the Company or any customer of the Company. I understand that the provisions this Agreement requiring assignment of Company Work Product do not apply to any Non-Company Work Product that qualifies fully under the provisions of Section 2870 of the California Labor Code, or any similar state invention law. Section 2870 of the California Labor Code states as follows:
(a)Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:
(1)Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or
(2)Result from any work performed by the employee for the employer.
(b)To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.
However, I understand and agree that I must disclose to the Company all Non-Company Work Product that I believe qualifies under Labor Code Section 2870 (or any similar state invention law) so that the Company may determine whether it does in fact qualify for this limited exclusion from assignment to the Company. Unless I have generally described such Non-Company Work Product at the place of my signature below, I certify that I have none to be excluded from the assignments in this Agreement.
d.“Prior Work Product” means any Work Product made, created, conceived, developed, or reduced to practice by me, whether alone or with others, prior to the Service Period.
e.“Service Period” means the period of my employment with Company, whether before or after the effective date of this Agreement. If this Agreement has been executed in connection with the acquisition of any business or entity by IQVIA or any of its Subsidiaries, the Service Period is deemed to include, without limitation, the period of my employment, if any, with any such acquired business or entity prior to such acquisition.
f.“Subsidiary” means any entity which controls, is controlled by, or is under the common control of IQVIA, where control shall refer to: (i) the possession, directly or indirectly, of the power to direct the management or policies of an entity, whether through the ownership of voting securities, by contract or otherwise, or (ii) the ownership, directly or indirectly, of more than 50% of the voting securities or other ownership interest of an entity. If this Agreement has been executed in connection with the acquisition of any business or entity by IQVIA or any of its Subsidiaries, any such acquired business or entity is deemed to be a Subsidiary of IQVIA at all times for purposes of this Agreement, including, but not limited to, the period of my employment, if any, with any such acquired business or entity prior to such acquisition.
g.“Work Product” means any idea, concept, information, invention, material, process, data, database, program, know-how, improvement, discovery, development, design, artwork, formula, methodology, work of authorship, and/or technique, and all Intellectual Property Rights in any of these.
6.GENERAL PROVISIONS:
a.Waiver of Rights. If any Intellectual Property Rights, including moral rights, in any Company Work Product cannot (as a matter of law) be assigned by me to Employer, then I unconditionally and irrevocably waive the enforcement of such rights and all claims and causes of action of any kind against IQVIA or any of its Subsidiaries, or any of their respective licensees, successors or assigns with respect to such rights.
b.Other Agreements. The terms of this Agreement shall supersede and be in lieu of the applicable terms of any other prior agreement between IQVIA or any of its Subsidiaries and me arising from my employment with Employer and regarding the ownership of Intellectual Property Rights in any Company Work Product. The terms of this Agreement do not supersede any prior agreement between me and IQVIA or any of its Subsidiaries regarding my obligations with respect to noncompetition, nonsolicitation, nondisparagement, or otherwise in respect of confidential information and proprietary rights. To the extent it is determined by a court of competent jurisdiction that there is a conflict between or among the terms of this Agreement and any other non-superseded agreement between IQVIA or any of its Subsidiaries and
me, it is the intent of the parties that the term(s) most protective of the interests of IQVIA and its Subsidiaries shall be enforced.
c.Amendments. No amendment or waiver of any provision of this Agreement or any rights or obligations of any party hereunder shall be effective unless pursuant to a written instrument signed by authorized representatives of the parties (or may be signed only by a single party if limited to such a waiver by that party); any waiver shall be effective only in the specific instance and for the specific purpose stated therein. I understand that, from time to time, the Company may update its standard form of Work Product Assignment Agreement (“WPAA”), and request that I execute the same. In such circumstances, any continued “at-will” employment is conditioned upon my execution of the Company’s then- current form of WPAA.
d.Counterparts. This Agreement may be executed in any number of counterparts, including by electronic delivery, each of which, when executed and delivered, shall be deemed to be an original and all of which shall be taken together and deemed to be one and the same instrument.
e.Governing Law. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware without giving effect to any conflicts of laws principles that require the application of the law of a different state.
f.Non-Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of that provision or any other provision on any other occasion.
g.Further Assurance. I agree that I shall, upon receipt of a request by IQVIA or any Subsidiary, promptly do all acts and execute all documents as may be reasonably necessary or desirable to give full effect to the provisions of this Agreement.
h.Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES HEREUNDER.
i.Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
j.Survival and Assignment. This Agreement shall survive the termination of my employment with Employer and the assignment of this Agreement by IQVIA to any successor or other assignee and shall be binding upon my heirs and legal representatives. IQVIA shall have the right to assign this Agreement or any rights hereunder to any Subsidiary or successor.
k.Third Party Beneficiary. All Subsidiaries are intended third party beneficiaries of this Agreement and have the right to enforce rights under this Agreement.