Common use of Ownership of Proprietary Property Clause in Contracts

Ownership of Proprietary Property. Executive agrees that any and all inventions, discoveries, investigations, know-how, trade secrets and developments or improvements in technology (collectively “Inventions”), as well as any and all Proprietary Information (as such capitalized term is defined in paragraph 9(b) of this Agreement) created, developed, conceived of or discovered during the Employment Term or any prior period of Executive's employment with the Company (i) by Executive (solely or jointly with others) either (A) in the course of Executive's employment or engagement, on the Company's time or with the Company's materials or facilities or (B) relating to any subject matter with which Executive's work for the Company is or may be concerned or to any business in which the Company is involved, regardless of how or when Executive shall have created, developed, conceived, or discovered such Inventions or Proprietary Information (collectively, “Proprietary Property”), (ii) by or for the Company, or (iii) by any independent Person and thereafter acquired by the Company, and which are within Executive's knowledge or possession in the case of clause (i) of this paragraph 9(a) or that come into Executive's knowledge or possession during the Employment Term or any prior period of Executive's employment with the Company in the case of clauses (ii) or (iii) of this paragraph 9(a), shall be, if created, developed, conceived of or discovered by Executive, promptly disclosed to the Company, or shall be, if otherwise developed or acquired by the Company, received by Executive as an employee, officer, consultant, advisor, representative, agent or retiree of the Company and not in any way for Executive's own benefit. Executive shall neither have nor obtain any right, title or interest in or to any Proprietary Property unless and until the Company shall expressly and in writing waive the rights that the Company has in such Proprietary Property under the provisions of this section 9. With respect to any and all Proprietary Property that is, in whole or part, invented, created, written, developed, furnished or produced by Executive, or suggested by Executive to the Company, during the Employment Term or any prior period of Executive's employment with the Company, Executive does hereby agree that all such Proprietary Property shall be the exclusive property of the Company, and that Executive shall neither have nor retain any right, title or interest, of any kind in the Proprietary Property or in and to any results or proceeds from the Proprietary Property. At any time, whether during or after the Employment Term, Executive will, upon the request and at the expense of the Company, (x) obtain patents or copyrights on or (y) permit the Company to patent or copyright, any such Proprietary Property, whichever (x) or (y) is appropriate, and/or (z) execute, acknowledge and deliver any and all assignments, instruments of transfer or other documents, that the Company deems necessary or appropriate to transfer to and vest in the Company all right, title and interest in and to the Proprietary Property and to evidence the Company's ownership of the Proprietary Property, including, but not limited to, taking all steps necessary to enable the Company to publish or protect the Proprietary Property by patents or otherwise in any and all countries and to render all such assistance as the Company may require in any patent office proceeding or litigation involving the Proprietary Property. Executive shall not, without limitation as to time or place, use any Proprietary Property except on Company business, during or after the Employment Term, nor disclose any Proprietary Property to any other Person, except for disclosure in connection with Company business or as may be required by law.

