Confidential Information; Assignment of Inventions. (a) Employee acknowledges that the trade secrets, confidential information, secret processes and know-how developed and acquired by the Company are among its most valuable assets and that the value of such information may be destroyed by unauthorized disclosure. All such trade secrets, confidential information, secret processes and know-how imparted to or learned by Employee in the course of his employment with respect to the business of the Company (whether acquired before or after the date hereof) will be deemed to be confidential and will not be used or disclosed by Employee, except to the extent necessary to perform Employee’s duties and, in no event, disclosed to anyone outside the employ of the Company and its authorized consultants and advisors. If Employee ceases to be employed by the Company for any reason, Employee shall not take any electronically stored data, documents or other papers containing or reflecting trade secrets, confidential information, secret processes, know-how, or computer software programs from the Company. Employee acknowledges that Employee’s employment with the Company places Employee in a position of utmost confidence and that Employee will have access to confidential information concerning the operation of the business of the Company, including, but not limited to, manufacturing methods, developments, secret processes, know-how, computer software programs, costs, prices and pricing methods, sources of supply and customer names and relations. All such information is in the nature of a trade secret and is the sole and exclusive property of the Company and shall be deemed confidential information for the purposes of this Section 4. (b) Employee hereby assigns to the Company all rights that Employee may have as author, designer, inventor or otherwise as creator of any written or graphic material, design, invention, improvement, or any other idea or thing whatsoever that Employee may write, draw, design, conceive, perfect, or reduce to practice during his employment with the Company, whether done during or outside of normal work hours, and whether done alone or in conjunction with others (“Intellectual Property”), provided, however, that Employee reserves all rights in anything done or developed entirely by Employee on Employee’s own personal time and without the use of any Company equipment, supplies, facilities or information, or the participation of any other Company employee, unless it relates to the Company’s business or reasonably anticipated business, or grows out of any work performed by Employee for the Company. Employee will promptly disclose all such Intellectual Property developed by Employee to the Company, and fully cooperate at the Company’s request and expense in any efforts by the Company or its assignees to secure protection for such Intellectual Property by way of domestic or foreign patent, copyright, trademark or service mxxx registration or otherwise, including executing specific assignments or such other documents or taking such further action as may be considered necessary to vest title in the Company or its assignees and obtain patents or copyrights in any and all countries.
Appears in 3 contracts
Samples: Severance and Change in Control Agreement (Cpi Aerostructures Inc), Severance and Change in Control Agreement (Cpi Aerostructures Inc), Severance and Change in Control Agreement (Cpi Aerostructures Inc)
Confidential Information; Assignment of Inventions. (a) Employee acknowledges that the trade secrets, confidential information, secret processes and know-how developed and acquired by AAR CORP. and its affiliates or subsidiaries (together the Company “Affiliated Companies”) are among its their most valuable assets and that the value of such information may be destroyed by unauthorized disclosure. All such trade secrets, confidential information, secret processes and know-how imparted to or learned by Employee in the course of his employment with respect to the business of the Company Affiliated Companies (whether acquired before or after the date hereof) will be deemed to be confidential and will not be used or disclosed by Employee, except to the extent necessary to perform Employee’s duties and, in no event, disclosed to anyone outside the employ of the Company Affiliated Companies and its their authorized consultants and advisors, unless (i) such information is or has been made generally available to the public, (ii) disclosure of such information is required by law in the opinion of Employee’s counsel (provided that written notice thereof is given to Company as soon as possible but not less than 24 hours prior to such disclosure), or (iii) express written authorization to use or disclose such information has been given by the Company. If Employee ceases to be employed by the Company for any reason, Employee shall not take any electronically stored data, documents or other papers containing or reflecting trade secrets, confidential information, secret processes, know-how, or computer software programs from the Company. Employee acknowledges that Employee’s employment with the Company places hereunder will place Employee in a position of utmost confidence and that Employee will have access to confidential information concerning the operation of the business of the CompanyAffiliated Companies, including, but not limited to, manufacturing methods, developments, secret processes, know-how, computer software programs, costs, prices and pricing methods, sources of supply and customer names and relations. All such information is in the nature of a trade secret and is the sole and exclusive property of the Company Affiliated Companies and shall be deemed confidential information for the purposes of this Section 4paragraph.
