/Docs/G/Cooley-Employee-CIIA-US-CmA/Sec/Invention/2.md
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(Sec = (Ti = Assignments of Inventions)
(sec = - (Def.Sec = (Def.Ti = Definitions)
(Def.sec = As used in this {_Agreement}, the term “{DefT.Intellectual_Property_Right}s” means all trade secrets, {_Copyrights}, trademarks, mask work rights, patents and other intellectual property rights recognized by the laws of any jurisdiction or country; the term “{DefT.Copyright}” means the exclusive legal right to reproduce, perform, display, distribute and make derivative works of a work of authorship (as a literary, musical, or artistic work) recognized by the laws of any jurisdiction or country; and “{DefT.Moral_Right}s” means all paternity, integrity, disclosure, withdrawal, special and any other similar rights recognized by the laws of any jurisdiction or country.)
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- (ExcludedInventions.Sec = (ExcludedInventions.Ti = {_Excluded_Inventions} and Other Inventions)
(ExcludedInventions.sec = (ExcludedInventions.0.sec = )
(ExcludedInventions.xlist = (ExcludedInventions.sens = (ExcludedInventions.1.sec = Attached hereto as Exhibit A is a list describing all existing {_Inventions}, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by {_Company}, (b) that may relate to {_Company}’s business or actual or demonstrably anticipated research or development, and (c) that are not to be assigned to {_Company} (“{DefT.Excluded_Invention}s”).)
(ExcludedInventions.2.sec = If no such list is attached, I represent and agree that it is because I have no {_Excluded_Inventions}.)
(ExcludedInventions.3.sec = For purposes of this {_Agreement}, “{DefT.Other_Invention}s” means {_Inventions} in which I have or may have an interest, as of the commencement of my employment or thereafter, other than {_P1_Inventions} (as defined below) and {_Excluded_Inventions}.)
(ExcludedInventions.4.sec = I acknowledge and agree that if I use any {_Excluded_Inventions} or any {_Other_Inventions} in the scope of my employment, or if I include any {_Excluded_Inventions} or {_Other_Inventions} in any product or service of {_Company}, or if my rights in any {_Excluded_Inventions} or {_Other_Inventions} may block or interfere with, or may otherwise be required for, the exercise by {_Company} of any rights assigned to {_Company} under this {_Agreement}, I will immediately so notify {_Company} in writing.)
(ExcludedInventions.5.sec = Unless {_Company} and I agree otherwise in writing as to particular {_Excluded_Inventions} or {_Other_Inventions}, I hereby grant to {_Company}, in such circumstances (whether or not I give {_Company} notice as required above), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such {_Excluded_Inventions} and {_Other_Inventions}.)
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(ExcludedInventions.00.sec = )
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- (Assign.Sec = (Assign.Ti = Assignment of {_P1_Inventions})
(Assign.sec = (Assign.0.sec = )
(Assign.xlist = (Assign.Olist = - (Assign.Secs = (Assign.secs = (Assign.1.sec = {_Inventions} assigned to {_Company} or to a third party as directed by {_Company} pursuant to {Invention.AssignToUSGovt.Xref} are referred to in this {_Agreement} as “{DefT.P1_Invention}s.” )
- (Assign.2.sec = Subject to {Invention.CaliforniaSpecificInventionsLaw.Xref} and except for {_Excluded_Inventions} set forth in Exhibit A and {_Other_Inventions}, I hereby assign to {_Company} all my right, title, and interest in and to any and all {_Inventions} (and all {_Intellectual_Property_Rights} with respect thereto) made, conceived, reduced to practice, or learned by me, either alone or with others, during the period of my employment by {_Company}.)
- (Assign.3.sec = To the extent required by applicable {_Copyright} laws, I agree to assign in the future (when any copyrightable {_Inventions} are first fixed in a tangible medium of expression) my {_Copyright} rights in and to such {_Inventions}. Any assignment of {_P1_Inventions} (and all {_Intellectual_Property_Rights} with respect thereto) hereunder includes an assignment of all {_Moral_Rights}.)
- (Assign.4.sec = To the extent such {_Moral_Rights} cannot be assigned to {_Company} and to the extent the following is allowed by the laws in any country where {_Moral_Rights} exist, I hereby unconditionally and irrevocably waive the enforcement of such {_Moral_Rights}, and all claims and causes of action of any kind against {_Company} or related to {_Company}’s customers, with respect to such rights.)
- (Assign.5.sec = I further acknowledge and agree that neither my successors-in-interest nor legal heirs retain any {_Moral_Rights} in any {_P1_Inventions} (and any {_Intellectual_Property_Rights} with respect thereto).)
