Common use of Ownership and Assignment of Intellectual Property Clause in Contracts

Ownership and Assignment of Intellectual Property. You agree that all originals and all copies of all manuscripts, drawings, prints, manuals, diagrams, letters, notes, notebooks, reports, models, records, files, memoranda, plans, sketches and all other documents and materials containing, representing, evidencing, recording, or constituting any Confidential Information (as defined in Section 12 of the Agreement), however and whenever produced (whether by you or others) during the course of and in connection with your employment by the Company, and whether before or after your entry into the Agreement, is and will be the sole property of the Company. You agree that all Confidential Information and all other discoveries, inventions, ideas, specifications, designs, concepts, research and other information, processes, products, methods and improvements, or parts thereof conceived, developed, or otherwise made by you, alone or jointly with others and in any way relating to the Company’s business, including but not limited to its present or proposed products, programs or services or to tasks assigned to you during the term of your employment by the Company, whether or not made during your normal working hours, whether or not patentable or subject to copyright protection, whether or not reduced to tangible form or reduced to practice, during the term of your employment by the Company, whether or not developed, reduced to practice or made on the Company’s premises, and whether or not disclosed by you to the Company (hereinafter referred to as “Company Intellectual Property”), together with all products or services which embody or emulate such Company Intellectual Property, is and will be the sole property of the Company and to the fullest extent permitted by law will be deemed “works made for hire”. You agree to, and hereby do, assign to the Company all your rights, title and interest throughout the world in and to all Company Intellectual Property and to anything tangible which evidences, incorporates, constitutes, represents or records any such Company Intellectual Property. You hereby assign and, to the extent any such assignment cannot be made at present, you hereby agree to assign to the Company all copyrights, patents and other proprietary rights you may have in any such Company Intellectual Property, together with the right to file for and/or own wholly without restriction United States and foreign patents, trademarks, and copyrights. You agree to waive, and hereby waive, all moral rights or proprietary rights in or to any Company Intellectual Property and, to the extent that such rights may not be waived, agree not to assert such rights against the Company or its licensees, successors or assigns. You hereby certify that Exhibit B-1 sets forth any and all confidential information and intellectual property that you claim as your own or otherwise intend to exclude from this Agreement because it was developed by you prior to the commencement of your employment by the Company (“Prior Inventions”). You understand that after execution of this Agreement you will have no right to exclude Confidential Information or Company Intellectual Property from this Agreement. You hereby represent and warrant to the Company that all work product delivered to the Company by you has not incorporated and will not, without the Company’s written consent, incorporate any Prior Invention. If you do incorporate a Prior Invention into work product delivered to the Company, you hereby grant to the Company a nonexclusive, royalty-free, paid-up, irrevocable, worldwide license (with the full right to sublicense) to make, have made, modify, use, sell, offer for sale and import such Prior Invention. You hereby represent and warrant to the Company that all work product delivered to the Company by you has been and will be original and has not and will not without disclosure to the Company incorporate any “open source” computer code or be in any way subject to any open source license, including, by way of example, the GNU General Public License or Lesser General Public License, the Apache Software License, the Mozilla Public License or any other license that requires disclosure of source code or otherwise would limit the Company’s proprietary rights in such computer code.

