Common use of Proprietary Information and Inventions Clause in Contracts

Proprietary Information and Inventions. All Proprietary Information and Inventions related to the Business shall be the sole property of the Company and its assigns, and the Company or its Business Partners, as the case may be, and their assigns shall be the sole owner of all patents, trademarks, service marks, copyrights and other rights (collectively referred to herein as “Rights”) pertaining to Proprietary Information and Inventions. I hereby assign to the Company, any rights I may have or acquire in Proprietary Information or Inventions or Rights pertaining to the Proprietary Information or Inventions which Rights arise in the course of my Employment. I further agree as to all Proprietary Information or Inventions to which Rights arise in the course of my Employment to reasonably assist the Company or any person designated by it in every proper way (but at the Company’s sole expense) to obtain and, from time to time, enforce Rights relating to said Proprietary Information or Inventions in any and all countries. I will execute all truthful and accurate documents reasonably necessary for use in applying for, obtaining and enforcing such Rights in such Proprietary Information or Inventions as the Company may desire, together with any assignments thereof to the Company or persons designated by it. My obligation to assist the Company or any person designated by it in obtaining and enforcing Rights relating to Proprietary Information or Inventions shall continue beyond the cessation of my Employment (“Cessation of my Employment”). I hereby acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of my Employment and which are protectable by copyright are “works for hire” as that term is defined in the United States Copyright Act (17 USCA, Section 101). Notwithstanding the foregoing, the Agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on my own time, and (1) which does not relate (a) directly to the business of the Company or (b) to the Company’s actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by me for the Company.

Proprietary Information and Inventions. All The Company, its Business Partners or their respective assigns, as the case may be, are and shall be the sole owner of all Proprietary Information and Inventions related to the Business shall be the sole property of the Company and its assigns, and the Company or its Business Partners, as the case may be, and their assigns shall be the sole owner of all patents, trademarks, service marks, copyrights copyrights, mask rights and other rights (collectively referred to herein as “Rights”) pertaining to any Proprietary Information and or Inventions. I hereby acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of my Engagement and which are protectable by copyright are “works for hire” as that term is defined in the United States Copyright Act (17 USCA, Section 101). I further hereby assign to the Company, any rights Rights I may have or acquire in Proprietary Information or Inventions or Rights pertaining to the any Proprietary Information or Inventions which Rights arise in the course of my EmploymentEngagement. I further agree as to all Proprietary Information or Inventions to which Rights arise in the course of my Employment to reasonably assist the Company or any person designated by it in every proper way (but at the Company’s sole expense) to obtain and, and from time to time, time enforce Rights relating to said Proprietary Information or Inventions in any and all countries. I will execute all truthful and accurate documents reasonably necessary for use in applying for, obtaining and enforcing such Rights in such Proprietary Information or Inventions as the Company may desire, together with any assignments thereof to the Company or persons designated by it. My obligation to assist the Company or any person designated by it in obtaining and enforcing Rights relating to Proprietary Information or Inventions shall continue beyond the cessation of my Employment Engagement (“Cessation of my EmploymentEngagement”). In the event the Company is unable, after reasonable effort, to secure my signature on any document or documents needed to apply for or enforce any Right relating to Proprietary Information or to an Invention, whether because of my physical or mental incapacity or for any other reason whatsoever, I hereby acknowledge that all original works of authorship that are made by me (solely or jointly with others) within irrevocably designate and appoint the scope of Company and its duly authorized officers and agents as my Employment agents and which are protectable by copyright are “works attorneys-in-fact to act for hire” as that term is defined and in my behalf and stead in the United States Copyright Act (17 USCA, Section 101). Notwithstanding execution and filing of any such application and in furthering the foregoing, application for and enforcement of Rights with the Agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the Company was used same legal force and which was developed entirely on my own time, and (1) which does not relate (a) directly to the business of the Company or (b) to the Company’s actual or demonstrably anticipated research or development, or (2) which does not result from any work effect as if such acts were performed by me for the Companyme.

