Common use of Confidential Information and Inventions Clause in Contracts

Confidential Information and Inventions. 9.01 During the course of your duties, you will acquire information about certain matters that are confidential to Cognos (including, for the purpose of this Agreement, any affiliated companies), and that is the exclusive property of Cognos, including, but not limited to: (a) product design and development information, (b) names, addresses, buying habits and preferences of current customers of Cognos as well as prospective customers, (c) pricing and sales policies, techniques and concepts, and (d) trade secrets and other confidential information concerning the business operations or affairs of Cognos, all of which information is “Confidential Information” for the purposes of this Agreement. Confidential Information does not include: (e) information generally available to or known to the public; (f) information previously known to you; (g) information independently developed by you outside the scope of this Agreement; or (h) information lawfully disclosed to you by a third party. 9.02 You acknowledge that Confidential Information, if disclosed, could be used to the detriment of Cognos. Accordingly, you will not disclose any Confidential Information to any third party either: (a) during the term of your employment with Cognos (whether under this Agreement or any predecessor or successor to it), except as may be necessary for you to properly discharge your duties under this Agreement, or (b) following the termination of your employment, however caused, except with the written permission of Cognos. Any obligations of confidentiality arising under previous agreements with Cognos are continued and amended to conform with the terms of this Agreement. The foregoing restriction does not apply to any information or knowledge that becomes part of the public domain other than by unauthorized disclosure by you. 9.03 Any inventions, discoveries, or copyrightable works developed or contributed to by you during the course of your duties, whether under this Agreement or any predecessor or successor to it, including without limitation: software source or object code (and any underlying algorithms or other components), product or promotional material, manuals, contractual documentation, and training or education materials (“Works”), are the sole and exclusive property of Cognos including, without limitation, all copyright and other intellectual property rights in or to the Works. You waive any and all moral rights you may have in any Works. You will execute any additional documents deemed necessary by Cognos to apply for, convey or confirm its rights in or to the Works, whether during or after the termination of this Agreement, however caused. You warrant that any Work does not infringe the copyright or other rights of any third party and that the rights you grant to Cognos in this Agreement are vested in you absolutely and you have not previously assigned, licensed, or in any way encumbered the Work. This Section is binding on your heirs, successors and assigns and will survive the termination of this Agreement.

Confidential Information and Inventions. 9.01 For the purposes of this Section 9, Cognos includes Cognos Incorporated and its subsidiaries. During the course of your duties, you will acquire information about certain matters that are confidential to Cognos (including, for the purpose of this AgreementClause, any affiliated associated companies), and that is the exclusive property of Cognos, including, including but not limited to: (a) product design and development information, (b) names, addresses, buying habits and preferences of current customers of Cognos as well as prospective customers, (c) pricing and sales policies, techniques and concepts, and (d) trade secrets and other confidential information concerning the business operations or affairs of Cognos, all of which information is “"Confidential Information” " for the purposes of this Agreement. Confidential Information does not include: (e) information generally available to or known to the public; (f) information previously known to you; (g) information independently developed by you outside the scope of this Agreement; or (h) information lawfully disclosed to you by a third party. 9.02 . Confidential information belongs to Cognos. You acknowledge that Confidential Information, if disclosed, could be used to the detriment of Cognos. Accordingly, you will not disclose any Confidential Information to any third party either: (a) during the term of your employment with Cognos (whether under this Agreement or any predecessor or successor to it), except as may be necessary for you to properly discharge your duties under this Agreement, or (b) following the termination of your employment, however caused, except with the prior written permission of Cognos. Any obligations of confidentiality arising under previous agreements with Cognos are continued and amended to conform with the terms of this Agreement. The foregoing restriction does not apply to any information or knowledge that becomes part of the public domain other than by unauthorized disclosure by you. 9.03 Any inventions, discoveries, or copyrightable works developed developed, authored, made or contributed to by you during the course of your duties, whether under this Agreement or any predecessor or successor to it, including without limitation: software source or object code (and any underlying algorithms or other components), product or promotional material, manuals, contractual documentation, and training or education materials (“Works”), are the sole and exclusive property of Cognos includingor are hereby assigned to Cognos immediately upon their creation, including without limitation, all copyright and other intellectual property rights (including any future rights) in or to the Works. You waive any and all moral rights you may have in any Works. You At Cognos’ expense, you will execute any additional documents deemed necessary by Cognos to apply for, convey transfer, assign or confirm its rights in or to the Works, whether during or after the termination of this Agreement, however caused. You warrant that any Work does not infringe the copyright or other rights of any third party and that the rights you grant to Cognos in this Agreement are vested in you absolutely and you have not previously assigned, licensed, or in any way encumbered the Work. This Section is binding on your heirs, successors and assigns and will survive the termination of this Agreement.

