Common use of Inventions and Confidential Information Clause in Contracts

Inventions and Confidential Information. Executive hereby covenants, agrees and acknowledges as follows: (a) Company is engaged in a continuous program of research, design, development, production, marketing and servicing with respect to its business and that as part of Executive’s employment by Company, Executive is (or may be) expected to make new contributions and inventions of value to Company. (b) Executive’s employment hereunder creates a relationship of confidence and trust between Executive and Company with respect to certain information pertaining to the business of Company and its Affiliates (as hereinafter defined) or pertaining to the business of any client or customer of Company or its Affiliates which may be made known to Executive by Company or any of its Affiliates or by any client or customer of Company or any of its Affiliates or learned by Executive during the course of his employment. (c) Company possesses and will continue to possess information that has been created, discovered or developed by, or otherwise become known to it (including, without limitation, information created, discovered, developed or made known by Executive during the period of or arising out of his employment with the Company) or in which property rights have been or may be assigned or otherwise conveyed to Company, which information has commercial value in the business in which Company is engaged and is treated by Company as confidential. (d) Any and all inventions, products, discoveries, improvements, processes, manufacturing, marketing and service methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code), know-how, strategies and data, whether or not patentable or registrable under copyright or similar statutes, made, developed or created by Executive (whether at the request or suggestion of Company, any of its Affiliates, or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of his employment by Company (collectively, hereinafter referred to as “Inventions”), which may pertain to the business, products, or processes of Company or any of its Affiliates, will be promptly and fully disclosed by Executive to an appropriate executive officer of Company (other than Executive) and shall be Company’s exclusive property, and Executive will promptly execute and/or deliver to an appropriate executive officer of Company (other than Executive) without any additional compensation therefor, all papers, drawings, models, data, documents and other material pertaining to or in any way relating to any Inventions made, developed or created by him as aforesaid. For the purposes of this Agreement, the term “Affiliate” or “Affiliates” of Company shall mean any corporation or other entity which is controlled, directly or indirectly, by Company. As used in the preceding sentence, the word “control” shall mean, with respect to any entity, the power to vote or direct the voting of at least 50% of the voting equity interests in such entity. (e) Executive will keep confidential and will hold for Company’s sole benefit any Invention which is to be the exclusive property of Company under this Section 6 for which no patent, copyright, trademark or other right or protection is issued. (f) Executive also agrees that he will not without the prior written consent of an appropriate executive officer of Company (other than Executive) use for his benefit or disclose at any time during his employment by Company, or thereafter, except to the extent required by the performance by him of his duties as an executive of Company, any information obtained or developed by him while in the employ of Company with respect to any Inventions or with respect to any customers, clients, suppliers, products, employees, financial affairs, or methods of design, distribution, marketing, service, procurement or manufacture of Company or any of its Affiliates, or any confidential matter, except information which at the time is generally known to the public other than as a result of disclosure by him not permitted hereunder, or if such information is required to be disclosed under court order or other applicable law. (g) Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 would be inadequate and, therefore, agrees that Company and its Affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting Company or any of its Affiliates from pursuing any other rights and remedies available for any such breach or threatened breach. (h) Executive agrees that upon termination of his employment hereunder for any reason, Executive shall forthwith return to Company all documents and other property in his possession belonging to Company or any of its Affiliates. (i) Without limiting the generality of Section 10 hereof, Executive hereby expressly agrees that the foregoing provisions of this Section 6 shall be binding upon Executive’s heirs, successors and legal representatives.

Appears in 6 contracts

Samples: Employment Agreement (Lincare Holdings Inc), Employment Agreement (Lincare Holdings Inc), Employment Agreement (Lincare Holdings Inc)

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Inventions and Confidential Information. Executive The Employee hereby covenants, agrees and acknowledges as follows: (a) The Company is engaged in a continuous program of research, design, development, production, marketing and servicing with respect to its business and that as part of Executive’s employment by Company, Executive is (or may be) expected to make new contributions and inventions of value to Companybusiness. (b) Executive’s The Employee's employment hereunder creates a relationship of confidence and trust between Executive the Employee and the Company with respect to certain information pertaining to the business of the Company and its Affiliates (as hereinafter defined) or pertaining to the business of any client or customer of the Company or its Affiliates which may be made known to Executive the Employee by the Company or any of its Affiliates or by any client or customer of the Company or any of its Affiliates or learned by Executive the Employee during the course period of his employmentEmployee's employment by the Company. (c) The Company possesses and will continue to possess information that has been created, discovered or developed by, or otherwise become known to it (including, without limitation, information created, discovereddiscovered or developed by, developed or made known by Executive to, the Employee during the period of Employee's employment or arising out of his employment with the CompanyEmployee's employment) or in which property rights have been or may be assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged and is treated by the Company as confidential. (d) Any and all inventions, products, discoveries, improvements, processes, manufacturing, marketing and service services methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code), know-how, strategies and data, whether or not patentable or registrable under copyright or similar statutes, made, developed or created by Executive the Employee (whether at the request or suggestion of the Company, any of its Affiliates, or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of his Employee's employment by the Company (collectively, hereinafter referred to as “Inventions”), which may pertain to the business, products, or processes of the Company or any of its AffiliatesAffiliates (collectively hereinafter referred to as "Inventions"), will be promptly and fully disclosed by Executive the Employee to an appropriate executive officer of the Company (other than Executive) and shall be Company’s exclusive property, and Executive will promptly execute and/or deliver to an appropriate executive officer of Company (other than Executivethe Employee) without any additional compensation therefor, all papers, drawings, models, data, documents and other material pertaining to or in any way relating to any Inventions made, developed or created by him Employee as aforesaid. For the purposes of this Agreement, the term "Affiliate" or "Affiliates” of Company " shall mean any person, corporation or other entity which is controlleddirectly or indirectly controlling or controlled by or under direct or indirect common control with the Company. For the purposes of this definition, "control" when used with respect to any person, corporation or other entity means the power to direct the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting securities, by Company. As used in contract or otherwise; and the preceding sentence, the word “control” shall mean, with respect to any entity, the power to vote or direct the voting of at least 50% of the voting equity interests in such entity. (e) Executive will keep confidential terms "controlling" and will hold for Company’s sole benefit any Invention which is to be the exclusive property of Company under this Section 6 for which no patent, copyright, trademark or other right or protection is issued. (f) Executive also agrees that he will not without the prior written consent of an appropriate executive officer of Company (other than Executive) use for his benefit or disclose at any time during his employment by Company, or thereafter, except "controlled" have meanings correlative to the extent required by the performance by him of his duties as an executive of Company, any information obtained or developed by him while in the employ of Company with respect to any Inventions or with respect to any customers, clients, suppliers, products, employees, financial affairs, or methods of design, distribution, marketing, service, procurement or manufacture of Company or any of its Affiliates, or any confidential matter, except information which at the time is generally known to the public other than as a result of disclosure by him not permitted hereunder, or if such information is required to be disclosed under court order or other applicable lawforegoing. (g) Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 would be inadequate and, therefore, agrees that Company and its Affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting Company or any of its Affiliates from pursuing any other rights and remedies available for any such breach or threatened breach. (h) Executive agrees that upon termination of his employment hereunder for any reason, Executive shall forthwith return to Company all documents and other property in his possession belonging to Company or any of its Affiliates. (i) Without limiting the generality of Section 10 hereof, Executive hereby expressly agrees that the foregoing provisions of this Section 6 shall be binding upon Executive’s heirs, successors and legal representatives.

Appears in 5 contracts

Samples: Employment Agreement (Robocom Systems Inc), Employment Agreement (Robocom Systems Inc), Employment Agreement (Robocom Systems Inc)

Inventions and Confidential Information. Executive The Consultant hereby covenants, agrees and acknowledges as follows: (a) The Company is engaged in a continuous program of research, design, development, production, marketing and servicing with respect to its business and that as part of Executive’s employment by Company, Executive is (or may be) expected to make new contributions and inventions of value to Companybusinesses. (b) ExecutiveThe Consultant’s employment engagement hereunder creates a relationship of confidence and trust between Executive the Consultant and the Company with respect to certain information pertaining to the business of the Company and its Affiliates (as hereinafter defined) or pertaining to the business of any client or customer of the Company or its Affiliates which may be made known to Executive the Consultant by the Company or any of its Affiliates or by any client or customer of the Company or any of its Affiliates or learned by Executive the Consultant during the course period of his employmentConsultant’s engagement by the Company. (c) The Company possesses and will continue to possess information that has been created, discovered or developed by, or otherwise become known to it (including, without limitation, information created, discovereddiscovered or developed by, developed or made known by Executive to, the Consultant during the period of Consultant’s engagement or arising out of his employment with the CompanyConsultant’s engagement) or in which property rights have been or may be assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged and is treated by the Company as confidential. (d) Any and all inventions, products, discoveries, improvements, processes, manufacturing, marketing and service services methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code), know-how, strategies and data, whether or not patentable or registrable under copyright or similar statutes, made, developed or created by Executive the Consultant (whether at the request or suggestion of the Company, any of its Affiliates, or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of his employment Consultant’s engagement by the Company which may pertain to the business, products or processes of the Company or any of its Affiliates (collectively, collectively hereinafter referred to as “Inventions”), which may pertain to the business, products, or processes of Company or any of its Affiliates, will be promptly and fully disclosed by Executive the Consultant to an appropriate executive officer of the Company (other than Executive) and shall be Company’s exclusive property, and Executive will promptly execute and/or deliver to an appropriate executive officer of Company (other than ExecutiveConsultant) without any additional compensation therefor, all papers, drawings, models, data, documents and other material pertaining to or in any way relating to any Inventions made, developed or created by him Consultant as aforesaid. For the purposes of this Agreement, the term “Affiliate” or “Affiliates” of Company shall mean any person, corporation or other entity which is controlleddirectly or indirectly controlling or controlled by or under direct or indirect common control with the Company. For the purposes of this definition, “control” when used with respect to any person, corporation or other entity means the power to direct the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting securities, by Company. As used in contract or otherwise; and the preceding sentence, the word terms controlcontrollingshall mean, with respect to any entity, the power to vote or direct the voting of at least 50% of the voting equity interests in such entity. (e) Executive will keep confidential and will hold for Company’s sole benefit any Invention which is to be the exclusive property of Company under this Section 6 for which no patent, copyright, trademark or other right or protection is issued. (f) Executive also agrees that he will not without the prior written consent of an appropriate executive officer of Company (other than Executive) use for his benefit or disclose at any time during his employment by Company, or thereafter, except “controlled” have meanings correlative to the extent required by the performance by him of his duties as an executive of Company, any information obtained or developed by him while in the employ of Company with respect to any Inventions or with respect to any customers, clients, suppliers, products, employees, financial affairs, or methods of design, distribution, marketing, service, procurement or manufacture of Company or any of its Affiliates, or any confidential matter, except information which at the time is generally known to the public other than as a result of disclosure by him not permitted hereunder, or if such information is required to be disclosed under court order or other applicable lawforegoing. (g) Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 would be inadequate and, therefore, agrees that Company and its Affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting Company or any of its Affiliates from pursuing any other rights and remedies available for any such breach or threatened breach. (h) Executive agrees that upon termination of his employment hereunder for any reason, Executive shall forthwith return to Company all documents and other property in his possession belonging to Company or any of its Affiliates. (i) Without limiting the generality of Section 10 hereof, Executive hereby expressly agrees that the foregoing provisions of this Section 6 shall be binding upon Executive’s heirs, successors and legal representatives.

Appears in 5 contracts

Samples: Consulting Agreement (Resource Holdings, Inc.), Consulting Agreement (SMSA El Paso II Acquisition Corp), Consulting Agreement (SMSA El Paso II Acquisition Corp)

Inventions and Confidential Information. Executive The Employee hereby covenants, agrees and acknowledges as follows: (a) The Company is engaged in a continuous program of research, design, development, production, marketing and servicing with respect to its business and that as part of Executive’s employment by Company, Executive is (or may be) expected to make new contributions and inventions of value to Companybusinesses. (b) Executive’s The Employee's employment hereunder creates a relationship of confidence and trust between Executive the Employee and the Company with respect to certain information pertaining to the business of the Company and its Affiliates (as hereinafter defined) or pertaining to the business of any client or customer of the Company or its Affiliates which may be made known to Executive the Employee by the Company or any of its Affiliates or by any client or customer of the Company or any of its Affiliates or learned by Executive the Employee during the course period of his employmentEmployee's employment by the Company. (c) The Company possesses and will continue to possess information that has been created, discovered or developed by, or otherwise become known to it (including, without limitation, information created, discovereddiscovered or developed by, developed or made known by Executive to, the Employee during the period of Employee's employment or arising out of his employment with the CompanyEmployee's employment) or in which property rights have been or may be assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged and is treated by the Company as confidential. (d) Any and all inventions, products, discoveries, improvements, processes, manufacturing, marketing and service services methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code), know-how, strategies and data, whether or not patentable or registrable under copyright or similar statutes, made, developed or created by Executive the Employee (whether at the request or suggestion of the Company, any of its Affiliates, or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of his Employee's employment by the Company (collectively, hereinafter referred to as “Inventions”), which may pertain to the business, products, or processes of the Company or any of its AffiliatesAffiliates (collectively hereinafter referred to as "Inventions"), will be promptly and fully disclosed by Executive the Employee to an appropriate executive officer of the Company (other than Executive) and shall be Company’s exclusive property, and Executive will promptly execute and/or deliver to an appropriate executive officer of Company (other than Executivethe Employee) without any additional compensation therefor, all papers, drawings, models, data, documents and other material pertaining to or in any way relating to any Inventions made, developed or created by him Employee as aforesaid. For the purposes of this Agreement, the term "Affiliate" or "Affiliates” of Company " shall mean any person, corporation or other entity which is controlleddirectly or indirectly controlling or controlled by or under direct or indirect common control with the Company. For the purposes of this definition, "control" when used with respect to any person, corporation or other entity means the power to direct the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting securities, by Company. As used in contract or otherwise; and the preceding sentence, the word “control” shall mean, with respect to any entity, the power to vote or direct the voting of at least 50% of the voting equity interests in such entity. (e) Executive will keep confidential terms "controlling" and will hold for Company’s sole benefit any Invention which is to be the exclusive property of Company under this Section 6 for which no patent, copyright, trademark or other right or protection is issued. (f) Executive also agrees that he will not without the prior written consent of an appropriate executive officer of Company (other than Executive) use for his benefit or disclose at any time during his employment by Company, or thereafter, except "controlled" have meanings correlative to the extent required by the performance by him of his duties as an executive of Company, any information obtained or developed by him while in the employ of Company with respect to any Inventions or with respect to any customers, clients, suppliers, products, employees, financial affairs, or methods of design, distribution, marketing, service, procurement or manufacture of Company or any of its Affiliates, or any confidential matter, except information which at the time is generally known to the public other than as a result of disclosure by him not permitted hereunder, or if such information is required to be disclosed under court order or other applicable lawforegoing. (g) Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 would be inadequate and, therefore, agrees that Company and its Affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting Company or any of its Affiliates from pursuing any other rights and remedies available for any such breach or threatened breach. (h) Executive agrees that upon termination of his employment hereunder for any reason, Executive shall forthwith return to Company all documents and other property in his possession belonging to Company or any of its Affiliates. (i) Without limiting the generality of Section 10 hereof, Executive hereby expressly agrees that the foregoing provisions of this Section 6 shall be binding upon Executive’s heirs, successors and legal representatives.