Ownership and Assignment of Intellectual Property. You agree Employee agrees that all originals and all copies of all manuscripts, drawings, prints, manuals, diagrams, letters, notes, notebooks, reports, models, records, files, memoranda, plans, sketches and all other documents and materials containing, representing, evidencing, recording, or constituting any Confidential Information (as defined in Section 12 of the Agreement9 above), however and whenever produced (whether by you Employee or others) during the course of and in connection his employment with your employment by the CompanyTRYCERA, and whether before or after your entry into the Agreement, is and will shall be the sole property of the CompanyTRYCERA. You agree Employee agrees that all Confidential Information and all other discoveries, inventions, ideas, specifications, designs, concepts, research and other information, processes, products, methods and improvements, or parts thereof conceived, developed, or otherwise made by youhim, alone or jointly with others and in any way relating to the CompanyTRYCERA’s business, including but not limited to its present or proposed products, programs or services or to tasks assigned to you him during the term course of your employment by the Company, whether or not made during your normal working hourshis employment, whether or not patentable or subject to copyright protection, protection and whether or not reduced to tangible form or reduced to practice, during the term period of your his employment by the Companywith TRYCERA, whether or not developedmade during his regular working hours, reduced to practice and whether or not made on the CompanyTRYCERA’s premises, and whether or not disclosed by you him to the Company TRYCERA (hereinafter referred to as “Company Intellectual Property”), together with all products or services which embody or emulate such Company any Intellectual Property, is and will shall be the sole property of the Company and to the fullest extent permitted by law will be deemed “works made for hire”TRYCERA. You agree Employee agrees to, and hereby dodoes, assign to the Company TRYCERA all your rightshis right, title and interest throughout the world in and to all Company Intellectual Property and to anything tangible tangible, which evidences, incorporates, constitutes, represents or records any such Company Intellectual Property. You Employee agrees that all Intellectual Property shall constitute works made for hire under the copyright laws of the United States and hereby assign assigns and, to the extent any such assignment cannot be made at present, you Employee hereby agree agrees to assign to the Company all copyrights, patents and other proprietary rights you Employee may have in any such Company Intellectual Property, together with the right to file for and/or own wholly without restriction United States and foreign patents, trademarks, and copyrights. You agree Employee agrees to waive, and hereby waivewaives, all moral rights or proprietary rights in or to any Company Intellectual Property and, to the extent that such rights may not be waived, agree agrees not to assert such rights against the Company or its licensees, successors successors, or assigns. You Employee hereby certify certifies that Exhibit B-1 EXHIBIT A sets forth any and all confidential information Confidential Information and intellectual property that you claim Employee claims as your his own or otherwise intend intends to exclude from this Agreement because it was developed by you him prior to the commencement date of your employment by the Company (“Prior Inventions”)this Agreement. You understand Employee understands that after execution of this Agreement you will he shall have no right to exclude Confidential Information or Company Intellectual Property from this Agreement. You hereby represent and warrant to the Company that all work product delivered to the Company by you has not incorporated and will not, without the Company’s written consent, incorporate any Prior Invention. If you do incorporate a Prior Invention into work product delivered to the Company, you hereby grant to the Company a nonexclusive, royalty-free, paid-up, irrevocable, worldwide license (with the full right to sublicense) to make, have made, modify, use, sell, offer for sale and import such Prior Invention. You hereby represent and warrant to the Company that all work product delivered to the Company by you has been and will be original and has not and will not without disclosure to the Company incorporate any “open source” computer code or be in any way subject to any open source license, including, by way of example, the GNU General Public License or Lesser General Public License, the Apache Software License, the Mozilla Public License or any other license that requires disclosure of source code or otherwise would limit the Company’s proprietary rights in such computer code.

Ownership and Assignment of Intellectual Property. You agree Employee agrees that all originals and all copies of all manuscripts, drawings, prints, manuals, diagrams, letters, notes, notebooks, reports, models, records, files, memoranda, plans, sketches and all other documents and materials containing, representing, evidencing, recording, or constituting any Confidential Information (as defined in Section 12 of the Agreement7 above), however and whenever produced (whether by you Employee or others) during the course of and in connection his employment with your employment by the Company, and whether before or after your entry into the Agreement, is and will shall be the sole property of the Company. You agree Employee agrees that all Confidential Information and all other discoveries, inventions, ideas, specifications, designs, concepts, research and other information, processes, products, methods and improvements, or parts thereof conceived, developed, or otherwise made by youhim, alone or jointly with others and in any way relating to the Company’s business, including but not limited to its 's present or proposed products, programs or services or to