Work Product") will be deemed to be "work made for hire" (as defined in the Copyright Act, 17 U.S.C. §101 et seq., as amended) and owned exclusively by the Company. To the extent that any Work Product is not deemed to be a "work made for hire" under applicable law, and all right, title, and interest in and to such Work Product have not automatically vested in the Company, Executive hereby # irrevocably assigns, transfers, and conveys, and will assign, transfer, and convey, to the fullest extent permitted by applicable law, all right, title, and interest in and to the Work Product on a worldwide basis to the Company (or such other person or entity as the Company may designate), without further consideration; and # waives all moral rights in or to all Work Product, and to the extent such rights may not be waived, agrees not to assert such rights against the Company or its respective licensees, successors, or assigns. In order to permit the Company to claim rights to which it may be entitled, Executive agrees to promptly disclose to the Company in confidence all Work Product which Executive makes arising out of Executive's employment with the Company. Executive will assist the Company in obtaining patents on all Work Product patentable by the Company in the United States and in all foreign countries, and will execute all documents and do all things reasonably necessary to obtain letters patent, to vest the Company with full and extensive title thereto, and to protect the same against infringement by others.
PatentsInventions and Inventions.Assignment. Executive agrees that he will promptly disclose to the Company any and all Company Inventions made, conceived, or completed byand that Executive duringhereby irrevocably assigns to the term ofCompany all ownership rights in and to any and all Company Inventions. During Executive's service, solelyemployment or at any time thereafter, upon request of the Company, Executive will sign, execute and deliver any and all documents or instruments, including, without limitation, patent applications, declarations, invention assignments and copyright assignments, and will take any other action which the Company shall deem necessary to perfect in the Company trademark, copyright or patent rights with respect to Inventions, or to otherwise protect the Company's trade secrets and proprietary interests.. The term "Inventions" means discoveries; developments; trade secrets; processes; formulas; data; lists; software programs; graphics; artwork; logos, and all other works of authorship, ideas, concepts, know-how, designs, and techniques, whether or not any of the foregoing is or are patentable, copyrightable, or registrable under any intellectual property laws or industrial property laws in the United States. The term "Company Inventions" means all Inventions that # relate to the business or proposed business of the Company or any of its predecessors or that are discovered, developed, created, conceived, reduced to practice, made, learned or written by Executive, either alone or jointly with others, whichin the course of Executive's employment; # utilize, incorporate or otherwise relate to Confidential Information; or # are discovered, developed, created, conceived, reduced to practice, made, or written by him using property or equipment of the Company or any of its predecessors. Executive agrees to promptly and fully communicate in writing to the Company (to such department or officer of the Company and in accordance with such procedures as the Company may direct from time to time) any and all Company Inventions. Executive acknowledges and agrees that any work of authorship by Executive or others comprising Company Inventions shall be deemed to be a "work made for hire," as that term is defined in the United States Copyright Act (17 U.S.C. § 101 (2000)). To the extent that any such work of authorship may not be deemed to be a work made for hire, Executive hereby irrevocably assigns any ownership rights Executive may have in and to such work to the Company. This Agreement does not apply to any Inventions Executive made before Executive's employment with the Company'Company. To clearly establish Executive's equipment, supplies, facilities, or Confidential Information, or which relate at the time of conception or reduction to purpose of the Invention, to the business of the Company, or the Company's actual or demonstrably anticipated research and development, or which result fromrights, Executive has listed on [Exhibit B] any work performed by Executive for the Company, will be the sole and exclusive property of the Company, and all Trade Secrets, Confidential Information, copyrightable works, works of authorship, and all patents, registrations, or applications related thereto, all other intellectual property or proprietary information and all similar or related information (whetherInventions, whether or not patentable andor copyrightable and whether or not reduced to tangible form or practice) which relate to the business, research and development, or existing or future products or services of the Company and/or its subsidiaries and which are conceived, developed, orpractice, made by Executive duringhim prior to Executive's employment with the Company that are owned by Executive ("Work Product"Prior Inventions") will be deemed to be "work made for hire" (as defined in the Copyright Act, 17 U.S.C. §101 et seq., as amended) and owned exclusively by the Company. To the extent that any Work Product is not deemed to be a "work made for hire" under applicable law, and all right, title, and interest in and to such Work Product have not automatically vested in the Company, Executive hereby # irrevocably assigns, transfers, and conveys, and will assign, transfer, and convey, to the fullest extent permitted by applicable law, all right, title, and interest in and to the Work Product on a worldwide basis to the Company (or such other person or entity as the Company may designate), without further consideration; and # waives all moral rights in or to all Work Product, and to the extent such rights may not be waived, agrees not to assert such rights against the Company or its respective licensees, successors, or assigns. In order to permit the Company to claim rights to which it may be entitled, Executive agrees to promptly disclose to the Company in confidence all Work Product which Executive makes arising out of Executive's employmenttogether with the Company.approximate dates of their creation. If no such list is attached, Executive will assist the Company in obtaining patents on all Work Product patentable by the Company in the United States and in all foreign countries, and will execute all documents and do all things reasonably necessary to obtain letters patent, to vest the Company with full and extensive title thereto, and to protect the same against infringement by others.represents that there are no Prior Inventions.
