Common use of Inventions, etc Clause in Contracts

Inventions, etc. Confidentiality (a) Any and all ideas, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the like, which are developed, conceived, created, discovered, learned, produced and/or otherwise generated by Consultant, whether individually or otherwise, during the time that Consultant is retained by the Company, whether or not during working hours, that relate to (i) the business and/or activities of the Company, (ii) the Company's anticipated research or development, or (iii) any work performed by Consultant for the Company, shall be the sole and exclusive property of the Company, and the Company shall own any and all right, title and interest to such property. The Consultant assigns and agrees to assign to the Company any and all right, title and interest in and to any such ideas, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the like, whenever requested to do so by the Company, at the Company's expense, and the Consultant agrees to execute any and all applications, assignments or other instruments which the Company deems desirable or necessary to protect such interests. (b) Section 5(a) shall not apply to any invention for which no equipment, supplies, facilities, or confidential and trade secret information of the Company was used and which was developed entirely on the Consultant's own time, unless (i) the invention relates (A) to the Company's business or (B) to the Company's actual or demonstrably anticipated research or development or (ii) the invention results from any work performed by the Consultant for the Company. (c) Consultant acknowledges that Consultant's work for the Company is expected to bring him or her into close contact with various confidential business data of the Company and its clients not readily available to the public. Accordingly, Consultant: (i) covenants and agrees that (A) during the Consulting Term, except pursuant to appropriate safeguards on confidentiality and only in connection with the business of the Company, and (B) after the Consulting Term, on any basis for any reason, Consultant shall not use or disclose to anyone except authorized personnel of the Company, whether or not for his benefit or otherwise, any confidential matters (collectively, "Confidential Matters"), concerning the Company or its suppliers, consultants, agents or clients, whether former, current or potential (collectively, the "Clients"), including without limitation, all confidential technical information of the Company, secrets, trade secrets, formulas, proprietary software, copyrights, Client lists, lists of Consultants, confidential evaluations, mailing lists, details of consultant contracts, pricing policies, sales data and reports, margins, operational methods and processes, marketing plans or strategies, business acquisition plans, new personnel acquisition plans, financial information and other confidential business affairs, learned by Consultant concerning the Company, its Clients, or a third party, including without limitation, any subsidiaries, partners, affiliates, shareholders, Consultants, lenders, suppliers, consultants, agents or joint venture partners of the Company (collectively, "Affiliates"); and (ii) covenants and agrees that (A) all confidential memoranda, notes, sketches, lists (including, without limitation, mailing and customer lists), records, other confidential documents and computer diskettes (and all copies thereof) made or compiled by Consultant or made available to her concerning the Company, its Clients and any Affiliates are the sole property of the Company, and (B) if such documents are in the possession or control of Consultant, Consultant shall deliver them, without retaining any copies thereof, to the Company promptly at the end of the Consulting Term, or at any other time upon request by the Company.

Inventions, etc. Confidentiality. (a) Any and all ideas, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the like, which are developed, conceived, created, discovered, learned, produced and/or otherwise generated by ConsultantEmployee, whether individually or otherwise, during the time that Consultant Employee is retained employed by the Company, whether or not during working hours, that relate to (i) the business and/or activities of the Company, (ii) the Company's anticipated research or development, or (iii) any work performed by Consultant Employee for the Company, shall be the sole and exclusive property of the Company, and the Company shall own any and all right, title and interest to such property. The Consultant Employee assigns and agrees to assign to the Company any and all right, title and interest in and to any such ideas, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the like, whenever requested to do so by the Company, at the Company's expense, and the Consultant Employee agrees to execute any and all applications, assignments or other instruments which the Company deems desirable or necessary to protect such interests. (b) Section 5(a8(a) shall not apply to any invention for which no equipment, supplies, facilities, or confidential and trade secret information of the Company was used and which was developed entirely on the ConsultantEmployee's own time, unless (i) the invention relates (A) to the Company's business or (B) to the Company's actual or demonstrably anticipated research or development or (ii) the invention results from any work performed by the Consultant Employee for the Company. (c) Consultant Employee acknowledges that ConsultantEmployee's work for the Company is expected to bring him or her into close contact with various confidential business data of the Company and its clients not readily available to the public. Accordingly, ConsultantEmployee: (i) covenants and agrees that (A) during the Consulting TermEmployment Period, except pursuant to appropriate safeguards on