Ownership of Proprietary Property. Executive agrees that any and all inventions, discoveries, investigations, know-how, trade secrets and developments or improvements in technology (collectively “"Inventions”), ") as well as any and all Proprietary Information (as such capitalized term is defined in paragraph 9(bSection 10(b) of this Agreementbelow) created, developed, conceived of or discovered during the Employment Term or any prior period of Executive's employment with the Company (i) by Executive (solely or jointly with others) either (A) in the course of Executive's employment or engagement, on the Company's time or with the Company's materials or facilities facilities, or (B) relating to any subject matter with which Executive's work for the Company is or may be concerned or to any business in which the Company or any of its subsidiaries or affiliated companies is involved, regardless of how or when Executive shall have created, developed, conceived, or discovered such Inventions or Proprietary Information (collectively, “"Proprietary Property”"), or (ii) by or for the Company, or (iii) by any independent Person and thereafter acquired by the Company, and which are within Executive's knowledge or possession in the case of clause (i) of this paragraph 9(aSection 10(a) or that come into Executive's knowledge or possession during the Employment Term the Term or any prior period of Executive's employment with the Company in the case of clauses (ii) or (iii) of this paragraph 9(aSection 10(a), shall be, if created, developed, conceived of or discovered by Executive, promptly disclosed to the Company, or shall be, if otherwise developed or acquired by the Company, received by Executive as an employee, officer, consultant, advisor, representative, agent consultant or retiree of the Company and not in any way for Executive's own benefit. Executive shall neither have nor obtain any right, title or interest in or to any such Proprietary Property unless and until the Company shall expressly and in writing waive the rights that the Company it has in such Proprietary Property therein and thereto under the provisions of this section 9Section 10. With respect to any and all Proprietary Property that is, in whole or part, is invented, created, written, developed, furnished or produced by Executive, or suggested by Executive to the Company, during the Employment Term or any prior period of Executive's employment with the Company, Executive does hereby agree that all such Proprietary Property shall be the exclusive property of the Company, and that Executive shall neither have nor retain any right, title or interest, of any kind in the Proprietary Property therein and thereto or in and to any results or proceeds from the Proprietary Propertytherefrom. At any time, whether during or after the Employment Term, Executive will, upon the request and at the expense of the Company, (x) obtain patents or copyrights on on, or (y) permit the Company to patent or copyright, any such Proprietary Property, whichever (x) or (y) is appropriate, and/or (z) execute, acknowledge and deliver any and all assignments, instruments of transfer transfer, or other documents, that the Company deems necessary or appropriate to transfer to and vest in the Company all right, title and interest in and to the such Proprietary Property and to evidence the Company's ownership of the such Proprietary Property, including, but not limited towithout limitation, taking all steps necessary to enable the Company to publish or protect the said Proprietary Property by patents or otherwise in any and all countries and to render all such assistance as the Company may require in any patent office proceeding or litigation involving the said Proprietary Property. Executive shall not, without limitation as to time or place, use any Proprietary Property except on Company business, during or after the Employment Term, nor disclose any Proprietary Property the same to any other Person, Person or individual except for disclosure in connection with on Company business or as may be required by law.

Ownership of Proprietary Property. Executive agrees that any and all inventions, discoveries, investigations, know-how, trade secrets and developments or improvements in technology (collectively “"Inventions”), ") as well as any and all Proprietary Information (as such capitalized term is defined in paragraph 9(b10(b) of this Agreementbelow) created, developed, conceived of or discovered during the Employment Term or any prior period of Executive's employment with the Company (i) by Executive (solely or jointly with others) either (A) in the course of Executive's employment or engagement, on the Company's time or with the Company's materials or facilities facilities, or (B) relating to any subject matter with which Executive's work for the Company is or may be concerned or to any business in which the Company or any of its subsidiaries or affiliated companies is involved, regardless of how or when Executive shall have created, developed, conceived, or discovered such Inventions or Proprietary Information (collectively, “"Proprietary Property”"), or (ii) by or for the Company, or (iii) by any independent Person and thereafter acquired by the Company, and which are within Executive's knowledge or possession in the case of clause (i) of this paragraph 9(a10(a) or that come into Executive's knowledge or possession during the Employment Term the Term or any prior period of Executive's employment with the Company in the case of clauses (ii) or (iii) of this paragraph 9(a10(a), shall be, if created, developed, conceived of or discovered by Executive, promptly disclosed to the Company, or shall be, if otherwise developed or acquired by the Company, received by Executive as an employee, officer, consultant, advisor, representative, agent consultant or retiree of the Company and not in any way for Executive's own benefit. Executive shall neither have nor obtain any right, title or interest in or to any such Proprietary Property unless and until the Company shall expressly and in writing waive the rights that the Company it has in such Proprietary Property therein and thereto under the provisions of this section 910. With respect to any and all Proprietary Property that is, in whole or part, is invented, created, written, developed, furnished or produced by Executive, or suggested by Executive to the Company, during the Employment Term or any prior period of Executive's employment with the Company, Executive does hereby agree that all such Proprietary Property shall be the exclusive property of the Company, and that Executive shall neither have nor retain any right, title or interest, of any kind in the Proprietary Property therein and thereto or in and to any results or proceeds from the Proprietary Propertytherefrom. At any time, whether during or after the Employment Term, Executive will, upon the request and at the expense of the Company, (x) obtain patents or copyrights on on, or (y) permit the Company to patent or copyright, any such Proprietary Property, whichever (x) or (y) is appropriate, and/or (z) execute, acknowledge and deliver any and all assignments, instruments of transfer transfer, or other documents, that the Company deems necessary or appropriate to transfer to and vest in the Company all right, title and interest in and to the such Proprietary Property and to evidence the Company's ownership of the such Proprietary Property, including, but not limited towithout limitation, taking all steps necessary to enable the Company to publish or protect the said Proprietary Property by patents or otherwise in any and all countries and to render all such assistance as the Company may require in any patent office proceeding or litigation involving the said Proprietary Property. Executive shall not, without limitation as to time or place, use any Proprietary Property except on Company business, during or after the Employment Term, nor disclose any Proprietary Property the same to any other Person, Person or individual except for disclosure in connection with on Company business or as may be required by law.