PatentsInventions and Inventions.Patents. Executive agreesacknowledges that any Inventions made, conceived, or completed by Executive during the term of Executive's service, solely or jointly with others, which are made with the Company's equipment, supplies, facilities, or Confidential Information, or which relate at the time of conception or reduction to purpose of the Invention, to the business of the Company, or the Company's actual or demonstrably anticipated research and development, or which result from any work performed by Executive for the Company, will be the sole and exclusive property of the Company, and all Trade Secrets, Confidential Information, copyrightable works, works of authorship, and all patents, registrations, or applications related thereto, all other intellectual property or proprietary informationinventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable and copyrightable and whether or not reduced to tangible form or practice)patentable) which relate to the Company Group’s actual or anticipated business, research and development,development or existing or future products or services of the Company and/or its subsidiaries and which are conceived, developed,developed or made by Executive during Executive's employment withwhile employed by the Company ("Group (“Work Product"Product”) belong to the applicable member of the Company Group. Executive will be deemed to be "work made for hire" (as defined in the Copyright Act, 17 U.S.C. §101 et seq., as amended) and owned exclusively by the Company. To the extent that any Work Product is not deemed to be a "work made for hire" under applicable law, and all right, title, and interest in and topromptly disclose such Work Product have not automatically vested in the Company, Executive hereby # irrevocably assigns, transfers, and conveys, and will assign, transfer, and convey, to the fullest extent permitted by applicable law, all right, title, and interest in and to the Work Product on a worldwide basis to the Company (or such other person or entity as the Company may designate), without further consideration; and # waivesperform all moral rights in or to all Work Product, and to the extent such rights may not be waived, agrees not to assert such rights against the Company or its respective licensees, successors, or assigns. In order to permit the Company to claim rights to which it may be entitled, Executive agrees to promptly disclose to the Company in confidence all Work Product which Executive makes arising out of Executive's employment with the Company. Executive will assist the Company in obtaining patents on all Work Product patentableactions requested by the Company in the United States(whether during or after employment) to establish and in all foreign countries,confirm such ownership (including, without limitation, assignments, consents, powers of attorney and will execute all documents and do all things reasonably necessary to obtain letters patent, to vest the Company with full and extensive title thereto, and to protect the same against infringement by others.other instruments).