confidentiality and only in connection with the business of the Company, Company and (B) after the Consulting TermEmployment Period, on any basis for any reason, Consultant Employee shall not use or disclose to anyone except authorized personnel of the Company, whether or not for his or her benefit or otherwise, any confidential matters (collectively, "Confidential Matters"), concerning the Company or its suppliers, consultants, agents or clients, whether former, current or potential (collectively, the "Clients"), including without limitation, all confidential technical information of the Company, secrets, trade secrets, formulas, proprietary software, copyrights, Client lists, lists of Consultantsemployees, confidential evaluations, mailing lists, details of consultant contracts, pricing policies, sales data and reports, margins, operational methods and processes, marketing plans or strategies, business acquisition plans, new personnel acquisition plans, financial information and other confidential business affairs, learned by Consultant Employee concerning the Company, its Clients, or a third party, including without limitation, any subsidiaries, partners, affiliates, shareholders, Consultantsemployees, lenders, suppliers, consultants, agents or joint venture partners of the Company (collectively, "Affiliates"); and (ii) covenants and agrees that (A) all confidential memoranda, notes, sketches, lists (including, without limitation, mailing and customer lists), records, other confidential documents and computer diskettes (and all copies thereof) made or compiled by Consultant Employee or made available to him or her concerning the Company, its Clients and any Affiliates are the sole property of the Company, and (B) if such documents are in the possession or control of ConsultantEmployee, Consultant Employee shall deliver them, without retaining any copies thereof, to the Company promptly at the end time of the Consulting Term, Employee's termination of employment or at any other time upon request by the Company.

Inventions, etc. Confidentiality (a) Any and all ideas, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the like, which are developed, conceived, created, discovered, learned, produced and/or otherwise generated by ConsultantExecutive, whether individually or otherwise, during the time that Consultant Executive is retained employed by the Company, whether or not during working hours, that relate to (i) the business and/or activities of the Company, (ii) the Company's anticipated research or development, development or (iii) any work performed by Consultant Executive for the Company, shall be the sole and exclusive property of the Company, and the Company shall own any and all right, title and interest to such property. The Consultant Executive assigns and agrees to assign to the Company any and all right, title and interest in and to any such ideas, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the like, whenever requested to do so by the Company, at the Company's expense, and the Consultant Executive agrees to execute any and all applications, assignments or other instruments which the Company deems desirable or necessary to protect such interests. (b) Section 5(a8(a) shall not apply to any invention for which no equipment, supplies, facilities, or confidential and trade secret information of the Company was used and which was developed entirely on the ConsultantExecutive's own time, unless (i) the invention relates (A) to the Company's business or (B) to the Company's actual or demonstrably anticipated research or development or (ii) the invention results from any work performed by the Consultant Executive for the Company. (c) Consultant Executive acknowledges that ConsultantExecutive's work for the Company is expected to bring him or her into close contact with various confidential business data of the Company and its clients not readily available to the public. Accordingly, ConsultantExecutive: (i) covenants and agrees that (A) during the Consulting TermEmployment Period, except pursuant to appropriate safeguards on confidentiality and only in connection with the business of the Company, and (B) after the Consulting TermEmployment Period, on any basis for any reason, Consultant Executive shall not use or disclose to anyone except authorized personnel of the Company, whether or not for his her benefit or otherwise, any confidential matters (collectively, "Confidential Matters"), concerning the Company or its suppliers, consultants, agents or clients, whether former, current or potential (collectively, the "Clients"), including without limitation, all confidential technical information of the Company, secrets, trade secrets, formulas, proprietary software, copyrights, Client lists, lists of Consultantsemployees, confidential evaluations, mailing lists, details of consultant contracts, pricing policies, sales data and reports, margins, operational methods and processes, marketing plans or strategies, business acquisition plans, new personnel acquisition plans, financial information and other confidential business affairs, learned by Consultant Executive concerning the Company, its Clients, or a third party, including without limitation, any subsidiaries, partners, affiliates, shareholders, Consultants, lenders, suppliers, consultants, agents or joint venture partners of the Company (collectively, "Affiliates"); and (ii) covenants and agrees that (A) all confidential memoranda, notes, sketches, lists (including, without limitation, mailing and customer lists), records, other confidential documents and computer diskettes (and all copies thereof) made or compiled by Consultant or made available to her concerning the Company, its Clients and any Affiliates are the sole property of the Company, and (B) if such documents are in the possession or control of Consultant, Consultant shall deliver them, without retaining any copies thereof, to the Company promptly at the end of the Consulting Term, or at any other time upon request by the Company.any

