We understand that you have a challenge which you think will be of interest to the Company. You should realize that a challenge, which is new to you, maybe old to us or may be in the public domain. Thus, we have found that good business practice requires a full explanation of the conditions under which we can review your idea.
1. Confidential Disclosure. The Company agrees to take reasonable measures to hold your idea in confidence. Notwithstanding the foregoing, the Company will not be liable for any breach of such confidence if such reasonable measures have been taken. The Company may disclose your idea to persons within the Company who have a need to know and who are subject to a duty of confidentiality. This Confidential Disclosure section shall not apply to any idea that was previously known to the Company or that was in the public domain or was the property of any third party as of the date of submission of the idea to the Company by you. This Confidential Disclosure section also shall not apply to any ideas or information obtained independently from a third party, regardless of whether the idea or information was also disclosed by you under this Agreement.
2. No Obligations. Any submission is made on the understanding that the Company shall give it such consideration as it merits in the sole judgment of the Company. The Company assumes no obligation to evaluate or pursue the idea and is under no obligation to reveal to you any information of the Company. Also, the Company has no obligation to return the submitted materials to you.
3. Ownership in New Idea. The Company will consider your new idea submission only at your request and then only with your assurance that, to the best of your knowledge, you are the sole originator of the new idea, that you own it, and that you have the legal right to negotiate with The Company concerning it.
4. Limited Right to New Idea. Consideration of your submission by the Company shall in no way impair the Company's right to contest the validity of any patent, trademark, or copyright rights you may have.
5. No Compensation. No agreement for compensation shall be implied by the consideration or review of your new idea. Should the Company decide, after due consideration, that your idea is novel and previously unavailable to the public or the art, and of use to it, the extent of your compensation will be determined by a written agreement between yourself and the Company.
INTELLECTUAL PROPERTY AGREEMENT
This Agreement is made effective 9/22/2015, by and between THE CROSBY GROUP LLC, a Delaware corporation having a place of business at 2801 Dawson Road, Tulsa, Oklahoma 74110 (hereinafter "TCG") and you, an employee of TCG (hereinafter "Employee").
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:
While Employee is employed by TCG, Employee shall disclose immediately to TCG all ideas, inventions, improvement, and business plans that Employee makes, conceives, discovers, or develops during the course of Employee's employment with TCG, including but not limited to any inventions, improvements, modifications, discoveries, developments, computer programs, processes, products, or procedures (whether or not protectable by copyright, patent, trademark, trade secret, or other proprietary rights) (hereinafter "Work Product") that: (i) relate to the business of TCG or any customer or supplier to TCG or any of the products or services being developed, manufactured, sold, or otherwise provided by TCG or that may be used in relation therewith; or (ii) result from tasks assigned to Employee by TCG; or (iii) result from the use of the premises or personal property (whether tangible or intangible) owned, leased, or contracted for by TCG. Employee agrees that any Work Product shall be the property of TCG 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 be a "work made for hire" within the meaning of the Act, Employee expressly assigns to TCG all right, title, and interest in and to the Work Product, and all copies thereof, and the copyright, patent, trademark, trade secret, and all other 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 Employee.
Employee agrees that upon disclosure of Work Product to TCG, Employee will, during Employee's employment and at any time thereafter, at the request and cost of TCG, execute all such documents and perform all such acts as TCG or its duly authorized agents may reasonably require: (i) to apply for, obtain, and vest in the name of TCG alone (unless TCG 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.
In the event that TCG is unable, after reasonable effort, to secure Employee's signature on any letters patent, copyright, or other analogous protection relating to Work Product, whether because of Employee's physical or mental incapacity or for any other reason whatsoever, Employee hereby irrevocably designates and appoints TCG and its duly authorized officers and agents as Employee's agent and attorney-in-fact, to act for on Employee's 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 Employee.
