Ownership of Proprietary Information. (a) The Employee agrees that all information that has been created, discovered or developed by the Company or its Affiliates (including, without limitation, information relating to the development of the Company's business created, discovered, developed or made known to the Company or the Affiliates by Employee during the period of employment with the Company and information relating to Company's customers, suppliers, consultants, and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company or the Affiliates, shall be the sole property of the Company or the Affiliates, as applicable, and the Company or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith. All of the aforementioned information is hereinafter called "Proprietary Information." By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, data, know-how, show-how, improvements, inventions, product concepts, techniques, information or statistics contained in, or relating to, marketing plans, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications, and divisional applications and information about the Company's or the Affiliates' employees and/or consultants (including, without limitation, the compensation, job responsibility and job performance of such employees and/or consultants). (b) The Employee further agrees that at all times, both during the period of employment with the Company and any time after his termination of this Agreement, he will keep in confidence and trust all Proprietary Information, and he will not use or disclose any Proprietary Information or anything directly relating to it without the written consent of the Company or the Affiliates, as appropriate, except as may be necessary in the ordinary course of performing his duties hereunder. The Employee acknowledges that the Proprietary Information constitutes a unique and valuable asset of the Company and each Affiliate acquired at great time and expense, which is secret and confidential and which will be communicated to the Employee, if at all, in confidence in the course of his performance of his duties hereunder, and that any disclosure or other use of the Proprietary Information other than for the sole benefit of the Company or the Affiliates would be wrongful and could cause irreparable harm to the Company or its Affiliates, as the case may be. Notwithstanding the foregoing, the parties agree that, at all such times, the Employee is free to use (i) information in the public domain not as a result of a breach of this Agreement, and (ii) information lawfully received from a third party who had the right to disclose such information.
Appears in 5 contracts
Samples: Employment Agreement (Dynacs Inc), Employment Agreement (Dynacs Inc), Employment Agreement (Dynacs Inc)
Ownership of Proprietary Information. (a) The Employee Consultant agrees that all information that has been created, discovered or developed by the Proprietary Information (excluding Proprietary Information belonging to clients of the Company or its Affiliates and third-party licensers of the Company) is and shall at all times remain the sole and exclusive property of the Company.
(includingb) All notes, without limitationdata, information reference materials, sketches, drawings, memoranda, and records in any way relating to the development of Company Proprietary Information or the Company's business created, discovered, developed or made known shall belong exclusively to the Company or the Affiliates by Employee during the period of employment with the Company and information relating Consultant agrees to Company's customers, suppliers, consultants, and licensees) and/or in which property rights have been assigned or otherwise conveyed turn over to the Company or Company, at the Affiliates, shall be the sole property request of the Company or in the Affiliatesabsence of such a request, as applicableupon the termination of Consultant's employment with the Company, and all copies of such materials in his or her possession or under his or her control.
(c) Consultant will promptly disclose to the Company or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith. All of the aforementioned information is hereinafter called "Proprietary Information." By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, discoveries, structuresimprovements, inventions, designs, ideas, works of authorship, copyrightable worksdiscoveries, trademarks, copyrights, trade secrets, formulas, dataprocesses, techniques, "know-how", show-howand data (whether patentable or not patentable) made or conceived or reduced to practice or learned by Consultant, either alone or jointly with others, during his or her employment (during or outside of normal working hours) which are related to or useful in the Company's actual or anticipated business, or which results from tasks assigned to him or her by the Company or which results from use of the premises or equipment owned, leased, or contracted for by the Company. All such improvements, inventions, product conceptsdesigns, ideas, works of authorship, discoveries, trademarks, copyrights, trade secrets, formulas, processes, techniques, information or statistics contained in, or relating to, marketing plans, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation"know-in-part applications, file wrapper continuation applicationshow", and divisional applications and information about data shall be called "Covered Inventions" in this Agreement. All Covered Inventions relevant to the Company's subject matter of his or the Affiliates' employees and/or consultants (including, without limitation, the compensation, job responsibility and job performance of such employees and/or consultants).
(b) The Employee further agrees that at all times, both during the period of her employment with by the Company and any time after which have been made or conceived or first reduced to practice by him or her prior to his termination or her engagement by the Company shall be included within the definition of "Covered Inventions" for the purposes of this Agreement, he will keep except as otherwise set forth in confidence and trust all Proprietary Information, and he will not use or disclose any Proprietary Information or anything directly relating the section titled "Consultant's Prior Covered Inventions" on page 3 of this Agreement.
(d) Consultant hereby assigns to it without the written consent of the Company all rights he or she has in all Covered Inventions or which he or she may acquire in any Covered Inventions. He or She agrees that all Covered Inventions shall be the Affiliates, as appropriate, except as may be necessary in the ordinary course of performing his duties hereunder. The Employee acknowledges that the Proprietary Information constitutes a unique and valuable asset sole property of the Company and each Affiliate acquired at great time and expense, which is secret and confidential and which will be communicated to the Employee, if at all, in confidence in the course of his performance of his duties hereunderits assigns, and that any disclosure the Company and its assigns shall be the sole owner of all patents, copyrights, and other rights in connection therewith. He or She will assist the Company in every lawful way (at The Company's expense) to obtain and to enforce patents, copyrights, or other rights on the Covered Inventions in all countries. As requested by the Company, he or she will execute documents for use of in applying for and obtaining and enforcing such patents, copyrights, or other rights, together with assignments thereof, to The Company or to persons designated by the Proprietary Information other than Company. His or Her obligation to assist the Company in obtaining and enforcing patents and copyrights for the sole benefit Covered Inventions in all countries shall continue beyond the termination of his or her employment, but the Company shall compensate him or her at a reasonable rate after his or her termination for time actually spent by him or her at the Affiliates would be wrongful Company's request on such assistance.
(e) Consultant acknowledges that all original works of authorship which are made by him or her (solely or jointly with others) within the scope of his or her employment and could cause irreparable harm to the Company or its Affiliates, which are protected by copyright are "works made for hire," as the case may be. Notwithstanding the foregoing, the parties agree that, at all such times, the Employee that term is free to use (i) information defined in the public domain not as a result of a breach of this AgreementUnited States Copyright Act, and (ii) information lawfully received from a third party who had the right to disclose such information17 USCA, Section 101.
Appears in 5 contracts
Samples: Consulting Agreement (Cynet Inc), Consulting Agreement (Cynet Inc), Consulting Agreement (Cynet Inc)
Ownership of Proprietary Information. (a) The Employee Except for Proprietary Information or contacts provided by Executive, Executive agrees that all information that has been created, discovered or developed by the Company or its Affiliates (including, without limitation, information relating to the development of the Company's business created, discovered, developed or made known to the Company or the Affiliates by Employee Executive during the period of employment with the Company and information relating to Company's customers, suppliers, consultants, and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company or the Affiliates, shall be the sole property of the Company or the Affiliates, as applicable, and the Company or the 34 Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith. All of the aforementioned information is hereinafter called "Proprietary Information." By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, data, know-how, show-how, improvements, inventions, product concepts, techniques, information or statistics contained in, or relating to, marketing plans, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications, and divisional applications and information about the Company's or the Affiliates' employees Executives and/or consultants (including, without limitation, the compensation, job responsibility and job performance of such employees Executives and/or consultants).
(b) The Employee Executive further agrees that at all times, both during the period of employment with the Company and any time for two years after his termination of this Agreement, he will keep in confidence and trust all Proprietary Information, and he will not use or disclose any Proprietary Information or anything directly relating to it without the written consent of the Company or the Affiliates, as appropriate, except as may be necessary in the ordinary course of performing his duties hereunder. The Employee Executive acknowledges that the Proprietary Information constitutes a unique and valuable asset of the Company and each Affiliate acquired at great time and expense, which is secret and confidential and which will be communicated to the EmployeeExecutive, if at all, in confidence in the course of his performance of his duties hereunder, and that any disclosure or other use of the Proprietary Information other than for the sole benefit of the Company or the Affiliates would be wrongful and could cause irreparable harm to the Company or its Affiliates, as the case may be. Notwithstanding the foregoing, the parties agree that, at all such times, the Employee Executive is free to use (i) information in the public domain not as a result of a breach of this Agreement, and (ii) information lawfully received from a third party who had the right to disclose such information.
Appears in 3 contracts
Samples: Employment Agreement (Tiger Telematics Inc), Employment Agreement (Tiger Telematics Inc), Employment Agreement (Tiger Telematics Inc)
Ownership of Proprietary Information. (a) The Employee Executive agrees that all information that has been created, discovered or developed by the Company Corporation, its subsidiaries, affiliates, successors or its Affiliates assigns (collectively, the "Affiliates") (including, without limitation, information relating to the development of the CompanyCorporation's business createdcreated by, discovereddiscovered by, developed by or made known to the Company Corporation or the Affiliates by Employee Executive during the period of employment with the Company Employment Period and information relating to CompanyCorporation's customers, suppliers, consultants, and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company Corporation or the Affiliates, shall be the sole property of the Company Corporation or the Affiliates, as applicable, and the Company Corporation or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith, including but no limited to the right to make application for statutory protection. All of the aforementioned information is hereinafter called "Proprietary Information." ". By way of illustration, illustration but not without limitation, Proprietary Information includes trade secrets, processes, shall include all discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, data, know-how, show-how, improvements, inventions, product concepts, techniques, information or statistics contained in, or relating to, marketing plans, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications, applications and divisional applications and information about the CompanyCorporation's or the Affiliates' employees and/or consultants (including, without limitation, the compensation, job responsibility and job performance of such employees and/or consultants).