Inventions, etc. Confidentiality (a) Any The Executive will make full and prompt disclosure to the Company of all ideasinventions, inventionsimprovements, discoveries, patentsdevelopments, patent applicationsprocesses, continuation-in-part patent applicationssoftware, divisional patent applications, technology, copyrights, derivative mask works, trademarksand works of authorship, service markswhether patentable or copyrightable or not, improvementsthat are created, trade secrets and the like, which are developedmade, conceived, created, discovered, learned, produced and/or otherwise generated or reduced to practice by Consultant, whether individually the Executive or otherwise, under his direction or by him jointly with others before or during his employment hereunder or during the one-year period following the termination of his employment hereunder, excluding only such of these things as both (i) do not relate in any way to any business in which the Company is now engaged, or in which it or any of its subsidiaries may engage at any time that Consultant is retained during the period of the Executive's employment hereunder, or in which before the termination of the Executive's employment hereunder, the Board of Directors of the Company or any of its subsidiaries may formally resolve to engage, and (ii) the Executive demonstrates by clear and convincing evidence were done completely outside normal working hours, off the Company's premises, and not using the Company's tools, devices, equipment, property, or Confidential Information (collectively, subject to such exclusions, all of the foregoing, "Inventions"). ---------- The Executive agrees to assign, and hereby does assign, to the Company without further consideration, all of his rights, titles, and interests in and to all Inventions and all related intellectual property rights. If requested by the Company, whether the Executive will assist it to apply for and obtain any patents or not during working hours, that relate copyright registrations relating to (i) the business and/or activities of the Company, (ii) the Company's anticipated research or development, or (iii) any work performed by Consultant for the Company, shall be the sole and exclusive property of the CompanyInventions, and the Company shall own any will execute and all right, title and interest to such property. The Consultant assigns and agrees to assign deliver to the Company any all related applications and other documents, all right, title and interest in and to any such ideas, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the like, whenever requested to do so by the Company, at the Company's expense, . The Executive hereby appoints the Company (with power of substitution) as his agent and the Consultant agrees attorney-in-fact to execute and deliver or file any such document in his name and all applications, assignments or other instruments which the Company deems desirable or necessary to protect such interests. (b) Section 5(a) shall not apply to any invention for which no equipment, supplies, facilities, or confidential on his behalf. This power of attorney is irrevocable and trade secret information of the Company was used and which was developed entirely coupled with an interest on the Consultant's own time, unless (i) the invention relates (A) to the Company's business or (B) to the Company's actual or demonstrably anticipated research or development or (ii) the invention results from any work performed by the Consultant for part of the Company. (c) Consultant acknowledges that Consultant's work for the Company is expected to bring him or her into close contact with various confidential business data of the Company and its clients not readily available to the public. Accordingly, Consultant: (i) covenants and agrees that (A) during the Consulting Term, except pursuant to appropriate safeguards on confidentiality and only in connection with the business of the Company, and (B) after the Consulting Term, on any basis for any reason, Consultant shall not use or disclose to anyone except authorized personnel of the Company, whether or not for his benefit or otherwise, any confidential matters (collectively, "Confidential Matters"), concerning the Company or its suppliers, consultants, agents or clients, whether former, current or potential (collectively, the "Clients"), including without limitation, all confidential technical information of the Company, secrets, trade secrets, formulas, proprietary software, copyrights, Client lists, lists of Consultants, confidential evaluations, mailing lists, details of consultant contracts, pricing policies, sales data and reports, margins, operational methods and processes, marketing plans or strategies, business acquisition plans, new personnel acquisition plans, financial information and other confidential business affairs, learned by Consultant concerning the Company, its Clients, or a third party, including without limitation, any subsidiaries, partners, affiliates, shareholders, Consultants, lenders, suppliers, consultants, agents or joint venture partners of the Company (collectively, "Affiliates"); and (ii) covenants and agrees that (A) all confidential memoranda, notes, sketches, lists (including, without limitation, mailing and customer lists), records, other confidential documents and computer diskettes (and all copies thereof) made or compiled by Consultant or made available to her concerning the Company, its Clients and any Affiliates are the sole property of the Company, and (B) if such documents are in the possession or control of Consultant, Consultant shall deliver them, without retaining any copies thereof, to the Company promptly at the end of the Consulting Term, or at any other time upon request by the Company.

