This Intellectual Property Agreement (the “Agreement”) has been entered into on date by and between:
ENGINEER, (“Assignor”), and GRABCAD, (“Assignee”).
The Engineer and GrabCAD hereinafter collectively referred also to as the Parties and individually as a Party;
1.1. The Assignor has been contracted or is otherwise engaged by or associated with the Assignee in various tasks for the Assignee including, but not limited to Confidential Information and Inventions, (both as defined hereinafter).
It is further understood by the Assignor and the Assignee that the ownership of any Invention that may result, directly or indirectly, on account of the contributions of the Assignor during the Period of Engagement shall belong to the Assignee.
“Confidential Information” means any oral, written, graphic or machine readable information including, but not limited to, that which relates to patents, patent applications, research, product plans, products, developments, inventions, processes, designs, algorithms, drawings, engineering, formulae, markets, regulatory information, business plans, agreements with third parties, services, customers, marketing or finances of the Assignee (including the information that does not belong to the Assignee but is in the possession of the Assignee) disclosed to Assignor by the Assignee.
“Intellectual Property Rights” means intellectual and / or industrial property rights of whatsoever nature (whether registered or not registered and registrable or not registrable) including without limitation patents (including utility models), design patents, design rights, semiconductor chip topography rights, mask works and other like protection, copyright, trade mark, trade secrets, Confidential Information and applications for the registration or recordal of any of the foregoing;
“Invention” includes, but is in no way no limited to, any and all inventions, original works of authorship, ideas, business plans, formulae, flow charts, developments, concepts, know how, improvements, Confidential Information or trade secrets, whether or not patentable or registrable under patent, copyright or other similar laws;
“Period of Engagement” means the period of time in which the Parties have agreed to carry out the tasks or project.
3.1. The Assignor assigns to the Assignee the Assignor’s entire right, title and interest in and to all the Inventions which relate in any way to the Business which he may have, solely or jointly, developed or reduced to practice during the Period of Engagement, including all Intellectual Property Rights in the Invention.
3.2. The Assignor assigns to the Assignee, the Assignor’s entire right, title and interest in and to all Inventions, which relate in any way to the Business which he may, solely or jointly, develop or reduce to practice during the subsistence of the Business Relationship, including all Intellectual Property Rights in the Invention.
3.3. Except as assigned above in Clause 3, the Assignor acknowledges that he does not have title, right or interest, held solely or jointly, to any Invention which relates in any way to the Business.
4.1. The Assignor acknowledges that it shall assist the Assignee in every way in order to secure the Assignee ’s rights in any Invention that is the subject of this Deed (including but in no way limited to any Invention assigned under Clause 3.1, Clause 3.2 and Clause 3.3, above) and any Intellectual Property in the Invention or any Intellectual Property associated with or related to the Invention.
4.2. The Assignor acknowledges that any Invention, solely or jointly created by the Assignor during the Period of Engagement is a “work made for hire”.
4.3. The Assignor expressly, irrevocably and without restriction, waives moral rights or any other author’s special rights in and to any copyright that is assigned by the Assignor to the Assignee.
5.1. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the Parties agree to amend such provision in order that it will comply with law to the extent that it remains closest to the original intention of the Parties.
6.1. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the Parties hereto shall be governed, construed and interpreted in accordance with the laws of the Republic of Estonia, without giving effect to principles of conflicts of law.
6.2. Any disputes arising from this Agreement or on connection thereto shall be settled by negotiations. Any dispute, controversy, or claim arising out of or in connection with this Agreement that the Parties fail to settle with negotiations, shall be finally settled by arbitration in the Arbitration Court of the Chamber of Commerce and Industry of Estonia in Tallinn (the “Arbitration Court”) in accordance with the Rules of the Arbitration Court. The dispute shall be resolved on the basis of the laws of Estonia. The language of the Arbitration Court shall be Estonian. The Arbitration Court shall consist of 3 (three) arbitrators, one to be appointed by the Company, one to be appointed by Recipient and one to be appointed by the Council of the Arbitration Court. The award of the Arbitration Court shall be final and binding upon the Parties.
7.1. Any provision of this Agreement may be amended only by a written agreement of both Parties and shall have no effect before signed by the duly authorised representatives of both Parties.
8.1. Assignee may not transfer or assign this Agreement or any rights or obligations hereunder without the express written consent of the Company.
9.1. Headings of sections and Clauses of this Agreement are meant for the convenience of reference and for simplifying of reading of the text of the Agreement only. The referred headings shall have no legal meaning for the performance and interpretation of this Agreement.
10.1. No delay in performing an obligation or in exercising any right under this Agreement shall mean exemption of such obligation or waiver of such right, nor will separate or partial performance of any obligation or exercise of any right exclude further performance of such obligation or further exercise of such right unless the context otherwise requires. Failure to enforce any provision of this Agreement by a Party shall not constitute a waiver of any term hereof by such Party.
IN WITNESS WHEREOF, the Parties to this Agreement acting through their duly authorised representatives have signed this Agreement in their name on the date first above written.