Patents and Inventions.The Executive agrees that any Inventions made, conceived,and all discoveries, inventions, works of authorship, improvements and innovations (including all data and records pertaining thereto), whether or completed by Executivenot patentable, or copyrightable, or reduced to writing (collectively, Inventions), which during the term of Executive'Executives service, solelyemployment by the Company, the Executive conceived or jointlymade, or conceives or makes, either alone or in conjunction with others, which are made with the Company's equipment, supplies, facilities, or Confidential Information, or which relate at the time of conception or reduction to purpose of the Invention,related to the business of the Company, or the Company's actual or demonstrably anticipated researchCompany and development, or which result from any work performed by Executive for the Company, willits Affiliates, are and shall be the sole and exclusive property of the Company,Company and its Affiliates, except for those inventions and discoveries conceived by the Executive prior to commencement of the Executives employment by the Company which are disclosed on [Schedule A] of this Agreement. The Executive shall promptly disclose all Trade Secrets, Confidential Information, copyrightable works, works of authorship, and all patents, registrations, or applications related thereto, all other intellectual property or proprietary information and all similar or related information (whether or not patentable and copyrightable and whether or not reduced to tangible form or practice) which relateInventions to the business, research and development, or existing or future products or servicesCompany conceived during the period of the Executives employment. At the request of the Company and/and at any time during or its subsidiaries and which are conceived, developed, or made by Executive during Executive'after the Executives employment with the Company, the Executive shall execute any assignments or other documents the Company ("Work Product") will be deemedand its Affiliates may deem necessary to be "work made for hire" (as definedprotect or perfect its rights in the Copyright Act, 17 U.S.C. §101 et seq., as amended)Inventions, and owned exclusively by the Company. To the extent that any Work Product is not deemed to be a "work made for hire" under applicable law, and all right, title, and interest in and to such Work Product have not automatically vested inshall assist the Company, at the Companys expense, in obtaining, defending and enforcing the Companys and its Affiliates rights therein. The Executive hereby # irrevocably assigns, transfers, and conveys, and will assign, transfer, and convey, to the fullest extent permitted by applicable law, all right, title, and interest in and to the Work Product on a worldwide basis toappoints the Company (or such other person or entity as the Company may designate), without further consideration; and # waives all moral rights inExecutives attorney-in-fact to execute on the Executives behalf any assignments or to all Work Product, and to the extent such rights may not be waived, agrees not to assert such rights against the Company or its respective licensees, successors, or assigns. In order to permitother documents deemed necessary by the Company to claimprotect or perfect its rights to which it may be entitled, Executive agrees to promptly disclose to the Company in confidence all Work Product which Executive makes arising out of Executive's employment with the Company. Executive will assist the Company in obtaining patents on all Work Product patentable by the Company in the United States and in all foreign countries, and will execute all documents and do all things reasonably necessary to obtain letters patent, to vest the Company with full and extensive title thereto, and to protect the same against infringement by others.any Inventions.
Patents and Inventions.Intellectual Property. The Executive agrees that any Inventions made, conceived, or completed by Executive during the term of Executive'the Executive’s service, solely or jointly with others, which are madeemployment with the Company's equipment, supplies, facilities, or Confidential Information, or which relate atCompany, and for a period of 12 months following the time of conception or reduction to purposetermination of the Invention,Executive’s employment for any reason, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which the Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company, its strategic plans, products, processes, apparatus or business now or hereafter carried on by the Company (collectively, “Inventions”), shall be fully and promptly disclosed to the business of the Company, or the Company's actual or demonstrably anticipated researchCompany and development, or which result from any work performed by Executive for the Company, willshall be the sole and exclusive property of the Company (as the Board shall determine) as against the Executive or any of the Executive’s assignees. Regardless of the status of the Executive’s employment by the Company, the Executive and all Trade Secrets, Confidential Information, copyrightable works, works of authorship,the Executive’s heirs, assigns and all patents, registrations,representatives hereby assigns, or applications related thereto, all other intellectual property or proprietary information and all similar or related information (whether or not patentable and copyrightable and whether or not reduced to tangible form or practice) which relateshall promptly assign, to the business, research and development, or existing or future products or services of the Company and/or its subsidiaries and which are conceived, developed, or made by Executive during Executive's employment with the Company ("Work Product") will be deemed to be "work made for hire" (as defined in the Copyright Act, 17 U.S.C. §101 et seq., as amended) and owned exclusively by the Company. To the extent that any Work Product is not deemed to be a "work made for hire" under applicable law, and all right, title,title and interest in and to such Work Product have not automatically vested inInventions made during the Company, Executive hereby # irrevocably assigns, transfers, and conveys, and will assign, transfer, and convey, toterm of the fullest extent permittedExecutive’s employment by applicable law, all right, title, and interest in and to the Work Product on a worldwide basisCompany. There are no Inventions with respect to the Company (or such other personconceived of, developed or entity asmade by the Executive before the Effective Date which have not been disclosed to and assigned to the Company. The Executive further agrees that at the request of and without charge to the