Ownership of Proprietary Property. Executive agrees that any and all inventions, discoveries, investigations, know-how, trade secrets and developments or improvements in technology (collectively “"Inventions”), ") as well as any and all Proprietary Information (as such capitalized term is defined in paragraph 9(b) of this AgreementSection 13(b)) created, developed, conceived of or discovered during the Employment Term or any prior period of Executive's employment with the Company Period (i) by Executive (solely or jointly with others) either (A) in the course of Executive's his employment or engagement, on the Company's time or with the Company's materials or facilities facilities, or (B) relating to any subject matter with which Executive's his work for the Company is or may be concerned or to any business in which the Company or any of its subsidiaries or affiliated companies is involved, regardless of how or when Executive he shall have created, developed, conceived, or discovered such Inventions or Proprietary Information (collectively, “Proprietary Property”"PROPRIETARY PROPERTY"), or (ii) by or for the Company, or (iii) by any independent Person and thereafter acquired by the Company, and which are within the Executive's knowledge or possession in the case of clause (i) of this paragraph 9(a) above or that come into the Executive's knowledge or possession during the Employment Term or any prior period of Executive's employment with the Company Restricted Period in the case of clauses (ii) or (iii) of this paragraph 9(a)above, shall be, if created, developed, conceived of or discovered by the Executive, promptly disclosed to the Company, or shall be, if otherwise developed or acquired by the Company, received by Executive as an employee, officer, consultant, advisor, representative, agent consultant or retiree of the Company and not in any way for Executive's his own benefit. Executive shall neither have nor obtain any right, title or interest in or to any such Proprietary Property unless and until the Company shall expressly and in writing waive the rights that the Company it has in such Proprietary Property therein and thereto under the provisions of this section 9Section. With respect to any and all Proprietary Property that is, in whole or part, is invented, created, written, developed, furnished or produced by Executive, or suggested by Executive to the Company, during the Employment Term or any prior period of Executive's employment with the CompanyTerm, Executive does hereby agree that all such Proprietary Property shall be the exclusive property of the Company, and that the Executive shall neither have nor retain any right, title or interest, of any kind in the Proprietary Property therein and thereto or in and to any results or proceeds from the Proprietary Propertytherefrom. At any time, whether during or after the Employment Term, the Executive will, upon the request and at the expense of the Company, (xA) obtain patents or copyrights on on, or (yB) permit the Company to patent or copyright, any such Proprietary Property, whichever (xA) or (yB) is appropriate, and/or (zC) execute, acknowledge and deliver any and all assignments, instruments of transfer transfer, or other documents, that the Company deems necessary or appropriate to transfer to and vest in the Company all right, title and interest in and to the such Proprietary Property and to evidence the Company's ownership of the such Proprietary Property, including, but not limited towithout limitation, taking all steps necessary to enable the Company to publish or protect the said Proprietary Property by patents or otherwise in any and all countries and to render all such assistance as the Company may require in any patent office proceeding or litigation involving the said Proprietary Property. Executive shall not, without limitation as to time or place, use any Proprietary Property except on Company business, during or after the Employment TermPeriod, nor disclose any Proprietary Property the same to any other Person, Person or individual except for disclosure in connection with on Company business or as may be required by law.

