Common use of Confidentiality Inventions Clause in Contracts

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information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, (e) information concerning supplies, vendors and customers, including without limitation, past, present and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 within thirty (30) days of the EMPLOYEE's date of termination from the COMPANY. EMPLOYEE confirms that all confidential information is and shall remain the exclusive property of the COMPANY. All memoranda, notes, reports, software, sketches, photographs, drawings, plans, business records, papers or other documents or computer-stored or disk-stored information kept or made by EMPLOYEE relating to the business of the COMPANY shall be and will remain the sole and exclusive property of the COMPANY and shall be promptly delivered and returned to the COMPANY immediately upon the termination of his employment with the COMPANY. EMPLOYEE shall make full and prompt disclosure to the COMPANY of all inventions, improvements, ideas, concepts, discoveries, methods, developments, software and works of authorship, whether or not copyrightable, trademarkable or licensable, which are created, made, conceived or reduced to practice by EMPLOYEE for the COMPANY during his services with the COMPANY, whether or not during normal working hours or on the premises of the COMPANY (the "Developments"). All Developments shall be the sole property of the COMPANY, and EMPLOYEE hereby assigns to the COMPANY, without further compensation, all of his rights, title and interests in and to the Developments and any and all related patents, patent applications, copyrights, copyright applications, trademarks and tradenames in the United States and elsewhere. EMPLOYEE shall assist the COMPANY in obtaining, maintaining and enforcing patent, copyright and other forms of legal protection for intellectual property in any country. Upon the request of the COMPANY, EMPLOYEE shall sign all applications, assignments, instruments and papers and perform all acts necessary or desired by the COMPANY in order to protect its rights and interests in any Developments. This Section shall survive the termination of this agreement for any reason, including but not limited to expiration of the term of this agreement.

Appears in 2 contracts

Samples: Employment Agreement (Implantable Vision, Inc.), Employment Agreement (Implantable Vision, Inc.)

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Confidentiality Inventions. The EMPLOYEE shall respect a. Payner recognizes that the services to be performed by her are xxxxxxx, xnique and agrees not to use extraordinary in any way for his benefit that, by reason of her employment under this Agreement, she may acquire or has acquired confidential information and trade secrets concerning the benefit of others, except as directed by the COMPANY, confidential and proprietary information relating to the technologies, strategies and business practices and information operation of the COMPANY Company, its predecessors, and/or its affiliates, the use or disclosure of which has commercial value 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, Payner covenants and agrees with the Company that she will not, directly or indirectly, at any time during the term of this Agreement or thereafter, except in the performance of her obligations 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 Company 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 with the prior written consent of the COMPANY in each instanceBoard of Directors or as otherwise required by court order, except as subpoena or other government process, directly or indirectly, disclose any secret or confidential information that she may learn or has learned by reason of her association with the Company. If Payner shall be required to make such disclosure pursuant to court order, subpoena or other government process, she 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 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 public domain and return not previously disclosed to the COMPANY all whole public or partial copies to the trade by the Company's management with respect to the Company's or its affiliates' facilities and derivatives of the Confidential Information (including without limitation material compiled by you pursuant to this agreement)methods, whether in your possession studies, surveys, analyses, sketches, drawings, notes, records, software, computer-stored or under your direct 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 indirect control, if requested in writing within thirty (30) days of the EMPLOYEE's date of termination from the COMPANY. EMPLOYEE business plans. b. Payner confirms that all confidential information is and shall remain the xxxxxx xxx exclusive property of the COMPANYCompany. All memoranda, notes, reports, software, sketches, photographs, drawings, plans, business records, papers or other documents or computer-stored or disk-stored information kept or made by EMPLOYEE Payner relating to the business of the COMPANY Company shall be and will remain the sole and exclusive property of the COMPANY Company and shall be promptly delivered and returned to the COMPANY Company immediately upon the termination of his her employment with the COMPANY. EMPLOYEE Company. c. Payner shall make full and prompt disclosure to the COMPANY Company of all inventionsxxx xxxxxxions, improvements, ideas, concepts, discoveries, methods, developments, software and works of authorship, whether or not copyrightable, trademarkable or licensable, which are created, made, conceived or reduced to practice by EMPLOYEE Payner for the COMPANY Company during his her services with the COMPANYCompany, whether or not during normal working hours or on the premises of the COMPANY Company (the all of which are collectively referred to in this Agreement as "Developments"). All Developments shall be the sole property of the COMPANYCompany, and EMPLOYEE Payner hereby assigns to the COMPANYCompany, without further compensation, all of his her rights, title and interests in and to the Developments and any and all related patents, patent applications, copyrights, copyright applications, trademarks and tradenames in the United States and elsewhere. EMPLOYEE . d. Payner shall assist the COMPANY Company in obtaining, maintaining and enforcing patentexxxxxxxx xatent, copyright and other forms of legal protection for intellectual property in any country. Upon the request of the COMPANYCompany, EMPLOYEE Payner shall sign all applications, assignments, instruments and papers and perform all acts necessary or desired by the COMPANY Company in order to protect its rights and interests in any Developments. e. Payner agrees that any breach of this paragraph 9 will cause irxxxxxxxxx damage to the Company and that, in the event of such breach, the Company will have, in addition to any and all remedies of law, including rights which the Company may have to damages, the right to equitable relief including, as appropriate, all injunctive relief or specific performance or other equitable relief. This Section Payner understands and agrees that the rights and obligations set forth in paragraph 9 shall survive the termination or expiration of this agreement for any reason, including but not limited to expiration of the term of this agreementAgreement.

