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