Appears in 5 contracts

Samples: Employment Agreement (Front Porch Digital Inc), Employment Agreement (Front Porch Digital Inc), Employment Agreement (Front Porch Digital Inc)

Inventions and Confidential Information. Executive hereby covenants, agrees and acknowledges as follows: (a) Company is engaged in a continuous program of research, design, development, production, marketing and servicing with respect to its business and that as part of Executive’s employment by Company, Executive is (or may be) expected to make new contributions and inventions of value to Company. (b) Executive’s employment hereunder creates a relationship of confidence and trust between Executive and Company with respect to certain information pertaining to the business of Company and its Affiliates (as hereinafter defined) or pertaining to the business of any client or customer of Company or its Affiliates which may be made known to Executive by Company or any of its Affiliates or by any client or customer of Company or any of its Affiliates or learned by Executive during the course of his employment. (c) Company possesses and will continue to possess information that has been created, discovered or developed by, or otherwise become known to it (including, without limitation, information created, discovered, developed or made known by Executive during the period of or arising out of his employment with the Company) or in which property rights have been or may be assigned or otherwise conveyed to Company, which information has commercial value in the business in which Company is engaged and is treated by Company as confidential. (d) Any and all inventions, products, discoveries, improvements, processes, manufacturing, marketing and service methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code), know-how, strategies and data, whether or not patentable or registrable under copyright or similar statutes, made, developed or created by Executive (whether at the request or suggestion of Company, any of its Affiliates, or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of his employment by Company (collectively, hereinafter referred to as “Inventions”), which may pertain to the business, products, or processes of Company or any of its Affiliates, will be promptly and fully disclosed by Executive to an appropriate executive officer of Company (other than Executive) and shall be Company’s exclusive property, and Executive will promptly execute and/or deliver to an appropriate executive officer of Company (other than Executive) without any additional compensation therefor, all papers, drawings, models, data, documents and other material pertaining to or in any way relating to any Inventions made, developed or created by him as aforesaid. For the purposes of this Agreement, the term “Affiliate” or “Affiliates” of Company shall mean any corporation or other entity which is controlled, directly or indirectly, by Company. As used in the preceding sentence, the word “control” shall mean, with respect to any entity, the power to vote or direct the voting of at least 50% of the voting equity interests in such entity. (e) Executive will keep confidential and will hold for Company’s sole benefit any Invention which is to be the exclusive property of Company under this Section 6 for which no patent, copyright, trademark or other right or protection is issued. (f) Executive also agrees that he will not without the prior written consent of an appropriate executive officer of Company (other than Executive) use for his benefit or disclose at any time during his employment by Company, or thereafter, except to the extent required by the performance by him of his duties as an executive of Company, any information obtained or developed by him while in the employ of Company with respect to any Inventions or with respect to any customers, clients, suppliers, products, employees, financial affairs, or methods of design, distribution, marketing, service, procurement or manufacture of Company or any of its Affiliates, or any confidential matter, except information which at the time is generally known to the public other than as a result of disclosure by him not permitted hereunder, or if such information is required to be disclosed under court order or other applicable law. (g) Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 would be inadequate and, therefore, agrees that Company and its Affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting Company or any of its Affiliates from pursuing any other rights and remedies available for any such breach or threatened breach. (h) Executive agrees that upon termination of his employment hereunder for any reason, Executive shall forthwith return to Company all documents and other property in his possession belonging to Company or any of its Affiliates. (i) Without limiting the generality of Section 10 hereof, Executive hereby expressly agrees that the foregoing provisions of this Section 6 shall be binding upon Executive’s heirs, successors and legal representatives.

Appears in 5 contracts

Samples: Employment Agreement (Lincare Holdings Inc), Employment Agreement (Lincare Holdings Inc), Employment Agreement (Lincare Holdings Inc)

Inventions and Confidential Information. Executive The Employee hereby covenants, agrees and acknowledges as follows: (a) The Company is engaged in a continuous program of research, design, development, production, marketing and servicing with respect to its business and that as part of Executive’s the Employee's employment by Company, Executive the Company the Employee is (or may be) expected to make new contributions and inventions of value to the Company. (b) Executive’s The Employee's employment hereunder creates a relationship of confidence and trust between Executive the Employee and the Company with respect to certain information pertaining to the business of the Company and its Affiliates (as hereinafter defined) or pertaining to the business of any client or customer of the Company or its Affiliates which may be made known to Executive the Employee by the Company or any of its Affiliates or by any client or customer of the Company or any of its Affiliates or learned by Executive the Employee during the course period of his employment. (c) The Company possesses and will continue to possess information that has been created, discovered or developed by, or otherwise become known to it (including, without limitation, information created, discovered, developed or made known by Executive the Employee during the period of or arising out of his employment with the Companyhereunder) or in which property rights have been or may be assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged and is treated by the Company as confidential. (d) Any and all inventions, products, discoveries, improvements, processes, manufacturing, marketing and service methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code), know-how, strategies and data, whether or not patentable or registrable under copyright or similar statutes, made, developed or created by Executive the Employee (whether at the request or suggestion of the Company, any of its Affiliates, or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of his employment by the Company (collectively, hereinafter referred to as "Inventions"), which may pertain to the business, products, or processes of the Company or any of its Affiliates, will be promptly and fully disclosed by Executive the Employee to an appropriate executive officer of the Company (other than Executivethe Employee) and shall be the Company’s 's exclusive property, and Executive the Employee will promptly execute and/or deliver to an appropriate executive officer of the Company (other than Executivethe Employee) without any additional compensation therefor, all papers, drawings, models, data, documents and other material pertaining to or in any way relating to any Inventions made, developed or created by him as aforesaid. For the purposes of this Agreement, the term "Affiliate" or "Affiliates" of the Company shall mean any corporation or other entity which is controlled, directly or indirectly, by the Company. As used in the preceding sentence, the word "control" shall mean, with respect to any entity, the power to vote or direct the voting of at least more than 50% of the voting equity interests in such entity. (e) Executive will keep confidential and will hold for Company’s sole benefit any Invention which is to be the exclusive property of Company under this Section 6 for which no patent, copyright, trademark or other right or protection is issued. (f) Executive also agrees that he will not without the prior written consent of an appropriate executive officer of Company (other than Executive) use for his benefit or disclose at any time during his employment by Company, or thereafter, except to the extent required by the performance by him of his duties as an executive of Company, any information obtained or developed by him while in the employ of Company with respect to any Inventions or with respect to any customers, clients, suppliers, products, employees, financial affairs, or methods of design, distribution, marketing, service, procurement or manufacture of Company or any of its Affiliates, or any confidential matter, except information which at the time is generally known to the public other than as a result of disclosure by him not permitted hereunder, or if such information is required to be disclosed under court order or other applicable law. (g) Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 would be inadequate and, therefore, agrees that Company and its Affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting Company or any of its Affiliates from pursuing any other rights and remedies available for any such breach or threatened breach. (h) Executive agrees that upon termination of his employment hereunder for any reason, Executive shall forthwith return to Company all documents and other property in his possession belonging to Company or any of its Affiliates. (i) Without limiting the generality of Section 10 hereof, Executive hereby expressly agrees that the foregoing provisions of this Section 6 shall be binding upon Executive’s heirs, successors and legal representatives.

Appears in 3 contracts

Samples: Employment Agreement (Lincare Holdings Inc), Employment Agreement (Lincare Holdings Inc), Employment Agreement (Lincare Holdings Inc)

Inventions and Confidential Information. Executive The Employee hereby covenants, agrees and acknowledges as follows: (a) The Company is engaged in a continuous program of research, design, development, production, marketing and servicing with respect to its business and that as part of Executive’s employment by Company, Executive is (or may be) expected to make new contributions and inventions of value to Companybusinesses. (b) ExecutiveThe Employee’s employment hereunder creates a relationship of confidence and trust between Executive the Employee and the Company with respect to certain information pertaining to the business of the Company and its Affiliates (as hereinafter defined) or pertaining to the business of any client or customer of the Company or its Affiliates which may be made known to Executive the Employee by the Company or any of its Affiliates or by any client or customer of the Company or any of its Affiliates or learned by Executive the Employee during the course period of his employmentEmployee’s employment by the Company. (c) The Company possesses and will continue to possess information that has been created, discovered or developed by, or otherwise become known to it (including, without limitation, information created, discovereddiscovered or developed by, developed or made known by Executive to, the Employee during the period of Employee’s employment or arising out of his employment with the CompanyEmployee’s employment) or in which property rights have been or may be assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged and is treated by the Company as confidential. (d) Any and all inventions, products, discoveries, improvements, processes, manufacturing, marketing and service services methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code), know-how, strategies and data, whether or not patentable or registrable under copyright or similar statutes, made, developed or created by Executive the Employee (whether at the request or suggestion of the Company, any of its Affiliates, or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of his Employee’s employment by the Company (collectively, hereinafter referred to as “Inventions”), which may pertain to the business, products, or processes of the Company or any of its AffiliatesAffiliates (collectively hereinafter referred to as “Inventions”), will be promptly and fully disclosed by Executive the Employee to an appropriate executive officer of the Company (other than Executive) and shall be Company’s exclusive property, and Executive will promptly execute and/or deliver to an appropriate executive officer of Company (other than Executivethe Employee) without any additional compensation therefor, all papers, drawings, models, data, documents and other material pertaining to or in any way relating to any Inventions made, developed or created by him Employee as aforesaid. For the purposes of this Agreement, the term “Affiliate” or “Affiliates” of Company shall mean any person, corporation or other entity which is controlleddirectly or indirectly controlling or controlled by or under direct or indirect common control with the Company. For the purposes of this definition, “control” when used with respect to any person, corporation or other entity means the power to direct the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting securities, by Company. As used in contract or otherwise; and the preceding sentence, the word terms controlcontrollingshall mean, with respect to any entity, the power to vote or direct the voting of at least 50% of the voting equity interests in such entity. (e) Executive will keep confidential and will hold for Company’s sole benefit any Invention which is to be the exclusive property of Company under this Section 6 for which no patent, copyright, trademark or other right or protection is issued. (f) Executive also agrees that he will not without the prior written consent of an appropriate executive officer of Company (other than Executive) use for his benefit or disclose at any time during his employment by Company, or thereafter, except “controlled” have meanings correlative to the extent required by the performance by him of his duties as an executive of Company, any information obtained or developed by him while in the employ of Company with respect to any Inventions or with respect to any customers, clients, suppliers, products, employees, financial affairs, or methods of design, distribution, marketing, service, procurement or manufacture of Company or any of its Affiliates, or any confidential matter, except information which at the time is generally known to the public other than as a result of disclosure by him not permitted hereunder, or if such information is required to be disclosed under court order or other applicable lawforegoing. (g) Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 would be inadequate and, therefore, agrees that Company and its Affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting Company or any of its Affiliates from pursuing any other rights and remedies available for any such breach or threatened breach. (h) Executive agrees that upon termination of his employment hereunder for any reason, Executive shall forthwith return to Company all documents and other property in his possession belonging to Company or any of its Affiliates. (i) Without limiting the generality of Section 10 hereof, Executive hereby expressly agrees that the foregoing provisions of this Section 6 shall be binding upon Executive’s heirs, successors and legal representatives.

Appears in 2 contracts

Samples: Employment Agreement (ValueSetters Inc.), Employment Agreement (ValueSetters Inc.)

