Intellectual property - Contract of Employment

Refers to information and knowledge gained whilst in the course of employment. Should include software. Always difficult to restrict an employees use of job knowledge after they have left employment - see Restriction Clause for more information.

Example Clauses

If the employee shall at any time be engaged in duties during the course of which he discovers or creates Intellectual Property which relates to or may be used in the Group’s business full details of that Intellectual Property shall immediately be communicated to the Company and shall become the absolute property of the Company. At the request of the Company the employee shall give and supply all necessary information and assistance as shall be necessary to enable the Company to exploit the Intellectual Property to the best advantage and shall execute all documents and do all things which may be necessary or desirable for obtaining patents or other protection for the Intellectual Property in such parts of the world as may be specified by the Company and for vesting the same in the Company as it may direct.

For the purposes of Intellectual Property, the following words and expressions shall, except where the context requires otherwise, have the following meanings:

"Intellectual Property": includes, without limitation, inventions, designs, processes, formulae, notations, improvements, know-how, goodwill, reputation, moulds, get-up, logos, devices, plans, models, literary, dramatic, musical and artistic works;

"Intellectual Property Rights": includes patents, registered and unregistered design rights, trademarks, service marks, trade names, goodwill, copyrights, moral rights and all other intellectual property rights (in each case in any part of the world and whether or not registered or registrable and to the fullest extent thereof and for the full period thereof and all extensions and renewals thereof) and all applications for registration thereof, and all rights and interests thereto and therein;

"Relevant Intellectual Property": all Intellectual Property produced invented or discovered by you either alone or with any other person at any time now or hereafter during the continuance in force of this Agreement (whether or not in the course of your employment hereunder) which is Intellectual Property of the kind produced at any such time by the Company or any Associated Company, or relates directly or indirectly to the business of the Company or any Associated Company or which may in the reasonable opinion of the Company be capable of being used or adapted for use therein or in connection therewith;

All relevant Intellectual Property and all Intellectual Property Rights therein shall to the fullest extent permitted by law belong to, vest in and be the absolute, sole and unencumbered property of the Company or an Associated Company.

You hereby:

acknowledge for the purposes of Section 39, Patents Act 1977 that because of the nature of your duties and the particular responsibilities arising from the nature of your duties will have at all times during your employment have a special obligation to further the interests of the undertakings of the Company and of any Associated Company;

undertake to notify and disclose to the Company in writing full details of all relevant Intellectual Property forthwith upon the production of the same, and promptly whenever requested by the Company and in any event upon the determination of your employment with the Company deliver up to the Company all correspondence and other documents, papers and records, and all copies thereof in your possession, custody and power relating to any relevant Intellectual Property;

undertake to hold upon trust for the benefit of the Company or any Associated Company any relevant Intellectual Property and the Intellectual Property Rights therein to the extent the same may not be and until the same are vested absolutely in the Company or any Associated Company;

assign by way of future assignment all copyright, design rights and other propriety rights (if any) in all relevant Intellectual Property;

pursuant to Section 87 of the Copyright, Designs and Patents Act 1988, unconditionally and irrevocably waive your rights to be identified as the author of any of the relevant Intellectual Property in which copyright subsists ("the Work") and not to have the Work subjected to derogatory treatment; and this waiver is made expressly in favour of the Company and shall extend to licensees and successors in title to the copyright in the Work;

acknowledge that, save as provided by law, no further remuneration or compensation other than that provided for herein is or may become due to you in respect of the performance of your obligations under this Clause; and

undertake at the expense of the Company to execute all such documents, make such applications, give such assistance and do such acts and things as may in the opinion of the Board be necessary or desirable to vest in and register or obtain letters patents in the name of the Company or any Associated Company and otherwise to protect and maintain the relevant Intellectual Property and the Intellectual Property Rights therein.

To the extent that by law any relevant Intellectual Property or the Intellectual Property Rights therein do not, or are not permitted to, vest in or belong to the Company or any Associated Company you agree immediately upon the same coming into existence to offer to the Company or any Associated Company in writing a right of first refusal to acquire the same on arm's length terms to be negotiated and agreed between the parties in good faith.