Company, but at the Company’s expense, the Executive shall execute a written assignment of any Inventions to the Company may designate), without further consideration; and # waives all moral rights inshall assign to the Company any application for letters patent or to all Work Product,for trademark registration made thereon, and to any common-law or statutory copyright therein; and the extent such rightsExecutive shall do whatever may not be waived, agrees notnecessary or desirable to assert such rights against the Company or its respective licensees, successors, or assigns. In order to permitenable the Company to claim rights to which it may be entitled, Executive agrees to promptly disclose to the Company in confidence all Work Product which Executive makes arising out of Executive's employment with the Company. Executive will assist the Company in obtaining patents on all Work Product patentable by the Companysecure any patent, trademark, copyright, or other property right therein in the United States of America and in allany foreign countries,country, and willany division, renewal, continuation, or continuation in part thereof, or for any reissue of any patent issues thereon. In the event that the Company is unable, after reasonable effort, and in any event after 10 business days, to secure the Executive’s signature on a written assignment to the Company of any application for letters patent or to any common-law statutory copyright or other property right therein, whether because of the Executive’s physical or mental incapacity or for any other reason whatsoever, the Executive irrevocably designates and appoints the Chief Executive Officer of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute all documents and file any such application and to do all things reasonably necessaryother lawfully permitted acts to obtainfurther the prosecution and issuance of such letters patent, to vest the Company with full and extensive title thereto, and to protect the same against infringement by others.copyright or trademark.
PatentsIntellectual Property Rights. The Executive acknowledges and Inventions. Executive agrees that any Inventions made, conceived, or completed by Executive during the termall inventions, technology, processes, innovations, ideas, improvements, developments, methods, designs, analyses, trademarks, service marks, and other indicia of Executive's service, solely or jointly with others, which are made with the Company's equipment, supplies, facilities, or Confidential Information, or which relate at the time of conception or reduction to purpose of the Invention, to the business of the Company, or the Company's actual or demonstrably anticipated research and development, or which result from any work performed by Executive for the Company, will be the sole and exclusive property of the Company,origin, writings, audiovisual works, concepts, drawings, reports and all Trade Secrets, Confidential Information, copyrightable works,similar, related, or derivative information or works of authorship, and all patents, registrations, or applications related thereto, all other intellectual property or proprietary information and all similar or related information (whether or not patentable or subject to copyright), including but not limited to all resulting patent applications, issued patents, copyrights, copyright applications and copyrightableregistrations, and whethertrademark applications and registrations in and to any of the foregoing, along with the right to practice, employ, exploit, use, develop, reproduce, copy, distribute copies, publish, license, or create works derivative of any of the foregoing, and the right to choose not reduced to tangible formdo or practice)permit any of the aforementioned actions, which relate to the business, or Affiliates’ actual or anticipated Business, research and development,development or existing or future products or services of the Company and/or its subsidiaries and which are conceived, developed,developed or made by the Executive during Executive's employment withwhile employed by or an Affiliate (collectively, the Company ("Work Product"“Work Product”) will be deemedbelong to be "work made. The Executive further acknowledges and agrees that to the extent relevant, this Agreement constitutes a “work for hire" (as defined inhire agreement” under the Copyright Act, 17 U.S.C. §101 et seq., as amended) and owned exclusively bythat any copyrightable work (“Creation”) constitutes a “work made for hire” under the Company.Copyright Act such that is the copyright owner of the Creation. To the extent that any Work Productportion of the Creation is held not deemed to be a "work“work made for hire"hire” under applicable law, andthe Copyright Act, the Executive hereby irrevocably assigns to all right, title,title and interest in such Creation. All other rights to any new Work Product and all rights to any existing Work Product are also hereby irrevocably conveyed, assigned and transferred to pursuant to this Agreement. The Executive will promptly disclose and deliver such Work Product have not automatically vested into and, at ’s expense, perform all actions reasonably requested by (whether during or after the Company, Executive hereby # irrevocably assigns, transfers,Employment Period) to establish, confirm and conveys,protect such ownership (including, without limitation, the execution of assignments, copyright registrations, consents, licenses, powers of attorney and will assign, transfer, and convey, to the fullest extent permitted by applicable law, all right, title, and interest in and to theother instruments). All Work Product on a worldwide basis tomade within six months after termination of the Company (or such other person or entity as the Company may designate), without further consideration; and # waives all moral rights in or to all Work Product, and to the extent such rights may not be waived, agrees not to assert such rights against the Company or its respective licensees, successors, or assigns. In order to permit the Company to claim rights to which it may be entitled, Executive agrees to promptly disclose to the Company in confidence all Work Product which Executive makes arising out of Executive'Executive’s employment with will be presumed to have been conceived during the Company.Executive’s employment with , unless the Executive will assist the Company in obtaining patents on all Work Product patentable by the Company in the United States and in all foreign countries, and will execute all documents and do all things reasonably necessary to obtain letters patent, to vest the Company with full and extensive title thereto, and to protect the same against infringement by others.can prove conclusively that it was created after such termination.