Inventions and Confidential Information. Executive The Consultant hereby covenants, agrees and acknowledges as follows: (a) The Company is engaged in a continuous program of research, design, development, production, marketing and servicing with respect to its business and that as part of Executive’s employment by Company, Executive is (or may be) expected to make new contributions and inventions of value to Companybusinesses. (b) ExecutiveThe Consultant’s employment engagement hereunder creates a relationship of confidence and trust between Executive the Consultant and the Company with respect to certain information pertaining to the business of the Company and its Affiliates (as hereinafter defined) or pertaining to the business of any client or customer of the Company or its Affiliates which may be made known to Executive the Consultant by the Company or any of its Affiliates or by any client or customer of the Company or any of its Affiliates or learned by Executive the Consultant during the course period of his employmentConsultant’s engagement by the Company. (ce) The Company possesses and will continue to possess information that has been created, discovered or developed by, or otherwise become known to it (including, without limitation, information created, discovereddiscovered or developed by, developed or made known by Executive to, the Consultant during the period of Consultant’s engagement or arising out of his employment with the CompanyConsultant’s engagement) or in which property rights have been or may be assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged and is treated by the Company as confidential. (df) Any and all inventions, products, discoveries, improvements, processes, manufacturing, marketing and service services methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code), know-know- how, strategies and data, whether or not patentable or registrable under copyright or similar statutes, made, developed or created by Executive the Consultant (whether at the request or suggestion of the Company, any of its Affiliates, or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of his employment Consultant’s engagement by the Company which may pertain to the business, products or processes of the Company or any of its Affiliates (collectively, collectively hereinafter referred to as “Inventions”), which may pertain to the business, products, or processes of Company or any of its Affiliates, will be promptly and fully disclosed by Executive the Consultant to an appropriate executive officer of the Company (other than Executive) and shall be Company’s exclusive property, and Executive will promptly execute and/or deliver to an appropriate executive officer of Company (other than ExecutiveConsultant) without any additional compensation therefor, all papers, drawings, models, data, documents and other material pertaining to or in any way relating to any Inventions made, developed or created by him Consultant as aforesaid. For the purposes of this Agreement, the term “Affiliate” or “Affiliates” of Company shall mean any person, corporation or other entity which is controlleddirectly or indirectly controlling or controlled by or under direct or indirect common control with the Company. For the purposes of this definition, “control” when used with respect to any person, corporation or other entity means the power to direct the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting securities, by Company. As used in contract or otherwise; and the preceding sentence, the word terms controlcontrollingshall mean, with respect to any entity, the power to vote or direct the voting of at least 50% of the voting equity interests in such entity. (e) Executive will keep confidential and will hold for Company’s sole benefit any Invention which is to be the exclusive property of Company under this Section 6 for which no patent, copyright, trademark or other right or protection is issued. (f) Executive also agrees that he will not without the prior written consent of an appropriate executive officer of Company (other than Executive) use for his benefit or disclose at any time during his employment by Company, or thereafter, except “controlled” have meanings correlative to the extent required by the performance by him of his duties as an executive of Company, any information obtained or developed by him while in the employ of Company with respect to any Inventions or with respect to any customers, clients, suppliers, products, employees, financial affairs, or methods of design, distribution, marketing, service, procurement or manufacture of Company or any of its Affiliates, or any confidential matter, except information which at the time is generally known to the public other than as a result of disclosure by him not permitted hereunder, or if such information is required to be disclosed under court order or other applicable lawforegoing. (g) Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 would be inadequate and, therefore, agrees that Company and its Affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting Company or any of its Affiliates from pursuing any other rights and remedies available for any such breach or threatened breach. (h) Executive agrees that upon termination of his employment hereunder for any reason, Executive shall forthwith return to Company all documents and other property in his possession belonging to Company or any of its Affiliates. (i) Without limiting the generality of Section 10 hereof, Executive hereby expressly agrees that the foregoing provisions of this Section 6 shall be binding upon Executive’s heirs, successors and legal representatives.

Appears in 2 contracts

Samples: Consulting Agreement (CalEthos, Inc.), Consulting Agreement (CalEthos, Inc.)

Inventions and Confidential Information. Executive hereby covenants, agrees and acknowledges as follows: (a) Company is engaged in a continuous program of research, design, development, production, marketing and servicing with respect to its business and that as part of Executive’s employment by Company, Executive is (or may be) expected to make new contributions and inventions of value to Company. (b) Executive’s employment hereunder creates a relationship of confidence and trust between Executive and Company with respect to certain information pertaining to the business of Company and its Affiliates (as hereinafter defined) or pertaining to the business of any client or customer of Company or its Affiliates which may be made known to Executive by Company or any of its Affiliates or by any client or customer of Company or any of its Affiliates or learned by Executive during the course of his employment. (c) Company possesses and will continue to possess information that has been created, discovered or developed by, or otherwise become known to it (including, without limitation, information created, discovered, developed or made known by Executive during the period of or arising out of his employment with the Company) or in which property rights have been or may be assigned or otherwise conveyed to Company, which information has commercial value in the business in which Company is engaged and is treated by Company as confidential. (d) Any and all inventions, products, discoveries, improvements, processes, manufacturing, marketing and service methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code), know-how, strategies and data, whether or not patentable or registrable under copyright or similar statutes, made, developed or created by Executive (whether at the request or suggestion of Company, any of its Affiliates, or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of his employment by Company (collectively, hereinafter referred to as “Inventions”), which may pertain to the business, products, or processes of Company or any of its Affiliates, will be promptly and fully disclosed by Executive to an appropriate executive officer of Company (other than Executive) and shall be Company’s exclusive property, and Executive will promptly execute and/or deliver to an appropriate executive officer of Company (other than Executive) without any additional compensation therefor, all papers, drawings, models, data, documents and other material pertaining to or in any way relating to any Inventions made, developed or created by him as aforesaid. For the purposes of this Agreement, the term “Affiliate” or “Affiliates” of Company shall mean any corporation or other entity which is controlled, directly or indirectly, by Company. As used in the preceding sentence, the word “control” shall mean, with respect to any entity, the power to vote or direct the voting of at least 50% of the voting equity interests in such entity. (e) Executive will keep confidential and will hold for Company’s sole benefit any Invention which is to be the exclusive property of Company under this Section 6 for which no patent, copyright, trademark or other right or protection is issued. (f) Executive also agrees that he will not without the prior written consent of an appropriate executive officer of Company (other than Executive) use for his benefit or disclose at any time during his employment by Company, or thereafter, except to the extent required by the performance by him of his duties as an executive of Company, any information obtained or developed by him while in the employ of Company with respect to any Inventions or with respect to any customers, clients, suppliers, products, employees, financial affairs, or methods of design, distribution, marketing, service, procurement or manufacture of Company or any of its Affiliates, or any confidential matter, except information which at the time is generally known to the public other than as a result of disclosure by him not permitted hereunder, or if such information is required to be disclosed under court order or other applicable law. (g) Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 would be inadequate and, therefore, agrees that Company and its Affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting Company or any of its Affiliates from pursuing any other rights and remedies available for any such breach or threatened breach. (h) Executive agrees that upon termination of his employment hereunder for any reason, Executive shall forthwith return to Company all documents and other property in his possession belonging to Company or any of its Affiliates. (i) Without limiting the generality of Section 10 hereof, Executive hereby expressly agrees that the foregoing provisions of this Section 6 shall be binding upon Executive’s heirs, successors and legal representatives.

Appears in 2 contracts

Samples: Employment Agreement, Employment Agreement

Inventions and Confidential Information. Executive The Employee hereby covenants, agrees and acknowledges as follows: (a) The Company is engaged in a continuous program of research, design, development, production, marketing and servicing with respect to its business businesses and that as part of Executivethe Employee’s employment by Company, Executive is (or the Company the Employee may be) expected to make new contributions and inventions of value to the Company. (b) ExecutiveThe Employee’s employment hereunder creates a relationship of confidence and trust between Executive the Employee and the Company with respect to certain confidential information pertaining to the business of the Company and its Affiliates (as hereinafter defined) or pertaining to the business of any client or customer of the Company or its Affiliates which may be made known to Executive the Employee by the Company or any of its Affiliates or by any client or customer of the Company or any of its Affiliates or learned by Executive the Employee during the course period of his employmentemployment by the Company. (c) The Company possesses and will continue to possess information that has been created, discovered or developed by, or otherwise become known to it (including, without limitation, information created, discovereddiscovered or developed by, developed or made known by Executive to, the Employee during the period of his employment or arising out of his employment with the Companyemployment) or in which property rights have been or may be assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged and is treated by the Company as confidential. (d) Any and all inventions, products, discoveries, improvements, processes, manufacturing, marketing and service methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code), know-how, strategies and data, whether or not patentable or registrable under copyright or similar statutes, made, developed or created by Executive the Employee (whether at the request or suggestion of the Company, any of its Affiliates, or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of his employment by the Company which may pertain to the business, products, or processes of the Company or any of its Affiliates (collectively, hereinafter referred to as “Inventions”), which may pertain to the business, products, or processes of Company or any of its Affiliates, will be promptly and fully disclosed by Executive to an appropriate executive officer of Company (other than Executive) and shall be the Company’s exclusive property, and Executive the Employee will promptly execute and/or deliver to an appropriate executive officer of Company (other than Executive) the Company, upon request and without any additional compensation therefor, all papers, drawings, models, data, documents and other material pertaining to or in any way relating to any Inventions made, developed or created by him as aforesaid. For the purposes of this Agreement, the term “Affiliate” or “Affiliates” of Company shall mean any corporation or other entity (i) which owns the Company in whole or in part, or which controls the Company directly or indirectly, whether through common control or otherwise, (ii) which is owned by the Company in whole or in part, or which is controlled, directly or indirectly, by Company. As used in the preceding sentenceCompany or (iii) which is under the common control, the word “control” shall meandirectly or indirectly, with respect to any entity, the power to vote or direct the voting of at least 50% of the voting equity interests in such Company and any person or entity. (e) Executive will keep confidential and will hold for Company’s sole benefit any Invention which is to be the exclusive property of Company under this Section 6 for which no patent, copyright, trademark or other right or protection is issued. (f) Executive also agrees that he will not without the prior written consent of an appropriate executive officer of Company (other than Executive) use for his benefit or disclose at any time during his employment by Company, or thereafter, except to the extent required by the performance by him of his duties as an executive of Company, any information obtained or developed by him while in the employ of Company with respect to any Inventions or with respect to any customers, clients, suppliers, products, employees, financial affairs, or methods of design, distribution, marketing, service, procurement or manufacture of Company or any of its Affiliates, or any confidential matter, except information which at the time is generally known to the public other than as a result of disclosure by him not permitted hereunder, or if such information is required to be disclosed under court order or other applicable law. (g) Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 would be inadequate and, therefore, agrees that Company and its Affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting Company or any of its Affiliates from pursuing any other rights and remedies available for any such breach or threatened breach. (h) Executive agrees that upon termination of his employment hereunder for any reason, Executive shall forthwith return to Company all documents and other property in his possession belonging to Company or any of its Affiliates. (i) Without limiting the generality of Section 10 hereof, Executive hereby expressly agrees that the foregoing provisions of this Section 6 shall be binding upon Executive’s heirs, successors and legal representatives.

Appears in 2 contracts

Samples: Employment Agreement (Tandem Health Care, Inc.), Employment Agreement (Tandem Health Care, Inc.)

Inventions and Confidential Information. Executive The Employee hereby covenants, agrees and acknowledges as follows: (a) The Company is engaged in a continuous program of research, design, development, production, marketing and servicing with respect to its business and that as part of Executive’s the Employee's employment by Company, Executive the Company the Employee is (or may be) expected to make new contributions and inventions of value to the Company. (b) Executive’s The Employee's employment hereunder creates a relationship of confidence and trust between Executive the Employee and the Company with respect to certain information pertaining to the business of the Company and its Affiliates (as hereinafter defined) or pertaining to the business of any client or customer of the Company or its Affiliates which may be made known to Executive the Employee by the Company or any of its Affiliates or by any client or customer of the Company or any of its Affiliates or learned by Executive the Employee during the course period of his employment. (c) The Company possesses and will continue to possess information that has been created, discovered or developed by, or otherwise become known to it (including, without limitation, information created, discovered, developed or made known by Executive the Employee during the period of or arising out of his employment with the Companyhereunder) or in which property rights have been or may be assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged and is treated by the Company as confidential. (d) Any and all inventions, products, discoveries, improvements, processes, manufacturing, marketing and service methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code), know-how, strategies and data, whether or not patentable or registrable under copyright or similar statutes, made, developed or created by Executive the Employee (whether at the request or suggestion of the Company, any of its Affiliates, or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of his employment by the Company (collectively, hereinafter referred to as "Inventions"), which may pertain to the business, products, or processes of the Company or any of its Affiliates, will be promptly and fully disclosed by Executive to an appropriate executive officer of Company (other than Executive) and shall be Company’s exclusive property, and Executive will promptly execute and/or deliver to an appropriate executive officer of Company (other than Executive) without any additional compensation therefor, all papers, drawings, models, data, documents and other material pertaining to or in any way relating to any Inventions made, developed or created by him as aforesaid. For the purposes of this Agreement, the term “Affiliate” or “Affiliates” of Company shall mean any corporation or other entity which is controlled, directly or indirectly, by Company. As used in the preceding sentence, the word “control” shall mean, with respect to any entity, the power to vote or direct the voting of at least 50% of the voting equity interests in such entity. (e) Executive will keep confidential and will hold for Company’s sole benefit any Invention which is to be the exclusive property of Company under this Section 6 for which no patent, copyright, trademark or other right or protection is issued. (f) Executive also agrees that he will not without the prior written consent of an appropriate executive officer of Company (other than Executive) use for his benefit or disclose at any time during his employment by Company, or thereafter, except to the extent required by the performance by him of his duties as an executive of Company, any information obtained or developed by him while in the employ of Company with respect to any Inventions or with respect to any customers, clients, suppliers, products, employees, financial affairs, or methods of design, distribution, marketing, service, procurement or manufacture of Company or any of its Affiliates, or any confidential matter, except information which at the time is generally known to the public other than as a result of disclosure by him not permitted hereunder, or if such information is required to be disclosed under court order or other applicable law. (g) Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 would be inadequate and, therefore, agrees that Company and its Affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting Company or any of its Affiliates from pursuing any other rights and remedies available for any such breach or threatened breach. (h) Executive agrees that upon termination of his employment hereunder for any reason, Executive shall forthwith return to Company all documents and other property in his possession belonging to Company or any of its Affiliates. (i) Without limiting the generality of Section 10 hereof, Executive hereby expressly agrees that the foregoing provisions of this Section 6 shall be binding upon Executive’s heirs, successors and legal representatives.by

