Common use of Proprietary Developments Clause in Contracts

Proprietary Developments. Any and all inventions, products, discoveries, improvements, processes, methods, computer software programs, models, techniques, formulae, trade secrets, service marks, trademarks and works of authorship (collectively, hereinafter referred to as "Intellectual Property"), made, developed or created by the Executive (alone or in conjunction with others, during regular hours of work or otherwise) during the Executive's employment by the Companies, which may be directly or indirectly useful in, or relate to, business conducted or to be conducted by the Companies shall be the Companies' exclusive property and will be promptly disclosed by the Executive to the Companies. The term "Intellectual Property" shall not be deemed to include inventions, products, discoveries, improvements, processes, methods, computer software programs, models, techniques, formulae, trade secrets, service marks, trademarks or works of authorship which were in the possession of the Executive prior to the Executive's employment by the Companies and which were not obtained from or through the Companies. To the fullest extent permitted by law, such Intellectual Property shall be deemed works made for hire. Executive hereby transfers and assigns to the Company or its designated affiliate any proprietary rights which Executive may have or acquire in any such Intellectual Property, and Executive waives any license or other special right which Executive may have or accrue therein. Executive agrees to execute any documents and to take any actions that may be required, as reasonably determined by the Company's counsel, to effect and confirm such transfer, assignment and waiver. The Executive will, upon the Company's request, execute any documents necessary or advisable in the opinion of the Company's counsel to direct the issuance of patents, trademarks or copyrights to the Company or its designated affiliate with respect to such Intellectual Property as are to be the Companies' exclusive property under this Section 8 or to vest in the Company or such affiliate title to such Intellectual Property, the expense of securing any patent, trademark or copyright, however, to be borne by the Company or such affiliate. The Executive will keep confidential and will hold for sole benefit of the Companies any Intellectual Property which is to be their exclusive property under this Section 8 for which no patent, trademark or copyright is issued. The Executive agrees that non-public terms of Intellectual Property shall constitute Confidential Information within the meaning of Section 7(a). The foregoing provisions of this Section 8 shall be binding upon the Executive's heirs and legal representatives. The agreements of the Executive in this Section shall be enforceable by injunction and shall survive the termination of this Agreement.

Proprietary Developments. Any 6.2.1Any and all inventions, products, discoveries, improvements, processes, methods, computer software programs, models, techniques, formulae, trade secrets, service marks, trademarks and works of authorship or formulae (collectively, hereinafter referred to as "Intellectual Property"“Developments”), made, developed conceived, developed, or created by the Executive Participant (alone or in conjunction with others, during regular work hours of work or otherwise) during the Executive's Participant’s employment by the Companies, which may be directly or indirectly useful in, or relate to, the business conducted or to be conducted by the Companies shall be the Companies' exclusive property and Company will be promptly disclosed by the Executive Participant to the CompaniesCompany and shall be the Company’s exclusive property. The term "Intellectual Property" “Developments” shall not be deemed to include inventions, products, discoveries, improvements, processes, methods, computer software programs, models, techniques, formulae, trade secrets, service marks, trademarks or works of authorship formulae which were in the possession of the Executive Participant prior to the Executive's commencement of Participant’s employment by with the Companies and which were not obtained from or through the CompaniesCompany. To the fullest extent permitted by law, such Intellectual Property shall be deemed works made for hire. Executive Participant hereby transfers and assigns to the Company or its designated affiliate any all proprietary rights which Executive Participant may have or acquire in any such Intellectual Property, Developments and Executive Participant waives any license or other special right which Executive Participant may have or accrue therein. Executive agrees to Participant will execute any documents and agrees to take any actions that may be required, as reasonably determined by in the reasonable determination of Company's ’s counsel, to effect and confirm such transferassignment, assignment transfer and waiver. The Executive will, upon the Company's request, execute any documents necessary or advisable in the opinion of the Company's counsel to direct the issuance of patents, trademarks trademarks, or copyrights to the Company or its designated affiliate with respect to such Intellectual Property Developments as are to be the Companies' Company’s exclusive property under this Section 8 or to vest in the Company or such affiliate title to such Intellectual PropertyDevelopments; provided, however, that the expense of securing any patent, trademark or copyright, however, to copyright shall be borne by the Company or such affiliateCompany. The Executive will keep confidential parties agree that Developments shall constitute Confidential Information. 6.2.2“Work Made for Hire.” Any work performed by Participant during Participant’s employment with Company shall be considered a “Work Made for Hire” as defined in the U.S. Copyright laws, and will hold shall be owned by and for sole the express benefit of the Companies any Intellectual Property which is Company. In the event it should be established that such work does not qualify as a Work Made for Hire, Participant agrees to be their exclusive property under this Section 8 for which no patentand does hereby assign to the Company all of Participant’s right, trademark or copyright is issuedtitle, and -0- XXX Agreement interest in such work product including, but not limited to, all copyrights and other proprietary rights. The Executive agrees that non6.3 Non-public terms of Intellectual Property shall constitute Confidential Information within the meaning of Section 7(a)Competition and Non-Interference. The foregoing provisions of this Section 8 shall be binding upon the Executive's heirs and legal representatives. The agreements of the Executive in this Section shall be enforceable by injunction and shall survive the termination of this Agreement6.3.

Proprietary Developments. Any and all inventions, products, discoveries, improvements, processes, methods, computer software programs, models, techniques, formulae, trade secrets, service marks, trademarks and works of authorship (collectively, hereinafter referred to as "“Intellectual Property"”), made, developed or created by the Executive (alone or in conjunction with others, during regular hours of work or otherwise) during the Executive's ’s employment by the Companies, which may be directly or indirectly useful in, or relate to, business conducted or to be conducted by the Companies shall be the Companies' ’ exclusive property and will be promptly disclosed by the Executive to the Companies. The term "“Intellectual Property" ” shall not be deemed to include include, inventions, products, discoveries, improvements, processes, methods, computer software programs, models, techniques, formulae, trade secrets, service marks, trademarks or works of authorship which were in the possession of the Executive prior to the Executive's ’s employment by the Companies and which were not obtained from or through the Companies. To the fullest extent permitted by law, such Intellectual Property shall be deemed works made for hire. The Executive hereby transfers and assigns to the Company or its designated affiliate any proprietary rights which the Executive may have or acquire in any such Intellectual Property, and the Executive waives any license or other special right which the Executive may have or accrue therein. The Executive agrees upon request to execute any documents and to take any actions that may be required, as reasonably determined by the Company's ’s counsel, to effect and confirm such transfer, assignment and waiver. The Executive will, upon the Company's ’s request, execute any documents necessary or advisable in the opinion of the Company's ’s counsel to direct the issuance of patents, trademarks or copyrights to the Company or its designated affiliate with respect to such Intellectual Property as are to be the Companies' ’ exclusive property under this Section 8 or to vest in the Company or such affiliate title to such Intellectual Property, the expense of securing any patent, trademark or copyright, however, to be borne by the Company or such affiliate. The Executive will keep confidential and will hold for the sole benefit of the Companies any Intellectual Property which is to be their exclusive property under this Section 8 for which no patent, trademark or copyright is issued. The Executive agrees that non-public terms of Intellectual Property shall constitute Confidential Information within the meaning of Section 7(a). The foregoing provisions of this Section 8 shall be binding upon the Executive's ’s heirs and legal representatives. The agreements of the Executive in this Section shall be enforceable by injunction and shall survive the termination of the Executive’s employment under this Agreement.