Appears in 1 contract

Samples: Employment Agreement (Bluefly Inc)

Confidentiality Inventions. The EMPLOYEE shall respect (a) Employee agrees that all business matters concerning the Company, any affiliate of the Company, or any customer of the Company will be treated by Employee as confidential Xx. XxXxxxx March 15, 2018 information and held in strict confidence. Employee agrees never, at any time during or after termination of Employee’s employment with the Company, regardless of the reason for or manner of termination, to, directly or indirectly, use any confidential information of the Company, or divulge, disclose, or furnish any confidential information of the Company to any person or business entity. Confidential information includes, but is not to use in limited to: (i) 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 conduct of the COMPANY and/or its affiliatesCompany’s operations, which has including, but, not limited to, client lists, supplier lists, data, figures, sales figures, forecasts, projections, strategies, budgets, unpublished financial statements, estimates, tax records, personnel history, accounting procedures, bids, placement contracts, methods of client development, bidding techniques, pricing, placement strategies, and any information relating to research and development, any and all commercial value to or technical information, products or services of the COMPANY and/or its affiliates and which the COMPANY and/or its affiliates treats as confidential ("Confidential Information"). By way of illustrationCompany, including, but not limitationlimited to any and all of the Company’s computer software programs, Confidential Information includes data processing programs, system programs, application programs, flow charts, logic diagrams, source codes and related documentation and materials; (aii) all ideas, discoveries, inventions, improvements, trade secrets, formulasany commercial or technical information, know-how, works of authorship discoveries, developments, techniques, improvements or other intellectual propertymatters of which Employee may have gained knowledge, or discovered, invented or perfected while in the employ of the Company or any affiliates; and (iii) any ideas of processes relating to the development, operation or improvement of any program, product, article or process sold or distributed by the Company and/or any affiliate or customer of the Company. (b) all inventions and other material produced If at any time or compiled by times during Employee’s employment (or within six months thereafter which shall be conclusively presumed to have been developed during Employee’s employment with the COMPANY in performing services under this agreementCompany), (c) information labeled "Confidential" Employee makes, conceives, discovers or "Proprietary" reduces to practice, either alone or similarly identified by with others, whether on site at the COMPANY as confidentialCompany’s facilities or at another facility or location, (d) information regarding plans for researchany invention, modification, development, new productsimprovement, marketing and sellingprocess, business planssecret, budgets and unpublished financial statementsdiscovery, licensesdesign, prices and costsformula, (e) information concerning suppliesdata, vendors and customersexpression, including without limitationwork, pasttechnique, 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 know-how 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 intellectual property 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 whatsoever 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 interest therein (whether or not patented or patentable or registerable under this agreement, copyright or as may be compelled by legal process. Upon termination of this agreement for any reason, including expiration of the term, the EMPLOYEE agrees similar statues or subject to cease using and return to the COMPANY all whole or partial copies and derivatives of the Confidential Information analogous protection) (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 within thirty (30collectively “Inventions”) days of the EMPLOYEE's date of termination from the COMPANY. EMPLOYEE confirms that all confidential