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(Assign.00.sec = )
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(CaliforniaSpecificInventionsLaw.Sec = (CaliforniaSpecificInventionsLaw.Ti = Unassigned or Nonassignable {_Inventions})
(CaliforniaSpecificInventionsLaw.sec = I recognize that this {_Agreement} will not be deemed to require assignment of any {_Invention} that is covered under California Labor Code section 2870(a) (the “{DefT.Specific_Inventions_Law}”) except for those {_Inventions} that are covered by a contract between {_Company} and the United States or any of its agencies that require full title to such patent or {_Invention} to be in the United States.)
)
(KeepInformed.Sec = (KeepInformed.Ti = Obligation to Keep {_Company} Informed)
(KeepInformed.sec = During the period of my employment, I will promptly and fully disclose to {_Company} in writing all {_Inventions} authored, conceived, or reduced to practice by me, either alone or jointly with others. At the time of each such disclosure, I will advise {_Company} in writing of any {_Inventions} that I believe fully qualify for protection under the provisions of the {_Specific_Inventions_Law}; and I will at that time provide to {_Company} in writing all evidence necessary to substantiate that belief. {_Company} will keep in confidence and will not use for any purpose or disclose to third parties without my consent any confidential information disclosed in writing to {_Company} pursuant to this {_Agreement} relating to {_Inventions} that qualify fully for protection under the {_Specific_Inventions_Law}. I will preserve the confidentiality of any {_Invention} that does not fully qualify for protection under the {_Specific_Inventions_Law}.)
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(AssignToUSGovt.Sec = (AssignToUSGovt.Ti = Government or Third Party)
(AssignToUSGovt.sec = I agree that, as directed by {_Company}, I will assign to a third party, including without limitation the United States, all my right, title, and interest in and to any particular {_P1_Invention}.)
)
(Ownership.Sec = (Ownership.Ti = Ownership of Work Product)
(Ownership.sec = (Ownership.0.sec = )
(Ownership.xlist = (Ownership.sens = (Ownership.1.sec = I agree that {_Company} will exclusively own all work product that is made by me (solely or jointly with others) within the scope of my employment, and I hereby irrevocably and unconditionally assign to {_Company} all right, title and interest worldwide in and to such work product.)
(Ownership.2.sec = I acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of my employment and which are protectable by {_Copyright} are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section 101).)
(Ownership.3.sec = I understand and agree that I have no right to publish on, submit for publishing, or use for any publication any work product protected by this Section, except as necessary to perform services for {_Company}.)
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(Ownership.00.sec = )
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(EnforcementAssistance.Sec = (EnforcementAssistance.Ti = Enforcement of {_Intellectual_Property_Rights} and Assistance)
(EnforcementAssistance.sec = (EnforcementAssistance.0.sec = )
(EnforcementAssistance.xlist = (EnforcementAssistance.Olist = - (EnforcementAssistance.Secs = (EnforcementAssistance.secs = (EnforcementAssistance.1.sec = I will assist {_Company} in every proper way to obtain, and from time to time enforce, United States and foreign {_Intellectual_Property_Rights} and {_Moral_Rights} relating to {_P1_Inventions} in any and all countries.)
- (EnforcementAssistance.2.sec = To that end I will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as {_Company} may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such {_Intellectual_Property_Rights} and the assignment thereof.)
- (EnforcementAssistance.3.sec = In addition, I will execute, verify and deliver assignments of such {_Intellectual_Property_Rights} to {_Company} or its designee, including the United States or any third party designated by {_Company}. My obligation to assist {_Company} with respect to {_Intellectual_Property_Rights} relating to such {_P1_Inventions} in any and all countries will continue beyond the termination of my employment, but {_Company} will compensate me at a reasonable rate after my termination for the time actually spent by me at {_Company}’s request on such assistance.)
- (EnforcementAssistance.4.sec = In the event {_Company} is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint {_Company} and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and on my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by me.)
- (EnforcementAssistance.5.sec = I hereby waive and quitclaim to {_Company} any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement of any {_Intellectual_Property_Rights} assigned under this {_Agreement} to {_Company}.)
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(EnforcementAssistance.00.sec = )
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(OpenSource.Sec = (OpenSource.Ti = Incorporation of Software Code)
(OpenSource.sec = I agree that I will not incorporate into any {_Company} software or otherwise deliver to {_Company} any software code licensed under the GNU General Public License or Lesser General Public License or any other license that, by its terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed by {_Company} except in strict compliance with {_Company}’s policies regarding the use of such software.)
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