Confidentiality Inventions a. Employee shall fully and promptly disclose to the Company all inventions, discoveries, software and writings that Employee may make, conceive, discover, develop or reduce to practice either solely or jointly with others during Employee’s employment with the Company, whether or not during usual work hours. Employee agrees that all such inventions, discoveries, software and writing shall be and remain the sole and exclusive property of the Company, and Employee hereby agrees to assign, and hereby assigns all of Employee’s right, title and interest in and to any such inventions, discoveries, software and writings to the Company. Employee agrees to keep complete records of such inventions, discoveries, software and writings, which records shall be and remain the sole property of the Company, and to execute and deliver, either during or after Employee’s employment with the Company, such documents as the Company shall deem necessary or desirable to obtain such letters patent, utility models, inventor’s certificates, copyrights, trademarks or other appropriate legal rights of the United States and foreign countries as the Company may, in its sole discretion, elect, and to vest title thereto in the Company, its successors, assigns, or nominees.
Confidentiality Inventions. (a) Employee shall fully and promptly disclose to the Company all inventions, discoveries, software and writings that Employee may make, conceive, discover, develop or reduce to practice either solely or jointly with others during Employee's employment with the Company, whether or not during usual working hours. Employee agrees that all such inventions, discoveries, software and writing shall be and remain the sole and exclusive property of the Company, and Employee hereby agrees to assign, and hereby assigns all of Employee's right, title and interest in and to any such inventions, discoveries, software and writings to the Company. Employee agrees to keep complete records of such inventions, discoveries, software and writings, which records shall be and remain the sole property of the Company, and to execute and deliver, either during or after Employee's employment with the Company, such documents as the Company shall deem necessary or desirable to obtain such letters patent, utility models, inventor's certificates, copyrights, trademarks or other appropriate legal rights of the United States and foreign countries as the Company may, in its sole discretion, elect, and to vest title thereto in the Company, its successors, assigns, or nominees.
(b) Inventions," as used herein, shall include inventions, discoveries, improvements, ideas and conceptions, developments and designs, whether or not patentable, tested, reduced to practice, subject to copyright or other rights or forms of protection, or relating to data processing, communications, computer software systems, programs and procedures.
(c) Employee understands that all copyrightable work that Employee may create while employed by the Company is a "work made for hire," and that the Company is the owner of the copyright therein. Employee hereby assigns all right, title and interest to the copyright therein to the Company.
(d) Employee has no inventions, improvements, discoveries, software or writings useful to the Company or its subsidiaries or affiliates in the normal course of business, which were conceived, made or written prior to the date of this Agreement.
(e) Employee will not publish or otherwise disclose, either during or after Employee's employment with the Company, any unpublished or proprietary or confidential information or secret relating to the Company, the Business, the Company's operations or the Company's products or services. Employee will not publish or otherwise disclose proprietary o...
Confidentiality Inventions a. Barry recognizes that the services to be performed by him xxx xxxxxxx, unique and extraordinary in that, by reason of his employment under this Agreement, he may acquire or has acquired confidential information and trade secrets concerning the operation of the Company, its predecessors, and/or its affiliates, the use or disclosure of which could cause the Company, or its affiliates substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, Barry covenants and agrees with the Company that he will not, dirxxxxx or indirectly, at any time during the term of this Agreement or thereafter, except in the performance of his obligations to the Company or with the prior written consent of the Board of Directors or as otherwise required by court order, subpoena or other government process, directly or indirectly, disclose any secret or confidential information that he may learn or has learned by reason of his association with the Company. If Barry shall be required to make such disclosure pursuant to court xxxxx, subpoena or other government process, he shall notify the Company of the same, by personal delivery or electronic means, confirmed by mail, within 24 hours of learning of such court order, subpoena or other government process and, at the Company's expense, shall (i) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or government process, and (ii) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. The term "confidential information" includes, without limitation, information not in the public domain and not previously disclosed to the public or to the trade by the Company's management with respect to the Company's or its affiliates' facilities and methods, studies, surveys, analyses, sketches, drawings, notes, records, software, computer-stored or disk-stored information, processes, techniques, research data, marketing and sales information, personnel data, trade secrets and other intellectual property, designs, design concepts, manuals, confidential reports, supplier names and pricing, customer names and prices paid, financial information or business plans.
b. Barry confirms that all confidential information is and xxxxx xxxxxx the exclusive property of the Company. All memoranda, notes, reports, software, sketches, photograp...
Confidentiality Inventions. Executive agrees to sign, and abide by the terms of, the Company's standard At-Will Employment, Confidential Information and Invention Assignment Agreement (the "Standard Agreement"), a copy of which is attached hereto as Exhibit C and the terms of which are hereby incorporated herein by reference and made a part of this Agreement; provided that (i) the Company acknowledges that the provisions of the Standard Agreement regarding "at will" employment shall not affect Executive's rights under this Agreement and (ii) Executive acknowledges and agrees that to the extent any original works of authorship which are made by Executive (solely or jointly with others) within the scope of and during the period of Executive's employment with the Company are deemed not to be "works made for hire," Executive hereby assigns the copyright and all other intellectual property rights in such works to the Company; provided further that the foregoing assignment shall not apply to inventions, the assignment of which is prohibited by California Labor Code Section 2870.