(b) The Employee Executive further agrees that at all times, both during the period of employment with Employment Period and after the Company and any time after his termination of this Agreement, he will keep in confidence and trust all Proprietary Information, and he will not use or disclose any Proprietary Information or anything directly relating to it without the written consent of the Company Corporation or the Affiliates, as appropriate, except as may be necessary in the ordinary course of performing his duties hereunderhereunder and except for academic, non-commercial research purposes with the prior written approval of the Board of Directors. The Employee Executive acknowledges that the Proprietary Information constitutes a unique and valuable asset of the Company Corporation and each Affiliate acquired at great time and expense, which is secret and confidential and which will be communicated to the EmployeeExecutive, if at all, in confidence in the course of his performance of his duties hereunder, and that any disclosure or other use of the Proprietary Information other than for the sole benefit of the Company Corporation or the Affiliates would be wrongful and could cause irreparable harm to the Company Corporation or its the Affiliates, as the case may be. Notwithstanding the foregoing, the parties agree that, at all such times, the Employee Executive is free to use (i) information in the public domain not as a result of a breach of this Agreement, and (ii) information lawfully received from a third party who had and (iii) the right Executive's own skill, knowledge, know-how and experience to disclose such informationwhatever extent and in whatever way he wishes, in each case consistent with his obligations as the Executive and that, at all times, the Executive is free to conduct any non-commercial research not relating to the Corporation's business.
Appears in 2 contracts
Samples: Employment Agreement (Avax Technologies Inc), Employment Agreement (Avax Technologies Inc)
Ownership of Proprietary Information. (a) The Employee Treasurer agrees that all information that has been created, discovered or developed by Lakaro, its subsidiaries, affiliates, successors or assigns (collectively, the Company or its Affiliates "Affiliates") (including, without limitation, information relating to the development of the CompanyLakaro's business created, discovered, developed or made known know to the Company Lakaro or the Affiliates by Employee Treasurer during the period of employment with the Company Term and information relating to CompanyLakaro's customers, suppliers, consultants, and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company Lakaro or the Affiliates, shall be the sole property of the Company Lakaro or the Affiliates, as applicable, and the Company Lakaro or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith, including but not limited to the right to make application for statutory protection. All of the aforementioned information is hereinafter called "Proprietary Information." By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, data, know-how, show-how, improvements, inventions, product concepts, techniques, information or statistics contained in, or relating to, marketing plans, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications, applications and divisional applications and information about the CompanyLakaro's or the Affiliates' employees and/or consultants (including, without limitation, the compensation, job responsibility and job performance of such employees and/or consultants).
(b) The Employee Treasurer further agrees that at all times, both during the period of employment with Term and after the Company and any time after his termination of this Agreement, he will keep in confidence and trust all Proprietary Information, and he will not use or disclose any Proprietary Information or anything directly relating to it without the written consent of the Company Lakaro or the Affiliates, as appropriate, except as may be necessary in the ordinary course of performing his duties hereunderhereunder and except for academic, non-commercial research purposes with the prior written approval of the Board of Directors. The Employee Treasurer acknowledges that the Proprietary Information constitutes a unique and valuable asset of the Company Lakaro and each Affiliate acquired at great time and expense, which is secret and confidential and which will be communicated to the EmployeeTreasurer, if at all, in confidence in the course of his performance of his duties hereunder, and that any disclosure or other use of the Proprietary Information other than for the sole benefit of the Company Lakaro or the Affiliates would be wrongful and could cause irreparable harm to Lakaro or the Company or its Affiliates, as the case may be. Notwithstanding the foregoing, the parties agree that, at all such times, the Employee Treasurer is free to use (i) information in the public domain not as a result of a breach of this Agreement, and (ii) information lawfully received from a third party who had the right and (iii) Treasurer's own skill, knowledge, know-how and experience to disclose such informationwhatever extent and in whatever way he wishes, in each case consistent with his obligations as Treasurer and that, at all times, Treasurer is free to conduct any non-commercial research not relating to Lakaro's business.
Appears in 1 contract
Samples: Employment Agreement (Keryx Biopharmaceuticals Inc)
Ownership of Proprietary Information. (a) The Employee agrees You confirm and agree that all proprietary information relating to the Company’s business that has been createdcreated by, discovered by, developed by, learned by, or developed by made known to, the Company Company, or its Affiliates assigned, licensed or otherwise conveyed to the Company, from the beginning of time through the end of the Term (including, without limitation, proprietary information relating to the development of the Company's ’s business createdcreated by, discovereddiscovered by, developed by, learned by, reduced to practice by or made known to the Company Company, or the Affiliates by Employee to you, either alone or jointly with others, during the period of your employment with the Company Company, and proprietary information relating to the Company's ’s customers, clients, suppliers, vendors, consultants, licensors and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company or the Affiliateshas been, is and shall be the sole property of the Company or the Affiliates, as applicableCompany, and the Company or the Affiliateshas been, as the case may be, is and shall be the sole owner of all proprietary designs, ideas, patents, copyrights patent applications, copyrights, copyright applications and other rights in connection therewithwith such proprietary information, including but not limited to the right to make application for statutory protection of any kind with respect to such proprietary information in any country. All of the aforementioned information is hereinafter called "“Proprietary Information." ” (and shall be deemed Proprietary Information regardless of whether or not the Proprietary Information is patentable or copyrightable) except to the extent otherwise provided in Section 6(c) below. By way of illustration, but not limitation, Proprietary Information includes includes, to the extent proprietary to the Company and except to the extent otherwise provided in Section 6(c) below, trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, data, data structures, know-how, show-how, improvements, inventionsinformation relating to products (both current and under development), services and technologies, product concepts, specifications, techniques, information or statistics contained in, or relating to, promotion or marketing plansplans and programs, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applicationscontinuation applications of any kind, continuation applications, continuation-in-part applications, file wrapper continuation applications, and divisional trademark applications and information about the Company's or the Affiliates' ’s employees and/or consultants (including, without limitation, the compensation, job responsibility responsibilities and job performance of such employees and/or consultants) and confidential business information of the Company or any of its clients, consultants, suppliers, customers, vendors, licensors, licensees and other third parties. For purposes of this Section 6(a), and of Section 6(b) and 6(c) below, the term “Company” shall be deemed to include, as appropriate, all of the Company’s Affiliates.
(b) The Employee further agrees You agree that at the results of all times, both during the period of employment with the Company work and any time after his termination of this Agreement, he will keep in confidence and trust all Proprietary Information, and he will not use tasks performed by you for or disclose any Proprietary Information or anything directly relating to it without the written consent on behalf of the Company or (“Works”) are owned by the AffiliatesCompany and, to the extent permitted by law, shall be “works made for hire” as appropriate, except as may be necessary that term is defined in the ordinary course of performing his duties hereunderUnited States Copyright Act (17 U.S.C. Section 101). The Employee acknowledges that the Proprietary Information constitutes a unique and valuable asset of the Company and each Affiliate acquired at great time and expense, which is secret and confidential and which will shall therefore be communicated deemed to the Employee, if at all, in confidence in the course of his performance of his duties hereunder, and that any disclosure or other use of the Proprietary Information other than for be the sole benefit owner author and owner of the Company or the Affiliates would be wrongful any and could cause irreparable harm all right, title and interest in any Works, including, without limitation, all intellectual property rights therein. You hereby assign to the Company all right, title and interest you may have or its Affiliates, as the case may be. acquire in any Works.
(c) Notwithstanding the foregoing, the parties agree that, at all such times, the Employee is free to use Proprietary Information shall not include: (i) information in the public domain not as a result of a any breach of this Agreement, and Agreement or of any duty owed by you to the Company or any other Person; (ii) information lawfully received from in your possession prior to the commencement of your employment with the Company and not disclosed to you by the Company; or (iii) information disclosed to you without restriction by a third party who had the right to disclose such informationinformation to you.
(d) It is understood that no patent, copyright, trademark, or other proprietary right or license is granted to you under this Agreement. Any disclosure of Proprietary Information, and any materials which may accompany any such disclosure, in the course of your employment under this Agreement shall not result in the grant to you of any proprietary rights, express or implied, of any kind as against the Company.
(e) During the Term and thereafter, you agree that you will, upon reasonable request by the Company, promptly disclose to the Company, or any Person reasonably designated by the Company, all Proprietary Information that you know or possess and that has been developed, created, made, conceived, reduced to practice or learned by the Company, any Affiliate of the Company, or you, either alone or jointly with others, during the Term and is not otherwise known to the Company’s officers and directors.