tasks assigned to you him during the term course of your employment by the Company, whether or not made during your normal working hourshis employment, whether or not patentable or subject to copyright protection, protection and whether or not reduced to tangible form or reduced to practice, during the term period of your his employment by with the Company, whether or not developedmade during his regular working hours, reduced to practice and whether or not made on the Company’s 's premises, and whether or not disclosed by you him to the Company (hereinafter referred to as “Company "Intellectual Property”), ") together with all products or services which embody or emulate such Company any Intellectual Property, is and will Property shall be the sole property of the Company and to the fullest extent permitted by law will be deemed “works made for hire”Company. You agree Employee agrees to, and hereby dodoes, assign to the Company all your rightshis right, title and interest throughout the world in and to all Company Intellectual Property and to anything tangible which evidences, incorporates, constitutes, represents or records any such Company Intellectual Property. You Employee agrees that all Intellectual Property shall constitute works made for hire under the copyright laws of the United States and hereby assign assigns and, to the extent any such assignment cannot be made at present, you Employee hereby agree agrees to assign to the Company all copyrights, patents and other proprietary rights you Employee may have in any such Company Intellectual Property, together with the right to file for and/or own wholly without restriction United States and foreign patents, trademarks, and copyrights. You agree Employee agrees to waive, and hereby waivewaives, all moral rights or proprietary rights in or to any Company Intellectual Property and, to the extent that such rights may not be waived, agree agrees not to assert such rights against the Company or its licensees, successors or assigns. You Employee hereby certify certifies that Exhibit B-1 EXHIBIT A sets forth any and all confidential information and intellectual property that you claim Employee claims as your his own or otherwise intend intends to exclude from this Agreement because it was developed by you him prior to the commencement date of your employment by the Company (“Prior Inventions”)this Agreement. You understand Employee understands that after execution of this Agreement you will he shall have no right to exclude Confidential Information or Company Intellectual Property from this Agreement. You hereby represent and warrant to the Company that all work product delivered to the Company by you has not incorporated and will not, without the Company’s written consent, incorporate any Prior Invention. If you do incorporate a Prior Invention into work product delivered to the Company, you hereby grant to the Company a nonexclusive, royalty-free, paid-up, irrevocable, worldwide license (with the full right to sublicense) to make, have made, modify, use, sell, offer for sale and import such Prior Invention. You hereby represent and warrant to the Company that all work product delivered to the Company by you has been and will be original and has not and will not without disclosure to the Company incorporate any “open source” computer code or be in any way subject to any open source license, including, by way of example, the GNU General Public License or Lesser General Public License, the Apache Software License, the Mozilla Public License or any other license that requires disclosure of source code or otherwise would limit the Company’s proprietary rights in such computer code.

Ownership and Assignment of Intellectual Property. You I agree that all originals and all copies of all manuscripts, drawings, prints, manuals, diagrams, letters, notes, notebooks, reports, models, records, files, memoranda, plans, sketches and all other documents and materials containing, representing, evidencing, recording, or constituting any Confidential Information (as defined in Section 12 of the Agreement4 above), however and whenever produced (whether by you myself or others) during the course of and in connection my employment with your employment by the Company, and whether before or after your entry into the Agreement, is and will shall be the sole property of the Company. You I agree that all Confidential Information and all other discoveries, inventions, ideas, specifications, designs, concepts, research and other informationtrademarks, service marks, logos, processes, products, methods and improvementsformulas, computer programs or software, source codes, object codes, algorithms, machines, apparatuses, chemical or biological materials, items of manufacture or composition of matter, or parts thereof any new uses therefor or improvements thereon, or any new designs or modifications or configurations of any kind, or works of authorship of any kind, including, without limitation, compilations and derivative works, whether or not patentable or copyrightable, conceived, developed, reduced to practice or tangible medium or otherwise made by youme, either alone or jointly with others others, and in any way relating related to the Company’s business, including but not limited to its present or proposed products, programs or services Field of Interest or to tasks assigned to you me during the term course of your my employment by the Company, whether before or after execution of this Agreement, whether or not made during your normal my regular working hours, whether or not patentable or subject to copyright protectionconceived, whether or not reduced to tangible form or reduced to practice, during the term of your employment by the Company, whether or not developed, reduced to practice or made on the Company’s premises, premises and whether or not disclosed by you me to the Company (hereinafter referred to as collectively “Company Intellectual PropertyInventions” and each individually an “Invention”), together with and any and all services and products which embody, emulate