Company Proprietary Assets Sample Clauses

Company Proprietary Assets. The Company is party to a one year license for use of the patents held by TAMUS, with the option to enter into a long-term license, copies of which have been provided to the Purchaser. Mr. Hrabliuk was removed as an "inventor" on NxtPhase Patent case #20051, as the contributions he made were also removed from the patent. On March 30, 2005, the Company and VA TECH Transmission & Distribution SA jointly filed for a patent on Optical Sensor Arrangement for Electrical Switchgear. Under the terms of Addendum N. 1 to GIS Joint Development Agreement, both parties agree that it is their intention that such IP be exploited together. If, after December 2006, certain sales targets are not met, the parties grant one another a perpetual, royalty free license to use the IP.
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Company Proprietary Assets. Company Proprietary Assets" shall mean any Proprietary Asset owned by or licensed to the Company or otherwise used by the Company.
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Company Proprietary Assets. Company Proprietary Assets" means the development and design of the Company's biopsy forceps, and all related patents (including, without limitation, U.S. Patent #5,571,129), trade secrets, trademarks, documents, information and ideas.
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Company Proprietary Assets. (a) Schedule 3.15(a)(i) sets forth, with respect to each Company Proprietary Asset registered with any Governmental Entity or for which an application has been filed with any Governmental Entity, (i) a statement identifying such Company Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. Schedule 3.15(a)(ii) identifies other Company Proprietary Assets owned by either Company, either Seller or any third party. Sellers do not reserve any Company Proprietary Assets for themselves. Schedule 3.15(a)(iii) identifies each Company Proprietary Asset licensed to either Company, either Seller or any third party by any Person (except for any Company Proprietary Asset that is licensed to either Company under any third party software license generally available to the public at a cost of less than $10,000), and identifies the license agreement under which such Company Proprietary Asset is being licensed to such Company, Seller or third party. Except as set forth on Schedule 3.15(a)(iv), each Company has good, valid and marketable title to all Company Proprietary Assets owned by such Company and identified on Schedules 3.15(a)(i) and 3.15(a)(ii), free and clear of all liens and other Encumbrances, and has a valid right to use all Company Proprietary Assets identified in Schedule 3.15(a)(iii). Except as set forth on Schedule 3.15(a)(v), neither Company, any Seller, nor any third party is obligated to make any payment to any Person for the use of any Company Proprietary Asset. Except as set forth on Schedule 3.15(a)(vi), neither Company, any Seller, nor any third party has developed jointly with any other Person any Company Proprietary Asset with respect to which such other Person has any rights.
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Company Proprietary Assets. (a) Part 2.9(a)(i) of the Company Disclosure Schedule sets forth, with respect to each Company Proprietary Asset registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a statement identifying such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. Part 2.9(a)(ii) of the Company Disclosure Schedule provides a statement identifying all other Company Proprietary Assets. Part 2.9(a)(iii) of the Company Disclosure Schedule identifies each Proprietary Asset licensed to the Company by any Person (except for any Proprietary Asset that is licensed to the Company under any third party software license generally available to the public at a cost of less than $10,000), and identifies the license agreement under which such Proprietary Asset is being licensed to the Company. Except as set forth in Part 2.9(a)(iv) of the Company Disclosure Schedule, the Company has good, valid and marketable title to all of the Company Proprietary Assets identified in Parts 2.9(a)(i) and 2.9(a)(ii) of the Company Disclosure Schedule, free and clear of all liens and other Encumbrances, and has a valid right to use all Proprietary Assets identified in Part 2.9(a)(iii) of the Company Disclosure Schedule. Except as set forth in Part 2.9(a)(v) of the Company Disclosure Schedule, the Company is not obligated to make any payment to any Person for the use of any Company Proprietary Asset. Except as set forth in Part 2.9(a)(vi) of the Company Disclosure Schedule, the Company has not developed jointly with any other Person any Company Proprietary Asset with respect to which such other Person has any rights.
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Company Proprietary Assets. (a) Schedule 3.13 identifies and provides a brief description of all Proprietary Assets (as hereinafter defined) owned or licensed to, or otherwise used by, the Company, including, without limitation, any pharmaceutical product utilized in the conduct of the Company's Business as well as any plan or system utilized by the Company regarding the standards and methods of operating the Business (collectively, the "Company Proprietary Assets"). Schedule 3.13 lists each Person for which the Company has provided services in connection with the Business since December 31, 1994 and provides for each such client, the name, address, telephone number and name of contact. Schedule 3.13 lists each trademark and service xxxx owned by or licensed to, or otherwise used by, either Company and states with respect to each such trademark or service xxxx, whether it is registered with the U.S. Patent and Trademark Office or any state Governmental Agency. Except as set forth in Schedule 3.13, the Company has good, valid and marketable title to all of the Company Proprietary Assets identified therein, free and clear of all Encumbrances, and have a valid right to use all such Company Proprietary Assets. Except as set forth in Schedule 3.13, the Company is not obligated to make any payment to any person or entity for the use of any Company Proprietary Asset. Except as set forth in Schedule 3.13, neither Company nor its Subsidiary has developed jointly with any other Person any Company Proprietary Asset with respect to which such other Person has any rights.
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Company Proprietary Assets. (a) Part 2.8(a)(i) of the Company Disclosure Schedule sets forth, with respect to each Company Proprietary Asset registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a statement identifying such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. Part 2.8(a)(ii) of the Company Disclosure Schedule provides a statement identifying all other Company Proprietary Assets (including the Company's Webcat system). Part 2.8(a)(iii) of the Company Disclosure Schedule identifies each Proprietary Asset licensed to the Company by any Person (except for any Proprietary Asset that is licensed to the Company under any third party software license generally available to the public at a cost of less than Ten Thousand Dollars ($10,000.00)), and identifies the license agreement under which such Proprietary Asset is being licensed to the Company. Except as set forth in Part 2.8(a)(iv) of the Company Disclosure Schedule, the Company has good and valid title to all of the Company Proprietary Assets identified in Parts 2.8(a)(i) and 2.8(a)(ii) of the Company Disclosure Schedule, free and clear of all liens and other Encumbrances, and has a valid right to use all Proprietary Assets identified in Part 2.8(a)(iii) of the Company Disclosure Schedule. Except as set forth in Part 2.8(a)(v) of the Company Disclosure Schedule, the Company is not obligated to make any payment to any Person for the use of any Company Proprietary Asset. Except as
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Related to Company Proprietary Assets