(f) Any assignment of copyright under this Agreement includes all rights of paternity, integrity, disclosure and withdrawal and other rights relating thereto that may be known as or referred to as “moral rights” (collectively, “Moral Rights”). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where such Moral Rights exist, you hereby waive such Moral Rights and consent to any action of the Company that would violate such Moral Rights in the absence of such consent. You agree to confirm any such waivers and consents from time to time as requested by the Company.
(g) You further agree to assist the Company, upon reasonable request by the Company and both during and after the Term (but at the Company’s sole expense), to obtain, confirm and from time to time enforce patents, copyrights or other rights relating thereto on Works in any and all countries, and to that end you will, upon reasonable request by the Company, execute any documents reasonably necessary: (i) to apply for, obtain and vest in the name of the Company alone (unless the Company otherwise directs) letters patent, copyrights or other analogous protection with respect to Works in any country throughout the world and when so obtained or vested to renew and restore the same on behalf of the Company; and (ii) to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyright or other analogous protection.
(h) Your obligation to assist the Company, upon reasonable request by the Company, in obtaining and enforcing patents and copyrights for Works in any and all countries, and in resisting disclosure of Proprietary Information as provided in Section 7(d) below, and in otherwise carrying out your obligations under Sections 6 and 7, shall continue beyond the Term to the extent provided herein, but the Company agrees to compensate you, on an hourly basis based on an eight hour day at a daily rate $1,500, for time actually spent by you after the Term at the Company’s request on such matters.
Appears in 1 contract
Samples: Employment Agreement (Genta Inc De/)
Ownership of Proprietary Information. (a) The Employee Consultant agrees that all information that has been created, discovered or developed by the Proprietary Information (excluding Proprietary Information belonging to clients of the Company or its Affiliates and third-party licensers of the Company) is and shall at all times remain the sole and exclusive property of the Company.
(includingb) All notes, without limitationdata, information reference materials, sketches, drawings, memoranda, and records in any way relating to the development of Company Proprietary Information or the Company's business created, discovered, developed or made known shall belong exclusively to the Company or the Affiliates by Employee during the period of employment with the Company and information relating Consultant agrees to Company's customers, suppliers, consultants, and licensees) and/or in which property rights have been assigned or otherwise conveyed turn over to the Company or Company, at the Affiliates, shall be the sole property request of the Company or in the Affiliatesabsence of such a request, as applicableupon the termination of Consultant's employment with the Company, and all copies of such materials in his or her possession or under his or her control.
(c) Consultant will promptly disclose to the Company or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith. All of the aforementioned information is hereinafter called "Proprietary Information." By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, discoveries, structuresimprovements, inventions, designs, ideas, works of authorship, copyrightable worksdiscoveries, trademarks, copyrights, trade secrets, formulas, dataprocesses, techniques, "know-how", show-howand data (whether patentable or not patentable) made or conceived or reduced to practice or learned by Consultant, either alone or jointly with others, during her employment (during or outside of normal working hours) which are related to or useful in the Company's actual or anticipated business, or which results from tasks assigned to him or her by the Company or which results from use of the premises or equipment owned, leased, or contracted for by the Company. All such improvements, inventions, product conceptsdesigns, ideas, works of authorship, discoveries, trademarks, copyrights, trade secrets, formulas, processes, techniques, information or statistics contained in, or relating to, marketing plans, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation"know-in-part applications, file wrapper continuation applicationshow", and divisional applications and information about data shall be called "Covered Inventions" in this Agreement. All Covered Inventions relevant to the Company's subject matter of his or the Affiliates' employees and/or consultants (including, without limitation, the compensation, job responsibility and job performance of such employees and/or consultants).
(b) The Employee further agrees that at all times, both during the period of her employment with by the Company and any time after his termination which have been made or conceived or first reduced to practice by her prior to her engagement by the Company shall be included within the definition of "Covered Inventions" for the purposes of this Agreement, he will keep except as otherwise set forth in confidence and trust all Proprietary Information, and he will not use or disclose any Proprietary Information or anything directly relating the section titled "Consultant's Prior Covered Inventions" on page 3 of this Agreement.
(d) Consultant hereby assigns to it without the written consent of the Company all rights she has in all Covered Inventions or which he or she may acquire in any Covered Inventions. She agrees that all Covered Inventions shall be the Affiliates, as appropriate, except as may be necessary in the ordinary course of performing his duties hereunder. The Employee acknowledges that the Proprietary Information constitutes a unique and valuable asset sole property of the Company and each Affiliate acquired at great time and expense, which is secret and confidential and which will be communicated to the Employee, if at all, in confidence in the course of his performance of his duties hereunderits assigns, and that any disclosure the Company and its assigns shall be the sole owner of all patents, copyrights, and other rights in connection therewith. She will assist the Company in every lawful way (at The Company's expense) to obtain and to enforce patents, copyrights, or other rights on the Covered Inventions in all countries. As requested by the Company, he or she will execute documents for use of in applying for and obtaining and enforcing such patents, copyrights, or other rights, together with assignments thereof, to The Company or to persons designated by the Proprietary Information other than Company. Her obligation to assist the Company in obtaining and enforcing patents and copyrights for the sole benefit Covered Inventions in all countries shall continue beyond the termination of her employment, but the Company shall compensate her at a reasonable rate after her termination for time actually spent by her at the Company's request on such assistance.
(e) Consultant acknowledges that all original works of authorship which are made by her (solely or jointly with others) within the Affiliates would be wrongful scope of her employment and could cause irreparable harm to the Company or its Affiliates, which are protected by copyright are "works made for hire," as the case may be. Notwithstanding the foregoing, the parties agree that, at all such times, the Employee that term is free to use (i) information defined in the public domain not as a result of a breach of this AgreementUnited States Copyright Act, and (ii) information lawfully received from a third party who had the right to disclose such information17 USCA, Section 101.
Appears in 1 contract
Samples: Consulting Agreement (Cynet Inc)
Ownership of Proprietary Information. (a) The Employee agrees You confirm and agree that all proprietary information relating to the Company's business that has been createdcreated by, discovered by, developed by, learned by, or developed by made known to, the Company, or assigned, licensed or otherwise conveyed to the Company or its Affiliates from the beginning of time through the end of the Term (including, without limitation, proprietary information relating to the development of the Company's business createdcreated by, discovereddiscovered by, developed by, learned by, reduced to practice by or made known to the Company Company, or the Affiliates by Employee to you, either alone or jointly with others, during the period of your employment with the Company Company, and proprietary information relating to the Company's customers, clients, suppliers, vendors, consultants, licensors and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company or the Affiliateshas been, is and shall be the sole property of the Company or the Affiliates, as applicableCompany, and the Company or the Affiliateshas been, as the case may be, is and shall be the sole owner of all proprietary designs, ideas, patents, copyrights patent applications, copyrights, copyright applications and other rights in connection therewithwith such proprietary information, including but not limited to the right to make application for statutory protection of any kind with respect to such proprietary information, in any country. All of the aforementioned information is hereinafter called "Proprietary Information." (and shall be deemed Proprietary Information regardless of whether or not the Proprietary Information is patentable or copyrightable) except to the extent otherwise provided in Section 6(b) below. By way of illustration, but not limitation, Proprietary Information includes includes, to the extent proprietary to the Company and except to the extent otherwise provided in Section 6(b) below, trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, data, data structures, know-how, show-how, improvements, inventionsinformation relating to products (both current and under development), services and technologies, product concepts, specifications, techniques, information or statistics contained in, or relating to, promotion or marketing plansplans and programs, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applicationsapplications of any kind, continuation applications, continuation-in-part applications, file wrapper continuation applications, and divisional trademark applications and information about the Company's or the Affiliates' employees and/or consultants (including, without limitation, the compensation, job responsibility and job performance of such employees and/or consultants).
(b) The Employee further agrees that at all times, both during the period of employment with the Company and any time after his termination of this Agreement, he will keep in confidence and trust all Proprietary Information, and he will not use or disclose any Proprietary Information or anything directly relating to it without the written consent confidential business information of the Company or any of its clients, consultants, suppliers, customers, vendors, licensors, licensees and other third parties. For purposes of this Section 6(a), and of Sections 6(b), 6(c) and 6(d) below, the Affiliatesterm "Company" shall be deemed to include, as appropriate, except as may be necessary in the ordinary course of performing his duties hereunder. The Employee acknowledges that the Proprietary Information constitutes a unique and valuable asset all of the Company and each Affiliate acquired at great time and expense, which is secret and confidential and which will be communicated to the Employee, if at all, in confidence in the course of his performance of his duties hereunder, and that any disclosure or other use of the Proprietary Information other than for the sole benefit of the Company or the Affiliates would be wrongful and could cause irreparable harm to the Company or its Company's Affiliates, as the case may be. Notwithstanding the foregoing, the parties agree that, at all such times, the Employee is free to use (i) information in the public domain not as a result of a breach of this Agreement, and (ii) information lawfully received from a third party who had the right to disclose such information.Itri Stock Option Grant Agreement 9
Appears in 1 contract
Samples: Employment Agreement (Genta Inc De/)
Ownership of Proprietary Information. (a) The Employee Executive agrees that all information that has been created, discovered or developed by the Company Corporation, its subsidiaries, affiliates, successors or its Affiliates assigns (collectively, the "Affiliates") (including, without limitation, information relating to the development of the CompanyCorporation's business createdcreated by, discovereddiscovered by, developed by or made known to the Company Corporation or the Affiliates by Employee Executive during the period of employment with the Company Employment Period and information relating to CompanyCorporation's customers, suppliers, consultants, and licensees) and/or licensees)and/or in which property rights have been assigned or otherwise conveyed to the Company Corporation or the Affiliates, shall be the sole property of the Company Corporation or the Affiliates, as applicable, and the Company Corporation or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith, including but no limited to the right to make application for statutory protection. All of the aforementioned information is hereinafter called "Proprietary Information." By way of illustration, illustration but not without limitation, Proprietary Information includes trade secrets, processes, shall include all discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, data, know-how, show-how, improvements, inventions, product concepts, techniques, information or statistics contained in, or relating to, marketing plans, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications, applications and divisional applications and information about the CompanyCorporation's or the Affiliates' employees and/or consultants (including, without limitation, the compensation, job responsibility and job performance of such employees and/or consultants).
