This Assignment of Inventions to Employer is between a company and an employee who may invent or develop a new process while in company’s employ. This assignment sets out the identities of the parties and the terms relating to the invention, including any intellectual property rights. This Assignment of Inventions to Employer must be signed by both the company and the employee.
ASSIGNMENT OF INVENTIONS TO EMPLOYER
THIS AGREEMENT made on this ______day of __________________, 20________ by and between, __________________________________________of ____________________________________ _ (the “Company”) and ______________________________________________________________ of ______________________________________________________ (the “Employee”).
ASSIGNMENT OF INVENTIONS
If at any time or times during the term of his employment, the Employee shall either alone or with other employees of the Company make, conceive, create, discover, invent or reduce to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, trade secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under any copyright, trademark or similar statutes) (collectively "Developments") that
(i) relates to the business of the Company or any of the products or services being developed, manufactured or sold by the Company, (ii) results from tasks assigned to the Employee by the Company or (iii) results from the use of premises or personal property whether tangible or intangible owned, leased or contracted for by the Company, such Developments and the benefits thereof are and shall immediately become the sole and absolute property of the Company and its assigns, as works made for hire or otherwise, and the Employee shall promptly disclose to the Company or any persons designated by Company such Development and, as may be necessary to ensure the Company's ownership of such Developments, the Employee hereby assigns any rights, title and interest (including, but not limited to, any copyrights and trademarks) in and to the Developments and benefits and/or rights resulting therefrom to the Company and its assigns without further compensation and shall communicate, without cost or delay, and without disclosing to others the same, all available information relating thereto (with all necessary plans and models) to the Company.
The Employee will, during his employment and at any time thereafter, at the request and cost of the Company, promptly sign, execute, make and do all such deeds, documents, acts and things as the Company and its duly authorized agents may reasonably require: (i) to apply for, obtain, register and vest in the name of the Company alone (unless the Company otherwise directs) letters patent, copyrights, trademarks or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same; and (ii) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition or other proceedings or petitions or applications for revocation of such letters patent, copyright, trademark or other analogous protection.
WAIVER
The Employee acknowledges that all restrictions in this Agreement are reasonable in the circumstances and hereby waives all defenses to the enforcement thereof by the Employer. In the event that any provisions of this Agreement shall be deemed void or invalid by a court of competent jurisdiction, the remaining provisions shall be and remain in full force and effect and the Employee hereby confers upon such court the power to replace such void or invalid provisions with such other
enforceable and valid provisions as shall be as near as may be to the original in form and effect.
INJUNCTIVE RELIEF
The Employee acknowledges that breach by him or her of the terms and conditions of this Agreement may cause irreparable harm to the Employer which may not be compensable by monetary damages. Accordingly, the Employee acknowledges that a breach by it of the terms and conditions of this Agreement shall be sufficient grounds for the granting of an injunction at the suit of the Employer by a court of competent jurisdiction.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of _________________________.
ENTIRE AGREEMENT
This Agreement is the entire agreement between the Employee and the Employer relating to the subject matter hereof and stands in the place of any previous agreement, whether oral or in writing. The Employee agrees that no amendment to this Agreement shall be binding upon the parties unless it is in writing and executed by both parties.
IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written.
__________________________________
Signature
__________________________________
Name
Title: _____________________________
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