PFG » Topics » Intellectual Property

This excerpt taken from the PFG 10-Q filed May 6, 2009.
Intellectual Property.  During the period of Participant’s employment,  Participant shall disclose immediately to the Participant’s Employer all ideas, inventions and business plans that Participant makes, conceives, discovers or develops alone or with others during the course of Participant’s employment with the Participant’s Employer, including any inventions,




modifications, discoveries, developments, improvements, computer programs, processes, products or procedures (whether or not protectable upon application by copyright, patent, trademark, trade secret or other proprietary rights) (“Work Product”) that:  (i) relate to the business of the Participant’s Employer or any customer or supplier to the Participant’s Employer or any of the products or services being developed, manufactured, sold or otherwise provided by the Participant’s Employer or that may be used in relation therewith; or (ii) result from tasks assigned to Participant by the Participant’s Employer; or (iii) result from the use of the premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Participant’s Employer.  Participant agrees that any Work Product shall be the property of the Participant’s Employer and, if subject to copyright, shall be considered a “work made for hire” within the meaning of the Copyright Act of 1976, as amended (the “Act”).  If and to the extent that any such Work Product is found as a matter of law not to be a “work made for hire” within the meaning of the Act, Participant expressly assigns to the Participant’s Employer all right, title and interest in and to the Work Product, and all copies thereof, and the copyright, patent, trademark, trade secret and all their proprietary rights in the Work Product, without further consideration, free from any claim, lien for balance due or rights of retention thereto on the part of Participant.


(1)             The Participant’s Employer hereby notifies Participant that the preceding paragraph does not apply to any inventions for which no equipment, supplies, facility, or trade secret information of the Participant’s Employer was used and which was developed entirely on the Participant’s own time, unless:  (i) the invention relates (a) to the Participant’s Employer’s business, or (b) to the Participant’s Employer’s actual or demonstrably anticipated research or development, or (ii) the invention results from any work performed by the Participant for the Participant’s Employer.


(2)             Participant agrees that upon disclosure of Work Product to his or her Employer, Participant will, during his or her employment and at any time thereafter, at the request and cost of the Participant’s Employer, execute all such documents and perform all such acts as his or her Employer or its duly authorized agents may reasonably require:  (i) to apply for, obtain and vest in the name of the Participant’s Employer alone (unless his or her Employer otherwise directs) letters patent, copyrights, 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 opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyright or other analogous protection.


(3)             In the event that the Participant’s Employer is unable, after reasonable effort, to secure Participant’s signature on any letters patent, copyright or other analogous protection relating to Work Product, whether because of Participant’s physical or mental incapacity or for any other reason whatsoever, Participant hereby irrevocably designates and appoints the Participant’s Employer and its duly authorized officers and agents as his or her agent and attorney-in-fact, to act for and on his or her behalf to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright and other analogous protection with the same legal force and effect as if personally executed by Participant.


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