(b) The Employee Executive further agrees that at all times, both during the period of employment with Employment Period and after the Company and any time after his termination of this Agreement, he will keep in confidence and trust all Proprietary Information, and he will not use or disclose any Proprietary Information or anything directly relating to it without the written consent of the Company Corporation or the Affiliates, as appropriate, except as may be necessary in the ordinary course of performing his duties hereunderhereunder and except for academic, non-commercial research purposes with the prior written approval of the Board of Directors. The Employee Executive acknowledges that the Proprietary Information constitutes a unique and valuable asset of the Company Corporation and each Affiliate acquired at great time and expense, which is secret and confidential and which will be communicated to the EmployeeExecutive, if at all, in confidence in the course of his performance of his duties hereunder, and that any disclosure or other use of the Proprietary Information other than for the sole benefit of the Company Corporation or the Affiliates would be wrongful and could cause irreparable harm to the Company Corporation or its the Affiliates, as the case may be. Notwithstanding the foregoing, the parties agree that, at all such times, the Employee Executive is free to use (i) information in the public domain not as a result of a breach of this Agreement, and (ii) information lawfully received from a third party who had and (iii) the right Executive' own skill, knowledge, know-how and experience to disclose such informationwhatever extent and in whatever way he wishes, in each case consistent with his obligations as the Executive and that, at all times, the Executive is free to conduct any non-commercial research not relating to the Corporation's business.
Appears in 1 contract
Ownership of Proprietary Information. (a) The Employee Executive agrees that all information that has been created, discovered or developed by the Company Corporation, its subsidiaries, affiliates, successors or its Affiliates assigns (collectively, the “Affiliates”) (including, without limitation, information relating to the development of the Company's Corporation’s business createdcreated by, discovereddiscovered by, developed by or made known to the Company Corporation or the Affiliates by Employee Executive during the period of employment with the Company Employment Period and information relating to Company's Corporation’s customers, suppliers, consultants, and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company Corporation or the Affiliates, shall be the sole property of the Company Corporation or the Affiliates, as applicable, and the Company Corporation or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith, including but no limited to the right to make application for statutory protection. All of the aforementioned information is hereinafter called "“Proprietary Information." ”. By way of illustration, illustration but not without limitation, Proprietary Information includes trade secrets, processes, shall include all discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, data, know-how, show-how, improvements, inventions, product concepts, techniques, information or statistics contained in, or relating to, marketing plans, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications, applications and divisional applications and information about the Company's Corporation’s or the Affiliates' ’ employees and/or consultants (including, without limitation, the compensation, job responsibility and job performance of such employees and/or consultants).
(b) The Employee Executive further agrees that at all times, both during the period of employment with Employment Period and after the Company and any time after his termination of this Agreement, he will keep in confidence and trust all Proprietary Information, and he will not use or disclose any Proprietary Information or anything directly relating to it without the written consent of the Company Corporation or the Affiliates, as appropriate, except as may be maybe necessary in the ordinary course of performing his duties hereunderhereunder and except for academic, non-commercial research purposes with the prior written approval of the Board of Directors. The Employee Executive acknowledges that the Proprietary Information constitutes a unique and valuable asset of the Company Corporation and each Affiliate acquired at great time and expense, which is secret and confidential and which will be communicated to the EmployeeExecutive, if at all, in confidence in the course of his performance of his duties hereunder, and that any disclosure or other use of the Proprietary Information other than for the sole benefit of the Company Corporation or the Affiliates would be wrongful and could cause irreparable harm to the Company Corporation or its the Affiliates, as the case may be. Notwithstanding the foregoing, the parties agree that, at all such times, the Employee Executive is free to use (i1) information in the public domain not as a result of a breach of this Agreement, and (ii) information lawfully received from a third party who had and (iii) the right Executive’s own skill, knowledge, know-how and experience to disclose such informationwhatever extent and in whatever way he wishes, in each case consistent with his obligations as the Executive and that, at all times, the Executive is free to conduct any non-commercial research not relating to the Corporation’s business.
Appears in 1 contract
Ownership of Proprietary Information. (a) The Employee Executive agrees that all information that has been created, discovered or developed by the Company or its Affiliates (including, without limitation, information relating to the development of the Company's business created, discovered, developed or made known to the Company or the Affiliates by Employee Executive during the period of employment with the Company and information relating to Company's customers, suppliers, consultants, and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company or the Affiliates, shall be the sole property of the Company or the Affiliates, as applicable, and the Company or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith. All of the aforementioned information is hereinafter called "Proprietary Information." By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, data, know-how, show-how, improvements, inventions, product concepts, techniques, information or statistics contained in, or relating to, marketing plans, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications, and divisional applications and information about the Company's or the Affiliates' employees and/or consultants (including, without limitation, the compensation, job responsibility and job performance of such employees and/or consultants).
(b) The Employee Executive further agrees that at all times, both during the period of employment with the Company and any time after his termination of this Agreement, he will keep in confidence and trust all Proprietary Information, and he will not use or disclose any Proprietary Information or anything directly relating to it without the written consent of the Company or the Affiliates, as appropriate, except as may be necessary in the ordinary course of performing his duties hereunder. The Employee Executive acknowledges that the Proprietary Information constitutes a unique and valuable asset of the Company and each Affiliate acquired at great time and expense, which is secret and confidential and which will be communicated to the EmployeeExecutive, if at all, in confidence in the course of his performance of his duties hereunder, and that any disclosure or other use of the Proprietary Information other than for the sole benefit of the Company or the Affiliates would be wrongful and could cause irreparable harm to the Company or its Affiliates, as the case may be. Notwithstanding the foregoing, the parties agree that, at all such times, the Employee Executive is free to use (i) information in the public domain not as a result of a breach of this Agreement, and (ii) information lawfully received from a third party who had the right to disclose such information.
Appears in 1 contract
Samples: Employment Agreement (Dynacs Inc)
Ownership of Proprietary Information. (a) The Employee Executive agrees that all secret and confidential information that has been created, discovered or developed by the Company Corporation, its subsidiaries, affiliates, successors or its Affiliates assigns (collectively, the "Affiliates") (including, without limitation, information relating to the development of the CompanyCorporation's business createdcreated by, discovereddiscovered by, developed by or made known to the Company Corporation or the Affiliates by Employee Executive during the period of employment with the Company Term and information relating to CompanyCorporation's customers, suppliers, consultants, and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company Corporation or the Affiliates, shall be the sole property of the Company Corporation or the Affiliates, as applicable, and the Company Corporation or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith, including but not limited to the right to make application for statutory protection. All of the aforementioned information is hereinafter called "Proprietary Information." By way of illustration, illustration but not without limitation, Proprietary Information includes trade secrets, processes, Informations shall include all discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, data, know-how, show-how, improvements, inventions, product concepts, techniques, information or statistics contained in, or relating to, marketing plans, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications, applications and divisional applications and information about the CompanyCorporation's or the Affiliates' employees and/or consultants (including, without limitation, the compensation, job responsibility and job performance of such employees and/or consultants).
(b) The Employee Executive further agrees that at all times, both during the period of employment with Employment Period and after the Company and any time after his termination of this Agreement, he will keep in confidence and trust all Proprietary Information, and he will not use or disclose any Proprietary Information or anything directly relating to it without the written consent of the Company Corporation or the Affiliates, as appropriate, except as may be necessary in the ordinary course of performing his duties hereunderhereunder and except for academic, non-commercial research purposes with the prior written approval of the Board of Directors. The Employee Executive acknowledges that the Proprietary Information constitutes a unique and valuable asset of the Company Corporation and each Affiliate acquired at great time and expense, which is secret and confidential and which will be communicated to the EmployeeExecutive, if at all, in confidence in the course of his performance of his duties hereunder, and that any disclosure or other use of the Proprietary Information other than for the sole benefit of the Company Corporation or the Affiliates would be wrongful and could cause irreparable harm to the Company Corporation or its the Affiliates, as the case may be. Notwithstanding the foregoing, the parties agree that, at all such times, the Employee Executive is free to use (i) information in the public domain not as a result of a breach of this Agreement, and (ii) information lawfully received from a third party who had and (iii) the right Executive's own skill, knowledge, know-how and experience to disclose such informationwhatever extent and in whatever way he wishes, in each case consistent with his obligations as an officer of the Corporation and that, at all times, the Executive is free to conduct any non-commercial research not relating to the Corporation's business.