Ownership of Proprietary Property. Executive agrees that any and all inventions, discoveries, investigations, know-how, trade secrets and developments or improvements in technology (collectively “"Inventions”), ") as well as any and all Proprietary Information (as such capitalized term is defined in paragraph 9(b) of this AgreementSection 12(b)) created, developed, conceived of or discovered during the Employment Term or any prior period of Executive's employment with the Company Period (i) by Executive (solely or jointly with others) either (A) in the course of Executive's his employment or engagement, on the Company's time or with the Company's materials or facilities facilities, or (B) relating to any subject matter with which Executive's his work for the Company is or may be concerned or to any business in which the Company or any of its subsidiaries or affiliated companies is involved, regardless of how or when Executive he shall have created, developed, conceived, or discovered such Inventions or Proprietary Information (collectively, “"Proprietary Property”"), or (ii) by or for the Company, or (iii) by any independent Person and thereafter acquired by the Company, and which are within the Executive's knowledge or possession in the case of clause (i) of this paragraph 9(a) above or that come into the Executive's knowledge or possession during the Employment Term or any prior period of Executive's employment with the Company Restricted Period in the case of clauses (ii) or (iii) of this paragraph 9(a)above, shall be, if created, developed, conceived of or discovered by the Executive, promptly disclosed to the Company, or shall be, if otherwise developed or acquired by the Company, received by Executive as an employee, officer, consultant, advisor, representative, agent consultant or retiree of the Company and not in any way for Executive's his own benefit. Executive shall neither have nor obtain any right, title or interest in or to any such Proprietary Property unless and until the Company shall expressly and in writing waive the rights that the Company it has in such Proprietary Property therein and thereto under the provisions of this section 9Section. With respect to any and all Proprietary Property that is, in whole or part, is invented, created, written, developed, furnished or produced by Executive, or suggested by Executive to the Company, during the Employment Term or any prior period of Executive's employment with the CompanyPeriod, Executive does hereby agree that all such Proprietary Property shall be the exclusive property of the Company, and that the Executive shall neither have nor retain any right, title or interest, of any kind in the Proprietary Property therein and thereto or in and to any results or proceeds from the Proprietary Propertytherefrom. At any time, whether during or after the Employment TermPeriod, the Executive will, upon the request and at the expense of the Company, (xA) obtain patents or copyrights on on, or (yB) permit the Company to patent or copyright, any such Proprietary Property, whichever (xA) or (yB) is appropriate, and/or (zC) execute, acknowledge and deliver any and all assignments, instruments of transfer transfer, or other documents, that the Company deems necessary or appropriate to transfer to and vest in the Company all right, title and interest in and to the such Proprietary Property and to evidence the Company's ownership of the such Proprietary Property, including, but not limited towithout limitation, taking all steps necessary to enable the Company to publish or protect the said Proprietary Property by patents or otherwise in any and all countries and to render all such assistance as the Company may require in any patent office proceeding or litigation involving the said Proprietary Property. Executive shall not, without limitation as to time or place, use any Proprietary Property except on Company business, during or after the Employment TermPeriod, nor disclose any Proprietary Property the same to any other Person, Person or individual except for disclosure in connection with on Company business or as may be required by law.