  • Proprietary Assets (a) Section 2.7(a) of the Company Disclosure Letter sets forth all U.S. and foreign patents, patent applications, registered trademarks, trademark applications, registered copyrights, copyright applications and domain names owned by any of the Acquired Companies that are material to and used in the business, operations or products of the Acquired Companies. Section 2.7(a) of the Company Disclosure Letter sets forth any one-time, ongoing royalty or other payment obligations in excess of $25,000 with respect to Proprietary Assets licensed to or by any of the Acquired Companies by or to any Person and identifies the Contract under which each such Proprietary Asset is being licensed to such Acquired Company. The Acquired Companies have good and valid title to all of the Acquired Company Proprietary Assets identified or required to be identified in Section 2.7(a) of the Company Disclosure Letter, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the Acquired Company Proprietary Asset subject thereto or materially impair the operations of the Acquired Companies. The Acquired Companies own or have a valid right to use, subject to any relevant license agreement(s) disclosed in Section 2.7(a) of the Company Disclosure Letter, all Proprietary Assets that are used in the business, operations or products of the Acquired Companies, except to the extent that a failure by the Company to so own or have the valid right to use any such Proprietary Asset would not, individually or in the aggregate, be material to the Acquired Companies. None of the Acquired Companies has developed jointly with any other Person any Acquired Company Proprietary Asset that is material to the business of the Acquired Companies and with respect to which such other Person has any rights, and no employee, officer or director of any Acquired Company owns or has rights in or to any Proprietary Assets that are used in the business, operations or products of the Acquired Companies, except to the extent that a failure by the Company to so own or have the valid right to use any such Proprietary Asset would not, individually or in the aggregate, be material to the Acquired Companies.

  • Trade Secrets and Confidential Information/Company Property Employee reaffirms and agrees to observe and abide by the terms of the Employment Agreement and the Confidentiality Agreement, specifically including the provisions therein regarding nondisclosure of the Company’s trade secrets and confidential and proprietary information, and the restrictive covenants contained therein. Employee’s signature below constitutes his certification under penalty of perjury that he has returned all documents and other items provided to Employee by the Company, developed or obtained by Employee in connection with his employment with the Company, or otherwise belonging to the Company.