or services which embody employ any such Invention or emulate such Company Intellectual Property, is and will Confidential Information shall be the sole property of the Company and all copyrights, patents, patent rights, trademarks and reproduction rights to, and other proprietary rights in, each such Invention or Confidential Information, whether or not patentable or copyrightable, shall belong exclusively to the fullest extent permitted by law will be deemed “works made for hire”Company. You I agree to, and hereby do, assign to the Company all your rightsmy right, title and interest throughout the world in and to all Company Intellectual Property Inventions and to anything tangible which evidences, incorporates, constitutes, represents or records any such Invention. I agree that all Company Intellectual Property. You Inventions shall constitute works made for hire under the copyright laws of the United States and hereby assign and, to the extent any such assignment cannot be made at present, you I hereby agree to assign to the Company all copyrights, patents and other proprietary rights you I may have in any such Company Intellectual PropertyInventions, together with the right to file for and/or own wholly without restriction United States and foreign patents, trademarks, and copyrights. You I agree to waive, and hereby waive, all moral rights or proprietary rights in or to any Company Intellectual Property Inventions and, to the extent that such rights may not be waived, agree not to assert such rights against the Company or its licensees, successors or assigns. You hereby certify that Exhibit B-1 sets forth any During and all confidential information and intellectual property that you claim as your own or otherwise intend to exclude from this Agreement because it was developed by you prior to the commencement of your after my employment by the Company, I shall cooperate with the Company, at the Company’s expense, in obtaining proprietary protection for the Company Inventions and I shall execute all documents which the Company shall reasonably request in order to perfect the Company’s rights in the Company Inventions. I hereby appoint the Company my attorney-in-fact to execute and deliver any such documents on my behalf in the event I should fail or refuse to do so within a reasonable period following the Company’s request. It is understood that my reasonable out-of-pocket expenses incurred at the request of the Company under this Section will be reimbursed by the Company. I hereby certify Exhibit A contains a complete list of all inventions related to the business or proposed business of the Company, made, conceived or first reduced to practice by me, under my direction or jointly with others prior to my employment with the Company (the “Prior Inventions”). You understand that after execution of this Agreement you will have no right to exclude Confidential Information or Company Intellectual Property from this Agreement. You hereby represent ) and warrant which are not assigned to the Company that all work product delivered to the Company by you has not incorporated and will not, without the Company’s written consent, incorporate any Prior Inventionhereunder. If you do incorporate a Prior Invention into work product delivered to the Companyno such list is attached, you hereby grant to the Company a nonexclusive, royalty-free, paid-up, irrevocable, worldwide license (with the full right to sublicense) to make, have made, modify, use, sell, offer for sale and import I represent that there are no such Prior Invention. You hereby represent and warrant to the Company that all work product delivered to the Company by you has been and will be original and has not and will not without disclosure to the Company incorporate any “open source” computer code or be in any way subject to any open source license, including, by way of example, the GNU General Public License or Lesser General Public License, the Apache Software License, the Mozilla Public License or any other license that requires disclosure of source code or otherwise would limit the Company’s proprietary rights in such computer codeInventions.

Ownership and Assignment of Intellectual Property. You agree Employee agrees that all originals and all copies of all manuscripts, drawings, prints, manuals, diagrams, letters, notes, notebooks, reports, models, records, files, memoranda, plans, sketches and all other documents and materials containing, representing, evidencing, recording, or constituting any Confidential Information (as defined in Section 12 of the Agreement8 above), however and whenever produced (whether by you Employee or others) during the course of and in connection with your employment by the Company, and whether before or after your entry into the Agreement, is and will shall be the sole property of the Company. You agree Employee agrees that all Confidential Information and all other discoveries, inventions, ideas, specifications, designs, concepts, research and other information, processes, products, methods and improvements, or parts thereof conceived, developed, or otherwise made by youhim, alone or jointly with others and in any way relating to the Company’s business, including but not limited to its 's present or proposed products, programs or services or to tasks assigned to you him during the term course of your employment by the Company, whether or not made during your normal working hourshis employment, whether or not patentable or subject to copyright protection, protection and whether or not reduced to tangible form or reduced to practice, during the term period of your his employment by with the Company, whether or not developedmade during my regular working hours, reduced to practice and whether or not made on the Company’s 's premises, and whether or not disclosed by you him to the Company (hereinafter referred to as “Company "Intellectual Property”), ") together with all products or services which embody or emulate such Company any Intellectual Property, is and will Property shall be the sole property of the Company and