Another Translator/Agency CDA

1. Contributions and Inventions. While contracted by XXX, Vendor may make contributions and inventions of value to XXX. “Contributions” and “inventions” are understood to include all discoveries, creations, developments, improvements, and ideas, whether or not they are patentable or copyrightable and regardless of their form or state of development. This Agreement covers contributions and inventions of any kind that are conceived or made by Vendor while performing work in the service of XXX, alone or with others, while Vendor is contracted by XXX. This Agreement also covers such contributions and inventions, regardless of whether they are conceived or made during regular working hours or at Vendor’s place of work, that (i) relate to XXX’s business or potential business, (ii) result from tasks assigned to Vendor by XXX, or (iii) are conceived or made with the use of XXX’s facilities or materials. With respect to contributions or inventions covered by this agreement, Vendor agrees that:


(a) Vendor will not disclose them to anyone other than authorized XXX personnel.


(b) They are hereby assigned to XXX. They will belong solely to XXX from conception and following termination of XXX and Vendor’s contractual relationship.


(c) Vendor will, at any time, either during the time Vendor is contracted or thereafter, assist XXX in obtaining and maintaining patent, copyright, trademark, or other appropriate protection for them, upon XXX’s request and at its expense, and XXX will reimburse Vendor for the time expended in assisting XXX according to an agreed-upon hourly fee arrangement.


(d) By entering into this Agreement, xxxx does not waive, and expressly retains, its implied licenses and other rights resulting from its contracting of Vendor.