information is and shall remain the exclusive property of the COMPANY. All memoranda, notes, reports, software, sketches, photographs, drawings, plans, business records, papers or other documents or computer-stored or disk-stored information kept or made by EMPLOYEE relating relates to the business of the COMPANY Company or any of the products or services being developed, manufactured or sold by the Company, or results from tasks assigned to Employee by the Company or results in the use of confidential information of the Company, such invention and the benefits thereof shall be and will remain immediately become the sole and exclusive absolute property of the COMPANY Company without compensation and Employee will communicate without cost, delay or prior publication, all available information relating to the Inventions to the Company. At the Company’s expense, Employee will also, whether before or after termination of his/her employment, execute and deliver all documents (including patent and copyright applications) and do all acts and things that the Company may deem necessary or desirable to effect the full assignment to the Company of Employee’s right and title to the Inventions or necessary to defend any opposition thereto. The provisions of this Section 6(b) shall not apply to any Invention as to which Employee can prove that: (i) it was developed entirely on Employee’s own time and as a result of Employee’s own effort; (ii) no equipment, supplies, facilities, trade secrets, or confidential information of the Company was used in its development; (iii) it does not relate to the business of the Company or to the Company’s actual or anticipated research and development; and (iv) it did not result from any work performed by Employee for the Company. (c) You agree to maintain this Agreement as confidential and shall be promptly delivered not disclose the terms hereof to any other employee of the Company or to any other person, firm or entity other than (i) the members of your immediate family or (ii) your legal counsel and returned tax advisers, provided all of such individuals are informed of the confidential nature of this Agreement and agree to maintain it as confidential. Xx. XxXxxxx March 15, 2018 (d) Employee agrees that any breach of this Agreement by Employee would cause irreparable damage to the COMPANY immediately upon the termination of his employment with the COMPANY. EMPLOYEE shall make full and prompt disclosure to the COMPANY of all inventions, improvements, ideas, concepts, discoveries, methods, developments, software and works of authorship, whether or not copyrightable, trademarkable or licensable, which are created, made, conceived or reduced to practice by EMPLOYEE for the COMPANY during his services with the COMPANY, whether or not during normal working hours or on the premises of the COMPANY (the "Developments"). All Developments shall be the sole property of the COMPANYCompany, and EMPLOYEE hereby assigns that in the event of any such breach, the Company shall have, in addition to any and all remedies at law, the COMPANYright to an injunction, without further compensationspecific performance or other equitable relief to prevent the violation of Employee’s obligations hereunder. If the Company shall employ counsel in connection with successfully enforcing any of its rights under this Agreement, all of his rightsthe reasonable attorney’s fees, title and interests in and to the Developments and any and all related patentsexposure, patent applications, copyrights, copyright applications, trademarks and tradenames in costs or charges relating thereto shall be payable by Employee upon the United States and elsewhere. EMPLOYEE shall assist the COMPANY in obtaining, maintaining and enforcing patent, copyright and other forms of legal protection for intellectual property in any country. Upon the request of the COMPANY, EMPLOYEE shall sign all applications, assignments, instruments and papers and perform all acts necessary or desired by the COMPANY in order to protect its rights and interests in any Developments. This Section shall survive the termination of this agreement for any reason, including but not limited to expiration of the term of this agreementCompany’s demand.