Appears in 1 contract

Samples: Employment Agreement (Lincare Holdings Inc)

Inventions and Confidential Information. Executive The Consultant hereby covenants, agrees and acknowledges as follows: (a) The Company is engaged in a continuous program of research, design, development, production, marketing and servicing with respect to its business and that as part of Executive’s employment by Company, Executive is (or may be) expected to make new contributions and inventions of value to Companybusinesses. (b) Executive’s employment The Consultant's engagement hereunder creates a relationship of confidence and trust between Executive the Consultant and the Company with respect to certain information pertaining to the business of the Company and its Affiliates (as hereinafter defined) or pertaining to the business of any client or customer of the Company or its Affiliates which may be made known to Executive the Consultant by the Company or any of its Affiliates or by any client or customer of the Company or any of its Affiliates or learned by Executive the Consultant during the course period of his employmentConsultant's engagement by the Company. (c) The Company possesses and will continue to possess information that has been created, discovered or developed by, or otherwise become known to it (including, without limitation, information created, discovereddiscovered or developed by, developed or made known by Executive to, the Consultant during the period of Consultant's engagement or arising out of his employment with the CompanyConsultant's engagement) or in which property rights have been or may be assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged and is treated by the Company as confidential. (d) Any and all inventions, products, discoveries, improvements, processes, manufacturing, marketing and service services methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code), know-how, strategies and data, whether or not patentable or registrable under copyright or similar statutes, made, developed or created by Executive the Consultant (whether at the request or suggestion of the Company, any of its Affiliates, or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of his employment Consultant's engagement by the Company (collectively, hereinafter referred to as “Inventions”), which may pertain to the business, products, or processes of the Company or any of its AffiliatesAffiliates (collectively hereinafter referred to as "Inventions"), will be promptly and fully disclosed by Executive the Consultant to an appropriate executive officer of the Company (other than Executive) and shall be Company’s exclusive property, and Executive will promptly execute and/or deliver to an appropriate executive officer of Company (other than Executivethe Consultant) without any additional compensation therefor, all papers, drawings, models, data, documents and other material pertaining to or in any way relating to any Inventions made, developed or created by him Consultant as aforesaid. For the purposes of this Agreement, the term "Affiliate" or "Affiliates” of Company " shall mean any person, corporation or other entity which is controlleddirectly or indirectly controlling or controlled by or under direct or indirect common control with the Company. For the purposes of this definition, "control" when used with respect to any person, corporation or other entity means the power to direct the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting securities, by Company. As used in contract or otherwise; and the preceding sentence, the word “control” shall mean, with respect to any entity, the power to vote or direct the voting of at least 50% of the voting equity interests in such entity. (e) Executive will keep confidential terms "controlling" and will hold for Company’s sole benefit any Invention which is to be the exclusive property of Company under this Section 6 for which no patent, copyright, trademark or other right or protection is issued. (f) Executive also agrees that he will not without the prior written consent of an appropriate executive officer of Company (other than Executive) use for his benefit or disclose at any time during his employment by Company, or thereafter, except "controlled" have meanings correlative to the extent required by the performance by him of his duties as an executive of Company, any information obtained or developed by him while in the employ of Company with respect to any Inventions or with respect to any customers, clients, suppliers, products, employees, financial affairs, or methods of design, distribution, marketing, service, procurement or manufacture of Company or any of its Affiliates, or any confidential matter, except information which at the time is generally known to the public other than as a result of disclosure by him not permitted hereunder, or if such information is required to be disclosed under court order or other applicable lawforegoing. (g) Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 would be inadequate and, therefore, agrees that Company and its Affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting Company or any of its Affiliates from pursuing any other rights and remedies available for any such breach or threatened breach. (h) Executive agrees that upon termination of his employment hereunder for any reason, Executive shall forthwith return to Company all documents and other property in his possession belonging to Company or any of its Affiliates. (i) Without limiting the generality of Section 10 hereof, Executive hereby expressly agrees that the foregoing provisions of this Section 6 shall be binding upon Executive’s heirs, successors and legal representatives.

Appears in 1 contract

Samples: Consulting Agreement (Front Porch Digital Inc)

Inventions and Confidential Information. The Executive hereby covenants, ; agrees and acknowledges as follows: (a) The Company is engaged in a continuous program of research, design, development, production, marketing and servicing with respect to its business businesses and that as part of the Executive’s 's employment by Company, the Company the Executive is (or may be) expected to make new contributions and inventions of value to the Company. (b) The Executive’s 's employment hereunder creates a relationship of confidence and trust between the Executive and the Company with respect to certain information pertaining to the business of the Company and its Affiliates (as hereinafter defined) subsidiaries or pertaining to the business of any client or customer of the Company or its Affiliates subsidiaries which may be made known to the Executive by the Company or any of its Affiliates subsidiaries or by any client or customer of the Company or any of its Affiliates subsidiaries or learned by the Executive during the course period of his employmentemployment by the Company. (c) The Company possesses and will continue to possess information that has been created, discovered or developed by, or otherwise become known to it (including, without limitation, information created, discovereddiscovered or developed by, developed or made known by to, the Executive during the period of his employment or arising out of his employment with the Companyemployment) or in which property rights have been or may be assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged and is treated by the Company as confidential. (d) Any and all inventions, products, discoveries, improvements, processes, manufacturing, marketing and service methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code), know-how, strategies and data, whether or not patentable or registrable registerable under copyright or similar statutes, statutes made, developed or created by the Executive (whether at the request or suggestion of the Company, any of its Affiliatessubsidiaries, or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of his employment by the Company (collectively, hereinafter referred to as “Inventions”), which may pertain to the business, products, or processes of the Company or any of its Affiliatessubsidiaries (collectively, hereinafter referred to as "Inventions"), will be promptly and fully disclosed by the Executive to an appropriate executive officer of the Company (other than the Executive) and shall be the Company’s 's exclusive property, and the Executive will promptly execute and/or deliver to an appropriate executive officer of the Company (other than the Executive) without any additional compensation therefor, all papers, drawings, models, data, documents and other material pertaining to or in any way relating to any Inventions inventions made, developed or created by him as aforesaid. For the purposes of this Agreement, the term “Affiliate” or “Affiliates” of Company shall mean any corporation or other entity which is controlled, directly or indirectly, by Company. As used in the preceding sentence, the word “control” shall mean, with respect to any entity, the power to vote or direct the voting of at least 50% of the voting equity interests in such entity. (e) The Executive will keep confidential and will hold for the Company’s 's sole benefit any Invention which is to be the exclusive property of the Company under this Section 6 4 for which no patent, copyright, trademark or other right or protection is issued. (f) The Executive also agrees that he will not not, without the prior written consent of an appropriate executive officer the Board of Directors of the Company (other than Executivei) use for his benefit or disclose at any time during his employment by the Company, or thereafter, except to the extent required by the performance by him of his duties as an executive employee of the Company, any confidential or proprietary information obtained or developed by him while in the employ of the Company with respect to any Inventions or with respect to any customers, clients, suppliers, products, employees, financial affairs, or methods of design, distribution, marketing, service, procurement or manufacture of the Company or any of its Affiliatessubsidiaries, or any confidential matter, except information which at the time is generally known to the public other than as a result of disclosure by him not permitted hereunderhereunder or the disclosure of which is required by law or by Court Order, or if such information is required (ii) take with him upon leaving the employ of the Company any document or paper relating to be disclosed under court order any of the foregoing or other applicable lawany physical property of the Company or any of its subsidiaries. (g) The Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 4 would be inadequate and, therefore, agrees that the Company and its Affiliates subsidiaries shall be entitled to seek injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting the Company or any of its Affiliates subsidiaries from pursuing any other rights and remedies available for any such breach or threatened breach. (h) The Executive agrees that upon termination of his employment hereunder by the Company for any reason, the Executive shall forthwith return to the Company all documents and other property in his possession belonging to the Company or any of its Affiliatessubsidiaries. (i) Without limiting the generality of Section 10 4 hereof, the Executive hereby expressly agrees that the foregoing provisions of this Section 6 4 shall be binding upon the Executive’s 's heirs, successors and legal representatives.

Appears in 1 contract

Samples: Covenant Not to Compete and Severance Agreement (MRC Group)

Inventions and Confidential Information. Executive The Employee hereby covenants, agrees and acknowledges as follows: (a) The Company is engaged in a continuous program of research, design, development, production, marketing and servicing with respect to its business businesses and that as part of Executive’s the Employee's employment by Company, Executive the Company the Employee is (or may be) expected to make new contributions and inventions of value to the Company. (b) Executive’s The Employee's employment hereunder creates a relationship of confidence and trust between Executive the Employee and the Company with respect to certain information pertaining to the business of the Company and its Affiliates (as hereinafter defined) subsidiaries or pertaining to the business of any client or customer of the Company or its Affiliates subsidiaries or pertaining to the business of any client or customer of the Company or its subsidiaries which may be made known to Executive the Employee by the Company or any of its Affiliates subsidiaries or by any client or customer of the Company or any of its Affiliates subsidiaries or learned by Executive the Employee during the course period of his employmentemployment by the Company. (c) The Company possesses and will continue to possess information that has been created, discovered or developed by, or otherwise become known to it (including, without limitation, information created, discovereddiscovered or developed by, developed or made known by Executive to, the Employee during the period of his employment or arising out of his employment with the Companyemployment) or in which property rights have been or may be assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged and is treated by the Company as confidential. (d) Any and all inventions, products, discoveries, improvements, processes, manufacturing, marketing and service methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code), know-how, strategies and data, whether or not patentable or registrable under copyright or similar statutes, statutes made, developed or created by Executive the Employee (whether at the request or suggestion of the Company, any of its Affiliatessubsidiaries, or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of his employment by the Company (collectively, hereinafter referred to as “Inventions”), which may pertain to the business, products, or processes of the Company or any of its Affiliatessubsidiaries (collectively, hereinafter referred to as "Inventions"), will be promptly and fully disclosed by Executive to an appropriate executive officer of Company (other than Executive) and shall be Company’s exclusive property, and Executive will promptly execute and/or deliver to an appropriate executive officer of Company (other than Executive) without any additional compensation therefor, all papers, drawings, models, data, documents and other material pertaining to or in any way relating to any Inventions made, developed or created by him as aforesaid. For the purposes of this Agreement, the term “Affiliate” or “Affiliates” of Company shall mean any corporation or other entity which is controlled, directly or indirectly, by Company. As used in the preceding sentence, the word “control” shall mean, with respect to any entity, the power to vote or direct the voting of at least 50% of the voting equity interests in such entity.full (e) Executive The Employee will keep confidential and will hold for the Company’s 's sole benefit any Invention which is to be the exclusive property of the Company under this Section 6 4 for which no patent, copyright, trademark or other right or protection is issued. (f) Executive The Employee also agrees that he will not not, without the prior written consent of an appropriate executive officer the Board of Directors of the Company (other than Executivei) use for his benefit or disclose at any time during his employment by the Company, or thereafter, except to the extent required by the performance by him of his duties as an executive employee of the Company, any confidential or proprietary information obtained or developed by him while in the employ of the Company with respect to any Inventions or with respect to any customers, clients, suppliers, products, employees, financial affairs, or methods of design, distribution, marketing, service, procurement or manufacture of the Company or any of its Affiliatessubsidiaries, or any confidential matter, except information which at the time is generally known to the public other than as a result of disclosure by him not permitted hereunderhereunder or the disclosure of which is required by law or by Court Order, or if such information is required (ii) take with him upon leaving the employ of the Company any document or paper relating to be disclosed under court order any of the foregoing or other applicable lawany physical property of the Company or any of its subsidiaries. (g) Executive The Employee acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 4 would be inadequate and, therefore, agrees that the Company and its Affiliates subsidiaries shall be entitled to seek injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting the Company or any of its Affiliates subsidiaries from pursuing any other rights and remedies available for any such breach or threatened breach. (h) Executive The Employee agrees that upon termination of his employment hereunder by the Company for any reason, Executive the Employee shall forthwith return to the Company all documents and other property in his possession belonging to the Company or any of its Affiliatessubsidiaries. (i) Without limiting the generality of Section 10 4 hereof, Executive the Employee hereby expressly agrees that the foregoing provisions of this Section 6 4 shall be binding upon Executive’s the Employee's heirs, successors and legal representatives.