Confidential Information and Inventions. 9.01 8.01 During the course of your duties, you the Executive’s employment by Cognos the Executive will acquire information about certain matters that are confidential to Cognos (including, for the purpose of this Agreement, any affiliated companies), and that is are the exclusive property of Cognos, including, but not limited to: (a) product design and development information, (b) names, addresses, buying habits and preferences of current customers of Cognos as well as prospective customers, (c) pricing and sales policies, techniques and concepts, and (d) trade secrets and other confidential information concerning the business operations or affairs of Cognos, all of which information is “Confidential Information” for the purposes of this Agreement. Confidential Information does not include: (e) information generally available to or known to the public; (f) information previously known to youthe Executive prior to his meetings with Cognos or its agents regarding potential employment with Cognos; (g) information independently developed by you the Executive outside the scope of this Agreement; or (h) information lawfully disclosed to you the Executive by a third party; or (i) information disclosed by Cognos or by other employees of Cognos to third parties without any obligation of confidentiality. 9.02 You acknowledge 8.02 The Executive acknowledges that Confidential Information, if disclosed, could be used to the detriment of Cognos. Accordingly, you will the Executive agrees not to disclose any Confidential Information to any third party either: (a) during the term of your his employment with Cognos (whether under this Agreement or any predecessor or successor to it), except as may be necessary for you him to properly discharge your his duties under this Agreement, or (b) following the termination of your his employment, however caused, except with the written permission of Cognos. Any obligations of confidentiality arising under previous agreements with Cognos are continued and amended to conform with the terms of this Agreement. The foregoing restriction does not apply to any information or knowledge that becomes part of the public domain other than by unauthorized disclosure by youthe Executive or information excluded by subparagraph (e) to (i) of Article 8.01. 9.03 8.03 Any inventions, discoveries, or copyrightable works developed or contributed to by you the Executive during the course of your his duties, whether under this Agreement or any predecessor or successor to it, including without limitation: software source or object code (and any underlying algorithms or other components), product or promotional material, manuals, contractual documentation, and training or education materials (collectively the “Works”), are the sole and exclusive property of Cognos including, including without limitation, all copyright and other intellectual property rights in or to the Works. You waive The Executive waives any and all moral rights you he may have in any Works. You will Work, and agrees to execute any additional documents deemed necessary by Cognos to apply for, convey or confirm its rights in or to the Works, whether during or after the termination of this Agreement, however caused. You warrant The Executive warrants that any Work does not infringe the copyright or other rights of any third party and that the rights you grant the Executive grants to Cognos in this Agreement are vested in you him absolutely and you have he has not previously assigned, licensed, or in any way encumbered the WorkWorks. This Section provision is binding on your the Executive’s heirs, successors and assigns and will survive the termination of this Agreement.

