Best Efforts and Disclosure Clause Samples
The 'Best Efforts and Disclosure' clause requires a party to use their utmost diligence and reasonable measures to fulfill their obligations and to provide all relevant information necessary for the agreement. In practice, this means the party must actively pursue the agreed objectives, such as seeking regulatory approvals or completing due diligence, and must promptly share any material facts or developments that could impact the agreement. This clause ensures that both parties are committed to transparency and proactive engagement, reducing the risk of misunderstandings or hidden issues that could jeopardize the success of the contract.
Best Efforts and Disclosure. Executive agrees that, while he is employed with the Company, he shall devote his full business time and attention to the Company’s business and shall use his best efforts to promote its success. Further, Executive shall promptly disclose to the Company all ideas, inventions, computer programs, and discoveries, whether or not patentable or copyrightable, which he may conceive or make, alone or with others, during the Employment Period, whether or not during working hours, and which directly or indirectly:
(a) relate to matters within the scope, field, duties or responsibility of Executive’s employment with the Company; or
(b) are based on any knowledge of the actual or anticipated business or interest of the Company; or
(c) are aided by the use of time, materials, facilities or information of the Company. Executive assigns to the Company, without further compensation, any and all rights, titles and interest in all such ideas, inventions, computer programs and discoveries in all countries of the world. Executive recognizes that all ideas, inventions, computer programs and discoveries of the type described above, conceived or made by Executive alone or with others within six (6) months after termination of employment (voluntary or otherwise), are likely to have been conceived in significant part either while employed by the Company or as a direct result of knowledge Executive had of proprietary information. Accordingly, Executive agrees that such ideas, inventions or discoveries shall be presumed to have been conceived during his employment with the Company, unless and until the contrary is clearly established by the Executive.
Best Efforts and Disclosure. Executive agrees that, while employed with the Company under this Agreement, Executive’s services shall be devoted on a full time basis to the Company’s business, and Executive shall use best efforts to promote its success. Further, Executive shall promptly disclose to the Company all ideas, inventions, computer programs, and discoveries, whether or not patentable or copyrightable, which Executive may conceive or make, alone or with others, during Executive’s period of Employment, whether or not during working hours, and which directly or indirectly:
(a) relate to a matter within the scope, field, duties or responsibility of Executive’s Employment or within the scope or field of the Company’s or an Affiliate’s business; or
(b) are based on any knowledge of the actual or anticipated business or interests of the Company; or
(c) are aided by the use of time, materials, facilities or information of the Company or an Affiliate. Executive assigns to the Company, without further compensation, any and all rights, titles and interest in all such ideas, inventions, computer programs and discoveries in all countries of the world.
Best Efforts and Disclosure. Executive agrees that, while employed with the Company under this Agreement, Executive’s services shall be devoted on a full time basis to the Company’s business, and Executive shall use best efforts to promote its success. Further, Executive shall promptly disclose to the Company all ideas, inventions, computer programs, and discoveries, whether or not patentable or copyrightable, which Executive may conceive or make, alone or with others, during Executive’s period of employment with the Company or its Affiliates, whether or not during working hours, and which directly or indirectly:
(a) relate to a matter within the scope, field, duties or responsibility of Executive’s employment with the Company or within the scope or field of the Company’s or an Affiliate’s business; or
(b) are based on any knowledge of the actual or anticipated business or interests of the Company; or
(c) are aided by the use of time, materials, facilities or information of the Company or an Affiliate. Executive assigns to the Company, without further compensation, any and all rights, titles and interest in all such ideas, inventions, computer programs and discoveries in all countries of the world. Executive recognizes that all ideas inventions, computer programs and discoveries of the type described above, conceived or made by Executive alone or with others within 12 months after the Termination Date (voluntary or otherwise), are likely to have been conceived in significant part either while employed by the Company or as a direct result of knowledge Executive had of proprietary information or Trade Secrets. Accordingly, Executive agrees that such ideas, inventions or discoveries shall be presumed to have been conceived during Executive’s period of employment with the Company or its Affiliates, unless and until the contrary is clearly established by the Executive.