Proprietary Information and Inventions. All Proprietary Information and Inventions related to the Business shall be the sole property of the Company and its assigns, and the Company or its Business Partners, as the case may be, and their assigns shall be the sole owner of all patents, trademarks, service marks, copyrights and other rights (collectively referred to herein as “"Rights”") pertaining to Proprietary Information and Inventions. I hereby assign to the Company, Company any rights I may have or acquire in Proprietary Information or Inventions or Rights pertaining to the Proprietary Information or Inventions which Rights arise in the course of my EmploymentEngagement. I further agree as to all Proprietary Information or Inventions to which Rights arise in the course of my Employment Engagement to reasonably assist the Company or any person designated by it in every proper way (but at the Company’s sole 's expense) to obtain and, and from time to time, time enforce Rights relating to said Proprietary Information or Inventions in any and all countries. I will execute all truthful and accurate documents reasonably necessary for use in applying for, obtaining and enforcing such Rights in such Proprietary Information or Inventions as the Company may desire, together with any assignments thereof to the Company or persons designated by it. My obligation to assist the Company or any person designated by it in obtaining and enforcing Rights relating to Proprietary Information or Inventions shall continue beyond the cessation of my Employment Engagement (“"Cessation of my Employment”Engagement). In the event the Company is unable, after reasonable effort, to secure my signature on any document or documents needed to apply for or enforce any Right relating to Proprietary Information or to an Invention, whether because of my physical or mental incapacity or for any other reason whatsoever, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agents and attorneys-in-fact to act for and in my behalf and stead in the execution and filing of any such application and in furthering the application for and enforcement of Rights with the same legal force and effect as if such acts were performed by me. I hereby acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of my Employment Engagement and which are protectable by copyright are “"works for hire” " as that term is defined in the United States Copyright Act (17 USCA, Section 101). Notwithstanding the foregoing, the Agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on my own time, and (1) which does not relate (a) directly to the business of the Company or (b) to the Company’s actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by me for the Company.

Proprietary Information and Inventions. Executive understands and acknowledges that the Company possesses and will continue to possess information that has been created, discovered, or developed by, or otherwise become known to, the Company (including, without limitation, information created, discovered, developed or made known to by Executive during the period of or arising out of my employment by the Company) or in which property rights have been or may be assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged and is treated by the Company as confidential. Except as otherwise herein provided, all such information is hereinafter called "Proprietary Information", which term, as used herein, shall also include, but shall not be limited to, data, functional specifications, computer programs, know-how, research, technology, improvements, developments, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, franchises, prices, costs, and customer, supplier and potential acquisition candidates lists. Notwithstanding anything contained in this Agreement to the contrary, the term "Proprietary Information" shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault of Executive, (iii) information which Executive can demonstrate was in Executive's possession at the time of disclosure and was not acquired by Executive directly or indirectly from any of the Company on a confidential basis, (iv) information which becomes available to Executive on a non-confidential basis from a source other than any of the Company and which source, to the best of Executive's knowledge, did not acquire the information on a confidential basis or (v) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information and Inventions related to the Business shall be the sole property of the Company and its their respective assigns, and . Executive assigns to the Company or its Business Partners, as the case may be, and their assigns shall be the sole owner of all patents, trademarks, service marks, copyrights and other rights (collectively referred to herein as “Rights”) pertaining to Proprietary Information and Inventions. I hereby assign to the Company, any rights I Executive may have or acquire in such Proprietary Information. At all times, both during Executive's employment by the Company and after its termination, Executive shall keep in strictest confidence and trust all Proprietary Information, and Executive shall not use or disclose any Proprietary Information or Inventions or Rights pertaining to without the Proprietary Information or Inventions which Rights arise written consent of the Company, except as may be necessary in the ordinary course of my Employment. I further agree performing Executive's duties as to all Proprietary Information or Inventions to which Rights arise in the course an Executive of my Employment to reasonably assist the Company or any person designated by it in every proper way (but at the Company’s sole expense) to obtain and, from time to time, enforce Rights relating to said Proprietary Information or Inventions in any and all countries. I will execute all truthful and accurate documents reasonably necessary for use in applying for, obtaining and enforcing such Rights in such Proprietary Information or Inventions as the Company may desire, together with any assignments thereof to the Company or persons designated by it. My obligation to assist the Company or any person designated by it in obtaining and enforcing Rights relating to Proprietary Information or Inventions shall continue beyond the cessation of my Employment (“Cessation of my Employment”). I hereby acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of my Employment and which are protectable by copyright are “works for hire” as that term is defined in the United States Copyright Act (17 USCA, Section 101). Notwithstanding the foregoing, the Agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on my own time, and (1) which does not relate (a) directly to the business of the Company or (b) to the Company’s actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by me for the Company.