Confidentiality Inventions. The EMPLOYEE shall respect and agrees not to use in any way for his benefit or the benefit of others, except as directed by the COMPANY, confidential and proprietary information relating to the technologies, strategies and business practices and information of the COMPANY and/or its affiliates, which has commercial value to the COMPANY and/or its affiliates and which the COMPANY and/or its affiliates treats as confidential ("Confidential Information"). By way of illustration, but not limitation, Confidential Information includes (a) all ideas, discoveries, inventions, improvements, trade secrets, formulas, know-how, works of authorship or other intellectual property, (b) all inventions and other material produced or compiled by the COMPANY in performing services under this agreement, (c) information labeled "Confidential" or "Proprietary" or similarly identified by the COMPANY as confidential, (d) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, (e) information concerning supplies, vendors and customers, including without limitation, past, present and prospective customer lists, and (f) information regarding the skills and compensation of employees of the COMPANY. Confidential Information shall not include any information that (i) is or becomes generally known or available to the public through no fault of you or your representatives, agents or affiliates, (ii) is known and reduced to tangible form by you prior to the time it is disclosed to you, (iii) is legally acquired from a third party who has the right to disclose the information. EMPLOYEE acknowledges the confidential and proprietary character of the Confidential Information and agrees not to use, reproduce or disclose in any form all or any part of the Confidential Information without the prior written consent of the COMPANY in each instance, except as may be required in the ordinary course of performing services under this agreement, or as may be compelled by legal process. Upon termination of this agreement for any reason, including expiration of the term, the EMPLOYEE agrees to cease using and return to the COMPANY all whole or partial copies and derivatives of the Confidential Information (including without limitation material compiled by you pursuant to this agreement), whether in your possession or under your direct or indirect control, if requested in writing w...
Confidentiality Inventions. (a) Concurrently with the execution of this Agreement, the Manager shall execute the Confidentiality, Non-Competition and Proprietary Rights undertaking in favor of the Company and any subsidiary and parent company of the Company, attached hereto as Appendix B. In this section 5 the term "Company" shall also include any affiliate entity of the Company.
(b) This Section 5 shall survive any termination or expiration of this Agreement to the maximum extent permitted by the law.
Confidentiality Inventions. Advisor recognizes that information relating to the Company and its research and development programs and strategic and business activities and operations is proprietary and of significant value to the Company. Advisor agrees as follows:
(a) At all times during the term of Advisor’s association with the Company and thereafter, Advisor will hold in strictest confidence and will not disclose or use any of the Proprietary Information (defined below), except to the extent such disclosure or use may be required in direct connection with the Advisor’s work for the Company or is expressly authorized in writing in advance by the Board.
Confidentiality Inventions. You acknowledge that you are still bound by any Inventions and Confidential Information Agreement (“Confidentiality Agreement”) that you signed during or shortly before you began your employment with the Company. You acknowledge that by reason of your position with the Company you have been given access to financial information, lists of customers, prices, engineering plans, business plans, strategic plans, technology, roadmaps, developments, inventions, and similar confidential or proprietary materials or information respecting the Company’s business, affairs, or plans. You represent that you have held all such information and materials confidential and that you will continue to do so. You also represent that you will not use such information, materials, and relationships for any business (which term herein includes a partnership, firm, corporation or any other entity) at any future time without the prior written consent of the Company’s General Counsel or designee.
Confidentiality Inventions. 21.1 You will, in fulfilling your responsibilities, have access to confidential information relating to the Company or any associated employers and develop knowledge and influence over the Company’s suppliers and/or customers and/or be involved in making inventions or creating copyright material.
21.2 You undertake that you may not, save in the proper performance of your duties for the Company, either during your employment or after its termination for whatever reason, use (whether for your own benefit or for the benefit of any other person, firm, company, corporation or organisation), divulge or communicate to any person firm, company, corporation or organisation, except authorised members of the Company, any trade secrets or Confidential Information of or relating to the Company, any associated company, the business of the Company or any associated company, any customer of the Company or any associated company or any other person, firm, company or organisation with whom or which the Company or any associated company is involved in any kind of business dealings, joint venture or partnership, which in each case has been disclosed to you by the Company, which may be created by you for the Company or which may otherwise have come to your attention as a result of your employment with the Company.
21.3 This restriction shall cease to apply to information or knowledge which comes into the public domain, otherwise than by reason of your default, or which is required to be disclosed by law or by a court or tribunal of competent jurisdiction. Nothing in this Agreement will prevent you making a “protected disclosure” within the meaning of Section 43A-L Employment Rights Xxx 0000, provided that you have first followed and exhausted any reasonable Company procedure in relation to the reporting of any alleged wrongdoing or malfeasance on the part of the Company or any associated company or any of its/their officers, directors, employees or advisers.
21.4 ‘Confidential Information’ shall, subject to clause 21.3 above, include, but shall not be limited to, business and marketing plans, customer and price lists, the requirements of customers and potential customers for products and services of the Company or any associated company, management accounts, budgets and other sales or financial data, the terms on which the Company or any associated Companies do business with customers or other third parties, details of any pending or threatened litigation, details of confident...
Confidentiality Inventions. Consultant agrees to the terms and conditions with respect to Company's confidential information set forth in Exhibit A.