Appears in 1 contract

Samples: Covenant Not to Compete and Severance Agreement (MRC Group)

Inventions and Confidential Information. Executive The Employee hereby covenants, covenants,​ agrees and acknowledges as follows: (a) The Company is engaged in a continuous program of research, design, development,d evelopment, production, marketing and servicing with respect to its business and that as part of Executive’s employment by Company, Executive is (or may be) expected to make new contributions and inventions of value to Companybusinesses. (b) ExecutiveThe Employee’s employment hereunder creates a relationship of confidence and trust between Executive the Employee and the Company with respect to certain information pertaining to the business of the Company and its Affiliates (as hereinafter defined) or pertaining to the business of any client or customer of the Company or its Affiliates which may be made known to Executive the Employee by the Company or any of its Affiliates or by any client or customer of the Company or any of its Affiliates or learned by Executive the Employee during the course period of his employmentEmployee’s employment by the Company. (c) The Company possesses and will continue to possess information that has been created, discovered or developed by, or otherwise become known to it (including, without limitation, information created, discovereddiscovered or developed by, developed or made known by Executive to, the Employee during the period of Employee’s employment or arising out of his employment with the CompanyEmployee’s employment) or in which property rights have been or may be assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged and is treated by the Company as confidential. (d) Any and all inventions, products, discoveries, improvements, processes, manufacturing, marketing and service services methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code), know-how, strategies and data, whether or not patentable or registrable under copyright or similar statutes, made, developed or created by Executive the Employee (whether at the request or suggestion of the Company, any of its Affiliates, or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of his Employee’s employment by the Company (collectively, hereinafter referred to as “Inventions”), which may pertain to the business, products, or processes of the Company or any of its AffiliatesAffiliates (collectively hereinafter referred to as “Inventions​ ”), will be promptly and fully disclosed by Executive the Employee to an appropriate executive executive​ officer of the Company (other than Executive) and shall be Company’s exclusive property, and Executive will promptly execute and/or deliver to an appropriate executive officer of Company (other than Executivethe Employee) without any additional compensation therefor, all papers, drawings, models, data, documents and other material pertaining to or in any way relating to any Inventions made, developed or created by him Employee as aforesaid. For the purposes of this Agreement, the term “AffiliateAffiliate​ ” or “Affiliates​ Affiliates​ of Company shall mean any person,​ corporation or other entity which is controlleddirectly or indirectly controlling or controlled by or under direct or indirect common control with the Company. For the purposes of this definition, “control” when used with respect to any person, corporation or other entity means the power to direct the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting securities, by Company. As used in contract or otherwise; and the preceding sentence, the word terms controlcontrollingshall mean, with respect to any entity, the power to vote or direct the voting of at least 50% of the voting equity interests in such entity. (e) Executive will keep confidential and will hold for Company’s sole benefit any Invention which is to be the exclusive property of Company under this Section 6 for which no patent, copyright, trademark or other right or protection is issued. (f) Executive also agrees that he will not without the prior written consent of an appropriate executive officer of Company (other than Executive) use for his benefit or disclose at any time during his employment by Company, or thereafter, except “controlled” have meanings correlative to the extent required by the performance by him of his duties as an executive of Company, any information obtained or developed by him while in the employ of Company with respect to any Inventions or with respect to any customers, clients, suppliers, products, employees, financial affairs, or methods of design, distribution, marketing, service, procurement or manufacture of Company or any of its Affiliates, or any confidential matter, except information which at the time is generally known to the public other than as a result of disclosure by him not permitted hereunder, or if such information is required to be disclosed under court order or other applicable lawforegoing. (g) Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 would be inadequate and, therefore, agrees that Company and its Affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting Company or any of its Affiliates from pursuing any other rights and remedies available for any such breach or threatened breach. (h) Executive agrees that upon termination of his employment hereunder for any reason, Executive shall forthwith return to Company all documents and other property in his possession belonging to Company or any of its Affiliates. (i) Without limiting the generality of Section 10 hereof, Executive hereby expressly agrees that the foregoing provisions of this Section 6 shall be binding upon Executive’s heirs, successors and legal representatives.

Appears in 1 contract

Samples: Employment Agreement (Netcapital Inc.)

Inventions and Confidential Information. Executive The Employee hereby covenants, agrees and acknowledges as follows: (a) The Company is engaged in a continuous program of research, design, development, production, marketing and servicing with respect to its business and that as part of Executive’s employment by Company, Executive is (or may be) expected to make new contributions and inventions of value to Companybusiness. (b) Executive’s The Employee's employment hereunder creates a relationship of confidence and trust between Executive the Employee and the Company with respect to certain information pertaining to the business of the Company and its Affiliates (as hereinafter defined) or pertaining to the business of any client or customer of the Company or its Affiliates which may be made known to Executive the Employee by the Company or any of its Affiliates or by any client or customer of the Company or any of its Affiliates or learned by Executive the Employee during the course period of his employmentEmployee's employment by the Company. (c) The Company possesses and will continue to possess information that has been created, discovered or developed by, or otherwise become known to it (including, without limitation, information created, discovereddiscovered or developed by, developed or made known by Executive to, the Employee during the period of Employee's employment or arising out of his employment with the CompanyEmployee's employment) or in which property rights have been or may be assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged and is treated by the Company as confidential. (d) Any and all inventions, products, discoveries, improvements, processes, manufacturing, marketing and service services methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code), know-how, strategies and data, whether or not patentable or registrable under copyright or similar statutes, made, developed or created by Executive the Employee (whether at the request or suggestion of the Company, any of its Affiliates, or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of his Employee's employment by the Company (collectively, hereinafter referred to as “Inventions”), which may pertain to the business, products, or processes of the Company or any of its AffiliatesAffiliates (collectively hereinafter referred to as "Inventions"), will be promptly and fully disclosed by Executive the Employee to an appropriate executive officer of the Company (other than Executive) and shall be Company’s exclusive property, and Executive will promptly execute and/or deliver to an appropriate executive officer of Company (other than Executivethe Employee) without any additional compensation therefor, all papers, drawings, models, data, documents and other material pertaining to or in any way relating to any Inventions made, developed or created by him Employee as aforesaid. For the purposes of this Agreement, the term "Affiliate" or "Affiliates” of Company " shall mean any person, corporation or other entity which is controlled, directly or indirectly, indirectly controlling or controlled by or under direct or indirect common control with the Company. As For the purposes of this definition, "control" when used in the preceding sentence, the word “control” shall mean, with respect to any entityperson, corporation or other entity means the power to vote or direct the voting of at least 50% of the voting equity interests in such entity. (e) Executive will keep confidential management and will hold for Company’s sole benefit any Invention which is to be the exclusive property of Company under this Section 6 for which no patent, copyright, trademark or other right or protection is issued. (f) Executive also agrees that he will not without the prior written consent of an appropriate executive officer of Company (other than Executive) use for his benefit or disclose at any time during his employment by Company, or thereafter, except to the extent required by the performance by him of his duties as an executive of Company, any information obtained or developed by him while in the employ of Company with respect to any Inventions or with respect to any customers, clients, suppliers, products, employees, financial affairs, or methods of design, distribution, marketing, service, procurement or manufacture of Company or any of its Affiliates, or any confidential matter, except information which at the time is generally known to the public other than as a result of disclosure by him not permitted hereunder, or if such information is required to be disclosed under court order or other applicable law. (g) Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 would be inadequate and, therefore, agrees that Company and its Affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting Company or any of its Affiliates from pursuing any other rights and remedies available for any such breach or threatened breach. (h) Executive agrees that upon termination of his employment hereunder for any reason, Executive shall forthwith return to Company all documents and other property in his possession belonging to Company or any of its Affiliates. (i) Without limiting the generality of Section 10 hereof, Executive hereby expressly agrees that the foregoing provisions of this Section 6 shall be binding upon Executive’s heirs, successors and legal representatives.policies of

Appears in 1 contract

Samples: Employment Agreement (Robocom Systems International Inc)

Inventions and Confidential Information. Executive The Employee hereby covenants, agrees and acknowledges as follows: (a) The Company is engaged in a continuous program of research, design, development, production, marketing and servicing with respect to its business and that as part of Executive’s the Employee's employment by Company, Executive the Company the Employee is (or may be) expected to make new contributions and inventions of value to the Company. (b) Executive’s The Employee's employment hereunder creates a relationship of confidence and trust between Executive the Employee and the Company with respect to certain information pertaining to the business of the Company and its Affiliates (as hereinafter defined) or pertaining to the business of any client or customer of the Company or its Affiliates which may be made known to Executive the Employee by the Company or any of its Affiliates or by any client or customer of the Company or any of its Affiliates or learned by Executive the Employee during the course period of his employment. (c) The Company possesses and will continue to possess information that has been created, discovered or developed by, or otherwise become known to it (including, without limitation, information created, discovered, developed or made known by Executive the Employee during the period of or arising out of his employment with the Companyhereunder) or in which property rights have been or may be assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged and is treated by the Company as confidential. (d) Any and all inventions, products, discoveries, improvements, processes, manufacturing, marketing and service methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code), know-how, strategies and data, whether or not patentable or registrable under copyright or similar statutes, made, developed or created by Executive the Employee (whether at the request or suggestion of the Company, any of its Affiliates, or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of his employment by the Company (collectively, hereinafter referred to as "Inventions"), which may pertain to the business, products, or processes of the Company or any of its Affiliates, will be promptly and fully disclosed by Executive the Employee to an appropriate executive officer of the Company (other than Executivethe Employee) and shall be the Company’s 's exclusive property, and Executive the Employee will promptly execute and/or deliver to an appropriate executive officer of the Company (other than Executive) without any additional compensation therefor, all papers, drawings, models, data, documents and other material pertaining to or in any way relating to any Inventions made, developed or created by him as aforesaid. For the purposes of this Agreement, the term “Affiliate” or “Affiliates” of Company shall mean any corporation or other entity which is controlled, directly or indirectly, by Company. As used in the preceding sentence, the word “control” shall mean, with respect to any entity, the power to vote or direct the voting of at least 50% of the voting equity interests in such entity. (e) Executive will keep confidential and will hold for Company’s sole benefit any Invention which is to be the exclusive property of Company under this Section 6 for which no patent, copyright, trademark or other right or protection is issued. (f) Executive also agrees that he will not without the prior written consent of an appropriate executive officer of Company (other than Executive) use for his benefit or disclose at any time during his employment by Company, or thereafter, except to the extent required by the performance by him of his duties as an executive of Company, any information obtained or developed by him while in the employ of Company with respect to any Inventions or with respect to any customers, clients, suppliers, products, employees, financial affairs, or methods of design, distribution, marketing, service, procurement or manufacture of Company or any of its Affiliates, or any confidential matter, except information which at the time is generally known to the public other than as a result of disclosure by him not permitted hereunder, or if such information is required to be disclosed under court order or other applicable law. (g) Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 would be inadequate and, therefore, agrees that Company and its Affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting Company or any of its Affiliates from pursuing any other rights and remedies available for any such breach or threatened breach. (h) Executive agrees that upon termination of his employment hereunder for any reason, Executive shall forthwith return to Company all documents and other property in his possession belonging to Company or any of its Affiliates. (i) Without limiting the generality of Section 10 hereof, Executive hereby expressly agrees that the foregoing provisions of this Section 6 shall be binding upon Executive’s heirs, successors and legal representatives.the

Appears in 1 contract

Samples: Employment Agreement (Lincare Holdings Inc)

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Inventions and Confidential Information. The Executive hereby covenants, agrees and acknowledges as follows: (a) The Company is engaged in a continuous program of research, design, development, production, marketing and servicing with respect to its business businesses and that as part of the Executive’s 's employment by Company, the Company the Executive is (or may be) expected to make new contributions and inventions of value to the Company. (b) The Executive’s 's employment hereunder creates a relationship of confidence and trust between the Executive and the Company with respect to certain information pertaining to the business of the Company and its Affiliates (as hereinafter defined) subsidiaries or pertaining to the business of any client or customer of the Company or its Affiliates subsidiaries which may be made known to the Executive by the Company or any of its Affiliates subsidiaries or by any client or customer of the Company or any of its Affiliates subsidiaries or learned by the Executive during the course period of his employmentemployment by the Company. (c) The Company possesses and will continue to possess information that has been created, discovered or developed by, or otherwise become known to it (including, without limitation, information created, discovereddiscovered or developed by, developed or made known by to, the Executive during the period of his employment or arising out of his employment with the Companyemployment) or in which property rights have been or may be assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged and is treated by the Company as confidential. (d) Any and all inventions, products, discoveries, improvements, processes, manufacturing, marketing and service methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code), know-how, strategies and data, whether or not patentable or registrable under copyright or similar statutes, statutes made, developed or created by the Executive (whether at the request or suggestion of the Company, any of its Affiliatessubsidiaries, or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of his employment by the Company (collectively, hereinafter referred to as “Inventions”), which may pertain to the business, products, or processes of the Company or any of its Affiliatessubsidiaries (collectively, hereinafter referred to as "Inventions"), will be promptly and fully full disclosed by the Executive to an appropriate executive officer of the Company (other than the Executive) and shall be the Company’s 's exclusive property, and the Executive will promptly execute and/or deliver to an appropriate executive officer of the Company (other than the Executive) without any additional compensation therefor, all papers, drawings, models, data, documents and other material pertaining to or in any way relating to any Inventions inventions made, developed or created by him as aforesaid. For the purposes of this Agreement, the term “Affiliate” or “Affiliates” of Company shall mean any corporation or other entity which is controlled, directly or indirectly, by Company. As used in the preceding sentence, the word “control” shall mean, with respect to any entity, the power to vote or direct the voting of at least 50% of the voting equity interests in such entity. (e) The Executive will keep confidential and will hold for the Company’s 's sole benefit any Invention which is to be the exclusive property of the Company under this Section 6 4 for which no patent, copyright, trademark or other right or protection is issued. (f) The Executive also agrees that he will not not, without the prior written consent of an appropriate executive officer the Board of Directors of the Company (other than Executivei) use for his benefit or disclose at any time during his employment by the Company, or thereafter, except to the extent required by the performance by him of his duties as an executive employee of the Company, any confidential or proprietary information obtained or developed by him while in the employ of the Company with respect to any Inventions or with respect to any customers, clients, suppliers, products, employees, financial affairs, or methods of design, distribution, marketing, service, procurement or manufacture of the Company or any of its Affiliatessubsidiaries, or any confidential matter, except information which at the time is generally known to the public other than as a result of disclosure by him not permitted hereunderhereunder or the disclosure of which is required by law or by Court Order, or if such information is required (ii) take with him upon leaving the employ of the Company any document or paper relating to be disclosed under court order any of the foregoing or other applicable lawany physical property of the Company or any of its subsidiaries. (g) The Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 4 would be inadequate and, therefore, agrees that the Company and its Affiliates subsidiaries shall be entitled to seek injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting the Company or any of its Affiliates subsidiaries from pursuing any other rights and remedies available for any such breach or threatened breach. (h) The Executive agrees that upon termination of his employment hereunder by the Company for any reason, the Executive shall forthwith return to the Company all documents and other property in his possession belonging to the Company or any of its Affiliatessubsidiaries. (i) Without limiting the generality of Section 10 4 hereof, the Executive hereby expressly agrees that the foregoing provisions of this Section 6 4 shall be binding upon the Executive’s 's heirs, successors and legal representatives.