Confidential Information and Inventions. 9.01 During the course of your duties, you will acquire information about certain matters that are confidential to Cognos (including, for the purpose of this Agreement, any affiliated companies), and that is the exclusive property of Cognos, including, but not limited to: (a) product design and development information, (b) names, addresses, buying habits and preferences of current customers of Cognos as well as prospective customers, (c) pricing and sales policies, techniques and concepts, and (d) trade secrets and other confidential information concerning the business operations or affairs of Cognos, all of which information is “"Confidential Information” " for the purposes of this Agreement. Confidential Information does not include: (e) information generally available to or known to the public; (f) information previously known to you; (g) information independently developed by you outside the scope of this Agreement; or (h) information lawfully disclosed to you by a third party. 9.02 You acknowledge that Confidential Information, if disclosed, could be used to the detriment of Cognos. Accordingly, you will not disclose any Confidential Information to any third party either: (a) during the term of your employment with Cognos (whether under this Agreement or any predecessor or successor to it), except as may be necessary for you to properly discharge your duties under this Agreement, or (b) following the termination of your employment, however caused, except with the written permission of Cognos. Any obligations of confidentiality arising under previous agreements with Cognos are continued and amended to conform with the terms of this Agreement. The foregoing restriction does not apply to any information or knowledge that becomes part of the public domain other than by unauthorized disclosure by you. 9.03 Any inventions, discoveries, or copyrightable works developed or contributed to by you during the course of your duties, whether under this Agreement or any predecessor or successor to it, including without limitation: software source or object code (and any underlying algorithms or other components), product or promotional material, manuals, contractual documentation, and training or education materials (“individually and collectively, the "Works”"), are the sole and exclusive property of Cognos including, without limitation, all copyright and other intellectual property rights in or to the Works. You waive any and all moral rights you may have in any Works. You will execute any additional documents deemed necessary by Cognos to apply for, convey or confirm its rights in or to the Works, whether during or after the termination of this Agreement, however caused. You warrant that any Work does not infringe the copyright or other rights of any third party and that the rights you grant to Cognos in this Agreement are vested in you absolutely and you have not previously assigned, licensed, or in any way encumbered the Work. This Section is binding on your heirs, successors and assigns and will survive the termination of this Agreement.

Confidential Information and Inventions. 9.01 8.01 During the course of your dutiesthe Executive’s employment by Cognos, you which commenced on August 20, 2001, the Executive has acquired and will continue to acquire information about certain matters that are confidential to Cognos (including, for the purpose of this Agreement, any affiliated companies), and that is are the exclusive property of Cognos, including, but not limited to: (a) product design and development information, (b) names, addresses, buying habits and preferences of current customers of Cognos as well as prospective customers, (c) pricing and sales policies, techniques and concepts, and (d) trade secrets and other confidential information concerning the business operations or affairs of Cognos, all of which information is “Confidential Information” for the purposes of this Agreement. Confidential Information does not include: (e) information generally available to or known to the public; (f) information previously known to youthe Executive prior to August 20, 2001; (g) information independently developed by you the Executive outside the scope of this Agreement; or (h) information lawfully disclosed to you the Executive by a third party. 9.02 You acknowledge 8.02 The Executive acknowledges that Confidential Information, if disclosed, could be used to the detriment of Cognos. Accordingly, you will the Executive agrees not to disclose any Confidential Information to any third party either: (a) during the term of your his employment with Cognos (whether under this Agreement or any predecessor or successor to it), except as may be necessary for you him to properly discharge your his duties under this Agreement, or (b) following the termination of your his employment, however caused, except with the written permission of Cognos. Any obligations of confidentiality arising under previous agreements with Cognos are continued and amended to conform with the terms of this Agreement. The foregoing restriction does not apply to any information or knowledge that becomes part of the public domain other than by unauthorized disclosure by youthe Executive. 9.03 8.03 Any inventions, discoveries, or copyrightable works developed or contributed to by you the Executive during the course of your his duties, whether under this Agreement or any predecessor or successor to it, including without limitation: software source or object code (and any underlying algorithms or other components), product or promotional material, manuals, contractual documentation, and training or education materials (collectively the “Works”), are the sole and exclusive property of Cognos including, including without limitation, all copyright and other intellectual property rights in or to the Works. You waive The Executive waives any and all moral rights you he may have in any Works. You will Work, and agrees to execute any additional documents deemed necessary by Cognos to apply for, convey or confirm its rights in or to the Works, whether during or after the termination of this Agreement, however caused. You warrant The Executive warrants that any Work does not infringe the copyright or other rights of any third party and that the rights you grant the Executive grants to Cognos in this Agreement are vested in you him absolutely and you have he has not previously assigned, licensed, or in any way encumbered the WorkWorks. This Section provision is binding on your the Executive’s heirs, successors and assigns and will survive the termination of this Agreement.

