alone or with others, whether during normal business hours or otherwise and whether during the Term or following the expiration or termination of this Agreement, in each case, which result from or are derived from the Services or any work performed by Advisor for NextCure.
4.2Assignment of Ownership. Advisor hereby irrevocably transfers and assigns any and all of its right, title, and interest in and to Advisor Inventions, including but not limited to all copyrights, patent rights, trade secrets and trademarks, to NextCure. Advisor Inventions will be the sole property of NextCure, and NextCure will have the sole right to determine the treatment of any Advisor Inventions, including the right to keep them as trade secrets, to file and execute patent applications on them in its own name or otherwise, to use and disclose them without prior patent application, to file registrations for copyright or trademark on them in its own name or otherwise, or to follow any other procedure that NextCure deems appropriate. Advisor agrees: (a) to disclose promptly in writing to NextCure all Advisor Inventions; (b) to cooperate with and assist NextCure to apply for, and to execute any applications and/or assignments reasonably necessary to obtain, any patent, copyright, trademark, or other statutory protection for Advisor Inventions, including in NextCure’s name, as NextCure deems appropriate; and (c) to otherwise treat all Advisor Inventions as “Confidential Information,” as defined below. These obligations to disclose, assist, execute and keep confidential will survive any expiration or termination of this Agreement. Advisor agrees that if NextCure is unable, after reasonable effort, to secure Advisor’s signature on any such papers, any executive officer of NextCure shall be entitled to execute any such papers as Advisor’s agent and attorney-in-fact, and Advisor hereby irrevocably designates and appoints each executive officer of NextCure as Advisor’s agent and attorney-in-fact to execute any such papers on Advisor’s behalf, and to take any and all actions as NextCure may deem necessary or desirable in order to protect its rights and interests in any Advisor Inventions, under the conditions described in this sentence. Advisor hereby waives and quit claims to NextCure any and all claims, of any nature whatsoever, which Advisor now or may hereafter have for infringement of any proprietary rights assigned hereunder.
4.3Use of Advisor’s Name. Advisor hereby grants to NextCure the right to use Advisor’s name, likeness, and relationship with NextCure in, and in connection with, technical materials, publications, various reports, brochures, or other documents or public disclosures produced or made by or on behalf of NextCure. Additionally and for clarity, NextCure may identify Advisor as serving on NextCure’s Scientific Advisory Board for so long as Advisor services in such capacity.
5.Confidential Information
Advisor acknowledges that Advisor will acquire information and materials from NextCure and knowledge about NextCure including, without limitation, knowledge about the business, plans, practices, products, platforms, services, inventions, prototypes, cell lines, formula, processes, techniques, experimental work, results, data, suppliers, partners, investors, and affiliates of NextCure and that (i) all such knowledge, information and materials acquired, whether before, during, or following the Term, (ii) the existence, terms and conditions of this Agreement, and (iii) the Advisor Inventions, in each case, are and will be the trade secrets and confidential and proprietary information of NextCure (collectively, “Confidential Information”). Confidential Information will not include, however, any information which is or becomes part of the public domain through no fault of Advisor or that NextCure regularly gives to third parties without restriction on use or disclosure. Advisor agrees to hold all such Confidential Information in strict confidence, not to disclose it to others or use it in any way, commercially or otherwise, except in performing the Services, and not to allow any unauthorized person access to it, either before or after the expiration or termination of this Agreement. Advisor further agrees to take all actions reasonably necessary and satisfactory to protect the confidentiality of the Confidential Information including, without limitation, implementing and enforcing operating procedures to minimize the possibility of unauthorized use or copying of the Confidential Information.