PatentsExcept as otherwise provided in written agreement between Executive and Inventions. Executive agrees that any Inventions made, conceived, or completed by Executive during the term of Executive's service, solely or jointly with others, which are made with the Company's equipment, supplies, facilities, or Confidential Information, or which relate at the time of conception or reduction to purpose of the Invention, to the business of the Company, or the Company's actual or demonstrably anticipated researchExecutive shall retain all right, title and development, or which result from any work performed by Executive for the Company, will be the soleinterest in and exclusive property of the Company, andto all Trade Secrets, Confidential Information, copyrightable works, works of authorship, and all patents, registrations, or applications related thereto, all other intellectual property or proprietary informationinventions, developments, ideas, methods, processes, designs, analyses, reports and all similar or related information (whether or not patentable and copyrightable and(in each case whether or not patentable), all copyrightable works, all trade secrets, confidential information and know-how, and all other intellectual property rights that were conceived, reduced to tangible form or practice) which relate to the business, research and development, or existing or future products or services of the Company and/or its subsidiaries and which are conceived, developed,practice, developed or made by Executive during Executive's employmentprior to his Employment with the Company ("Work Product") will be deemed to be "work made for hire" (as defined in the Copyright Act, 17 U.S.C. §101 et seq., as amended) and owned exclusively by the Company. To the extent that any Work Product is not deemed to be a "work made for hire" under applicable law, and all right, title, and interest in and to such Work Product have not automatically vested in the Company, Executive hereby # irrevocably assigns, transfers, and conveys, and will assign, transfer, and convey, to the fullest extent permitted by applicable law, all right, title, and interest in and to the Work Product on a worldwide basis to the Company (or such other person or entity as the Company may designate), without further consideration; and # waives all moral rights in or to all Work Product, and to the extent such rights may not be waived, agrees not to assert such rights against the Company or its respective licensees, successors, or assigns. In order to permit the Company to claim rights to which it may be entitled, Executive agrees to promptly disclose to the Company in confidence all Work Product which Executive makes arising out of Executive'(“Executive’s employment with the Company. Executive will assist the Company in obtaining patents on all Work Product patentable by the Company in the United States and in all foreign countries, and will execute all documents and do all things reasonably necessary to obtain letters patent, to vest the Company with full and extensive title thereto, and to protect the same against infringement by others.Inventions”).