Confidential Information and Inventions. 9.01 9.1 For the purposes of this Section 9, Cognos includes Cognos Incorporated and its subsidiaries. During the course of your duties, you will acquire information about certain matters that are confidential to Cognos (including, for the purpose of this AgreementClause, any affiliated associated companies), and that is the exclusive property of Cognos, including, including but not limited to: (a) product design and development information, (b) names, addresses, buying habits and preferences of current customers of Cognos as well as prospective customers, (c) pricing and sales policies, techniques and concepts, and (d) trade secrets and other confidential information concerning the business operations or affairs of Cognos, all of which information is “Confidential Information” for the purposes of this Agreement. Confidential Information does not include: (e) information generally available to or known to the public; (f) information previously known to you; (g) information independently developed by you outside the scope of this Agreement; or (h) information lawfully disclosed to you by a third party. Confidential information belongs to Cognos. 9.02 9.2 You acknowledge that Confidential Information, if disclosed, could be used to the detriment of Cognos. Accordingly, you will not disclose any Confidential Information to any third party either: (a) during the term of your employment with Cognos (whether under this Agreement or any predecessor or successor to it), except as may be necessary for you to properly discharge your duties under this Agreement, or (b) following the termination of your employment, however caused, except with the prior written permission of Cognos. Any obligations of confidentiality arising under previous agreements with Cognos are continued and amended to conform with the terms of this Agreement. The foregoing restriction does not apply to any information or knowledge that becomes part of the public domain other than by unauthorized disclosure by you. 9.03 9.3 Any inventions, discoveries, or copyrightable works developed developed, authored, made or contributed to by you during the course of your duties, whether under this Agreement or any predecessor or successor to it, including without limitation: software source or object code (and any underlying algorithms or other components), product or promotional material, manuals, contractual documentation, and training or education materials (“Works”), are the sole and exclusive property of Cognos includingor are hereby assigned to Cognos immediately upon their creation, including without limitation, all copyright and other intellectual property rights (including any future rights) in or to the Works. You waive any and all moral rights you may have in any Works. You At Cognos’ expense, you will execute any additional documents deemed necessary by Cognos to apply for, convey transfer, assign or confirm its rights in or to the Works, whether during or after the termination of this Agreement, however caused. You warrant that any Work does not infringe the copyright or other rights of any third party and that the rights you grant to Cognos in this Agreement are vested in you absolutely and you have not previously assigned, licensed, or in any way encumbered the Work. This Section is binding on your heirs, successors and assigns and will survive the termination of this Agreement.

Confidential Information and Inventions. 9.01 8.01 During the course of your dutiesthe Executive’s employment by Cognos, you which commenced on September 9, 1984, the Executive has acquired and will continue to acquire information about certain matters that are confidential to Cognos (including, for the purpose of this Agreement, any affiliated companies), and that is are the exclusive property of Cognos, including, but not limited to: (a) product design and development information, (b) names, addresses, buying habits and preferences of current customers of Cognos as well as prospective customers, (c) pricing and sales policies, techniques and concepts, and (d) trade secrets and other confidential information concerning the business operations or affairs of Cognos, all of which information is “Confidential Information” for the purposes of this Agreement. Confidential Information does not include: (e) information generally available to or known to the public; (f) information previously known to youthe Executive prior to September 9, 1984; (g) information independently developed by you the Executive outside the scope of this Agreement; or (h) information lawfully disclosed to you the Executive by a third party. 9.02 You acknowledge 8.02 The Executive acknowledges that Confidential Information, if disclosed, could be used to the detriment of Cognos. Accordingly, you will the Executive agrees not to disclose any Confidential Information to any third party either: (a) during the term of your his employment with Cognos (whether under this Agreement or any predecessor or successor to it), except as may be necessary for you him to properly discharge your his duties under this Agreement, or (b) following the termination of your his employment, however caused, except with the written permission of Cognos. Any obligations of confidentiality arising under previous agreements with Cognos are continued and amended to conform with the terms of this Agreement. The foregoing restriction does not apply to any information or knowledge that becomes part of the public domain other than by unauthorized disclosure by youthe Executive. 