Appears in 1 contract

Samples: Covenant Not to Compete and Severance Agreement (MRC Group)

Inventions and Confidential Information. Executive The Consultant hereby covenants, agrees and acknowledges as follows: (a) The Company is engaged in a continuous program of research, design, development, production, marketing marketing, and servicing with respect to its business and that as part of Executive’s employment by Company, Executive is (or may be) expected to make new contributions and inventions of value to Companybusinesses. (b) ExecutiveThe Consultant’s employment engagement hereunder creates a relationship of confidence and trust between Executive the Consultant and the Company with respect to certain information pertaining to the business of the Company and its Affiliates (as hereinafter defined) or pertaining to the business of any client or customer of the Company or its Affiliates which may be made known to Executive the Consultant by the Company or any of its Affiliates or by any client or customer of the Company or any of its Affiliates or learned by Executive the Consultant during the course period of his employmentConsultant’s engagement by the Company. (c) The Company possesses and will continue to possess information that has been created, discovered or developed by, or otherwise become known to it (including, without limitation, information created, discovereddiscovered or developed by, developed or made known by Executive to, the Consultant during the period of Consultant’s engagement or arising out of his employment with the CompanyConsultant’s engagement) or in which property rights have been or may be assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged and is treated by the Company as confidential. (d) Consultant (including for purposes of this subsection (d), all of Consultant’s affiliates, officers, directors, employees, and legal representatives) acknowledges that the confidential information to which it will have access may include material, non-public information (“Insider Information”) regarding Company and/or its affiliates. The United States securities laws prohibit any persons who have material, non-public information concerning Company and/or its affiliates from purchasing or selling securities of Company or from communicating such information to any person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities in reliance upon such information. Accordingly, Consultant agrees to maintain and preserve all confidential information and material non-public information regarding Company, to abide by all laws, rules, and regulations relating to the handling of and acting upon Insider Information (including, without limitation, trading in Company’s securities—either directly or indirectly—while in possession of Insider Information or disclosing or otherwise utilizing Insider Information in connection with the purchase or sale of securities), and to use such confidential information and material non-public information only for the purposes set forth in this Agreement or to otherwise achieve the aims of this Agreement, in Consultant’s reasonable estimation (e) Any and all inventions, products, discoveries, improvements, processes, manufacturing, marketing and service services methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code), know-how, strategies and data, whether or not patentable or registrable under copyright or similar statutes, made, developed or created by Executive the Consultant (whether at the request or suggestion of the Company, any of its Affiliates, or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of his employment Consultant’s engagement by the Company which may pertain to the business, products or processes of the Company or any of its Affiliates (collectively, collectively hereinafter referred to as “Inventions”), which may pertain to the business, products, or processes of Company or any of its Affiliates, will be promptly and fully disclosed by Executive the Consultant to an appropriate executive officer of the Company (other than Executive) and shall be Company’s exclusive property, and Executive will promptly execute and/or deliver to an appropriate executive officer of Company (other than ExecutiveConsultant) without any additional compensation therefor, all papers, drawings, models, data, documents and other material pertaining to or in any way relating to any Inventions made, developed or created by him Consultant as aforesaid. For the purposes of this Agreement, the term “Affiliate” or “Affiliates” of Company shall mean any person, corporation or other entity which is controlleddirectly or indirectly controlling or controlled by or under direct or indirect common control with the Company. For the purposes of this definition, “control” when used with respect to any person, corporation or other entity means the power to direct the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting securities, by Company. As used in contract or otherwise; and the preceding sentence, the word terms controlcontrollingshall mean, with respect to any entity, the power to vote or direct the voting of at least 50% of the voting equity interests in such entity. (e) Executive will keep confidential and will hold for Company’s sole benefit any Invention which is to be the exclusive property of Company under this Section 6 for which no patent, copyright, trademark or other right or protection is issued. (f) Executive also agrees that he will not without the prior written consent of an appropriate executive officer of Company (other than Executive) use for his benefit or disclose at any time during his employment by Company, or thereafter, except “controlled” have meanings correlative to the extent required by the performance by him of his duties as an executive of Company, any information obtained or developed by him while in the employ of Company with respect to any Inventions or with respect to any customers, clients, suppliers, products, employees, financial affairs, or methods of design, distribution, marketing, service, procurement or manufacture of Company or any of its Affiliates, or any confidential matter, except information which at the time is generally known to the public other than as a result of disclosure by him not permitted hereunder, or if such information is required to be disclosed under court order or other applicable lawforegoing. (g) Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 would be inadequate and, therefore, agrees that Company and its Affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting Company or any of its Affiliates from pursuing any other rights and remedies available for any such breach or threatened breach. (h) Executive agrees that upon termination of his employment hereunder for any reason, Executive shall forthwith return to Company all documents and other property in his possession belonging to Company or any of its Affiliates. (i) Without limiting the generality of Section 10 hereof, Executive hereby expressly agrees that the foregoing provisions of this Section 6 shall be binding upon Executive’s heirs, successors and legal representatives.

Appears in 1 contract

Samples: Consulting Agreement (Surna Inc.)

Inventions and Confidential Information. Executive hereby covenants, agrees and acknowledges as follows: (a) Company is engaged in a continuous program of research, design, development, production, marketing and servicing with respect to its business and that as part of Executive’s employment by Company, Executive is (or may be) expected to make new contributions and inventions of value to Company. (b) Executive’s employment hereunder creates a relationship of confidence and trust between Executive and Company with respect to certain information pertaining to the business of Company and its Affiliates (as hereinafter defined) or pertaining to the business of any client or customer of Company or its Affiliates which may be made known to Executive by Company or any of its Affiliates or by any client or customer of Company or any of its Affiliates or learned by Executive during the course of his employment. (c) Company possesses and will continue to possess information that has been created, discovered or developed by, or otherwise become known to it (including, without limitation, information created, discovered, developed or made known by Executive during the period of or arising out of his employment with the Company) or in which property rights have been or may be assigned or otherwise conveyed to Company, which information has commercial value in the business in which Company is engaged and is treated by Company as confidential. (d) Any and all inventions, products, discoveries, improvements, processes, manufacturing, marketing and service methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code), know-how, strategies and data, whether or not patentable or registrable under copyright or similar statutes, made, developed or created by Executive (whether at the request or suggestion of Company, any of its Affiliates, or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of his employment by Company (collectively, hereinafter referred to as “Inventions”), which may pertain to the business, products, or processes of Company or any of its Affiliates, will be promptly and fully disclosed by Executive to an appropriate executive officer of Company (other than Executive) and shall be Company’s exclusive property, and Executive will promptly execute and/or deliver to an appropriate executive officer of Company (other than Executive) without any additional compensation therefor, all papers, drawings, models, data, documents and other material pertaining to or in any way relating to any Inventions made, developed or created by him as aforesaid. For the purposes of this Agreement, the term “Affiliate” or “Affiliates” of Company shall mean any corporation or other entity which is controlled, directly or indirectly, by Company. As used in the preceding sentence, the word “control” shall mean, with respect to any entity, the power to vote or direct the voting of at least 50% of the voting equity interests in such entity. (e) Executive will keep confidential and will hold for Company’s sole benefit any Invention which is to be the exclusive property of Company under this Section 6 for which no patent, copyright, trademark or other right or protection is issued. (f) Executive also agrees that he will not without the prior written consent of an appropriate executive officer of Company (other than Executive) use for his benefit or disclose at any time during his employment by Company, or thereafter, except to the extent required by the performance by him of his duties as an executive of Company, any information obtained or developed by him while in the employ of Company with respect to any Inventions or with respect to any customers, clients, suppliers, products, employees, financial affairs, or methods of design, distribution, marketing, service, procurement or manufacture of Company or any of its Affiliates, or any confidential matter, except information which at the time is generally known to the public other than as a result of disclosure by him not permitted hereunder, or if such information is required to be disclosed under court order or other applicable law. (g) Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 would be inadequate and, therefore, agrees that Company and its Affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting Company or any of its Affiliates from pursuing any other rights and remedies available for any such breach or threatened breach. (h) Executive agrees that upon termination of his employment hereunder for any reason, Executive shall forthwith return to Company all documents and other property in his possession belonging to Company or any of its Affiliates. (i) Without limiting the generality of Section 10 hereof, Executive hereby expressly agrees that the foregoing provisions of this Section 6 shall be binding upon Executive’s heirs, successors and legal representatives.

Appears in 1 contract

Samples: Employment Agreement

Inventions and Confidential Information. Executive The Employee hereby covenants, agrees and acknowledges as follows: (a) The Company is engaged in a continuous program of research, design, development, production, marketing and servicing with respect to its business businesses and that as part of Executive’s the Employee's employment by Company, Executive the Company the Employee is (or may be) expected to make new contributions and inventions of value to the Company. (b) Executive’s The Employee's employment hereunder creates a relationship of confidence and trust between Executive the Employee and the Company with respect to certain information pertaining to the business of the Company and its Affiliates (as hereinafter defined) subsidiaries or pertaining to the business of any client or customer of the Company or its Affiliates subsidiaries which may be made known to Executive the Employee by the Company or any of its Affiliates subsidiaries or by any client or customer of the Company or any of its Affiliates subsidiaries or learned by Executive the Employee during the course period of his employmentemployment by the Company. (c) The Company possesses and will continue to possess information that has been created, discovered or developed by, or otherwise become known to it (including, without limitation, information created; discovered or developed by, discovered, developed or made known by Executive to, the Employee during the period of his employment or arising out of his employment with the Companyemployment) or in which property rights have been or may be assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged and is treated by the Company as confidential. (d) Any and all inventions, products, discoveries, improvements, processes, manufacturing, marketing and service methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code), know-how, strategies and data, whether or not patentable or registrable registerable under copyright or similar statutes, statutes made, developed or created by Executive the Employee (whether at the request or suggestion Suggestion of the Company, any of its Affiliatessubsidiaries, or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of his employment by the Company (collectively, hereinafter referred to as “Inventions”), which may pertain to the business, products, or processes of the Company or any of its Affiliatessubsidiaries (collectively, hereinafter referred to as "Inventions"), will be promptly and fully disclosed by Executive the Employee to an appropriate executive officer of the Company (other than Executivethin the Employee) and shall be the Company’s 's exclusive property, and Executive the Employee will promptly execute and/or deliver to an appropriate executive officer of the Company (other than Executivethe Employee) without any additional compensation therefor, all papers, drawings, models, data, documents and other material pertaining to or in any way relating to any Inventions inventions made, developed or created by him as aforesaid. For the purposes of this Agreement, the term “Affiliate” or “Affiliates” of Company shall mean any corporation or other entity which is controlled, directly or indirectly, by Company. As used in the preceding sentence, the word “control” shall mean, with respect to any entity, the power to vote or direct the voting of at least 50% of the voting equity interests in such entity. (e) Executive The Employee will keep confidential and will hold for the Company’s 's sole benefit any Invention which is to be the exclusive property of the Company under this Section 6 4 for which no patent, copyright, trademark or other right or protection is issued. (f) Executive The Employee also agrees that he will not not, without the prior written consent of an appropriate executive officer the Board of Directors of the Company (other than Executivei) use for his benefit or disclose at any time during his employment by the Company, or thereafter, except to the extent required by the performance by him of his duties as an executive employee of the Company, any confidential or proprietary information obtained or developed by him while in the employ of the Company with respect to any Inventions or with respect to any customers, clients, suppliers, products, employees, financial affairs, or methods of design, distribution, marketing, service, procurement or manufacture of the Company or any of its Affiliatessubsidiaries, or any confidential matter, except information which at the time is generally known to the public other than thin as a result of disclosure by him not permitted hereunderhereunder or the disclosure of which is required by law or by Court Order, or if such information is required (ii) take with him upon leaving the employ of the Company any document or paper relating to be disclosed under court order any of the foregoing or other applicable lawany physical property of the Company or any of its subsidiaries. (g) Executive The Employee acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 4 would be inadequate and, therefore, agrees that the Company and its Affiliates subsidiaries shall be entitled to seek injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting the Company or any of its Affiliates subsidiaries from pursuing any other rights and remedies available for any such breach or threatened breach. (h) Executive The Employee agrees that upon termination of his employment hereunder by the Company for any reason, Executive the Employee shall forthwith return to the Company all documents and other property in m his possession belonging to the Company or any of its Affiliatessubsidiaries. (i) Without limiting the generality of Section 10 4 hereof, Executive the Employee hereby expressly agrees that the foregoing provisions of this Section 6 4 shall be binding upon Executive’s the Employee's heirs, successors and legal representatives.