to the fullest extent permitted by law will be deemed “works made for hire”Company. You agree Employee agrees to, and hereby dodoes, assign to the Company all your rightshis right, title and interest throughout the world in and to all Company Intellectual Property and to anything tangible which evidences, incorporates, constitutes, represents or records any such Company Intellectual Property. You Employee agrees that all Intellectual Property shall constitute works made for hire under the copyright laws of the United States and hereby assign assigns and, to the extent any such assignment cannot be made at present, you Employee hereby agree agrees to assign to the Company all copyrights, patents and other proprietary rights you Employee may have in any such Company Intellectual Property, together with the right to file for and/or own wholly without restriction United States and foreign patents, trademarks, and copyrights. You agree Employee agrees to waive, and hereby waivewaives, all moral rights or proprietary rights in or to any Company Intellectual Property and, to the extent that such rights may not be waived, agree agrees not to assert such rights against the Company or its licensees, successors or assigns. You Employee hereby certify certifies that Exhibit B-1 SCHEDULE B sets forth any and all confidential information and intellectual property that you claim Employee claims as your his own or otherwise intend intends to exclude from this Agreement because it was developed by you him prior to the commencement date of your employment by the Company (“Prior Inventions”)this Agreement. You understand Employee understands that after execution of this Agreement you will he shall have no right to exclude Confidential Information or Company Intellectual Property from this Agreement. You hereby represent and warrant to the Company that all work product delivered to the Company by you has not incorporated and will not, without the Company’s written consent, incorporate any Prior Invention. If you do incorporate a Prior Invention into work product delivered to the Company, you hereby grant to the Company a nonexclusive, royalty-free, paid-up, irrevocable, worldwide license (with the full right to sublicense) to make, have made, modify, use, sell, offer for sale and import such Prior Invention. You hereby represent and warrant to the Company that all work product delivered to the Company by you has been and will be original and has not and will not without disclosure to the Company incorporate any “open source” computer code or be in any way subject to any open source license, including, by way of example, the GNU General Public License or Lesser General Public License, the Apache Software License, the Mozilla Public License or any other license that requires disclosure of source code or otherwise would limit the Company’s proprietary rights in such computer code.

Ownership and Assignment of Intellectual Property. You agree that all originals and all copies of all manuscripts, drawings, prints, manuals, diagrams, letters, notes, notebooks, reports, models, records, files, memoranda, plans, sketches and all other documents and materials containing, representing, evidencing, recording, or constituting any Confidential Information (as defined in Section 12 of the Agreement), however and whenever produced (whether by you or others) during the course of and in connection with your employment by the Company, and whether before or after your entry into the Agreement, is and will be the sole property of the Company. You agree that all Confidential Information and all other discoveries, inventions, ideas, specifications, designs, concepts, research and other information, processes, products, methods and improvements, or parts thereof conceived, developed, or otherwise made by you, alone or jointly with others and in any way relating to the Company’s 's business, including but not limited to its present or proposed products, programs or services or to tasks assigned to you during the term of your employment by the Company, whether or not made during your normal working hours, whether or not patentable or subject to copyright protection, whether or not reduced to tangible form or reduced to practice, during the term of your employment by the Company, whether or not developed, reduced to practice or made on the Company’s 's premises, and whether or not disclosed by you to the Company (hereinafter referred to as “"Company Intellectual Property”"), together with all products or services which embody or emulate such Company Intellectual Property, is and will be the sole property of the Company and to the fullest extent permitted by law will be deemed “"works made for hire”". You agree to, and hereby do, assign to the Company all your rights, title and interest throughout the world in and to all Company Intellectual Property and to anything tangible which evidences, incorporates, constitutes, represents or records any such Company Intellectual Property. You hereby assign and, to the extent any such assignment cannot be made at present, you hereby agree to assign to the Company all copyrights, patents and other proprietary rights you may have in any such Company Intellectual Property, together with the right to file for and/or own wholly without restriction United States and foreign patents, trademarks, and copyrights. You agree to waive, and hereby waive, all moral rights or proprietary rights in or to any Company Intellectual Property and, to the extent that such rights may not be waived, agree not to assert such rights against the Company or its licensees, successors or assigns. You hereby certify that Exhibit B-1 sets forth any and all confidential information and intellectual property that you claim as your own or otherwise intend to exclude from this Agreement because it was developed by you prior to the commencement of your employment by the Company (“Prior Inventions”). You understand that after execution of this Agreement you will have no right to exclude Confidential Information or Company Intellectual Property from