Common use of Best Efforts and Disclosure Clause in Contracts

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 Employee agrees that, while he is employed with the Company under this AgreementCompany, Executive’s services he shall be devoted on a full devote business time basis and attention to the Company’s business, business and Executive shall use his best efforts to promote its success. Further, Executive Employee shall promptly disclose to the Company all ideas, inventions, computer programs, and discoveries, whether or not patentable or copyrightable, which Executive he may conceive or make, alone or with others, during Executive’s period of employment with the Company or its AffiliatesEmployment 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 ExecutiveEmployee’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 AffiliateCompany. Executive Employee 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 worldworld that pertain to the current products and services of the Company. Executive Employee recognizes that all ideas ideas, inventions, computer programs and discoveries of the type described above, conceived or made by Executive Employee 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 Employee had of proprietary information or Trade Secrets. Accordingly, Executive Employee 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 Affiliateshis Employment Period, unless and until the contrary is clearly established by the ExecutiveEmployee.