Appears in 1 contract

Samples: Covenant Not to Compete and Severance Agreement (MRC Group)

Inventions and Confidential Information. Executive The Employee hereby covenants, agrees and acknowledges as follows: (a) The Company is engaged in a continuous program of research, design, development, production, marketing and servicing with respect to its business businesses and that as part of Executivethe Employee’s employment by Company, Executive is (or the Company the Employee may be) expected to make new contributions and inventions of value to the Company. (b) ExecutiveThe Employee’s employment hereunder creates a relationship of confidence and trust between Executive the Employee and the Company with respect to certain confidential information pertaining to the business of the Company and its Affiliates (as hereinafter defined) or pertaining to the business of any client or customer of the Company or its Affiliates which may be made known to Executive the Employee by the Company or any of its Affiliates or by any client or customer of the Company or any of its Affiliates or learned by Executive the Employee during the course period of his employmentemployment by the Company. (c) The Company possesses and will continue to possess information that has been created, discovered or developed by, or otherwise become known to it (including, without limitation, information created, discovereddiscovered or developed by, developed or made known by Executive to, the Employee during the period of his employment or arising out of his employment with the Companyemployment) or in which property rights have been or may be assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged and is treated by the Company as confidential. (d) Any and all inventions, products, discoveries, improvements, processes, manufacturing, marketing and service methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code), know-how, strategies and data, whether or not patentable or registrable registerable under copyright or similar statutes, made, developed or created by Executive the Employee (whether at the request or suggestion of the Company, any of its Affiliates, or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of his employment by the Company which may pertain to the business, products, or processes of the Company or any of its Affiliates (collectively, hereinafter referred to as “Inventions”), which may pertain to the business, products, or processes of Company or any of its Affiliates, will be promptly and fully disclosed by Executive to an appropriate executive officer of Company (other than Executive) and shall be the Company’s exclusive property, and Executive the Employee will promptly execute and/or deliver to an appropriate executive officer of Company (other than Executive) the Company, upon request and without any additional compensation therefor, all papers, drawings, models, data, documents and other material pertaining to or in any way relating to any Inventions made, developed or created by him as aforesaid. For the purposes of this Agreement, the term “Affiliate” or “Affiliates” of Company shall mean any corporation or other entity (i) which owns the Company in whole or in part, or which controls the Company directly or indirectly, whether through common control or otherwise, (ii) which is owned by the Company in whole or in part, or which is controlled, directly or indirectly, by Company. As used in the preceding sentenceCompany or (iii) which is under the common control, the word “control” shall meandirectly or indirectly, with respect to any entity, the power to vote or direct the voting of at least 50% of the voting equity interests in such Company and any person or entity. (e) Executive will keep confidential and will hold for Company’s sole benefit any Invention which is to be the exclusive property of Company under this Section 6 for which no patent, copyright, trademark or other right or protection is issued. (f) Executive also agrees that he will not without the prior written consent of an appropriate executive officer of Company (other than Executive) use for his benefit or disclose at any time during his employment by Company, or thereafter, except to the extent required by the performance by him of his duties as an executive of Company, any information obtained or developed by him while in the employ of Company with respect to any Inventions or with respect to any customers, clients, suppliers, products, employees, financial affairs, or methods of design, distribution, marketing, service, procurement or manufacture of Company or any of its Affiliates, or any confidential matter, except information which at the time is generally known to the public other than as a result of disclosure by him not permitted hereunder, or if such information is required to be disclosed under court order or other applicable law. (g) Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 would be inadequate and, therefore, agrees that Company and its Affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting Company or any of its Affiliates from pursuing any other rights and remedies available for any such breach or threatened breach. (h) Executive agrees that upon termination of his employment hereunder for any reason, Executive shall forthwith return to Company all documents and other property in his possession belonging to Company or any of its Affiliates. (i) Without limiting the generality of Section 10 hereof, Executive hereby expressly agrees that the foregoing provisions of this Section 6 shall be binding upon Executive’s heirs, successors and legal representatives.

Appears in 1 contract

Samples: Employment Agreement (Tandem Health Care, Inc.)

Inventions and Confidential Information. Executive The parties hereby covenantscovenant, agrees agree and acknowledges acknowledge as follows: (a) The Company is engaged in a continuous program of research, design, development, production, marketing and servicing with respect to its business and that as part of Executive’s employment by Company, Executive is (or may be) expected to make new contributions and inventions of value to Companybusinesses. (b) Executive’s The Employee's employment hereunder creates a relationship of confidence and trust between Executive the Employee and the Company with respect to certain information pertaining to the business of the Company and its Affiliates (as hereinafter defined) or pertaining to the business of any client or customer of the Company or its Affiliates which may be made known to Executive the Employee by the Company or any of its Affiliates or by any client or customer of the Company or any of its Affiliates or learned by Executive the Employee during the course period of his employmentEmployee's employment by the Company. (c) The Company possesses and will continue to possess information that has been created, discovered or developed by, or otherwise become known to it (including, without limitation, information created, discovereddiscovered or developed by, developed or made known by Executive to, the Employee during the period of Employee's employment or arising out of his employment with the CompanyEmployee's employment) or in which property rights have been or may be assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged and is treated by the Company as confidential. (d) Any and all inventions, products, discoveries, improvements, processes, manufacturing, marketing and service services methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code), know-how, strategies and data, whether or not patentable or registrable under copyright or similar statutes, made, developed or created by Executive the Employee (whether at the request or suggestion of the Company, any of its Affiliates, or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of his Employee's employment by the Company (collectively, hereinafter referred to as “Inventions”), which may pertain to the business, products, or processes of the Company or any of its AffiliatesAffiliates (collectively hereinafter referred to as "Inventions"), will be promptly and fully disclosed by Executive the Employee to an appropriate executive officer of the Company (other than Executive) and shall be Company’s exclusive property, and Executive will promptly execute and/or deliver to an appropriate executive officer of Company (other than Executivethe Employee) without any additional compensation therefor, all papers, drawings, models, data, documents and other material pertaining to or in any way relating to any Inventions made, developed or created by him Employee as aforesaid. For the purposes of this Agreement, the term "Affiliate" or "Affiliates” of Company " shall mean any person, corporation or other entity which is controlleddirectly or indirectly controlling or controlled by or under direct or indirect common control with the Company. For the purposes of this definition, "control" when used with respect to any person, corporation or other entity means the power to direct the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting securities, by Company. As used in contract or otherwise; and the preceding sentence, the word “control” shall mean, with respect to any entity, the power to vote or direct the voting of at least 50% of the voting equity interests in such entity. (e) Executive will keep confidential terms "controlling" and will hold for Company’s sole benefit any Invention which is to be the exclusive property of Company under this Section 6 for which no patent, copyright, trademark or other right or protection is issued. (f) Executive also agrees that he will not without the prior written consent of an appropriate executive officer of Company (other than Executive) use for his benefit or disclose at any time during his employment by Company, or thereafter, except "controlled" have meanings correlative to the extent required by the performance by him of his duties as an executive of Company, any information obtained or developed by him while in the employ of Company with respect to any Inventions or with respect to any customers, clients, suppliers, products, employees, financial affairs, or methods of design, distribution, marketing, service, procurement or manufacture of Company or any of its Affiliates, or any confidential matter, except information which at the time is generally known to the public other than as a result of disclosure by him not permitted hereunder, or if such information is required to be disclosed under court order or other applicable lawforegoing. (g) Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 would be inadequate and, therefore, agrees that Company and its Affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting Company or any of its Affiliates from pursuing any other rights and remedies available for any such breach or threatened breach. (h) Executive agrees that upon termination of his employment hereunder for any reason, Executive shall forthwith return to Company all documents and other property in his possession belonging to Company or any of its Affiliates. (i) Without limiting the generality of Section 10 hereof, Executive hereby expressly agrees that the foregoing provisions of this Section 6 shall be binding upon Executive’s heirs, successors and legal representatives.

Appears in 1 contract

Samples: Employment Agreement (Front Porch Digital Inc)

Inventions and Confidential Information. Executive The Consultant hereby covenants, agrees and acknowledges as follows: (a) The Company is engaged in a continuous program of research, design, development, production, marketing and servicing with respect to its business and that as part of Executive’s employment by Company, Executive is (or may be) expected to make new contributions and inventions of value to Companybusinesses. (b) ExecutiveThe Consultant’s employment engagement hereunder creates a relationship of confidence and trust between Executive the Consultant and the Company with respect to certain information pertaining to the business of the Company and its Affiliates (as hereinafter defined) or pertaining to the business of any client or customer of the Company or its Affiliates which may be made known to Executive the Consultant by the Company or any of its Affiliates or by any client or customer of the Company or any of its Affiliates or learned by Executive the Consultant during the course period of his employmentConsultant’s engagement by the Company. (c) The Company possesses and will continue to possess information that has been created, discovered or developed by, or otherwise become known to it (including, without limitation, information created, discovereddiscovered or developed by, developed or made known by Executive to, the Consultant during the period of Consultant’s engagement or arising out of his employment with the CompanyConsultant’s engagement) or in which property rights have been or may be assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged and is treated by the Company as confidential. (d) Any and all inventions, products, discoveries, improvements, processes, manufacturing, marketing and service services methods or techniques, formulae, designs, styles, specifications, data basesdatabases, computer programs (whether in source code or object code), know-how, strategies and data, whether or not patentable or registrable under copyright or similar statutes, made, developed or created by Executive the Consultant (whether at the request or suggestion of the Company, any of its Affiliates, or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of his employment Consultant’s engagement by the Company which may pertain to the business, products or processes of the Company or any of its Affiliates (collectively, collectively hereinafter referred to as “Inventions”), which may pertain to the business, products, or processes of Company or any of its Affiliates, will be promptly and fully disclosed by Executive the Consultant to an appropriate executive officer of the Company (other than ExecutiveConsultant) and shall be Company’s exclusive property, and Executive will promptly execute and/or deliver to an appropriate executive officer become property of the Company (other than Executive) without any additional compensation therefor, therefor along with all papers, drawings, models, data, documents and other material pertaining to or in any way relating to any Inventions made, developed or created by him Consultant as aforesaid. For the purposes of this Agreement, the term “Affiliate” or “Affiliates” of Company shall mean any person, corporation or other entity which is controlleddirectly or indirectly controlling or controlled by or under direct or indirect common control with the Company. For the purposes of this definition, “control” when used with respect to any person, corporation or other entity means the power to direct the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting securities, by Company. As used in contract or otherwise; and the preceding sentence, the word terms controlcontrollingshall mean, with respect to any entity, the power to vote or direct the voting of at least 50% of the voting equity interests in such entity. (e) Executive will keep confidential and will hold for Company’s sole benefit any Invention which is to be the exclusive property of Company under this Section 6 for which no patent, copyright, trademark or other right or protection is issued. (f) Executive also agrees that he will not without the prior written consent of an appropriate executive officer of Company (other than Executive) use for his benefit or disclose at any time during his employment by Company, or thereafter, except “controlled” have meanings correlative to the extent required by the performance by him of his duties as an executive of Company, any information obtained or developed by him while in the employ of Company with respect to any Inventions or with respect to any customers, clients, suppliers, products, employees, financial affairs, or methods of design, distribution, marketing, service, procurement or manufacture of Company or any of its Affiliates, or any confidential matter, except information which at the time is generally known to the public other than as a result of disclosure by him not permitted hereunder, or if such information is required to be disclosed under court order or other applicable lawforegoing. (g) Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 would be inadequate and, therefore, agrees that Company and its Affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting Company or any of its Affiliates from pursuing any other rights and remedies available for any such breach or threatened breach. (h) Executive agrees that upon termination of his employment hereunder for any reason, Executive shall forthwith return to Company all documents and other property in his possession belonging to Company or any of its Affiliates. (i) Without limiting the generality of Section 10 hereof, Executive hereby expressly agrees that the foregoing provisions of this Section 6 shall be binding upon Executive’s heirs, successors and legal representatives.

Appears in 1 contract

Samples: Consulting Agreement (CalEthos, Inc.)

Inventions and Confidential Information. Executive hereby covenants, agrees and acknowledges as follows: (a) Company is engaged in a continuous program of research, design, development, production, marketing and servicing with respect to its business and that as part of Executive’s 's employment by Company, Executive is (or may be) expected to make new contributions and inventions of value to Company. (b) Executive’s 's employment hereunder creates a relationship of confidence and trust between Executive and Company with respect to certain information pertaining to the business of Company and its Affiliates (as hereinafter defined) or pertaining to the business of any client or customer of Company or its Affiliates which may be made known to Executive by Company or any of its Affiliates or by any client or customer of Company or any of its Affiliates or learned by Executive during the course period of his employment. (c) Company possesses and will continue to possess information that has been created, discovered or developed by, or otherwise become known to it (including, without limitation, information created, discovered, developed or made known by Executive during the period of or arising out of his employment with the Companyhereunder) or in which property rights have been or may be assigned or otherwise conveyed to Company, which information has commercial value in the business in which Company is engaged and is treated by Company as confidential. (d) Any and all inventions, products, discoveries, improvements, processes, manufacturing, marketing and service methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code), know-how, strategies and data, whether or not patentable or registrable under copyright or similar statutes, made, developed or created by Executive (whether at the request or suggestion of Company, any of its Affiliates, or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of his employment by Company (collectively, hereinafter referred to as "Inventions"), which may pertain to the business, products, or processes of Company or any of its Affiliates, will be promptly and fully disclosed by Executive to an appropriate executive officer of Company (other than Executive) and shall be Company’s 's exclusive property, and Executive will promptly execute and/or deliver to an appropriate executive officer of Company (other than Executive) without any additional compensation therefor, all papers, drawings, models, data, documents and other material pertaining to or in any way relating to any Inventions made, developed or created by him as aforesaid. For the purposes of this Agreement, the term "Affiliate" or "Affiliates" of Company shall mean any corporation or other entity which is controlled, directly or indirectly, by Company. As used in the preceding sentence, the word "control" shall mean, with respect to any entity, the power to vote or direct the voting of at least more than 50% of the voting equity interests in such entity. (e) Executive will keep confidential and will hold for Company’s sole benefit any Invention which is to be the exclusive property of Company under this Section 6 for which no patent, copyright, trademark or other right or protection is issued. (f) Executive also agrees that he will not without the prior written consent of an appropriate executive officer of Company (other than Executive) use for his benefit or disclose at any time during his employment by Company, or thereafter, except to the extent required by the performance by him of his duties as an executive of Company, any information obtained or developed by him while in the employ of Company with respect to any Inventions or with respect to any customers, clients, suppliers, products, employees, financial affairs, or methods of design, distribution, marketing, service, procurement or manufacture of Company or any of its Affiliates, or any confidential matter, except information which at the time is generally known to the public other than as a result of disclosure by him not permitted hereunder, or if such information is required to be disclosed under court order or other applicable law. (g) Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 would be inadequate and, therefore, agrees that Company and its Affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting Company or any of its Affiliates from pursuing any other rights and remedies available for any such breach or threatened breach. (h) Executive agrees that upon termination of his employment hereunder for any reason, Executive shall forthwith return to Company all documents and other property in his possession belonging to Company or any of its Affiliates. (i) Without limiting the generality of Section 10 hereof, Executive hereby expressly agrees that the foregoing provisions of this Section 6 shall be binding upon Executive’s heirs, successors and legal representatives.