Inventions, etc. Confidentiality (a) Any and all ideas, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the likelike ("Invention"), which are developed, conceived, created, discovered, learned, produced and/or otherwise generated by ConsultantMurphy, whether individually or otherwise, during the time that Consultant is retained by Consulting Xxxxxx or the CompanyEmployment Period, whether or not during working hours, that relate to (i) the business and/or activities of the Company, (ii) the Company's anticipated research or development, or (iii) any work performed by Consultant Murphy for the Company, shall be the sole and exclusive property of the ox xxx Company, and the Company shall own any and all right, title and interest to such property. The Consultant Murphy assigns and agrees to assign to the Company any and all rightxxxxt, title and interest in and to any such ideas, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the likeInventions, whenever requested to do so by the Company, at the Company's expense, and the Consultant Murphy agrees to execute any and all applications, assignments or other instruments oxxxx xnstruments which the Company deems desirable or necessary to protect such interests. (b) Section 5(a8(a) shall not apply to any invention Invention (1) for which no equipment, supplies, facilities, or confidential and trade secret information of the Company was used and which was developed entirely on the ConsultantMurphy's own time, unless (i) the invention Invention relates (A) to the Companythx Xxxxxny's business or (B) to the Company's actual or demonstrably anticipated research or development or (ii) the invention Invention results from any work performed by the Consultant Murphy for the Company., or (2) that has resulted or results from thx xxxxific business set forth on Exhibit C. (c) Consultant Murphy acknowledges that ConsultantMurphy's work for the Company is expected to bring xx xxing him or her into close xxxxx contact with various confidential business data of the Company and its clients not readily available to the public. Accordingly, ConsultantMurphy: (i) covenants and agrees that (A) during dxxxxx the Consulting TermEmployment Period, except pursuant to appropriate safeguards on confidentiality and only in connection with the business of the Company, and (B) after the Consulting TermEmployment Period, on any basis for any reason, Consultant Murphy shall not use or disclose to anyone except authorized personnel persoxxxx of the Company, whether or not for his or her benefit or otherwise, any confidential matters (collectively, "Confidential Matters"), concerning the Company or its suppliers, consultants, agents or clients, whether former, current or potential (collectively, the "Clients"), including without limitation, all confidential technical information of the Company, secrets, trade secrets, formulas, proprietary software, copyrights, Client lists, lists of Consultantsemployees, confidential evaluations, mailing lists, details of consultant contracts, pricing policies, sales data and reports, margins, operational methods and processes, marketing plans or strategies, business acquisition plans, new personnel acquisition plans, financial information and other confidential business affairs, learned by Consultant Murphy concerning the Company, its Clients, or a third party, including xxxxxding without limitation, any subsidiaries, partners, affiliates, shareholders, Consultantsemployees, lenders, suppliers, consultants, agents or joint venture partners of the Company (collectively, "Affiliates"); and (ii) covenants and agrees that (A) all confidential memoranda, notes, sketches, lists (including, without limitation, mailing and customer lists), records, other confidential documents and computer diskettes (and all copies thereof) made or compiled by Consultant Murphy or made available to him or her concerning the Company, its Clients Cxxxxxx and any Affiliates are the sole property of the Company, and (B) if such documents are in the possession or control of ConsultantMurphy, Consultant Murphy shall deliver them, without retaining any copies thereofthexxxx, to the Company xx xxx Xxmpany promptly at the end time of the Consulting Term, Murphy's termination of employment or at any other time upon request by the requxxx xx xhe Company.

Inventions, etc. Confidentiality (a) Any and all ideas, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the likelike ("Invention"), which are developed, conceived, created, discovered, learned, produced and/or otherwise generated by Consultant, whether individually or otherwise, during the time that Consultant is retained by the CompanyConsulting Term, whether or not during working hours, that relate to (i) the business and/or activities of the Company, (ii) the Company's anticipated research or development, or (iii) any work performed by Consultant for the Company, shall be the sole and exclusive property of the Company, and the Company shall own any and all right, title and interest to such property. The Consultant assigns and agrees to assign to the Company any and all right, title and interest in and to any such ideas, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the likeInventions, whenever requested to do so by the Company, at the Company's expense, and the Consultant agrees to execute any and all applications, assignments or other instruments which the Company deems desirable or necessary to protect such interests. (b) Section 5(a) shall not apply to any invention Invention for which no equipment, supplies, facilities, or confidential and trade secret information of the Company was used and which was developed entirely on the Consultant's own time, unless (i) the invention Invention relates (A) to the Company's business or (B) to the Company's actual or demonstrably anticipated research or development or (ii) the invention Invention results from any work performed by the Consultant for the Company. (c) Consultant acknowledges that Consultant's work for the Company is expected to bring him or her into close contact with various confidential business data of the Company and its clients not readily available to