Proprietary Information and Inventions. All The Company, its Business Partners or their respective assigns, as the case may be, are and shall be the sole owner of all Proprietary Information and Inventions related to the Business shall be the sole property of the Company and its assigns, and the Company or its Business Partners, as the case may be, and their assigns shall be the sole owner of all patents, trademarks, service marks, copyrights copyrights, mask rights and other rights (collectively referred to herein as “Rights”) pertaining to any Proprietary Information and or Inventions. I hereby acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of my Engagement and which are protectable by copyright are “works for hire” as that term is defined in the United States Copyright Act (17 USCA, Section 101). I further hereby assign to the Company, any rights Rights I may have or acquire in Proprietary Information or Inventions or Rights pertaining to the any Proprietary Information or Inventions which Rights arise in the course of my EmploymentEngagement. I further agree as to all Proprietary Information or Inventions to which Rights arise in the course of my Employment to reasonably assist the Company or any person designated by it in every proper way (but at the Company’s sole 's expense) to obtain and, and from time to time, time enforce Rights relating to said Proprietary Information or Inventions in any and all countries. I will execute all truthful and accurate documents reasonably necessary for use in applying for, obtaining and enforcing such Rights in such Proprietary Information or Inventions as the Company may desire, together with any assignments thereof to the Company or persons designated by it. My obligation to assist the Company or any person designated by it in obtaining and enforcing Rights relating to Proprietary Information or Inventions shall continue beyond the cessation of my Employment Engagement (“Cessation of my EmploymentEngagement”). In the event the Company is unable, after reasonable effort, to secure my signature on any document or documents needed to apply for or enforce any Right relating to Proprietary Information or to an Invention, whether because of my physical or mental incapacity or for any other reason whatsoever, I hereby acknowledge that all original works of authorship that are made by me (solely or jointly with others) within irrevocably designate and appoint the scope of Company and its duly authorized officers and agents as my Employment agents and which are protectable by copyright are “works attorneys-in-fact to act for hire” as that term is defined and in my behalf and stead in the United States Copyright Act (17 USCA, Section 101). Notwithstanding execution and filing of any such application and in furthering the foregoing, application for and enforcement of Rights with the Agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the Company was used same legal force and which was developed entirely on my own time, and (1) which does not relate (a) directly to the business of the Company or (b) to the Company’s actual or demonstrably anticipated research or development, or (2) which does not result from any work effect as if such acts were performed by me for the Companyme.

Proprietary Information and Inventions. All Proprietary Information and Inventions related to the Business shall be the sole property of the Company and its assigns, and the Company or its Business Partners, as the case may be, and their assigns shall be the sole owner of all patents, trademarks, service marks, copyrights and other rights (collectively referred to herein as “Rights”) pertaining to Proprietary Information and Inventions. I hereby assign to the Company, Company any rights I may have or acquire in Proprietary Information or and/or Inventions or and/or Rights pertaining to the Proprietary Information or and/or Inventions which Rights arise in the course of my EmploymentEngagement. I further agree as to all Proprietary Information or and/or Inventions to which Rights arise in the course of my Employment Engagement to reasonably assist the Company or any person entity designated by it in every proper way (but at the Company’s sole expense) to obtain and, and from time to time, time enforce Rights relating to said Proprietary Information or and/or Inventions in any and all countries. I will execute all truthful and accurate documents reasonably necessary for use in applying for, obtaining and enforcing such Rights in such Proprietary Information or and/or Inventions as the Company may desire, together with any assignments thereof to the Company or persons entities designated by it. My obligation to assist the Company or any person entity designated by it in obtaining and enforcing Rights relating to Proprietary Information or and/or Inventions shall continue beyond the cessation of my Employment Engagement (“Cessation of my Employment”Engagement). In the event the Company is unable, after reasonable effort, to secure my signature on any document or documents needed to apply for or enforce any Right relating to Proprietary Information and/or to an Invention, whether because of my physical or mental incapacity or for any other reason whatsoever, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agents and attorneys-in-fact to act for and in my behalf and stead in the execution and filing of any such application and in furthering the application for and enforcement of Rights with the same legal force and effect as if such acts were performed by me. I hereby acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of my Employment Engagement and which are protectable by copyright are “works for hire” as that term is defined in the United States Copyright Act (17 USCA, Section 101). Notwithstanding the foregoing, the Agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on my own time, and (1) which does not relate (a) directly to the business of the Company or (b) to the Company’s actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by me for the Company.

