Common use of Ownership of Proprietary Rights Clause in Contracts

Ownership of Proprietary Rights. Agent agrees that SHP shall be the owner of all proprietary rights in and to any documentation, records, text and other works of authorship, data, databases, information, know-how, conceptions, discoveries, inventions, designs, symbols, names, procedures, methods, processes, improvements, products, prototypes, samples, trade secrets and other property and materials, tangible or intangible, whether or not patentable or registrable under copyright, patent or similar laws, within the foregoing: (i) furnished to Agent, or to which Agent is given access by SHP in connection with the performance of this Agreement; and/or (ii) conceived, reduced to practice, or otherwise created, authored, developed or generated in connection with performance of this Agreement by Agent either solely or jointly with SHP (collectively, the “Intellectual Property”). Agent shall not have any interest in such Intellectual Property. Accordingly, Agent hereby assigns to SHP all of Agent’s right, title and interest in and to the Intellectual Property. Agent further acknowledges its obligation to assist SHP or its designee, at SHP’s (or designee’s) expense, in every proper way to secure SHP’s, or its designee’s, rights in the Intellectual Property and any copyrights, patents, trademarks, moral rights or other intellectual property rights relating thereto. This obligation includes maintaining and preserving accurate and complete records of all pertinent information and data with respect thereto (“Records”), disclosing to SHP or its designee all Intellectual Property and Records, and executing all applications, specifications, oaths, assignments, recordations and instruments necessary to obtain, maintain and transfer such rights to SHP or its designee (or, if not transferable, to waive such rights). The parties further agree that nothing in this paragraph or in this Agreement shall limit SHP sole and exclusive intellectual property rights in and to its own data provided to Agent during the course of this Agreement.

Ownership of Proprietary Rights. Agent Solicitor Firm agrees that SHP shall be the owner of all proprietary rights in and to any documentation, records, text and other works of authorship, data, databases, information, know-how, conceptions, discoveries, inventions, designs, symbols, names, procedures, methods, processes, improvements, products, prototypes, samples, trade secrets and other property and materials, tangible or intangible, whether or not patentable or registrable registerable under copyright, patent or similar laws, within the foregoing: : (i) furnished to AgentSolicitor Firm, or to which Agent Solicitor Firm is given access by SHP in connection with the performance of this Agreement; and/or (ii) conceived, reduced to practice, or otherwise created, authored, developed or generated in connection with performance of this Agreement by Agent Solicitor Firm either solely or jointly with SHP (collectively, the “Intellectual Property”). Agent Solicitor Firm shall not have any interest in such Intellectual Property. Accordingly, Agent Solicitor Firm hereby assigns to SHP all of AgentSolicitor Firm’s right, title and interest in and to the Intellectual Property. Agent Solicitor Firm further acknowledges its obligation to assist SHP or its designee, at SHP’s (or designee’s) expense, in every proper way to secure SHP’s, or its designee’s, rights in the Intellectual Property and any copyrights, patents, trademarks, moral rights or other intellectual property rights relating thereto. This obligation includes maintaining and preserving accurate and complete records of all pertinent information and data with respect thereto (“Records”), disclosing to SHP or its designee all Intellectual Property and Records, and executing all applications, specifications, oaths, assignments, recordations and instruments necessary to obtain, maintain and transfer such rights to SHP or its designee (or, if not transferable, to waive such rights). The parties further agree that nothing in this paragraph or in this Agreement shall limit SHP sole and exclusive intellectual property rights in and to its own data provided to Agent Solicitor Firm during the course of this Agreement.

Ownership of Proprietary Rights. Agent 1. Augmedix agrees that SHP Sutter shall be the owner owners of all proprietary rights in and to any documentation, records, text and other works of authorship, data, metadata, databases, information, ideas, innovations, discoveries, inventions, compositions, know-how, conceptions, discoveries, inventions, designs, symbols, names, procedures, methods, processes, improvements, products, prototypes, samples, computer programs or routines (in object code or embedded format, regardless of the medium on which it resides), hardware and/or software configurations, translations, trade secrets and other property and materials, tangible or intangible, whether or not patentable or registrable under copyright, patent or similar laws, within the foregoing: (i) furnished to AgentAugmedix, or to which Agent Augmedix is given access by SHP Sutter in connection with the performance of this Agreement; and/or (ii) conceived, reduced to practice, or otherwise created, authored, developed or generated expressly set forth in connection with performance of this Agreement Exhibit A as specifically created for Sutter and owned by Agent either solely or jointly with SHP Sutter (collectively, the collectively “Intellectual Property”). Agent Augmedix shall not have any interest in such Intellectual PropertyProperty and may use such Intellectual Property only as necessary to perform under this Agreement. Accordingly, Agent Augmedix hereby assigns to SHP Sutter all of AgentAugmedix’s right, title and interest in and to the Intellectual Property. Agent Augmedix further acknowledges its obligation to assist SHP Sutter or its designee, at SHP’s Xxxxxx’x (or designee’s) expense, in every proper way to secure SHP’s, Xxxxxx’x or its designee’s, rights in the Intellectual Property and any copyrights, patents, trademarks, moral rights or other intellectual property rights relating thereto. This obligation includes maintaining and preserving accurate and complete records of all pertinent information and data with respect thereto (“Records”), disclosing to SHP Sutter or its designee all Intellectual Property and Records, and executing all applications, specifications, oaths, assignments, recordations and instruments necessary to obtain, maintain and transfer such rights to SHP Sutter or its designee (or, if not transferable, to waive such rights). The parties Parties further agree that nothing in this paragraph or in this Agreement shall limit SHP Xxxxxx’x sole and exclusive intellectual property rights in and to its own data (including metadata) provided to Agent or accessed by Augmedix, or developed or generated by Augmedix for Sutter in accordance with Section IV(B)(ii) above during the course of this Agreement. Except as expressly authorized by Sutter or as permitted herein, Augmedix may not use, aggregate or otherwise modify such data or metadata for Augmedix’s own use or for use with or by third parties. 2. Notwithstanding the foregoing: a) Sutter agrees that Augmedix shall be the owner of all proprietary rights in and to the Augmedix Solution (as defined in Exhibit B), and improvements thereof, and all associated intellectual or other proprietary rights. In addition, to the extent Sutter provides any suggestions, recommendation or other feedback to Augmedix with respect to the Augmedix Solution, Sutter hereby grants to Augmedix a non-exclusive, perpetual, non-terminable, non-revocable, royalty-free, sublicenseable license to use any such feedback in connection with the development or commercialization of Augmedix Solution. b) Augmedix and/or its vendors may collect, use and store data regarding the quality or performance of the Augmedix Solution or the applicable vendor’s component. Data to be collected are: bitrate, network quality, latency, packet loss, software stability, signaling attributes, frame rate, protocol used, picture quality, delay, jitter, hardware performance, A/V offset and processor use for aggregate assessment purposes. For clarity, Augmedix and/or its vendors are not precluded from using PHI for quality and control purposes in accordance with the terms of this Agreement or any Exhibit.