(b) Employee hereby assigns to the Company all rights that Employee may have as author, designer, inventor or otherwise as creator of any written or graphic material, design, invention, improvement, or any other idea or thing whatsoever whatever that Employee may write, draw, design, conceive, perfect, or reduce to practice during his employment with the CompanyCompany or within 120 days after termination of such employment, whether done during or outside of normal work hours, and whether done alone or in conjunction with others (“Intellectual Property”), provided, however, that Employee reserves all rights in anything done or developed entirely by Employee on Employee’s own personal time and without the use of any Company equipment, supplies, facilities or information, or the participation of any other Company employee, unless it relates to the Company’s business or reasonably anticipated business, or grows out of any work performed by Employee for the Company. Employee will promptly disclose all such Intellectual Property developed by Employee to the Company, and fully cooperate at the Company’s request and expense in any efforts by the Company or its assignees to secure protection for such Intellectual Property by way of domestic or foreign patent, copyright, trademark or service mxxx xxxx registration or otherwise, including executing specific assignments or such other documents or taking such further action as may be considered necessary to vest title in the Company or its assignees and obtain patents or copyrights in any and all countries.
Appears in 2 contracts
Samples: Severance and Change in Control Agreement (Aar Corp), Severance and Change in Control Agreement (Aar Corp)
Confidential Information; Assignment of Inventions. (a) Employee acknowledges that the trade secrets, confidential information, secret processes and know-how developed and acquired by the Company are among its most valuable assets and that the value of such information may be destroyed by unauthorized disclosure. All such trade secrets, confidential information, secret processes and know-how imparted to or learned by Employee in the course of his her employment with respect to the business of the Company (whether acquired before or after the date hereof) will be deemed to be confidential and will not be used or disclosed by Employee, except to the extent necessary to perform Employee’s duties and, in no event, disclosed to anyone outside the employ of the Company and its authorized consultants and advisors. If Employee ceases to be employed by the Company for any reason, Employee shall not take any electronically stored data, documents or other papers containing or reflecting trade secrets, confidential information, secret processes, know-how, or computer software programs from the Company. Employee acknowledges that Employee’s employment with the Company places Employee in a position of utmost confidence and that Employee will have access to confidential information concerning the operation of the business of the Company, including, but not limited to, manufacturing methods, developments, secret processes, know-how, computer software programs, costs, prices and pricing methods, sources of supply and customer names and relations. All such information is in the nature of a trade secret and is the sole and exclusive property of the Company and shall be deemed confidential information for the purposes of this Section 4.
(b) Employee hereby assigns to the Company all rights that Employee may have as author, designer, inventor or otherwise as creator of any written or graphic material, design, invention, improvement, or any other idea or thing whatsoever that Employee may write, draw, design, conceive, perfect, or reduce to practice during his her employment with the Company, whether done during or outside of normal work hours, and whether done alone or in conjunction with others (“Intellectual Property”), provided, however, that Employee reserves all rights in anything done or developed entirely by Employee on Employee’s own personal time and without the use of any Company equipment, supplies, facilities or information, or the participation of any other Company employee, unless it relates to the Company’s business or reasonably anticipated business, or grows out of any work performed by Employee for the Company. Employee will promptly disclose all such Intellectual Property developed by Employee to the Company, and fully cooperate at the Company’s request and expense in any efforts by the Company or its assignees to secure protection for such Intellectual Property by way of domestic or foreign patent, copyright, trademark or service mxxx registration or otherwise, including executing specific assignments or such other documents or taking such further action as may be considered necessary to vest title in the Company or its assignees and obtain patents or copyrights in any and all countries.