Ownership of Proprietary Property. Executive agrees that any and all inventions, discoveries, investigations, know-how, trade secrets and developments or improvements in technology (collectively “"Inventions”), ") as well as any and all Proprietary Information (as such capitalized term is defined in paragraph 9(bSection 10(b) of this Agreementbelow) created, developed, conceived of or discovered during the Employment Term or any prior period of Executive's employment with the Company (i) by Executive (solely or jointly with others) either (A) in the course of Executive's employment or engagement, on the Company's time or with the Company's materials or facilities facilities, or (B) relating to any subject matter with which Executive's work for the Company is or may be concerned or to any business in which the Company or any of its subsidiaries or affiliated companies is involved, regardless of how or when Executive shall have created, developed, conceived, or discovered such Inventions or Proprietary Information (collectively, “"Proprietary Property”"), or (ii) by or for the Company, or (iii) by any independent Person and thereafter acquired by the Company, and which are within Executive's knowledge or possession in the case of clause clauses (i) of this paragraph 9(aSection 10(a) or that come into Executive's knowledge or possession during the Employment Term or any prior period of Executive's employment with the Company in the case of clauses (ii) or (iii) of this paragraph 9(aSection 10(a), shall be, if created, developed, conceived of or discovered by Executive, promptly disclosed to the Company, or shall be, if otherwise developed or acquired by the Company, received by Executive as an employee, officer, consultant, advisor, representative, agent consultant or retiree of the Company and not in any way for Executive's own benefit. Executive shall neither have nor obtain any right, title or interest in or to any such Proprietary Property unless and until the Company shall expressly and in writing waive the rights that the Company it has in such Proprietary Property therein and thereto under the provisions of this section 9Section 10. With respect to any and all Proprietary Property that is, in whole or part, inventedis invested, created, written, developed, furnished or produced by Executive, or suggested by Executive to the Company, during the Employment Term or any prior period of Executive's employment with the Company, Executive does hereby agree that all such Proprietary Property shall be the exclusive property of the Company, and that Executive shall neither have nor retain any right, title or interest, of any kind in the Proprietary Property therein and thereto or in and to any results or proceeds from the Proprietary Propertytherefrom. At any time, whether during or after the Employment Term, Executive will, upon the request and at the expense of the Company, (x) obtain patents or copyrights on on, or (y) permit the Company to patent or copyright, any such Proprietary Property, whichever (x) or (y) is appropriate, and/or (z) execute, acknowledge and deliver any and all assignments, instruments of transfer transfer, or other documents, that the Company deems necessary or appropriate to transfer to and vest in the Company all right, title and interest in and to the such Proprietary Property and to evidence the Company's ownership of the such Proprietary Property, including, but not limited towithout limitation, taking all steps necessary to enable the Company to publish or protect the said Proprietary Property by patents or otherwise in any and all countries and to render all such assistance as the Company may require in any patent office proceeding or litigation involving the said Proprietary Property. Executive shall not, without limitation as to time or place, use any Proprietary Property except on Company business, during or after the Employment Term, nor disclose any Proprietary Property the same to any other Person, Person or individual except for disclosure in connection with on Company business or as may be required by law.

Ownership of Proprietary Property. Executive agrees that any and all inventions, discoveries, investigations, know-how, trade secrets and developments or improvements in technology (collectively “"Inventions”), ") as well as any and all Proprietary Information (as such capitalized term is defined in paragraph 9(b) of this AgreementSection 14(b)) created, developed, conceived of or discovered during the Employment Term or any prior period of Executive's employment with the Company Period (i) by Executive (solely or jointly with others) either (A) in the course of Executive's his employment or engagement, on the Company's time or with the Company's materials or facilities facilities, or (B) relating to any subject matter with which Executive's his work for the Company is or may be concerned or to any business in which the Company or any of its subsidiaries or affiliated companies is involved, regardless of how or when Executive he shall have created, developed, conceived, or discovered such Inventions or Proprietary Information (collectively, “"Proprietary Property”"), or (ii) by or for the Company, or (iii) by any independent Person and thereafter acquired by the Company, and which are within the Executive's knowledge or possession in the case of clause (i) of this paragraph 9(a) above or that come into the Executive's knowledge or possession during the Employment Term or any prior period of Executive's employment with the Company Restricted Period in the case of clauses (ii) or (iii) of this paragraph 9(a)above, shall be, if created, developed, conceived of or discovered by the Executive, promptly disclosed to the Company, or shall be, if otherwise developed or acquired by the Company, received by Executive as an employee, officer, consultant, advisor, representative, agent consultant or retiree of the Company and not in any way for Executive's his own benefit. Executive shall neither have nor obtain any right, title or interest in or to any such Proprietary Property unless and until the Company shall expressly and in writing waive the rights that the Company it has in such Proprietary Property therein and thereto under the provisions of this section 9Section. With respect to any and all Proprietary Property that is, in whole or part, is invented, created, written, developed, furnished or produced by Executive, or suggested by Executive to the Company, during the Employment Term or any prior period of Executive's employment with the CompanyPeriod, Executive does hereby agree that all such Proprietary Property shall be the exclusive property of the Company, and that the Executive shall neither have nor retain any right, title or interest, of any kind in the Proprietary Property therein and thereto or in and to any results or proceeds from the Proprietary Propertythere from. At any time, whether during or after the Employment TermPeriod, the Executive will, upon the request and at the expense of the Company, (xA) obtain patents or copyrights on on, or (yB) permit the Company to patent or copyright, any such Proprietary Property, whichever (xA) or (yB) is appropriate, and/or (zC) execute, acknowledge and deliver any and all assignments, instruments of transfer transfer, or other documents, that the Company deems necessary or appropriate to transfer to and vest in the Company all right, title and interest in and to the such Proprietary Property and to evidence the Company's ownership of the such Proprietary Property, including, but not limited towithout limitation, taking all steps necessary to enable the Company to publish or protect the said Proprietary Property by patents or otherwise in any and all countries and to render all such assistance as the Company may require in any patent office proceeding or litigation involving the said Proprietary Property. Executive shall not, without limitation as to time or place, use any Proprietary Property except on Company business, during or after the Employment TermPeriod, nor disclose any Proprietary Property the same to any other Person, Person or individual except for disclosure in connection with on Company business or as may be required by law.

