108 lines
4.8 KiB
Markdown
108 lines
4.8 KiB
Markdown
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# Company IP Assignment
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## Assignment of Intellectual Property
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Member hereby assigns to Company exclusively and throughout the world and universe all right,
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title and interest (whether or not now existing) in
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* (a) work done for the Company
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* (b) all precursors, portions and works in progress with respect thereto
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* (c) and all inventions, works of authorship, mask works, technology, information,
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know-how, materials and tools relating thereto or to the development,
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support or maintenance thereof
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(d) all copyrights, patent rights, trade secret rights, trademark rights,
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mask works rights, sui generis, database rights and all other intellectual and
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industrial property rights of any sort
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(e) all business, contract rights, causes of action, and goodwill in,
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incorporated or embodied in, used to develop, or related to any of the
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foregoing (collectively, “Intellectual Property”).
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To the extent allowed by applicable law, this Section includes all
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rights of paternity (for example, including but not limited to the right
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to be identified as author), integrity, disclosure and withdrawal and
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any other rights that may be known as or referred to as moral rights,
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artist’s rights, droit moral or the like (collectively, “Moral Rights”).
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To the extent Member retains any Moral Rights under applicable law,
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Member hereby ratifies and consents, and hereby provides all necessary
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ratifications and consents, to any action that may be taken with respect
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to such Moral Rights by or authorized by Company,
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and Member agrees not to assert any Moral Rights with respect thereto.
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The foregoing applies to the subject matter enumerated in Exhibit A.
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Member will confirm any such ratification, consent or agreement from
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time to time as requested by Company.
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## Consideration
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Company agrees to distribute to Member certain percentage of profit of the Company
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on an ongoing basis, pursuant to the provisions of this Agreement between Company
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and Member.
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Such distributions shall be the only consideration required of Company
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with respect to the subject matter of this Agreement.
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## Further Assurances
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Member agrees to assist Company in every proper way to evidence, record
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and perfect the Section (Assignment Of Intellectual Property)
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and to apply for and obtain recording of
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and from time to time enforce, maintain and defend the assigned rights.
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If Company is unable for any reason whatsoever to secure Members
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signature to any document it is entitled to under this Section,
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Member hereby irrevocably designates and appoints Company and
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its duly authorized officers and agents, as his agents and
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attorneys-in-fact with full power of substitution to act for
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and on his behalf and instead of Member, only to execute and
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file any such document or documents and to do all other lawfully
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permitted acts to further the purposes of the foregoing with the
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same legal force and effect as if executed by Member.
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## Restrictions Of Use re Confidential Information and Intellectual Property of Third Parties
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Member will not use, assign, disclose to the Company any technical or business information
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or plans of Third Parties , except to the extent Member
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can document that it is generally available (through no fault of Member)
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for use and disclosure by the public without any charge license or restriction,
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such as public domain or approved OSI licensed or CC licensed code/documenation,
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Member recognizes and agrees that any breach or threatened breach of this
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Section will cause irreparable harm to Company for which damages would
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not be an adequate remedy, and, therefore, Company will be entitled to equitable relief
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(including without limitation, injunctions) with respect thereto in addition to any
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other civil or criminal remedies.
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## Warranty
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Member represents and warrants to Company that Member
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* (a) was the sole owner (other than Company) of all rights, title and interest
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in and to the Technology and Intellectual Property,
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* (b) has not assigned, transferred, licensed, pledged or otherwise encumbered any
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Technology or Intellectual Property or agreed to do so,
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* (c) has full power and authority to enter into this Agreement and to make the
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assignment provided in Section (Assignment Of Intellectual Property),
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* (d) is not aware of any violation, infringement or misappropriation of any
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third party’s rights (or any claim thereof) by the Technology or Intellectual Property,
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* (e) was not acting within the scope of employment by any third party when conceiving,
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creating or otherwise performing any activity with respect to anything
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purportedly assigned in Section (Assignment Of Intellectual Property)
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* (f) is not aware of any questions or challenges with respect to the patentability
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or validity of any claims of any existing patents or patent applications
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relating to the Intellectual Property.
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