Appears in 1 contract
Samples: Severance and Change in Control Agreement (Cpi Aerostructures Inc)
Confidential Information; Assignment of Inventions. (a) Employee acknowledges that the trade secrets, confidential information, secret processes and know-how developed and acquired by the Company are among its most valuable assets and that the value of such information may be destroyed by unauthorized disclosure. All such trade secrets, confidential information, secret processes and know-how imparted to or learned by Employee in the course of his employment with respect to the business of the Company (whether acquired before or after the date hereof) will be deemed to be confidential and will not be used or disclosed by Employee, except to the extent necessary to perform Employee’s duties and, in no event, disclosed to anyone outside the employ of the Company and its authorized consultants and advisors. If Employee ceases to be employed by the Company for any reason, Employee shall not take any electronically stored data, documents or other papers containing or reflecting trade secrets, confidential information, secret processes, know-how, or computer software programs from the Company. Employee acknowledges that Employee’s employment with the Company places Employee in a position of utmost confidence and that Employee will have access to confidential information concerning the operation of the business of the Company, including, but not limited to, manufacturing methods, developments, secret processes, know-how, computer software programs, costs, prices and pricing methods, sources of supply and customer names and relations. All such information is in the nature of a trade secret and is the sole and exclusive property of the Company and shall be deemed confidential information for the purposes of this Section 4. Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict Employee from lawfully (i) communicating with any governmental agency or self-regulatory organization, including but not limited to the Securities and Exchange Commission, about a potential violation of law or regulation; (ii) filing a charge or complaint with any governmental agency or self-regulatory organization; or (iii) participating in any investigation or proceeding that may be conducted by any governmental agency or self-regulatory organization, including providing documents or other information, without prior notice to or approval by the Company. Employee is also not prohibited from making any other disclosures that are protected under whistleblower laws or other applicable laws.
(b) Employee hereby assigns to the Company all rights that Employee may have as author, designer, inventor or otherwise as creator of any written or graphic material, design, invention, improvement, or any other idea or thing whatsoever that Employee may write, draw, design, conceive, perfect, or reduce to practice during his employment with the Company, whether done during or outside of normal work hours, and whether done alone or in conjunction with others (“Intellectual Property”), provided, however, that Employee reserves all rights in anything done or developed entirely by Employee on Employee’s own personal time and without the use of any Company equipment, supplies, facilities or information, or the participation of any other Company employee, unless it relates to the Company’s business or reasonably anticipated business, or grows out of any work performed by Employee for the Company. Employee will promptly disclose all such Intellectual Property developed by Employee to the Company, and fully cooperate at the Company’s request and expense in any efforts by the Company or its assignees to secure protection for such Intellectual Property by way of domestic or foreign patent, copyright, trademark or service mxxx mark registration or otherwise, including executing specific assignments or such other documents or taking such further action as may be considered necessary to vest title in the Company or its assignees and obtain patents or copyrights in any and all countries.
