contract-law common-law legal-terms
What are &quot;cooperation in perfecting rights&quot; and are they enforcable?
<p>Bellow is an example &quot;Perfection Rights&quot; provision from a employment contract. To me it seems to be saying 1) you agree to do paper work we may need you to do, even after you are no longer working for us 2) if you're not able to, we can do the paper work for you. Is either 1) or 2) enforcable? I'm guessing 1) isn't based on the <a href="https://law.stackexchange.com/questions/42838/when-can-a-contract-require-the-agreenment-of-another-contract">answer given in this question</a>.</p>
<blockquote>
<p>Cooperation in Perfecting Rights to Proprietary Information and Innovations.</p>
<p>I agree to perform, both during and after my employment, all acts
deemed necessary or desirable by BigBucks to permit and assist
BigBucks, at BigBucks’s expense, in obtaining and enforcing the full
benefits, enjoyment, rights and title throughout the world in the
Proprietary Information (including improvements thereof) and
Innovations (including derivative works, improvements, renewals,
extensions, continuations, divisionals, continuations in part,
continuing patent applications, reissues, and reexaminations thereof)
assigned or licensed to, or whose rights are irrevocably waived and
shall not be asserted against, BigBucks under this Agreement. Such
acts may include execution of documents and assistance or cooperation
(i) in the filing, prosecution, registration, and memorialization of
assignment of any applicable patents, copyrights, mask work, or other
applications, (ii) in the enforcement of any applicable patents,
copyrights, mask work, moral rights, trade secrets, or other
proprietary rights, and (iii) in other legal proceedings related to
the Proprietary Information or Innovations.</p>
<p>In the event that BigBucks is unable to secure my signature to any
document needed in connection with any of the actions specified in the
preceding paragraph, I hereby irrevocably designate and appoint
BigBucks and BigBucks’s duly authorized officers and agents as my
agents and attorneys-in-fact, which appointment is coupled with an
interest, to act for and on my behalf and instead of me, (i) to
execute, verify and file, prosecute, register and memorialize the
assignment of any such documents, (ii) to execute, verify and file any
documentation required for such enforcement, and (iii) to do all other
lawfully permitted acts to further the purposes of the preceding
paragraph, all with the same legal force and effect as if executed by
me.</p>
</blockquote>
<p>Here are <a href="https://www.lawinsider.com/clause/cooperation-in-perfecting-rights-to-proprietary-information-and-innovations" rel="nofollow noreferrer">more examples</a>.</p>

<blockquote>
  <p>Is either 1) or 2) enforcable?</p>
</blockquote>

<p>Issue 1) is enforceable. Hence the importance of striking the term "<em>and after [employment]</em>" before signing the contract. There is no reason why a person should <em>agree to continue benefiting</em> (or cooperating with) the employer upon termination of employment, but your (or employee's) acceptance of the clause would certainly make it binding.</p>

<p>Issue 2) is enforceable to the extent that another agent may substitute you. Strictly speaking, this portion of the clause is redundant because it is obvious that your unavailability does not alter whatsoever the employer's entitlements to proprietary information &amp; innovations as laid out somewhere else in the contract.</p>

<p>But the part "<em>all with the same legal [...] effect as if executed by me</em>" is unenforceable (be it as unreasonable or on grounds of equity) in that the employer cannot go after you for other agent's acts, since the clause is premised on your unavailability. Simply put, you cannot be made liable for incompetence or tortious conduct from an unrelated agent who was appointed/authorized by the employer.</p>

<blockquote>
  <p>1) you agree to do paper work we may need you to do, even after you are no longer working for us</p>
</blockquote>

<p>This is perfectly legal. Even though your ongoing employment has come to an end, your obligations under the contract haven't.</p>

<p>This is not an "agreement to agree" - you have agreed to do "paperwork", the fact that the particular paperwork is unknown at the time you entered the contract is immaterial.</p>

<blockquote>
  <p>2) if you're not able to, we can do the paper work for you</p>
</blockquote>

<p>Again, perfectly legal.</p>