  • Confidential Information and Company Property Subject to Paragraph 6, I agree to use Company’s Confidential Information only in the performance of my duties, to hold such information in confidence and trust, and not to engage in any unauthorized use or disclosure of such information during my employment and for so long thereafter as such information qualifies as Confidential Information. “Confidential Information” means an item of information or compilation of information in any form (tangible or intangible) related to the Company’s Business that I acquire or gain access to during my employment that the Company has not authorized public disclosure of, and that is not readily available to the public or persons outside the Company. By way of example and not limitation, Confidential Information is understood to include: lists and records, contact information, private contract terms, business preferences, and historical transaction data regarding existing and prospective customers; non-public records and data regarding the Company’s financial performance; business plans and strategies, forecasts and analyses; internal business methods and systems, know how, and innovations; marketing plans, research and analysis; unpublished pricing information, and variables such as costs, discounting options, and profit margins; business sale and acquisition opportunities identified by the Company and related analysis; records of private dealings with vendors, suppliers, and distributors; and Company trade secrets. I acknowledge that items of Confidential Information are the Company’s valuable assets and have economic value because they are not generally known by the public or others who could use them to their own economic benefit and/or to the competitive disadvantage of the Company. I agree that all records, in any form (such as email, database, correspondence, notes, files, contact lists, drawings, specifications, spreadsheets, manuals, and calendars) that contain Confidential Information or otherwise relate to the Company’s Business, with the exception of wage and benefit related materials provided to me as an employee for my own use as an employee, are the property of the Company (collectively “Company Records”). I will follow all Company policies regarding use or storage of Company Records, and return all such records (including all copies) when my employment with Company ends or sooner if requested. Confidential Information does not include information lawfully acquired by a non-management employee about wages, hours or other terms and conditions of employment when used for purposes protected by §7 of the National Labor Relations Act such as joining or forming a union, engaging in collective bargaining, or engaging in other concerted activity for mutual aid or protection of laborers. For purpose of clarity, it shall still be a violation of this Agreement for a non-management employee to wrongfully compete by sharing Confidential Information with a competitor about other employees’ compensation and benefits which was obtained through the course of employment with the Company for purposes of assisting such competitor in soliciting Company employees.

  • Trade Secrets and Proprietary Information (a) Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreement. In consideration of his employment, Executive agrees that he will not, during or after the Term, without the consent of the Board make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the term here of, except that nothing in this Agreement shall be construed to prohibit Executive from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the Board, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, or (c) subsequent to the Term, if such information shall have either (i) been developed by Executive independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to Executive by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and affiliates, other than affiliates whose relationship as an affiliate is derived solely from Executive’s interest in or position at the affiliate.

  • Proprietary Property All modeling algorithms, tools, computer programs, know-how, methodologies, processes, technologies, ideas, concepts, skills, routines, subroutines, operating instructions and other materials and aides used in performing the duties set forth in Section 2.02 that relate to advice regarding current and potential Assets, and all modifications, enhancements and derivative works of the foregoing.

  • Proprietary Information The Software, any data base and any proprietary data, processes, information and documentation made available to the Fund (other than which are or become part of the public domain or are legally required to be made available to the public) (collectively, the “Information”), are the exclusive and confidential property of Custodian or its suppliers. The Fund shall keep the Information confidential by using the same care and discretion that the Fund uses with respect to its own confidential property and trade secrets, but not less than reasonable care. Upon termination of the Agreement or the Software license granted herein for any reason, the Fund shall return to Custodian any and all copies of the Information which are in its possession or under its control.

  • Company Property The Executive understands that all documents (including computer records, facsimile and e-mail) and materials created, received or transmitted in connection with his work or using the facilities of the Company are property of the Company and subject to inspection by the Company at any time. Upon termination of the Executive’s employment with the Company (or at any other time when requested by the Company), the Executive will promptly deliver to the Company all documents and materials of any nature pertaining to his work with the Company and will provide written certification of his compliance with this Agreement. Under no circumstances will the Executive have, following his termination, in his possession any property of the Company, or any documents or materials or copies thereof containing any Confidential Information.

  • Confidential Information Intellectual Property You acknowledge and agree that, as a result of your employment, you will have access to trade secrets and other confidential or proprietary information of the Company and its customers and vendors (“Confidential Information”). Such information includes, but is not limited to: (i) customers and clients and customer or client lists, (ii) accounting and business methods, (iii) services or products and the marketing of such services and products, (iv) fees, costs and pricing structures, (v) designs, (vi) analysis, (vii) drawings, photographs and reports, (viii) computer software, including operating systems, applications and program listings, (ix) flow charts, manuals and documentation, (x) databases, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) copyrightable works, (xiii) all technology and trade secrets, and (xiv) all similar and related information in whatever form. You agree that you shall not disclose or use at any time, either during your employment with the Company or thereafter, any Confidential Information, except to the extent that such disclosure or use is directly related to the Company’s business, or unless required to by law, or unless and to the extent that the Confidential Information in question has become generally known to and available for use by the public other than as a result of your acts or omissions to act. In addition, you further agree that any invention, design or innovation that you conceive or devise from your use of Company time, equipment, facilities or support services belong exclusively to the Company, and that it may not be used for your personal benefit, the benefit of a competitor, or for the benefit of any person or entity other than the Company.

  • Proprietary Information and Inventions Employee understands and acknowledges that:

  • Return of Confidential Information and Company Property Upon termination of the Executive’s employment for any reason, the Executive shall immediately return all Confidential Information and other Company property to the Company.

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