Appears in 1 contract
Samples: Severance and Change in Control Agreement (Cpi Aerostructures Inc)
Confidential Information; Assignment of Inventions. (a) Employee acknowledges that the trade secrets, confidential information, secret processes and know-how developed and acquired by AAR CORP. and its affiliates or subsidiaries (together the Company “Affiliated Companies”) are among its their most valuable assets and that the value of such information may be destroyed by unauthorized disclosure. All such trade secrets, confidential information, secret processes and know-how imparted to or learned by Employee in the course of his employment with respect to the business of the Company Affiliated Companies (whether acquired before or after the date hereof) will be deemed to be confidential and will not be used or disclosed by Employee, except to the extent necessary to perform Employee’s duties and, in no event, disclosed to anyone outside the employ of the Company Affiliated Companies and its their authorized consultants and advisors, unless (i) such information is or has been made generally available to the public, (ii) disclosure of such information is required by law in the opinion of Employee’s counsel (provided that written notice thereof is given to the Company as soon as possible but not less than 24 hours prior to such disclosure), or (iii) express written authorization to use or disclose such information has been given by the Company. If Employee ceases to be employed by the Company for any reason, Employee shall not take any electronically stored data, documents or other papers containing or reflecting trade secrets, confidential information, secret processes, know-how, or computer software programs from the Company. Employee acknowledges that Employee’s employment with the Company places hereunder will place Employee in a position of utmost confidence and that Employee will have access to confidential information concerning the operation of the business of the CompanyAffiliated Companies, including, but not limited to, manufacturing methods, developments, secret processes, know-how, computer software programs, costs, prices and pricing methods, sources of supply and customer names and relations. All such information is in the nature of a trade secret and is the sole and exclusive property of the Company Affiliated Companies and shall be deemed confidential information for the purposes of this Section 4paragraph.
(b) Employee hereby assigns to the Company all rights that Employee may have as author, designer, inventor or otherwise as creator of any written or graphic material, design, invention, improvement, or any other idea or thing whatsoever whatever that Employee may write, draw, design, conceive, perfect, or reduce to practice during his employment with the CompanyCompany or within 120 days after termination of such employment, whether done during or outside of normal work hours, and whether done alone or in conjunction with others (“Intellectual Property”), provided, however, that Employee reserves all rights in anything done or developed entirely by Employee on Employee’s own personal time and without the use of any Company equipment, supplies, facilities or information, or the participation of any other Company employee, unless it relates to the Company’s business or reasonably anticipated business, or grows out of any work performed by Employee for the Company. Employee will promptly disclose all such Intellectual Property developed by Employee to the Company, and fully cooperate at the Company’s request and expense in any efforts by the Company or its assignees to secure protection for such Intellectual Property by way of domestic or foreign patent, copyright, trademark or service mxxx xxxx registration or otherwise, including executing specific assignments or such other documents or taking such further action as may be considered necessary to vest title in the Company or its assignees and obtain patents or copyrights in any and all countries.
Appears in 1 contract
Samples: Severance and Change in Control Agreement (Aar Corp)
Confidential Information; Assignment of Inventions. (a) Employee acknowledges that the trade secrets, confidential information, secret processes and know-how developed and acquired by AAR CORP. and its affiliates or subsidiaries (together the Company "Affiliated Companies") are among its their most valuable assets and that the value of such information may be destroyed by unauthorized disclosure. All such trade secrets, confidential information, secret processes and know-how imparted to or learned by Employee in the course of his employment with respect to the business of the Company Affiliated Companies (whether acquired before or after the date hereof) will be deemed to be confidential and will not be used or disclosed by Employee, except to the extent necessary to perform Employee’s 's duties and, in no event, disclosed to anyone outside the employ of the Company Affiliated Companies and its their authorized consultants and advisors, unless (i) such information is or has been made generally available to the public, (ii) disclosure of such information is required by law in the opinion of Employee's counsel (provided that written notice thereof is given to Company as soon as possible but not less than 24 hours prior to such disclosure), or (iii) express written authorization to use or disclose such information has been given by the Company. If Employee ceases to be employed by the Company for any reason, Employee shall not take any electronically stored data, documents or other papers containing or reflecting trade secrets, confidential information, secret processes, know-how, or computer software programs from the Company. Employee acknowledges that Employee’s 's employment with the Company places hereunder will place Employee in a position of utmost confidence and that Employee will have access to confidential information concerning the operation of the business of the CompanyAffiliated Companies, including, but not limited to, manufacturing methods, developments, secret processes, know-how, computer software programs, costs, prices and pricing methods, sources of supply and customer names and relations. All such information is in the nature of a trade secret and is the sole and exclusive property of the Company Affiliated Companies and shall be deemed confidential information for the purposes of this Section 4paragraph.