Appears in 1 contract
Ownership of Proprietary Information. (a) The Employee agrees that all information that has been created, discovered or developed by Keryx, its subsidiaries, affiliates, successors or assigns (collectively, the Company or its Affiliates "Affiliates") (including, without limitation, information relating to the development of the CompanyKeryx's business created, discovered, developed or made known know to the Company Keryx or the Affiliates by Employee during the period of employment with the Company Term and information relating to CompanyKeryx's customers, suppliers, consultants, and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company Keryx or the Affiliates, shall be the sole property of the Company Keryx or the Affiliates, as applicable, and the Company Keryx or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith, including but not limited to the right to make application for statutory protection. All of the aforementioned information is hereinafter called "Proprietary Information." By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, data, know-how, show-how, improvements, inventions, product concepts, techniques, information or statistics contained in, or relating to, marketing plans, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications, applications and divisional applications and information about the CompanyKeryx's or the Affiliates' employees and/or consultants (including, without limitation, the compensation, job responsibility and job performance of such employees and/or consultants).
(b) The Employee further agrees that at all times, both during the period of employment with Term and after the Company and any time after his termination of this Agreement, he will keep in confidence and trust all Proprietary Information, and he will not use or disclose any Proprietary Information or anything directly relating to it without the written consent of the Company Keryx or the Affiliates, as appropriate, except as may be necessary in the ordinary course of performing his duties hereunderhereunder and except for academic, non-commercial research purposes with the prior written approval of the Board of Directors. The Employee acknowledges that the Proprietary Information constitutes a unique and valuable asset of the Company Keryx and each Affiliate acquired at great time and expense, which is secret and confidential and which will be communicated to the Employee, if at all, in confidence in the course of his performance of his duties hereunder, and that any disclosure or other use of the Proprietary Information other than for the sole benefit of the Company Keryx or the Affiliates would be wrongful and could cause irreparable harm to Keryx or the Company or its Affiliates, as the case may be. Notwithstanding the foregoing, the parties agree that, at all such times, the Employee is free to use (i) information in the public domain not as a result of a breach of this Agreement, and (ii) information lawfully received from a third party who had the right and (iii) Employee's own skill, knowledge, know-how and experience to disclose such informationwhatever extent and in whatever way he wishes, in each case consistent with his obligations as Employee and that, at all times, Employee is free to conduct any non-commercial research not relating to Keryx's business.
Appears in 1 contract
Samples: Employment Agreement (Keryx Biopharmaceuticals Inc)
Ownership of Proprietary Information. (a) The Employee Minivest agrees that all information that has been created, discovered or developed by the Company Company, its subsidiaries, affiliates, licensors, licensees, successors, or its Affiliates assigns (includingcollectively, the “Affiliates”) (including without limitation, information relating to the development of the Company's ’s business created, discovered, developed or made known to by the Company or the Affiliates by Employee during the period of employment with the Company and information relating to Company's customers, suppliers, consultants, advisors and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company or the Affiliates, shall be the sole property of the Company or the Affiliates, as applicable, and the Company or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and the other rights in connection therewith. All of the aforementioned information , including, without limitation is hereinafter called "“Proprietary Information." ” By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, data, know-how, show-how, improvements, inventions, product concepts, techniques, information or statistics contained in, or relating to, marketing plans, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications, applications and divisional applications and information about the Company's or the ’s Affiliates' , its employees and/or consultants advisors (including, without limitation, the compensation, job responsibility and job performance of such employees and/or consultantsadvisors).
. All original content, proprietary information, trademarks, copyrights, patents or other intellectual property created by Minivest that does not include any specific information relative to the Company’s proprietary information, shall be the sole and exclusive property of Minivest. Minivest uses third party service providers for payment, merchant services, compliance, transfer agent, broker-dealer, escrow services and marketing (b) The Employee further agrees that at “Third Party Service Providers”). By making use of some or all times, both during the period of employment with these payment services on or through Minivest the Company agrees to be bound by the third party provider’s terms and any time after his termination conditions, terms of this Agreement, he will keep in confidence service or terms of use and trust all Proprietary Informationtheir privacy policies, and he will not use or disclose any Proprietary Information or anything directly relating hereby consent and authorize us to it without delegate your authorizations and share the written consent of the Company or the Affiliates, as appropriate, except as may be necessary in the ordinary course of performing his duties hereunder. The Employee acknowledges that the Proprietary Information constitutes a unique and valuable asset of the Company and each Affiliate acquired at great time and expense, which is secret and confidential and which will be communicated information you provide to us with our Third Party Service Providers to the Employee, if at all, in confidence in the course of his performance of his duties hereunder, and that any disclosure or other use of the Proprietary Information other than for the sole benefit of the Company or the Affiliates would be wrongful and could cause irreparable harm extent required to provide their services to the Company or its Affiliates, as the case may be. Notwithstanding the foregoing, the parties agree that, at all such times, the Employee is free to use (i) information in the public domain not as a result of a breach of this Agreement, and (ii) information lawfully received from a third party who had the right to disclose such informationCompany.
Appears in 1 contract
Ownership of Proprietary Information. (a) The Employee Minivest agrees that all information that has been created, discovered or developed by the Company Company, its subsidiaries, affiliates, licensors, licensees, successors, or its Affiliates assigns (includingcollectively, the "Affiliates") (including without limitation, information relating to the development of the Company's business created, discovered, developed or made known to by the Company or the Affiliates by Employee during the period of employment with the Company and information relating to Company's customers, suppliers, consultants, advisors and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company or the Affiliates, shall be the sole property of the Company or the Affiliates, as applicable, and the Company or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and the other rights in connection therewith. All of the aforementioned information , including, without limitation is hereinafter called "Proprietary Information." By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, data, know-how, show-how, improvements, inventions, product concepts, techniques, information or statistics contained in, or relating to, marketing plans, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications, applications and divisional applications and information about the Company's or the Affiliates' , its employees and/or consultants advisors (including, without limitation, the compensation, job responsibility and job performance of such employees and/or consultantsadvisors).
. All original content, proprietary information, trademarks, copyrights, patents or other intellectual property created by Minivest that does not include any specific information relative to the Company's proprietary information, shall be the sole and exclusive property of Minivest. Minivest uses third party service providers for payment, merchant services, compliance, transfer agent, broker-dealer, escrow services and marketing (b) The Employee further agrees that at "Third Party Service Providers"). By making use of some or all times, both during the period of employment with these payment services on or through Minivest the Company agrees to be bound by the third party provider's terms and any time after his termination conditions, terms of this Agreement, he will keep in confidence service or terms of use and trust all Proprietary Informationtheir privacy policies, and he will not use or disclose any Proprietary Information or anything directly relating hereby consent and authorize us to it without delegate your authorizations and share the written consent of the Company or the Affiliates, as appropriate, except as may be necessary in the ordinary course of performing his duties hereunder. The Employee acknowledges that the Proprietary Information constitutes a unique and valuable asset of the Company and each Affiliate acquired at great time and expense, which is secret and confidential and which will be communicated information you provide to us with our Third Party Service Providers to the Employee, if at all, in confidence in the course of his performance of his duties hereunder, and that any disclosure or other use of the Proprietary Information other than for the sole benefit of the Company or the Affiliates would be wrongful and could cause irreparable harm extent required to provide their services to the Company or its Affiliates, as the case may be. Notwithstanding the foregoing, the parties agree that, at all such times, the Employee is free to use (i) information in the public domain not as a result of a breach of this Agreement, and (ii) information lawfully received from a third party who had the right to disclose such informationCompany.
Appears in 1 contract
Ownership of Proprietary Information. (a) The Employee agrees You confirm and agree that all information that has been been, either prior to the Termination Date or at any time thereafter, created, discovered or developed by the Company Company, or any of its Affiliates subsidiaries, affiliates, licensors, licensees, successors or assigns (each, an "Affiliate" and, collectively, the "Affiliates") (including, without limitation, information relating to the development of the Company's business created, discovered, developed or made known to the Company or the Affiliates an Affiliate by Employee you during the period of your employment with the Company and information relating to the Company's customers, clients, suppliers, vendors, consultants, licensors and licensees) and/or or information in which property proprietary rights have been assigned assigned, licensed or otherwise conveyed to the Company or the Affiliatesany Affiliate, has been, is and shall be the sole property of the Company or the Affiliatessuch Affiliate, as applicable, and the Company or the AffiliatesAffiliate, as the case may be, has been, is and shall be the sole owner of all patents, copyrights patent applications, copyrights, copyright applications and other rights in connection therewith, including but not limited to, the right to make application for statutory protection of any kind in any country. All of the aforementioned information is hereinafter called "Proprietary Information." By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, data, data structures, know-how, show-how, improvements, inventionsIntellectual Property (as defined in Section 7), product concepts, specifications, techniques, information or statistics contained in, or relating to, marketing plans, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications, copyright and divisional trademark applications of any kind and information about the Company's or the Affiliates' any Affiliate's employees and/or consultants (including, without limitation, the compensation, job responsibility and job performance of such employees and/or consultants).