the public. Accordingly, Consultant: (i) covenants and agrees that (A) during the Consulting Term, except pursuant to appropriate safeguards on confidentiality and only in connection with the business of the Company, and (B) after the Consulting Term, on any basis for any reason, Consultant shall not use or disclose to anyone except authorized personnel of the Company, whether or not for his or her benefit or otherwise, any confidential matters (collectively, "Confidential Matters"), concerning the Company or its suppliers, consultants, agents or clients, whether former, current or potential (collectively, the "Clients"), including without limitation, all confidential technical information of the Company, secrets, trade secrets, formulas, proprietary software, copyrights, Client lists, lists of Consultants, confidential evaluations, mailing lists, details of consultant contracts, pricing policies, sales data and reports, margins, operational methods and processes, marketing plans or strategies, business acquisition plans, new personnel acquisition plans, financial information and other confidential business affairs, learned by Consultant concerning the Company, its Clients, or a third party, including without limitation, any subsidiaries, partners, affiliates, shareholders, Consultantsconsultants, lenders, suppliers, consultantsemployees, agents or joint venture partners of the Company (collectively, "Affiliates"); and (ii) covenants and agrees that (A) all confidential memoranda, notes, sketches, lists (including, without limitation, mailing and customer lists), records, other confidential documents and computer diskettes (and all copies thereof) made or compiled by Consultant or made available to him or her concerning the Company, its Clients and any Affiliates are the sole property of the Company, and (B) if such documents are in the possession or control of Consultant, Consultant shall deliver them, without retaining any copies thereof, to the Company promptly at the end time of termination or expiration of the Consulting Term, Term or at any other time upon request by the Company.

Inventions, etc. Confidentiality (a) Any and all ideas, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the like, which are developed, conceived, created, discovered, learned, produced and/or otherwise generated by ConsultantEmployee, whether individually or otherwise, during the time that Consultant Employee is retained employed by the Company, whether or not during working hours, that relate to (i) the business and/or activities of the Company, (ii) the Company's anticipated research or development, or (iii) any work performed by Consultant Employee for the Company, shall be the sole and exclusive property of the Company, and the Company shall own any and all right, title and interest to such property. The Consultant Employee assigns and agrees to assign to the Company any and all right, title and interest in and to any such ideas, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and the like, whenever requested to do so by the Company, at the Company's expense, and the Consultant Employee agrees to execute any and all applications, assignments or other instruments which the Company deems desirable or necessary to protect such interests. (b) Section 5(a8(a) shall not apply to any invention for which no equipment, supplies, facilities, or confidential and trade secret information of the Company was used and which was developed entirely on the ConsultantEmployee's own time, unless (i) the invention relates (A) to the Company's business or (B) to the Company's actual or demonstrably anticipated research or development or (ii) the invention results from any work performed by the Consultant Employee for the Company. (c) Consultant Employee acknowledges that ConsultantEmployee's work for the Company is expected to bring him or her into close contact with various confidential business data of the Company and its clients not readily available to the public. Accordingly, ConsultantEmployee: (i) covenants and agrees that (A) during the Consulting TermEmployment Period, except pursuant to appropriate safeguards on confidentiality and only in connection with the business of the Company, and (B) after the Consulting TermEmployment Period, on any basis for any reason, Consultant Employee shall not use or disclose to anyone except authorized personnel of the Company, whether or not for his or her benefit or otherwise, any confidential matters (collectively, "Confidential Matters"), concerning the Company or its suppliers, consultants, agents or clients, whether former, current or potential (collectively, the "Clients"), including without limitation, all confidential technical information of the Company, secrets, trade secrets, formulas, proprietary software, copyrights, Client lists, lists of Consultantsemployees, confidential evaluations, mailing lists, details of consultant contracts, pricing policies, sales data and reports, margins, operational methods and processes, marketing plans or strategies, business acquisition plans, new personnel acquisition plans, financial information and other confidential business affairs, learned by Consultant Employee concerning the Company, its Clients, or a third party, including without limitation, any subsidiaries, partners, affiliates, shareholders, Consultantsemployees, lenders, suppliers, consultants, agents or joint venture partners of the Company (collectively, "Affiliates"); and (ii) covenants and agrees that (A) all confidential memoranda, notes, sketches, lists (including, without limitation, mailing and customer lists), records, other confidential documents and computer diskettes (and all copies thereof) made or compiled by Consultant Employee or made available to him or her concerning the Company, its Clients and any Affiliates are the sole property of the Company, and (B) if such documents are in the possession or control of ConsultantEmployee, Consultant Employee shall deliver them, without retaining any copies thereof, to the Company promptly at the end time of the Consulting Term, Employee's termination of employment or at any other time upon request by the Company.