Appears in 1 contract

Samples: Employment Agreement (Lincare Holdings Inc)

Inventions and Confidential Information. Executive The Employee hereby covenants, agrees and acknowledges as follows: (a) The Company is engaged in a continuous program of research, design, development, production, marketing and servicing with respect to its business and that as part of Executive’s the Employee's employment by Company, Executive the Company the Employee is (or may be) expected to make new contributions and inventions of value to the Company. (b) Executive’s The Employee's employment hereunder creates a relationship of confidence and trust between Executive the Employee and the Company with respect to certain information pertaining to the business of the Company and its Affiliates (as hereinafter defined) or pertaining to the business of any client or customer of the Company or its Affiliates which may be made known to Executive the Employee by the Company or any of its Affiliates or by any client or customer of the Company or any of its Affiliates or learned by Executive the Employee during the course period of his employment. (c) The Company possesses and will continue to possess information that has been created, discovered or developed by, or otherwise become known to it (including, without limitation, information created, discovered, developed or made known by Executive the Employee during the period of or arising out of his employment with the Companyhereunder) or in which property rights have been or may be assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged and is treated by the Company as confidential. (d) Any and all inventions, products, discoveries, improvements, processes, manufacturing, marketing and service methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code), know-how, strategies and data, whether or not patentable or registrable under copyright or similar statutes, made, developed or created by Executive the Employee (whether at the request or suggestion of the Company, any of its Affiliates, or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of his employment by the Company (collectively, hereinafter referred to as "Inventions"), which may pertain to the business, products, or processes of the Company or any of its Affiliates, will be promptly and fully disclosed by Executive the Employee to an appropriate executive officer of the Company (other than Executivethe Employee) and shall be the Company’s 's exclusive property, and Executive the Employee will promptly execute and/or deliver to an appropriate execute and/or deliver to an appropriate executive officer of the Company (other than Executive) without any additional compensation therefor, all papers, drawings, models, data, documents and other material pertaining to or in any way relating to any Inventions made, developed or created by him as aforesaid. For the purposes of this Agreement, the term “Affiliate” or “Affiliates” of Company shall mean any corporation or other entity which is controlled, directly or indirectly, by Company. As used in the preceding sentence, the word “control” shall mean, with respect to any entity, the power to vote or direct the voting of at least 50% of the voting equity interests in such entity. (e) Executive will keep confidential and will hold for Company’s sole benefit any Invention which is to be the exclusive property of Company under this Section 6 for which no patent, copyright, trademark or other right or protection is issued. (f) Executive also agrees that he will not without the prior written consent of an appropriate executive officer of Company (other than Executive) use for his benefit or disclose at any time during his employment by Company, or thereafter, except to the extent required by the performance by him of his duties as an executive of Company, any information obtained or developed by him while in the employ of Company with respect to any Inventions or with respect to any customers, clients, suppliers, products, employees, financial affairs, or methods of design, distribution, marketing, service, procurement or manufacture of Company or any of its Affiliates, or any confidential matter, except information which at the time is generally known to the public other than as a result of disclosure by him not permitted hereunder, or if such information is required to be disclosed under court order or other applicable law. (g) Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 would be inadequate and, therefore, agrees that Company and its Affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting Company or any of its Affiliates from pursuing any other rights and remedies available for any such breach or threatened breach. (h) Executive agrees that upon termination of his employment hereunder for any reason, Executive shall forthwith return to Company all documents and other property in his possession belonging to Company or any of its Affiliates. (i) Without limiting the generality of Section 10 hereof, Executive hereby expressly agrees that the foregoing provisions of this Section 6 shall be binding upon Executive’s heirs, successors and legal representatives.the

Appears in 1 contract

Samples: Employment Agreement (Lincare Holdings Inc)

Inventions and Confidential Information. Executive The Employee hereby covenants, agrees and acknowledges as follows: (a) The Company is engaged in a continuous program of research, design, development, production, marketing and servicing with respect to its business businesses and that as part of Executive’s the Employee's employment by Company, Executive the Company the Employee is (or may be) expected to make new contributions and inventions of value to the Company. (b) Executive’s The Employee's employment hereunder creates a relationship of confidence and trust between Executive the Employee and the Company with respect to certain information pertaining to the business of the Company and its Affiliates (as hereinafter defined) or pertaining to the business of any client or customer of the Company or its Affiliates which may be made known to Executive the Employee by the Company or any of its Affiliates or by any client or customer of the Company or any of its Affiliates or learned by Executive the Employee during the course period of his employmentemployment by the Company. (c) The Company possesses and will continue to possess information that has been created, discovered or developed by, or otherwise become known to it (including, without limitation, information created, discovereddiscovered or developed by, developed or made known by Executive to, the Employee during the period of his employment or arising out of his employment with the Companyemployment) or in which property rights have been or may be assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged and is treated by the Company as confidential. (d) Any and all inventions, products, discoveries, improvements, processes, manufacturing, marketing and service methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code), know-how, strategies and data, whether or not patentable or registrable under copyright or similar statutes, made, developed or created by Executive the Employee (whether at the request or suggestion of the Company, any of its Affiliates, or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of his employment by the Company (collectively, hereinafter referred to as “Inventions”), which may pertain to the business, products, or processes of the Company or any of its AffiliatesAffiliates (collectively, hereinafter referred to as "Inventions"), will be promptly and fully disclosed by Executive the Employee to an appropriate executive officer of the Company (other than Executivethe Employee) and shall be the Company’s 's exclusive property, and Executive the Employee will promptly execute and/or deliver to an appropriate executive officer of the Company (other than Executivethe Employee) without any additional compensation therefor, all papers, drawings, models, data, documents and other material pertaining to or in any way relating to any Inventions made, developed or created by him as aforesaid. For the purposes of this Agreement, the term "Affiliate" or "Affiliates” of Company " shall mean any corporation or other entity (i) which owns the Company in whole or in part, or which controls the Company directly or indirectly, whether through common control or otherwise, (ii) which is owned by the Company in whole or in part, or which is controlled, directly or indirectly, by Company. As used in the preceding sentenceCompany or (iii) which is under the common control, the word “control” shall meandirectly or indirectly, with respect to any entity, the power to vote or direct the voting of at least 50% of the voting equity interests in such entity. (e) Executive will keep confidential and will hold for Company’s sole benefit any Invention which is to be the exclusive property of Company under this Section 6 for which no patent, copyright, trademark or other right or protection is issued. (f) Executive also agrees that he will not without the prior written consent of an appropriate executive officer of Company (other than Executive) use for his benefit or disclose at any time during his employment by Company, or thereafter, except to the extent required by the performance by him of his duties as an executive of Company, any information obtained or developed by him while in the employ of Company with respect to any Inventions or with respect to any customers, clients, suppliers, products, employees, financial affairs, or methods of design, distribution, marketing, service, procurement or manufacture of Company or any of its Affiliates, or any confidential matter, except information which at the time is generally known to the public other than as a result of disclosure by him not permitted hereunder, or if such information is required to be disclosed under court order or other applicable law. (g) Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 would be inadequate and, therefore, agrees that Company and its Affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in case of any such breach person or threatened breachentity; provided, however, that nothing contained herein shall be construed as prohibiting Company notwithstanding anything to the contrary expressed or any of its Affiliates from pursuing any other rights and remedies available for any such breach or threatened breach. (h) Executive agrees that upon termination of his employment hereunder for any reason, Executive shall forthwith return to Company all documents and other property implied in his possession belonging to Company or any of its Affiliates. clauses (i) Without limiting through (iii) above, the generality term "Affiliate" shall not include Welsh, Carson, Axxxxxxx & Sxxxx VI, L.P. ("WCAS VI") or any corporation or other entity which would be deemed to be an Affiliate pursuant to clause (i), (ii) or (iii) above solely because such corporation or other entity is an affiliate of Section 10 hereof, Executive hereby expressly agrees that the foregoing provisions of this Section 6 shall be binding upon Executive’s heirs, successors and legal representativesWCAS VI.

Appears in 1 contract

Samples: Employment Agreement (Housecall Medical Resources Inc)

Inventions and Confidential Information. The Executive hereby covenants, agrees and acknowledges as follows: (a) The Company is engaged in a continuous program of research, design, development, production, marketing and servicing with respect to its business businesses and that as part of the Executive’s 's employment by Company, the Company the Executive is (or may be) expected to make new contributions and inventions of value to the Company. (b) The Executive’s 's employment hereunder creates a relationship of confidence and trust between the Executive and the Company with respect to certain information pertaining to the business of the Company and its Affiliates (as hereinafter defined) subsidiaries or pertaining to the business of any client or customer of the Company or its Affiliates subsidiaries which may be made known to the Executive by the Company or any of its Affiliates subsidiaries or by any client or customer of the Company or any of its Affiliates subsidiaries or learned by the Executive during the course period of his employmentemployment by the Company. (c) The Company possesses and will continue to possess information that has been created, discovered or developed by, or otherwise become known to it (including, without limitation, information created, discovereddiscovered or developed by, developed or made known by to, the Executive during the period of his employment or arising out of his employment with the Companyemployment) or in which property rights have been or may be assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged and is treated by the Company as confidential. (d) Any and all inventions, products, discoveries, improvements, processes, manufacturing, marketing and service methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code), know-how, strategies and data, whether or not patentable or registrable registerable under copyright or similar statutes, statutes made, developed or created by the Executive (whether at the request or suggestion of the Company, any of its Affiliatessubsidiaries, or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of his employment by the Company (collectively, hereinafter referred to as “Inventions”), which may pertain to the business, products, or processes of the Company or any of its Affiliatessubsidiaries (collectively, hereinafter referred to as "Inventions"), will be promptly and fully disclosed by the Executive to an appropriate executive officer of the Company (other than the Executive) and shall be the Company’s 's exclusive property, and the Executive will promptly execute and/or deliver to an appropriate executive officer of the Company (other than the Executive) without any additional compensation therefor, all papers, drawings, models, data, documents and other material pertaining to or in any way relating to any Inventions inventions made, developed or created by him as aforesaid. For the purposes of this Agreement, the term “Affiliate” or “Affiliates” of Company shall mean any corporation or other entity which is controlled, directly or indirectly, by Company. As used in the preceding sentence, the word “control” shall mean, with respect to any entity, the power to vote or direct the voting of at least 50% of the voting equity interests in such entity. (e) The Executive will keep confidential and will hold for the Company’s 's sole benefit any Invention which is to be the exclusive property of the Company under this Section 6 4 for which no patent, copyright, trademark or other right or protection is issued. (f) The Executive also agrees that he will not not; without the prior written consent of an appropriate executive officer the Board of Directors of the Company (other than Executivei) use for his benefit or disclose at any time during his employment by the Company, or thereafter, except to the extent required by the performance by him of his duties as an executive employee of the Company, any confidential or proprietary information obtained or developed by him while in the employ of the Company with respect to any Inventions or with respect to any customers, clients, suppliers, products, employees, financial affairs, or methods of design, distribution, marketing, service, procurement or manufacture of the Company or any of its Affiliatessubsidiaries, or any confidential matter, except information which at the time is generally known to the public other than as a result of disclosure by him not permitted hereunderhereunder or the disclosure of which is required by law or by Court Order, or if such information is required (ii) take with him upon leaving the employ of the Company any document or paper relating to be disclosed under court order any of the foregoing or other applicable lawany physical property of the Company or any of its subsidiaries. (g) The Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 4 would be inadequate and, therefore, agrees that the Company and its Affiliates subsidiaries shall be entitled to seek injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting the Company or any of its Affiliates subsidiaries from pursuing any other rights and remedies available for any such breach or threatened breach. (h) The Executive agrees that upon termination of his employment hereunder by the Company for any reason, the Executive shall forthwith return to the Company all documents and other property in his possession belonging to the Company or any of its Affiliatessubsidiaries. (i) Without limiting the generality of Section 10 4 hereof, the Executive hereby expressly agrees that the foregoing provisions of this Section 6 4 shall be binding upon the Executive’s 's heirs, successors and legal representatives.

Appears in 1 contract

Samples: Covenant Not to Compete and Severance Agreement (MRC Group)

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