(b) The Employee You further agrees confirm and agree that at all times, both during prior to the period of employment with the Company Termination Date and any time after his termination of this Agreementthereafter, he you have kept and will keep in strictest confidence and trust all Proprietary Information, and he you have not used or disclosed and will not use or disclose any Proprietary Information or anything directly relating to it without the prior written consent of the Company or the Affiliates, as appropriate, except as may be have been necessary prior to the Termination Date in the ordinary course of performing his your duties hereunderas Chief Executive Officer, President and Chairman of the Board of Directors, or as may be necessary after the Termination Date in performing your duties as a member of the Board of Directors. The Employee acknowledges You acknowledge that the Proprietary Information constitutes a unique and valuable asset of the Company and and, as applicable, each Affiliate Affiliate, acquired at great time and expense, which is secret and confidential and which has been or will be communicated to the Employeeyou, if at all, in confidence in the course of his the performance of his duties hereunderyour duties, and that any disclosure or other use of the Proprietary Information other than for the sole benefit of the Company or the Affiliates would be wrongful and could cause irreparable harm to the Company or its Affiliates, as the case may be. an Affiliate.
(c) Notwithstanding the foregoing, the parties agree that, at all such times, the Employee is you are free to use (i) information which would otherwise be Proprietary Information, if such information is in the public domain not as a result of a breach of this Agreementletter agreement or the breach of any other duty owed to the Company by any third party.
(d) You recognize that the Company has received and in the future will receive confidential or proprietary information from third parties subject to a duty on the Company's part to maintain the confidentiality of such information and, in some cases, to use it only for certain limited purposes. You confirm and agree that you have owed and will continue owe the Company and such third parties, both during the term of your employment and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm, partnership, joint venture, corporation or other business entity (iicollectively, "Person") information lawfully received from (except in a manner that is consistent with the Company's agreement with the third party) or use it for the benefit of anyone other than the Company or such third party who had (consistent with the right Company's agreement with the third party), unless expressly authorized to disclose such informationact otherwise by the Board of Directors.
Appears in 1 contract
Ownership of Proprietary Information. (a) The Employee agrees You confirm and agree that all proprietary information relating to the Company's business that has been createdcreated by, discovered by, developed by, learned by, or developed by made known to, the Company Company, or its Affiliates assigned, licensed or otherwise conveyed to the Company, from the beginning of time through the end of the Term (including, without limitation, proprietary information relating to the development of the Company's business createdcreated by, discovereddiscovered by, developed by, learned by, reduced to practice by or made known to the Company Company, or the Affiliates by Employee to you, either alone or jointly with others, during the period of your employment with the Company Company, and proprietary information relating to the Company's customers, clients, suppliers, vendors, consultants, licensors and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company or the Affiliateshas been, is and shall be the sole property of the Company or the Affiliates, as applicableCompany, and the Company or the Affiliateshas been, as the case may be, is and shall be the sole owner of all proprietary designs, ideas, patents, copyrights patent applications, copyrights, copyright applications and other rights in connection therewithwith such proprietary information, including but not limited to the right to make application for statutory protection of any kind with respect to such proprietary information in any country. All of the aforementioned information is hereinafter called "Proprietary Information." (and shall be deemed Proprietary Information regardless of whether or not the Proprietary Information is patentable or copyrightable) except to the extent otherwise provided in Section 6(c) below. By way of illustration, but not limitation, Proprietary Information includes includes, to the extent proprietary to the Company and except to the extent otherwise provided in Section 6(c) below, trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, data, data structures, know-how, show-how, improvements, inventionsinformation relating to products (both current and under development), services and technologies, product concepts, specifications, techniques, information or statistics contained in, or relating to, promotion or marketing plansplans and programs, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applicationscontinuation applications of any kind, continuation applications, continuation-in-part applications, file wrapper continuation applications, and divisional trademark applications and information about the Company's or the Affiliates' employees and/or consultants (including, without limitation, the compensation, job responsibility responsibilities and job performance of such employees and/or consultants).
(b) The Employee further agrees that at all times, both during the period of employment with the Company and any time after his termination of this Agreement, he will keep in confidence and trust all Proprietary Information, and he will not use or disclose any Proprietary Information or anything directly relating to it without the written consent confidential business information of the Company or any of its clients, consultants, suppliers, customers, vendors, licensors, licensees and other third parties. For purposes of this Section 6(a), and of Section 6(b) and 6(c) below, the Affiliatesterm "Company" shall be deemed to include, as appropriate, except as may be necessary in the ordinary course of performing his duties hereunder. The Employee acknowledges that the Proprietary Information constitutes a unique and valuable asset all of the Company and each Affiliate acquired at great time and expense, which is secret and confidential and which will be communicated to the Employee, if at all, in confidence in the course of his performance of his duties hereunder, and that any disclosure or other use of the Proprietary Information other than for the sole benefit of the Company or the Affiliates would be wrongful and could cause irreparable harm to the Company or its Company's Affiliates, as the case may be. Notwithstanding the foregoing, the parties agree that, at all such times, the Employee is free to use (i) information in the public domain not as a result of a breach of this Agreement, and (ii) information lawfully received from a third party who had the right to disclose such information.
Appears in 1 contract
Samples: Employment Agreement (Genta Inc De/)
Ownership of Proprietary Information. (a) The Employee agrees that all information that has been created, discovered or developed by Keryx, its subsidiaries, affiliates, successors or assigns (collectively, the Company or its Affiliates "Affiliates") (including, without limitation, information relating to the development of the CompanyKeryx's business created, discovered, developed or made known know to the Company Keryx or the Affiliates by Employee during the period of employment with the Company Term and information relating to CompanyKeryx's customers, suppliers, consultants, and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company Keryx or the Affiliates, shall be the sole property of the Company Keryx or the Affiliates, as applicable, and the Company Keryx or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith, including but not limited to the right to make application for statutory protection. All of the aforementioned information is hereinafter called "Proprietary Information." By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, data, know-how, show-how, improvements, inventions, product concepts, techniques, information or statistics contained in, or relating to, marketing plans, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applicationsappications, file wrapper continuation applications, applications and divisional applications and information about the CompanyKeryx's or the Affiliates' employees and/or consultants (including, without limitation, the compensation, job responsibility and job performance of such employees and/or consultants).
(b) The Employee further agrees that at all times, both during the period of employment with Term and after the Company and any time after his termination of this Agreement, he will keep in confidence and trust all Proprietary Information, and he will not use or disclose any Proprietary Information or anything directly relating to it without the written consent of the Company Keryx or the Affiliates, as appropriate, except as may be necessary in the ordinary course of performing his duties hereunderhereunder and except for academic, non-commercial research purposes with the prior written approval of the Board of Directors. The Employee acknowledges that the Proprietary Information constitutes a unique and valuable asset of the Company Keryx and each Affiliate acquired at great time and expense, which is secret and confidential and which will be communicated to the Employee, if at all, in confidence in the course of his performance of his duties hereunder, and that any disclosure or other use of the Proprietary Information other than for the sole benefit of the Company Keryx or the Affiliates would be wrongful and could cause irreparable harm to Keryx or the Company or its Affiliates, as the case may be. Notwithstanding the foregoing, the parties agree that, at all such times, the Employee is free to use (i) information in the public domain not as a result of a breach of this Agreement, and (ii) information lawfully received from a third party who had the right and (iii) Employee's own skill, knowledge, know-how and experience to disclose such informationwhatever extent and in whatever way he wishes, in each case consistent with his obligations as Employee and that, at all times, Employee is free to conduct any non-commercial research not relating to Keryx's business.
Appears in 1 contract
Samples: Employment Agreement (Keryx Biopharmaceuticals Inc)
Ownership of Proprietary Information. (a) The Employee Executive agrees that all information that has been information, materials and/or inventions created, discovered or developed by Executive under this Agreement (collectively, the Company "Inventions"), by the Corporation, its subsidiaries, affiliates or its Affiliates (including, without limitation, information relating to the development of the Company's business created, discovered, developed licensors or made known to the Company Corporation or the Affiliates any of its affiliates by Employee Executive during the period of employment with the Company Employment Term and information relating to Companythe Corporation's customers, suppliers, consultants, and licensees) , and/or in which property rights have been assigned or otherwise conveyed to the Company Corporation or the Affiliatesits affiliates, shall be the sole property of the Company Corporation or the Affiliatesaffiliates, as applicable, and the Company Corporation or the Affiliatesaffiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith, including without limitation the right to make application for statutory protection. All of the aforementioned information is hereinafter called "Proprietary Information." By way of illustration, but not limitation, Proprietary Information includes web pages, computer programs, trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, data, know-how, show-how, improvements, inventions, product concepts, techniques, information or statistics contained in, or relating to, marketing plans, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications, applications and divisional applications and information about the CompanyCorporation's or the Affiliatesits affiliates' employees and/or consultants (including, without limitation, the compensation, compensation and job responsibility and job performance of such employees and/or consultants).