Proprietary Information and Inventions. (a) All Proprietary Information and Inventions related to the Business shall be the sole property of the Company and its assigns, and the Company or its Business Partners, as the case may be, and their assigns shall be the sole owner of all patents, trademarks, service marks, copyrights and other rights (collectively referred to herein as “Rights”) pertaining to Proprietary Information and Inventions. I hereby assign to the Company, Company any rights I may have or acquire in Proprietary Information or Inventions or Rights pertaining to the Proprietary Information or Inventions which Rights arise in the course of my Employment. I further agree as to all Proprietary Information or Inventions to which Rights arise in the course of my Employment to reasonably assist the Company or any person designated by it in every proper way (but at the Company’s sole expense) to obtain and, and from time to time, time enforce Rights relating to said Proprietary Information or Inventions in any and all countries. I will execute all truthful and accurate documents reasonably necessary for use in applying for, obtaining and enforcing such Rights in such Proprietary Information or Inventions as the Company may desire, together with any assignments thereof to the Company or persons designated by it. My obligation to assist the Company or any person designated by it in obtaining and enforcing Rights relating to Proprietary Information or Inventions shall continue beyond the cessation of my Employment (“Cessation employment. In the event the Company is unable, after reasonable effort, to secure my signature on any document or documents needed to apply for or enforce any Right relating to Proprietary Information or to an Invention, whether because of my Employment”)physical or mental incapacity or for any other reason whatsoever, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agents and attorneys-in-fact to act for and in my behalf and stead in the execution and filing of any such application and in furthering the application for and enforcement of Rights with the same legal force and effect as if such acts were performed by me. I hereby acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of my Employment employment and which are protectable by copyright are “works for hire” as that term is defined in the United States Copyright Act (17 USCA, Section 101). Notwithstanding the foregoing, the Agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on my own time, and (1) which does not relate (a) directly to the business of the Company or (b) to the Company’s actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by me for the Company.

Proprietary Information and Inventions. All Proprietary Information and Inventions related to the Business shall be the sole property of the Company and its assigns, and the Company or its Business Partners, as the case may be, and their assigns shall be the sole owner of all patents, trademarks, service marks, copyrights and other rights (collectively referred to herein as “Rights”) pertaining to Proprietary Information and Inventions. I hereby assign to the Company, any rights I may have or acquire in Proprietary Information or Inventions or Rights pertaining to the Proprietary Information or Inventions which Rights arise in the course of my EmploymentEngagement. I further agree as to all Proprietary Information or Inventions to which Rights arise in the course of my Employment Engagement to reasonably assist the Company or any person designated by it in every proper way (but at the Company’s sole expense) to obtain and, and from time to time, time enforce Rights relating to said Proprietary Information or Inventions in any and all countries. I will execute all truthful and accurate documents reasonably necessary for use in applying for, obtaining and enforcing such Rights in such Proprietary Information or Inventions as the Company may desire, together with any assignments thereof to the Company or persons designated by it. My obligation to assist the Company or any person designated by it in obtaining and enforcing Rights relating to Proprietary Information or Inventions shall continue beyond the cessation of my Employment Engagement (“Cessation of my EmploymentEngagement”). In the event the Company is unable, after reasonable effort, to secure my signature on any document or documents needed to apply for or enforce any Right relating to Proprietary Information or to an Invention, whether because of my physical or mental incapacity or for any other reason whatsoever, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agents and attorneys-in-fact to act for and in my behalf and stead in the execution and filing of any such application and in furthering the application for and enforcement of Rights with the same legal force and effect as if such acts were performed by me. I hereby acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of my Employment Engagement and which are protectable by copyright are “works for hire” as that term is defined in the United States Copyright Act (17 USCA, Section 101). Notwithstanding the foregoing, the Agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on my own time, and (1) which does not relate (a) directly to the business of the Company or (b) to the Company’s actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by me for the Company.

