BP (BP)

11.   INTELLECTUAL PROPERTY

(1)

In this clause 'Intellectual Property Right' means a formula, process, invention, improvement, utility model, trade mark, service mark, business name, copyright, design right, patent, know-how, trade secret, program, documentation, other copyrightable work and any other intellectual property right of any nature whatsoever throughout the world (whether registered or unregistered and including all applications and rights to apply for the same) which:



(a)

relates to or is useful in connection with the business or any product or service of a Group Company; and



(b)

is invented, developed, created or acquired by the Secondee (whether alone or jointly with any other person) during the period of his employment with the Group ('the Employment').



(2)

Any Intellectual Property Right that the Secondee creates or works on during the Employment are works made 'for hire' for purposes of copyright laws. Any copyright rights in those works are owned by the Company, not by the Secondee.



(3)

The Secondee shall promptly communicate in confidence to the Company full particulars of any Intellectual Property Right (whether or not it is vested in the Company pursuant to subclause (2) above or otherwise) and the Secondee shall not use, disclose to any person or exploit any Intellectual Property Right belonging to the Company without the prior written consent of the Company.



(4)

The Secondee shall, at the request and expense of the Company, prepare and execute such instruments and do such other acts and things as may be necessary or desirable to enable the Company or its nominee to obtain the protection of any Intellectual Property Right vested in the Company in such parts of the world as may be specified by the Company or its nominee and to enable the Company to exploit any Intellectual Property Right vested in the Company to best advantage.



(5)

These obligations of the Secondee regarding Intellectual Property as set forth above shall continue to apply after the termination of the Employment. Each of those obligations is enforceable independently of each of the others and its validity shall not be affected if any of the others is unenforceable to any extent.