(b) The Employee further agrees that at all times, both during the period of employment with the Company Executive shall maintain and any time after his termination of this Agreement, he will keep in confidence and trust all Proprietary Information, and he will not use or disclose any Proprietary Information or anything directly relating to it without the written consent of the Company or the Affiliates, as appropriate, except as may be necessary in the ordinary course of performing his duties hereunder. The Employee acknowledges that the Proprietary Information constitutes a unique and valuable asset of the Company and each Affiliate acquired at great time and expense, which is secret and confidential and which will be communicated furnish to the Employee, if at all, in confidence in the course Corporation complete and current records of his performance of his duties hereunder, all such Inventions and that any disclosure or other use of the Proprietary Information other than for the sole benefit of the Company or the Affiliates would be wrongful and could cause irreparable harm disclose to the Company or its Affiliates, as the case may be. Notwithstanding the foregoing, the parties agree that, at Corporation in writing all such times, the Employee is free to use Inventions. Executive: (i) information hereby assigns, sets over and transfers to the Corporation all of his right, title, and interest in the public domain not as a result of a breach of this Agreement, and to such Inventions; and (ii) information lawfully received from a third party who had agrees that Executive and his agents shall, during and after the right period Executive is retained by the Corporation, upon reasonable request of the Corporation, cooperate fully in obtaining patent, trademark, service mark, copyright or other proprietary protection for such Inventions, xxx in the name of the Corporation (but only at Corporation expense), and, without limitation, shall execute all requested applications, assignments and other documents, and take such other measures as the Corporation shall reasonably request in order to disclose perfect and enforce the Corporation's rights in such informationInventions, and hereby appoints the Corporation as Executive's attorney to execute and deliver any such applications, assignments or other documents on Executive's behalf in the event that the Executive fails or refuses to execute and deliver any such applications, assignments or other documents requested by the Corporation.
(c) In addition, Executive agrees to execute the Corporation's standard form Proprietary Information and Inventions Agreement.
Appears in 1 contract
Samples: Employment Agreement (Keryx Biopharmaceuticals Inc)
Ownership of Proprietary Information. (a) The Employee Executive agrees that all information that has been created, discovered or developed by the Company Corporation, its subsidiaries, affiliates, successors or its Affiliates assigns (collectively, the "Affiliates") (including, without limitation, information relating to the development of the CompanyCorporation's business created, discovered, developed or made known to the Company Corporation or the Affiliates by Employee Executive during the period of employment with the Company Term and information relating to Companythe Corporation's customers, suppliers, consultants, and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company Corporation or the Affiliates, shall be the sole property of the Company Corporation or the Affiliates, as applicable, and the Company Corporation or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith, including but not limited to the right to make application for statutory protection. All of the aforementioned information is hereinafter called "Proprietary Information." By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, data, know-know- how, show-how, improvements, inventions, product concepts, techniques, information or statistics contained in, or relating to, marketing plans, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications, applications and divisional applications and information about the CompanyCorporation's or the Affiliates' employees and/or consultants (including, without limitation, the compensation, job responsibility and job performance of such employees and/or consultants).
(b) The Employee Executive further agrees that at all times, both during the period of employment with Term and after the Company and any time after his termination of this Agreement, he will keep in confidence and trust all Proprietary Information, and he will not use or disclose any Proprietary Information or anything directly relating to it without the written consent of the Company Corporation or the Affiliates, as appropriate, except as may be necessary in the ordinary course of performing his duties hereunderhereunder and except for academic, non-commercial research purposes with the prior written approval of the Board of Directors. The Employee Executive acknowledges that the Proprietary Information constitutes a unique and valuable asset of the Company Corporation and each Affiliate acquired at great time and expense, which is secret and confidential and which will be communicated to the EmployeeExecutive, if at all, in confidence in the course of his performance of his duties hereunder, and that any disclosure or other use of the Proprietary Information other than for the sole benefit of the Company Corporation or the Affiliates would be wrongful and could cause irreparable harm to the Company Corporation or its the Affiliates, as the case may be. Notwithstanding the foregoing, the parties agree that, at all such times, the Employee Executive is free to use (i) information in the public domain not as a result of a breach of this Agreement, and (ii) information lawfully received from a third party who had and (iii) Executive's own skill, knowledge, know-how and experience to whatever extent and in whatever way he wishes, in each case consistent with his obligations as Executive and that, at all times, Executive is free to conduct any non-commercial research not relating to the right to disclose such informationCorporation's business.
Appears in 1 contract
Samples: Employment Agreement (Xytronyx Inc)
Ownership of Proprietary Information. (a) The Employee President agrees that all information that has been created, discovered or developed by Lakaro, its subsidiaries, affiliates, successors or assigns (collectively, the Company or its Affiliates "Affiliates") (including, without limitation, information relating to the development of the CompanyLakaro's business created, discovered, developed or made known know to the Company Lakaro or the Affiliates by Employee President during the period of employment with the Company Term and information relating to CompanyLakaro's customers, suppliers, consultants, and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company Lakaro or the Affiliates, shall be the sole property of the Company Lakaro or the Affiliates, as applicable, and the Company Lakaro or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith, including but not limited to the right to make application for statutory protection. All of the aforementioned information is hereinafter called "Proprietary Information." By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, data, know-how, show-how, improvements, inventions, product concepts, techniques, information or statistics contained in, or relating to, marketing plans, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applicationsappications, file wrapper continuation applications, applications and divisional applications and information about the CompanyLakaro's or the Affiliates' employees and/or consultants (including, without limitation, the compensation, job responsibility and job performance of such employees and/or consultants).
(b) The Employee President further agrees that at all times, both during the period of employment with Term and after the Company and any time after his termination of this Agreement, he will keep in confidence and trust all Proprietary Information, and he will not use or disclose any Proprietary Information or anything directly relating to it without the written consent of the Company Lakaro or the Affiliates, as appropriate, except as may be necessary in the ordinary course of performing his duties hereunderhereunder and except for academic, non-commercial research purposes with the prior written approval of the Board of Directors. The Employee President acknowledges that the Proprietary Information constitutes a unique and valuable asset of the Company Lakaro and each Affiliate acquired at great time and expense, which is secret and confidential and which will be communicated to the EmployeePresident, if at all, in confidence in the course of his performance of his duties hereunder, and that any disclosure or other use of the Proprietary Information other than for the sole benefit of the Company Lakaro or the Affiliates would be wrongful and could cause irreparable harm to Lakaro or the Company or its Affiliates, as the case may be. Notwithstanding the foregoing, the parties agree that, at all such times, the Employee President is free to use (i) information in the public domain not as a result of a breach of this Agreement, and (ii) information lawfully received from a third party who had the right and (iii) President's own skill, knowledge, know-how and experience to disclose such informationwhatever extent and in whatever way he wishes, in each case consistent with his obligations as President and that, at all times, President is free to conduct any non-commercial research not relating to Lakaro's business.
Appears in 1 contract
Ownership of Proprietary Information. (a) The Employee agrees You confirm and agree that all proprietary information relating to the Company’s business that has been createdcreated by, discovered by, developed by, learned by, or developed by made known to, the Company Company, or its Affiliates assigned, licensed or otherwise conveyed to the Company, from the beginning of time through the end of the Term (including, without limitation, proprietary information relating to the development of the Company's ’s business createdcreated by, discovereddiscovered by, developed by, learned by, reduced to practice by or made known to the Company Company, or the Affiliates by Employee to you, either alone or jointly with others, during the period of your employment with the Company Company, and proprietary information relating to the Company's ’s customers, clients, suppliers, vendors, consultants, licensors and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company or the Affiliateshas been, is and shall be the sole property of the Company or the Affiliates, as applicableCompany, and the Company or the Affiliateshas been, as the case may be, is and shall be the sole owner of all proprietary designs, ideas, patents, copyrights patent applications, copyrights, copyright applications and other rights in connection therewithwith such proprietary information, including but not limited to the right to make application for statutory protection of any kind with respect to such proprietary information in any country. All of the aforementioned information is hereinafter called "“Proprietary Information." ” (and shall be deemed Proprietary Information regardless of whether or not the Proprietary Information is patentable or copyrightable) except to the extent otherwise provided in Section 6(c) below. By way of illustration, but not limitation, Proprietary Information includes includes, to the extent proprietary to the Company and except to the extent otherwise provided in Section 6(c) below, trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, data, data structures, know-how, show-how, improvements, inventionsinformation relating to products (both current and under development), services and technologies, product concepts, specifications, techniques, information or statistics contained in, or relating to, promotion or marketing plansplans and programs, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applicationscontinuation applications of any kind, continuation applications, continuation-in-part applications, file wrapper continuation applications, and divisional trademark applications and information about the Company's or the Affiliates' ’s employees and/or consultants (including, without limitation, the compensation, job responsibility responsibilities and job performance of such employees and/or consultants) and confidential business information of the Company or any of its clients, consultants, suppliers, customers, vendors, licensors, licensees and other third parties. For purposes of this Section 6(a), and of Section 6(b) and 6(c) below, the term “Company” shall be deemed to include, as appropriate, all of the Company’s Affiliates.