Appears in 1 contract

Samples: Severance Agreement (Edgewater Technology Inc/De/)

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Confidentiality Inventions. The EMPLOYEE shall respect x. Xxxxxx recognizes that the services to be performed by her are special, unique and agrees not to use extraordinary in any way for his benefit that, by reason of her employment under this Agreement, she may acquire or has acquired confidential information and trade secrets concerning the benefit of others, except as directed by the COMPANY, confidential and proprietary information relating to the technologies, strategies and business practices and information operation of the COMPANY Company, its predecessors, and/or its affiliates, the use or disclosure of which has commercial value 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, Payner covenants and agrees with the Company that she will not, directly or indirectly, at any time during the term of this Agreement or thereafter, except in the performance of her obligations 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 Company 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 with the prior written consent of the COMPANY in each instanceBoard of Directors or as otherwise required by court order, except as subpoena or other government process, directly or indirectly, disclose any secret or confidential information that she may learn or has learned by reason of her association with the Company. If Payner shall be required to make such disclosure pursuant to court order, subpoena or other government process, she 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 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 public domain and return not previously disclosed to the COMPANY all whole public or partial copies to the trade by the Company’s management with respect to the Company’s or its affiliates’ facilities and derivatives of the Confidential Information (including without limitation material compiled by you pursuant to this agreement)methods, whether in your possession studies, surveys, analyses, sketches, drawings, notes, records, software, computer-stored or under your direct 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 indirect control, if requested in writing within thirty (30) days of the EMPLOYEE's date of termination from the COMPANY. EMPLOYEE business plans. x. Xxxxxx confirms that all confidential information is and shall remain the exclusive property of the COMPANYCompany. All memoranda, notes, reports, software, sketches, photographs, drawings, plans, business records, papers or other documents or computer-stored or disk-stored information kept or made by EMPLOYEE Payner relating to the business of the COMPANY Company shall be and will remain the sole and exclusive property of the COMPANY Company and shall be promptly delivered and returned to the COMPANY Company immediately upon the termination of his her employment with the COMPANY. EMPLOYEE Company. x. Xxxxxx shall make full and prompt disclosure to the COMPANY Company of all inventions, improvements, ideas, concepts, discoveries, methods, developments, software and works of authorship, whether or not copyrightable, trademarkable or licensable, which are created, made, conceived or reduced to practice by EMPLOYEE Payner for the COMPANY Company during his her services with the COMPANYCompany, whether or not during normal working hours or on the premises of the COMPANY Company (the "all of which are collectively referred to in this Agreement as “Developments"). All Developments shall be the sole property of the COMPANYCompany, and EMPLOYEE Payner hereby assigns to the COMPANYCompany, without further compensation, all of his her rights, title and interests in and to the Developments and any and all related patents, patent applications, copyrights, copyright applications, trademarks and tradenames in the United States and elsewhere. EMPLOYEE . x. Xxxxxx shall assist the COMPANY Company in obtaining, maintaining and enforcing patent, copyright and other forms of legal protection for intellectual property in any country. Upon the request of the COMPANYCompany, EMPLOYEE Payner shall sign all applications, assignments, instruments and papers and perform all acts necessary or desired by the COMPANY Company in order to protect its rights and interests in any Developments. x. Xxxxxx agrees that any breach of this paragraph 9 will cause irreparable damage to the Company and that, in the event of such breach, the Company will have, in addition to any and all remedies of law, including rights which the Company may have to damages, the right to equitable relief including, as appropriate, all injunctive relief or specific performance or other equitable relief. This Section Payner understands and agrees that the rights and obligations set forth in paragraph 9 shall survive the termination or expiration of this agreement for any reason, including but not limited to expiration of the term of this agreementAgreement.

Appears in 1 contract

Samples: Employment Agreement (Bluefly Inc)

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