Ownership of Proprietary Rights. Agent Solicitor Firm agrees that SHP shall be the owner of all proprietary rights in and to any documentation, records, text and other works of authorship, data, databases, information, know-how, conceptions, discoveries, inventions, designs, symbols, names, procedures, methods, processes, improvements, products, prototypes, samples, trade secrets and other property and materials, tangible or intangible, whether or not patentable or registrable registerable under copyright, patent or similar laws, within the foregoing: (i) furnished to AgentSolicitor Firm, or to which Agent Solicitor Firm is given access by SHP in connection with the performance of this Agreement; and/or (ii) conceived, reduced to practice, or otherwise created, authored, developed or generated in connection with performance of this Agreement by Agent Solicitor Firm either solely or jointly with SHP (collectively, the “Intellectual Property”). Agent Solicitor Firm shall not have any interest in such Intellectual Property. Accordingly, Agent Solicitor Firm hereby assigns to SHP all of AgentSolicitor Firm’s right, title and interest in and to the Intellectual Property. Agent Solicitor Firm further acknowledges its obligation to assist SHP or its designee, at SHP’s (or designee’s) expense, in every proper way to secure SHP’s, or its designee’s, rights in the Intellectual Property and any copyrights, patents, trademarks, moral rights or other intellectual property rights relating thereto. This obligation includes maintaining and preserving accurate and complete records of all pertinent information and data with respect thereto (“Records”), disclosing to SHP or its designee all Intellectual Property and Records, and executing all applications, specifications, oaths, assignments, recordations and instruments necessary to obtain, maintain and transfer such rights to SHP or its designee (or, if not transferable, to waive such rights). The parties further agree that nothing in this paragraph or in this Agreement shall limit SHP sole and exclusive intellectual property rights in and to its own data provided to Agent Solicitor Firm during the course of this Agreement.Agreement.‌

Ownership of Proprietary Rights. Agent Solicitor Firm agrees that SHP shall be the owner of all proprietary rights in and to any documentation, records, text and other works of authorship, data, databases, information, know-how, conceptions, discoveries, inventions, designs, symbols, names, procedures, methods, processes, improvements, products, prototypes, samples, trade secrets and other property and materials, tangible or intangible, whether or not patentable or registrable registerable under copyright, patent or similar laws, within the foregoing: : (i) furnished to AgentSolicitor Firm, or to which Agent Solicitor Firm is given access by SHP in connection with the performance of this Agreement; and/or (ii) conceived, reduced to practice, or otherwise created, authored, developed or generated in connection with performance of this Agreement by Agent Solicitor Firm either solely or jointly with SHP (collectively, the “Intellectual Property”). Agent Solicitor Firm shall not have any interest in such Intellectual Property. Accordingly, Agent Solicitor Firm hereby assigns to SHP all of AgentSolicitor Firm’s right, title and interest in and to the Intellectual Property. Agent Solicitor Firm further acknowledges its obligation to assist SHP or its designee, at SHP’s (or designee’s) expense, in every proper way to secure SHP’s, or its designee’s, rights in the Intellectual Property and any copyrights, patents, trademarks, moral rights or other intellectual property rights relating thereto. This obligation includes maintaining and preserving accurate and complete records of all pertinent information and data with respect thereto (“Records”), disclosing to SHP or its designee all Intellectual Property and Records, and executing all applications, specifications, oaths, assignments, recordations and instruments necessary to obtain, maintain and transfer such rights to SHP or its designee (or, if not transferable, to waive such rights). The parties further agree that nothing in this paragraph or in this Agreement shall limit SHP sole and exclusive intellectual property rights in and to its own data provided to Agent Solicitor Firm during the course of this Agreement.Agreement.‌‌‌‌