this Agreement. You hereby represent and warrant to the Company that all work product delivered to the Company by you has not incorporated and will not, without the Company’s written consent, incorporate any Prior Invention. If you do incorporate a Prior Invention into work product delivered to the Company, you hereby grant to the Company a nonexclusive, royalty-free, paid-up, irrevocable, worldwide license (with the full right to sublicense) to make, have made, modify, use, sell, offer for sale and import such Prior Invention. You hereby represent and warrant to the Company that all work product delivered to the Company by you has been and will be original and has not and will not without disclosure to the Company incorporate any “open source” computer code or be in any way subject to any open source license, including, by way of example, the GNU General Public License or Lesser General Public License, the Apache Software License, the Mozilla Public License or any other license that requires disclosure of source code or otherwise would limit the Company’s proprietary rights in such computer code.that

Ownership and Assignment of Intellectual Property. You agree Employee agrees that all originals and all copies of all manuscripts, drawings, prints, manuals, diagrams, letters, notes, notebooks, reports, models, records, files, memoranda, plans, sketches and all other documents and materials containing, representing, evidencing, recording, or constituting any Confidential Information (as defined in Section 12 of the Agreement9 above), however and whenever produced (whether by you Employee or others) during the course of and in connection his employment with your employment by the CompanyTRYCERA, and whether before or after your entry into the Agreement, is and will shall be the sole property of the CompanyTRYCERA. You agree Employee agrees that all Confidential Information and all other discoveries, inventions, ideas, specifications, designs, concepts, research and other information, processes, products, methods and improvements, or parts thereof conceived, developed, or otherwise made by youhim, 9 RV BK Trycera Initials Employee Initials alone or jointly with others and in any way relating to the Company’s business, including but not limited to its TRYCERA's present or proposed products, programs or services or to tasks assigned to you him during the term course of your employment by the Company, whether or not made during your normal working hourshis employment, whether or not patentable or subject to copyright protection, protection and whether or not reduced to tangible form or reduced to practice, during the term period of your his employment by the Companywith TRYCERA, whether or not developedmade during his regular working hours, reduced to practice and whether or not made on the Company’s TRYCERA's premises, and whether or not disclosed by you him to the Company TRYCERA (hereinafter referred to as “Company "Intellectual Property”"), together with all products or services which embody or emulate such Company any Intellectual Property, is and will shall be the sole property of the Company and to the fullest extent permitted by law will be deemed “works made for hire”TRYCERA. You agree Employee agrees to, and hereby dodoes, assign to the Company TRYCERA all your rightshis right, title and interest throughout the world in and to all Company Intellectual Property and to anything tangible tangible, which evidences, incorporates, constitutes, represents or records any such Company Intellectual Property. You Employee agrees that all Intellectual Property shall constitute works made for hire under the copyright laws of the United States and hereby assign assigns and, to the extent any such assignment cannot be made at present, you Employee hereby agree agrees to assign to the Company all copyrights, patents and other proprietary rights you Employee may have in any such Company Intellectual Property, together with the right to file for and/or own wholly without restriction United States and foreign patents, trademarks, and copyrights. You agree Employee agrees to waive, and hereby waivewaives, all moral rights or proprietary rights in or to any Company Intellectual Property and, to the extent that such rights may not be waived, agree agrees not to assert such rights against the Company or its licensees, successors successors, or assigns. You Employee hereby certify certifies that Exhibit B-1 EXHIBIT A sets forth any and all confidential information Confidential Information and intellectual property that you claim Employee claims as your his own or otherwise intend intends to exclude from this Agreement because it was developed by you him prior to the commencement date of your employment by the Company (“Prior Inventions”)this Agreement. You understand Employee understands that after execution of this Agreement you will he shall have no right to exclude Confidential Information or Company Intellectual Property from this Agreement. You hereby represent and warrant to the Company that all work product delivered to the Company by you has not incorporated and will not, without the Company’s written consent, incorporate any Prior Invention. If you do incorporate a Prior Invention into work product delivered to the Company, you hereby grant to the Company a nonexclusive, royalty-free, paid-up, irrevocable, worldwide license (with the full right to sublicense) to make, have made, modify, use, sell, offer for sale and import such Prior Invention. You hereby represent and warrant to the Company that all work product delivered to the Company by you has been and will be original and has not and will not without disclosure to the Company incorporate any “open source” computer code or be in any way subject to any open source license, including, by way of example, the GNU General Public License or Lesser General Public License, the Apache Software License, the Mozilla Public License or any other license that requires disclosure of source code or otherwise would limit the Company’s proprietary rights in such computer code.