(b) Employee hereby assigns to the Company all rights that Employee may have as author, designer, inventor or otherwise as creator of any written or graphic material, design, invention, improvement, or any other idea or thing whatsoever whatever that Employee may write, draw, design, conceive, perfect, or reduce to practice during his employment with the CompanyCompany or within 120 days after termination of such employment, whether done during or outside of normal work hours, and whether done alone or in conjunction with others (“"Intellectual Property”"), provided, however, that Employee reserves all rights in anything done or developed entirely by Employee on Employee’s 's own personal time and without the use of any Company equipment, supplies, facilities or information, or the participation of any other Company employee, unless it relates to the Company’s 's business or reasonably anticipated business, or grows out of any work performed by Employee for the Company. Employee will promptly disclose all such Intellectual Property developed by Employee to the Company, and fully cooperate at the Company’s 's request and expense in any efforts by the Company or its assignees to secure protection for such Intellectual Property by way of domestic or foreign patent, copyright, trademark or service mxxx xxxx registration or otherwise, including executing specific assignments or such other documents or taking such further action as may be considered necessary to vest title in the Company or its assignees and obtain patents or copyrights in any and all countries.
Appears in 1 contract
Samples: Employment Agreement (Aar Corp)
Confidential Information; Assignment of Inventions. (a) Employee acknowledges that the trade secrets, confidential information, secret processes and know-how developed and acquired by AAR CORP. and its affiliates or subsidiaries (together the Company “Affiliated Companies”) are among its their most valuable assets and that the value of such information may be destroyed by unauthorized disclosure. All such trade secrets, confidential information, secret processes and know-how imparted to or learned by Employee in the course of his employment with respect to the business of the Company Affiliated Companies (whether acquired before or after the date hereof) will be deemed to be confidential and will not be used or disclosed by Employee, except to the extent necessary to perform Employee’s his duties and, in no event, disclosed to anyone outside the employ of the Company Affiliated Companies and its their authorized consultants and advisors, unless (i) such information is or has been made generally available to the public, (ii) disclosure of such information is required by law in the opinion of Employee’s counsel (provided that written notice thereof is given to Company as soon as possible but not less than 24 hours prior to such disclosure), or (iii) express written authorization to use or disclose such information has been given by the Company. If Employee ceases to be employed by the Company for any reason, Employee he shall not take with him any electronically stored data, documents or other papers containing or reflecting trade secrets, confidential information, secret processes, know-how, or computer software programs from the Companyprograms. Employee acknowledges that Employee’s his employment with the Company places Employee hereunder will place him in a position of utmost confidence and that Employee he will have access to confidential information concerning the operation of the business of the CompanyAffiliated Companies, including, but not limited to, manufacturing methods, developments, secret processes, know-how, computer software programs, costs, prices and pricing methods, sources of supply and customer names and relations. All such information is in the nature of a trade secret and is the sole and exclusive property of the Company Affiliated Companies and shall be deemed confidential information for the purposes of this Section 4paragraph.
(b) Employee hereby assigns to the Company all rights that Employee may have as author, designer, inventor or otherwise as creator of any written or graphic material, design, invention, improvement, or any other idea or thing whatsoever whatever that Employee may write, draw, design, conceive, perfect, or reduce to practice during his employment with the CompanyCompany or within 120 days after termination of such employment, whether done during or outside of normal work hours, and whether done alone or in conjunction with others (“Intellectual Property”), provided, however, that Employee reserves all rights in anything done or developed entirely by Employee on Employee’s own personal time and without the use of any Company equipment, supplies, facilities or information, or the participation of any other Company employee, unless it relates to the Company’s business or reasonably anticipated business, or grows out of any work performed by Employee for the Company. Employee will promptly disclose all such Intellectual Property developed by Employee to the Company, and fully cooperate at the Company’s request and expense in any efforts by the Company or its assignees to secure protection for such Intellectual Property by way of domestic or foreign patent, copyright, trademark or service mxxx xxxx registration or otherwise, including executing specific assignments or such other documents or taking such further action as may be considered necessary to vest title in the Company or its assignees and obtain patents or copyrights in any and all countries.