9.03 8.03 Any inventions, discoveries, or copyrightable works developed or contributed to by you the Executive during the course of your his duties, whether under this Agreement or any predecessor or successor to it, including without limitation: software source or object code (and any underlying algorithms or other components), product or promotional material, manuals, contractual documentation, and training or education materials (collectively the “Works”), are the sole and exclusive property of Cognos including, including without limitation, all copyright and other intellectual property rights in or to the Works. You waive The Executive waives any and all moral rights you he may have in any Works. You will Work, and agrees to execute any additional documents deemed necessary by Cognos to apply for, convey or confirm its rights in or to the Works, whether during or after the termination of this Agreement, however caused. You warrant The Executive warrants that any Work does not infringe the copyright or other rights of any third party and that the rights you grant the Executive grants to Cognos in this Agreement are vested in you him absolutely and you have he has not previously assigned, licensed, or in any way encumbered the WorkWorks. This Section provision is binding on your the Executive’s heirs, successors and assigns and will survive the termination of this Agreement.

Confidential Information and Inventions. 9.01 8.01 During the course of your duties, you the Executive's employment by Cognos the Executive will acquire information about certain matters that are confidential to Cognos (including, for the purpose of this Agreement, any affiliated companies), and that is are the exclusive property of Cognos, including, but not limited to: (a) product design and development information, (b) names, addresses, buying habits and preferences of current customers of Cognos as well as prospective customers, (c) pricing and sales policies, techniques and concepts, and (d) trade secrets and other confidential information concerning the business operations or affairs of Cognos, all of which information is “Confidential Information” for the purposes of this Agreement. Confidential Information does not include: (e) information generally available to or known to the public; (f) information previously known to youthe Executive prior to his meetings with Cognos or its agents regarding potential employment with Cognos; (g) information independently developed by you the Executive outside the scope of this Agreement; or (h) information lawfully disclosed to you the Executive by a third party; or (i) information disclosed by Cognos or by other employees of Cognos to third parties without any obligation of confidentiality. 9.02 You acknowledge 8.02 The Executive acknowledges that Confidential Information, if disclosed, could be used to the detriment of Cognos. Accordingly, you will the Executive agrees not to disclose any Confidential Information to any third party either: (a) during the term of your his employment with Cognos (whether under this Agreement or any predecessor or successor to it), except as may be necessary for you him to properly discharge your his duties under this Agreement, or (b) following the termination of your his employment, however caused, except with the written permission of Cognos. Any obligations of confidentiality arising under previous agreements with Cognos are continued and amended to conform with the terms of this Agreement. The foregoing restriction does not apply to any information or knowledge that becomes part of the public domain other than by unauthorized disclosure by youthe Executive or information excluded by subparagraph (e) to (i) of Article 8.01. 9.03 8.03 Any inventions, discoveries, or copyrightable works developed or contributed to by you the Executive during the course of your his duties, whether under this Agreement or any predecessor or successor to it, including without limitation: software source or object code (and any underlying algorithms or other components), product or promotional material, manuals, contractual documentation, and training or education materials (collectively the “Works”), are the sole and exclusive property of Cognos including, including without limitation, all copyright and other intellectual property rights in or to the Works. You waive The Executive waives any and all moral rights you he may have in any Works. You will Work, and agrees to execute any additional documents deemed necessary by Cognos to apply for, convey or confirm its rights in or to the Works, whether during or after the termination of this Agreement, however caused. You warrant The Executive warrants that any Work does not infringe the copyright or other rights of any third party and that the rights you grant the Executive grants to Cognos in this Agreement are vested in you him absolutely and you have he has not previously assigned, licensed, or in any way encumbered the WorkWorks. This Section provision is binding on your the Executive's heirs, successors and assigns and will survive the termination of this Agreement.