PatentsExecutive hereby assigns to Company all right, title and Inventions. Executive agreesinterest in and to all inventions, developments, ideas, methods, processes, designs, analyses, reports and all similar or related information (in each case whether or not patentable), all copyrightable works, all trade secrets, confidential information and know-how, and all other intellectual property rights that any Inventions made,# are conceived, reduced to practice, developed or completedmade by Executive during the term of Executive's service, solely or jointly with others, which are made with the Company's equipment, supplies, facilities, or Confidential Information, or whichEmployment Period, and # either: # relate at the time of conception or reduction to purpose of the Invention,practice to the business of the Company,Company’s business, or the Company's actual or demonstrably anticipated research and development, or whichdevelopment of the Company, or # result from any work performed by Executive for the Company, will be the sole and exclusive property of the Company, and all Trade Secrets, Confidential Information, copyrightable works, works of authorship, and all patents, registrations, or applications related thereto, all other intellectual property or proprietary information and all similar or related information (whether or not patentable and copyrightable and whether or not reduced to tangible form or practice) which relate to the business, research and development, or existing or future products or services of the Company and/or its subsidiaries and which are conceived, developed, or made by Executive during Executive's employment with the (“Company ("Work Product"IP”) will be deemed to be "work made for hire" (as defined in the Copyright Act, 17 U.S.C. §101 et seq., as amended) and owned exclusively by the Company. To the extent that any Work Product is not deemed to be a "work made for hire" under applicable law, and all right, title, and interest in and to such Work Product have not automatically vested in the Company, Executive hereby # irrevocably assigns, transfers, and conveys, and will assign, transfer, and convey, to the fullest extent permitted by applicable law, all right, title, and interest in and to the Work Product on a worldwide basis to the Company (or such other person or entity as the Company may designate), without further consideration; and # waives all moral rights in or to all Work Product, and to the extent such rights may not be waived, agrees not to assert such rights against the Company or its respective licensees, successors, or assigns. In order to permit the Company to claim rights to which it may be entitled, Executive agrees to promptly disclose to the Company in confidence all Work Product which Executive makes arising out of Executive's employment with the Company. Executive will assist the Company in obtaining patents on all Work Product patentable by the Company in the United States and in all foreign countries, and will execute all documents and do all things reasonably necessary to obtain letters patent, to vest the Company with full and extensive title thereto, and to protect the same against infringement by others..
PatentsInventions and Inventions. Executive agrees that any Inventions made, conceived,Patents. All inventions, innovations or completedimprovements (including policies, procedures, products, improvements, software, ideas and discoveries, whether patent, copyright, trademark, service mark, or otherwise) conceived or made by Executive during the term of Executive's service, solelyExecutive, either alone or jointly with others, which are made within the Company's equipment, supplies, facilities, or Confidential Information, or which relate at the timecourse of conception or reduction to purpose of the Invention, to the business ofhis employment by the Company, or the Company's actual or demonstrably anticipated research and development, or which result from any work performed by Executive for the Company, will be the sole and exclusive property of the Company, and all Trade Secrets, Confidential Information, copyrightable works, works of authorship, and all patents, registrations, or applications related thereto, all other intellectual property or proprietary information and all similar or related information (whether or not patentable and copyrightable and whether or not reducedbelong to tangible form or practice) which relate to the business, research and development, or existing or future products or services of the Company and/or its subsidiaries and which are conceived, developed, or made by Executive during Executive's employment with the Company ("Work Product") will be deemed to be "work made for hire" (as defined in the Copyright Act, 17 U.S.C. §101 et seq., as amended) and owned exclusively by the Company. To the extent that any Work Product is not deemed to be a "work made for hire" under applicable law, and all right, title, and interest in and to such Work Product have not automatically vested in the Company, Executive hereby # irrevocably assigns, transfers, and conveys, and will assign, transfer, and convey, to the fullest extent permitted by applicable law, all right, title, and interest in and to the Work Product on a worldwide basis to the Company (or such other person or entity as the Company may designate), without further consideration; and # waives all moral rights in or to all Work Product, and to the extent such rights may not be waived, agrees not to assert such rights against the Company or its respective licensees, successors, or assigns. In order to permit the Company to claim rights to which it may be entitled, Executive agrees to promptly disclose to the Company in confidence all Work Product which Executive makes arising out of Executive's employment with the Company. Executive will assistpromptly disclose in writing such inventions, innovations or improvements to the Company and perform all actions reasonably requested by the Company to establish and confirm such ownership by the Company, including, but not limited to, cooperating with and assisting the Company in obtaining patents on all Work Product patentable bypatents, copyrights, trademarks, or service marks for the Company in the United States and in all foreign countries, and will execute all documents and do all things reasonably necessary to obtain letters patent, to vest the Company with full and extensive title thereto, and to protect the same against infringement by others.countries.