Ownership of Proprietary Property. Executive agrees that any and all inventions, discoveries, investigations, know-how, trade secrets and developments or improvements in technology (collectively “"Inventions”), ") as well as any and all Proprietary Information (as such capitalized term is defined in paragraph 9(bSection 10(b) of this Agreementbelow) created, developed, conceived of or discovered during the Employment Term or any prior period of Executive's employment with the Company (i) by Executive (solely or jointly with others) either (A) in the course of Executive's employment or engagement, on the Company's time or with the Company's materials or facilities facilities, or (B) relating to any subject matter with which Executive's work for the Company is or may be concerned or to any business in which the Company or any of its subsidiaries or affiliated companies is involved, regardless of how or when Executive shall have created, developed, conceived, or discovered such Inventions or Proprietary Information (collectively, “"Proprietary Property”"), or (ii) by or for the Company, or (iii) by any independent Person and thereafter acquired by the Company, and which are within Executive's knowledge or possession in the case of clause (i) of this paragraph 9(aSection 10(a) or that come into Executive's knowledge or possession during the Employment Term or any prior period of Executive's employment with the Company in the case of clauses (ii) or (iii) of this paragraph 9(aSection 10(a), shall be, if created, developed, conceived of or discovered by Executive, promptly disclosed to the Company, or shall be, if otherwise developed or acquired by the Company, received by Executive as an employee, officer, consultant, advisor, representative, agent consultant or retiree of the Company and not in any way for Executive's own benefit. Executive shall neither have nor obtain any right, title or interest in or to any such Proprietary Property unless and until the Company shall expressly and in writing waive the rights that the Company it has in such Proprietary Property therein and thereto under the provisions of this section 9Section 10. With respect to any and all Proprietary Property that is, in whole or part, is invented, created, written, developed, furnished or produced by Executive, or suggested by Executive to the Company, during the Employment Term or any prior period of Executive's employment with the Company, Executive does hereby agree that all such Proprietary Property shall be the exclusive property of the Company, and that Executive shall neither have nor retain any right, title or interest, of any kind in the Proprietary Property therein and thereto or in and to any results or proceeds from the Proprietary Propertytherefrom. At any time, whether during or after the Employment Term, Executive will, upon the request and at the expense of the Company, (x) obtain patents or copyrights on on, or (y) permit the Company to patent or copyright, any such Proprietary Property, whichever (x) or (y) is appropriate, and/or (z) execute, acknowledge and deliver any and all assignments, instruments of transfer transfer, or other documents, that the Company deems necessary or appropriate to transfer to and vest in the Company all right, title and interest in and to the such Proprietary Property and to evidence the Company's ownership of the such Proprietary Property, including, but not limited towithout limitation, taking all steps necessary to enable the Company to publish or protect the said Proprietary Property by patents or otherwise in any and all countries and to render all such assistance as the Company may require in any patent office proceeding or litigation involving the said Proprietary Property. Executive shall not, without limitation as to time or place, use any Proprietary Property except on Company business, during or after the Employment Term, nor disclose any Proprietary Property the same to any other Person, Person or individual except for disclosure in connection with on Company business or as may be required by law.