Best Efforts and Disclosure. Executive agrees that, while employed with the Partnership, Executive’s services shall be devoted on a full time basis to the Partnership’s business, and Executive shall use best efforts to promote its success. Further, Executive shall promptly disclose to the Partnership all ideas, inventions, computer programs, and discoveries, whether or not patentable or copyrightable, which Executive may conceive or make, alone or with others, during the Employment Period, whether or not during working hours, and which directly or indirectly:
(a) relate to a matter within the scope, field, duties or responsibility of Executive’s employment with the Partnership; or
(b) are based on any knowledge of the actual or anticipated business or interests of the Partnership; or
(c) are aided by the use of time, materials, facilities or information of the Partnership. Executive assigns to the Partnership, without further compensation, any and all rights, titles and interest in all such ideas, inventions, computer programs and discoveries in all countries of the world. Executive recognizes that all ideas, inventions, computer programs and discoveries of the type described above, conceived or made by Executive alone or with others within 12 months after the Termination Date (voluntary or otherwise), are likely to have been conceived in significant part either while employed by the Partnership or as a direct result of knowledge Executive had of proprietary information or Trade Secrets. Accordingly, Executive agrees that such ideas, inventions or discoveries shall be presumed to have been conceived during the Employment Period, unless and until the contrary is clearly established by the Executive.
Best Efforts and Disclosure. Executive agrees that, while he is employed with the Company, he shall devote Executive’s full business time and attention to the Company’s business and shall use his best efforts to promote its success. During the Employment Period, Executive shall owe a fiduciary duty of loyalty, disclosure, fidelity, and allegiance to act in the best interests of the Company and its affiliates and to do no act that would materially injure their business, interests, or reputations. Further, Executive shall promptly disclose to the Company all ideas, inventions, computer programs, and discoveries, whether or not patentable or copyrightable, which he may conceive or make, alone or with others, during the Employment Period, whether or not during working hours, and which directly or indirectly:
(a) relate to matters within the scope, field, duties or responsibility of Executive’s employment with the Company; or
(b) are based on any knowledge of the actual or anticipated business or interest of the Company; or
(c) are aided by the use of time, materials, facilities or information of the Company. Executive assigns to the Company, without further compensation, any and all rights, titles and interest in all such ideas, inventions, computer programs and discoveries in all countries of the world. Executive recognizes that all ideas, inventions, computer programs and discoveries of the type described above, conceived or made by Executive alone or with others within six (6) months after termination of employment (voluntary or otherwise), are likely to have been conceived in significant part either while employed by the Company or as a direct result of knowledge Executive had of proprietary information. Accordingly, Executive agrees that such ideas, inventions or discoveries shall be presumed to have been conceived during his employment with the Company, unless and until the contrary is clearly established by the Executive.
Best Efforts and Disclosure. Executive agrees that, while employed with the Company under this Agreement, Executive’s services shall be devoted on a full time basis to the Company’s business, and Executive shall use best efforts to promote its success. Further, Executive shall promptly disclose to the Company all ideas, inventions, computer programs, and discoveries, whether or not patentable or copyrightable, which Executive may conceive or make, alone or with others, during Executive’s period of employment with the Company or its Affiliates, whether or not during working hours, and which directly or indirectly:
(a) relate to a matter within the scope, field, duties or responsibility of Executive’s employment with the Company or within the scope or field of the Company’s or an Affiliate’s business; or
(b) are based on any knowledge of the actual or anticipated business or interests of the Company; or
(c) are aided by the use of time, materials, facilities or information of the Company or an Affiliate.
Best Efforts and Disclosure. Employee agrees that, while he is employed with the Company, he shall devote his full business time and attention to the Company’s business and shall use his best efforts to promote its success. Further, Employee shall promptly disclose to the Company all ideas, inventions, computer programs, and discoveries, whether or not patentable or copyrightable, which he may conceive or make, alone or with others, during the Employment Period, whether or not during working hours, and which directly or indirectly:
(a) relate to a matter within the scope, field, duties or responsibility of Employee’s employment with the Company; or
(b) are based on any knowledge of the actual or anticipated business or interests of the Company; or
(c) are aided by the use of time, materials, facilities or information of the Company. Employee assigns to the Company, without further compensation, any and all rights, title and interest in all such ideas, inventions, computer programs and discoveries in all countries of the world. Employee recognizes that all ideas, inventions, computer programs and discoveries of the type described above, conceived or made by Employee alone or with others within 12 months after the Employment Termination Date (voluntary or otherwise), are likely to have been conceived in significant part either while employed by the Company or as a direct result of knowledge Employee had of proprietary information or Trade Secrets. Accordingly, Employee agrees that such ideas, inventions or discoveries shall be presumed to have been conceived during his Employment Period, unless and until the contrary is clearly established by the Employee.