Patents and Inventions. Executive agrees that any InventionsAny invention, improvement, design, process, information, copyright work, computer program, trade mark, trade name or get-up, work, output or other works of authorship (collectively, “Developments”) made, conceived,created or completeddiscovered by Executive during the termemployment, whether capable of Executive'being patented or registered or not and whether or not made or discovered in the course of Executive’s service, solelyemployment, in conjunction with or jointly with others, which are made with the Company's equipment, supplies, facilities,in any way affecting or Confidential Information, or which relate at the time of conception or reduction to purpose of the Invention,relating to the business of the Company,Company Group (or its predecessors), or the Company's actualcapable of being used or demonstrably anticipated research and development,adapted for use in or which result from any work performed by Executive for the Company, willin connection with such business, together with all Intellectual Property subsisting therein (the “Intellectual Property Rights”), shall be the sole and exclusive property of the Company, and all Trade Secrets, Confidential Information, copyrightable works, works of authorship, and all patents, registrations, or applications related thereto, all other intellectual property or proprietary information and all similar or related information (whether or not patentable and copyrightable and whether or not reduced to tangible form or practice) which relatedisclosed immediately to the business, researchCompany and development, or existing or future products or services of the Company and/or its subsidiaries and which are conceived, developed, or made by Executive during Executive's employment with the Company ("Work Product") will be deemed to be "work made for hire" (as defined in the Copyright Act, 17 U.S.C. §101 et seq., as amended) and owned exclusively by the Company. To the extent that any Work Product is not deemed to be a "work made for hire" under applicable law, and all right, title, and interest in and to such Work Product have not automatically vested in the Company, Executive hereby # irrevocably assigns, transfers, and conveys, and will assign, transfer, and convey,shall, to the fullest extent permitted by applicable law, all right, title,be deemed “work made for hire” and interest inbelong to and tobe the Work Product on a worldwide basisabsolute property of the Company and each member of the Company Group, and Executive hereby assigns to the Company (or such other person or entity asand each member of the Company Group, all such copyright, database rights, design rights, moral rights, contract and licensing rights, and any other Intellectual Property capable of assignment by way of present assignment of future rights, which may designate), without further consideration; and # waives all moral rightsfall within the definition of the Intellectual Property Rights absolutely for the full term of those rights. If, in the course of Executive’s employment with the Company, Executive incorporates any Developments that Executive has, alone or jointly with others, conceived, developed or reduced to all Work Product, andpractice prior to the extent such rights may not be waived, agrees not to assert such rights againstcommencement of Executive’s employment with the Company or its respective licensees, successors, or assigns. In order to permitany member of the Company Group (or their predecessors) that Executive considers, in whole or in part, directly or indirectly, to claim rightsbe his property (“Prior Invention”) into a Company product, process or other work done for the Company (“Company-Related Developments”), Executive hereby grants to which it maythe Company and each member of the Company Group a nonexclusive, royalty-free, paid up, irrevocable, worldwide license (with the full right to sublicense) to make, have made, modify, use, sell, offer for sale and import such Prior Invention. Notwithstanding the foregoing, Executive will not incorporate, or permit to be entitled,incorporated, Prior Inventions in any Company-Related Development without the Company’s prior written consent. Notwithstanding the foregoing, nothing in this Agreement shall be construed to obligate Executive to assign to the Company or any member of the Company Group any Development which, in the reasonable judgment of the Company, reasonably exercised, is developed entirely on Executive’s own time and does not relate to the business efforts or research and development efforts in which, during the period of Executive’s employment, the Company or any member of the Company Group actually is engaged or reasonably would be engaged, and does not result from the use of premises or equipment owned or leased by the Company or any member of the Company Group; provided, however, that Executive agrees tothat Executive shall promptly disclose to the Company any such Developments for the purpose of determining whether they qualify for such exclusion. Executive understands that, to the extent this Agreement is required to be construed in confidence all Work Product which Executive makes arising out of Executive's employmentaccordance with the Company. Executivelaws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this [Section 7(b)] will assistbe interpreted not to apply to any invention which a court rules and/or the Company in obtaining patents on all Work Product patentable by the Company in the United States and in all foreign countries, and will execute all documents and do all things reasonably necessary to obtain letters patent, to vest the Company with full and extensive title thereto, and to protect the same against infringement by others.agrees falls within such classes.
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