Appears in 1 contract
Samples: Severance and Change in Control Agreement (Aar Corp)
Confidential Information; Assignment of Inventions. (a) Employee acknowledges that the trade secrets, confidential information, secret processes and know-how developed and acquired by AAR CORP. and its affiliates or subsidiaries (together the Company “Affiliated Companies”) are among its their most valuable assets and that the value of such information may be destroyed by unauthorized disclosure. All such trade secrets, confidential information, secret processes and know-how imparted to or learned by Employee in the course of his employment with respect to the business of the Company Affiliated Companies (whether acquired before or after the date hereof) will be deemed to be confidential and will not be used or disclosed by Employee, except to the extent necessary to perform Employee’s duties and, in no event, disclosed to anyone outside the employ of the Company Affiliated Companies and its their authorized consultants and advisors, unless (i) such information is or has been made generally available to the public, (ii) disclosure of such information is required by law in the opinion of Employee’s counsel (provided that written notice thereof is given to Company as soon as possible but not less than 24 hours prior to such disclosure), or (iii) express written authorization to use or disclose such information has been given by the Company. If Employee ceases to be employed by the Company for any reason, Employee shall not take any electronically stored data, documents or other papers containing or reflecting trade secrets, confidential information, secret processes, know-how, or computer software programs from the Company. Employee acknowledges that Employee’s employment with the Company places hereunder will place Employee in a position of utmost confidence and that Employee will have access to confidential information concerning the operation of the business of the CompanyAffiliated Companies, including, but not limited to, manufacturing methods, developments, secret processes, know-how, computer software programs, costs, prices and pricing methods, sources of supply and customer names and relations. All such information is in the nature of a trade secret and is the sole and exclusive property of the Company Affiliated Companies and shall be deemed confidential information for the purposes of this Section 4paragraph. Nothing herein shall prohibit Employee from (i) reporting a suspected violation of law to any governmental or regulatory agency and cooperating with such agency, or from receiving a monetary recovery for information provided to such agency, (ii) testifying truthfully under oath pursuant to subpoena or other legal process or (iii) making disclosures that are otherwise protected under applicable law or regulation. However, if Employee is required by subpoena or other legal process to disclose confidential information, Employee first shall notify the Company promptly upon receipt of the subpoena or other notice, unless otherwise required by law.
(b) Employee hereby assigns to the Company all rights that Employee may have as author, designer, inventor or otherwise as creator of any written or graphic material, design, invention, improvement, or any other idea or thing whatsoever whatever that Employee may write, draw, design, conceive, perfect, or reduce to practice during his employment with the CompanyCompany or within 120 days after termination of such employment, whether done during or outside of normal work hours, and whether done alone or in conjunction with others (“Intellectual Property”), provided, however, that Employee reserves all rights in anything done or developed entirely by Employee on Employee’s own personal time and without the use of any Company equipment, supplies, facilities or information, or the participation of any other Company employee, unless it relates to the Company’s business or reasonably anticipated business, or grows out of any work performed by Employee for the Company. Employee will promptly disclose all such Intellectual Property developed by Employee to the Company, and fully cooperate at the Company’s request and expense in any efforts by the Company or its assignees to secure protection for such Intellectual Property by way of domestic or foreign patent, copyright, trademark or service mxxx xxxx registration or otherwise, including executing specific assignments or such other documents or taking such further action as may be considered necessary to vest title in the Company or its assignees and obtain patents or copyrights in any and all countries.
Appears in 1 contract
Samples: Severance and Change in Control Agreement (Aar Corp)