(b) The Employee further agrees You agree that at the results of all times, both during the period of employment with the Company work and any time after his termination of this Agreement, he will keep in confidence and trust all Proprietary Information, and he will not use tasks performed by you for or disclose any Proprietary Information or anything directly relating to it without the written consent on behalf of the Company or (“Works”) are owned by the AffiliatesCompany and, to the extent permitted by law, shall be “works made for hire” as appropriate, except as may be necessary that term is defined in the ordinary course of performing his duties hereunderUnited States Copyright Act (17 U.S.C. Section 101). The Employee acknowledges that the Proprietary Information constitutes a unique and valuable asset of the Company and each Affiliate acquired at great time and expense, which is secret and confidential and which will shall therefore be communicated deemed to the Employee, if at all, in confidence in the course of his performance of his duties hereunder, and that any disclosure or other use of the Proprietary Information other than for be the sole benefit owner author and owner of the Company or the Affiliates would be wrongful any and could cause irreparable harm all right, title and interest in any Works, including, without limitation, all intellectual property rights therein. You hereby assign to the Company all right, title and interest you may have or its Affiliates, as the case may be. acquire in any Works.
(c) Notwithstanding the foregoing, the parties agree that, at all such times, the Employee is free to use Proprietary Information shall not include: (i) information in the public domain not as a result of a any breach of this Agreement, and Agreement or of any duty owed by you to the Company or any other Person; (ii) information lawfully received from in your possession prior to the commencement of your employment with the Company and not disclosed to you by the Company; or (iii) information disclosed to you without restriction by a third party who had the right to disclose such informationinformation to you.
(d) It is understood that no patent, copyright, trademark, or other proprietary right or license is granted to you under this Agreement. Any disclosure of Proprietary Information, and any materials which may accompany any such disclosure, in the course of your employment under this Agreement shall not result in the grant to you of any proprietary rights, express or implied, of any kind as against the Company.
(e) During the Term and thereafter, you agree that you will, upon reasonable request by the Company, promptly disclose to the Company, or any Person reasonably designated by the Company, all Proprietary Information that you know or possess and that has been developed, created, made, conceived, reduced to practice or learned by the Company, any Affiliate of the Company, or you, either alone or jointly with others, during the Term and is not otherwise known to the Company’s officers and directors.
(f) Any assignment of copyright under this Agreement includes all rights of paternity, integrity, disclosure and withdrawal and other rights relating thereto that may be known as or referred to as “moral rights” (collectively, “Moral Rights”). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where such Moral Rights exist, you hereby waive such Moral Rights and consent to any action of the Company that would violate such Moral Rights in the absence of such consent. You agree to confirm any such waivers and consents from time to time as requested by the Company.
(g) You further agree to assist the Company, upon reasonable request by the Company and both during and after the Term (but at the Company’s sole expense), to obtain, confirm and from time to time enforce patents, copyrights or other rights relating thereto on Works in any and all countries, and to that end you will, upon reasonable request by the Company, execute any documents reasonably necessary: (i) to apply for, obtain and vest in the name of the Company alone (unless the Company otherwise directs) letters patent, copyrights or other analogous protection with respect to Works in any country throughout the world and when so obtained or vested to renew and restore the same on behalf of the Company; and (ii) to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyright or other analogous protection.
(h) Your obligation to assist the Company, upon reasonable request by the Company, in obtaining and enforcing patents and copyrights for Works in any and all countries, and in resisting disclosure of Proprietary Information as provided in Section 7(d) below, and in otherwise carrying out your obligations under Sections 6 and 7, shall continue beyond the Term to the extent provided herein, but the Company agrees to compensate you, on an hourly basis based on an eight hour day at a daily rate of $1,500, for time actually spent by you after the Term at the Company’s request on such matters. Such compensation shall be paid no later than forty-five (45) days following receipt of an invoice from you.
Appears in 1 contract
Samples: Employment Agreement (Genta Inc De/)
Ownership of Proprietary Information. (a) The Employee CEO agrees that all information that has been created, discovered or developed by Lakaro, its subsidiaries, affiliates, successors or assigns (collectively, the Company or its Affiliates "Affiliates") (including, without limitation, information relating to the development of the CompanyLakaro's business created, discovered, developed or made known know to the Company Lakaro or the Affiliates by Employee CEO during the period of employment with the Company Term and information relating to CompanyLakaro's customers, suppliers, consultants, and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company Lakaro or the Affiliates, shall be the sole property of the Company Lakaro or the Affiliates, as applicable, and the Company Lakaro or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith, including but not limited to the right to make application for statutory protection. All of the aforementioned information is hereinafter called "Proprietary Information." By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, data, know-how, show-how, improvements, inventions, product concepts, techniques, information or statistics contained in, or relating to, marketing plans, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications, applications and divisional applications and information about the CompanyLakaro's or the Affiliates' employees and/or consultants (including, without limitation, the compensation, job responsibility and job performance of such employees and/or consultants).
(b) The Employee CEO further agrees that at all times, both during the period of employment with Term and after the Company and any time after his termination of this Agreement, he will keep in confidence and trust all Proprietary Information, and he will not use or disclose any Proprietary Information or anything directly relating to it without the written consent of the Company Lakaro or the Affiliates, as appropriate, except as may be necessary in the ordinary course of performing his duties hereunderhereunder and except for academic, non-commercial research purposes with the prior written approval of the Board of Directors. The Employee CEO acknowledges that the Proprietary Information constitutes a unique and valuable asset of the Company Lakaro and each Affiliate acquired at great time and expense, which is secret and confidential and which will be communicated to the EmployeeCEO, if at all, in confidence in the course of his performance of his duties hereunder, and that any disclosure or other use of the Proprietary Information other than for the sole benefit of the Company Lakaro or the Affiliates would be wrongful and could cause irreparable harm to Lakaro or the Company or its Affiliates, as the case may be. Notwithstanding the foregoing, the parties agree that, at all such times, the Employee CEO is free to use (i) information in the public domain not as a result of a breach of this Agreement, and (ii) information lawfully received from a third party who had the right and (iii) CEO's own skill, knowledge, know-how and experience to disclose such informationwhatever extent and in whatever way he wishes, in each case consistent with his obligations as CEO and that, at all times, CEO is free to conduct any non- commercial research not relating to Lakaro's business.
Appears in 1 contract
Ownership of Proprietary Information. (a) The Employee Secretary agrees that all information that has been created, discovered or developed by Lakaro, its subsidiaries, affiliates, successors or assigns (collectively, the Company or its Affiliates "Affiliates") (including, without limitation, information relating to the development of the CompanyLakaro's business created, discovered, developed or made known know to the Company Lakaro or the Affiliates by Employee Secretary during the period of employment with the Company Term and information relating to CompanyLakaro's customers, suppliers, consultants, and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company Lakaro or the Affiliates, shall be the sole property of the Company Lakaro or the Affiliates, as applicable, and the Company Lakaro or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith, including but not limited to the right to make application for statutory protection. All of the aforementioned information is hereinafter called "Proprietary Information." By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, data, know-how, show-how, improvements, inventions, product concepts, techniques, information or statistics contained in, or relating to, marketing plans, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applicationsappications, file wrapper continuation applications, applications and divisional applications and information about the CompanyLakaro's or the Affiliates' employees and/or consultants (including, without limitation, the compensation, job responsibility and job performance of such employees and/or consultants).
(b) The Employee Secretary further agrees that at all times, both during the period of employment with Term and after the Company and any time after his termination of this Agreement, he will keep in confidence and trust all Proprietary Information, and he will not use or disclose any Proprietary Information or anything directly relating to it without the written consent of the Company Lakaro or the Affiliates, as appropriate, except as may be necessary in the ordinary course of performing his duties hereunderhereunder and except for academic, non-commercial research purposes with the prior written approval of the Board of Directors. The Employee Secretary acknowledges that the Proprietary Information constitutes a unique and valuable asset of the Company Lakaro and each Affiliate acquired at great time and expense, which is secret and confidential and which will be communicated to the EmployeeSecretary, if at all, in confidence in the course of his performance of his duties hereunder, and that any disclosure or other use of the Proprietary Information other than for the sole benefit of the Company Lakaro or the Affiliates would be wrongful and could cause irreparable harm to Lakaro or the Company or its Affiliates, as the case may be. Notwithstanding the foregoing, the parties agree that, at all such times, the Employee Secretary is free to use (i) information in the public domain not as a result of a breach of this Agreement, and (ii) information lawfully received from a third party who had the right and (iii) Secretary's own skill, knowledge, know-how and experience to disclose such informationwhatever extent and in whatever way he wishes, in each case consistent with his obligations as Secretary and that, at all times, Secretary is free to conduct any non-commercial research not relating to Lakaro's business.
Appears in 1 contract
Samples: Employment Agreement (Keryx Biopharmaceuticals Inc)