Proprietary Information and Inventions. All The Company, its Business Partners or their respective assigns, as the case may be, are and shall be the sole owner of all Proprietary Information and Inventions related to the Business shall be the sole property of the Company and its assigns, and the Company or its Business Partners, as the case may be, and their assigns shall be the sole owner of all patents, trademarks, service marks, copyrights copyrights, mask rights and other rights (collectively referred to herein as “"Rights”") pertaining to any Proprietary Information and or Inventions. I hereby acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of my Engagement and which are protectable by copyright are "works for hire" as that term is defined in the United States Copyright Act (17 USCA, Section 101). I further hereby assign to the Company, any rights Rights I may have or acquire in Proprietary Information or Inventions or Rights pertaining to the any Proprietary Information or Inventions which Rights arise in the course of my EmploymentEngagement. I further agree as to all Proprietary Information or Inventions to which Rights arise in the course of my Employment to reasonably assist the Company or any person designated by it in every proper way (but at the Company’s sole 's expense) to obtain and, and from time to time, time enforce Rights relating to said Proprietary Information or Inventions in any and all countries. I will execute all truthful and accurate documents reasonably necessary for use in applying for, obtaining and enforcing such Rights in such Proprietary Information or Inventions as the Company may desire, together with any assignments thereof to the Company or persons designated by it. My obligation to assist the Company or any person designated by it in obtaining and enforcing Rights relating to Proprietary Information or Inventions shall continue beyond the cessation of my Employment Engagement (“"Cessation of my Employment”Engagement"). In the event the Company is unable, after reasonable effort, to secure my signature on any document or documents needed to apply for or enforce any Right relating to Proprietary Information or to an Invention, whether because of my physical or mental incapacity or for any other reason whatsoever, I hereby acknowledge that all original works of authorship that are made by me (solely or jointly with others) within irrevocably designate and appoint the scope of Company and its duly authorized officers and agents as my Employment agents and which are protectable by copyright are “works attorneys-in-fact to act for hire” as that term is defined and in my behalf and stead in the United States Copyright Act (17 USCA, Section 101). Notwithstanding execution and filing of any such application and in furthering the foregoing, application for and enforcement of Rights with the Agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the Company was used same legal force and which was developed entirely on my own time, and (1) which does not relate (a) directly to the business of the Company or (b) to the Company’s actual or demonstrably anticipated research or development, or (2) which does not result from any work effect as if such acts were performed by me for the Companyme.

Proprietary Information and Inventions. All Proprietary Information and Inventions related to the Business shall be the sole property of the Company and its assigns, and the Company or its Business Partners, as the case may be, and their assigns shall be the sole owner of all patents, trademarks, service marks, copyrights and other rights (collectively referred to herein as “Rights”x. XXXXXX'x interest in: i) pertaining to Proprietary Information and Inventions. I hereby assign to the Company, any rights I may have or acquire in Proprietary Information or Inventions or Rights pertaining to the Proprietary Information or Inventions which Rights arise in the course of my Employment. I further agree as to all Proprietary Information or Inventions to which Rights arise in the course of my Employment to reasonably assist the Company or any person designated by it in every proper way (but at the Company’s sole expense) to obtain and, from time to time, enforce Rights relating to said Proprietary Information or Inventions in any Any and all countries. I will execute all truthful inventions, improvements and accurate documents reasonably necessary for use in applying forideas (whether or not patentable or copyrightable) which XXXXXX has made or conceived, obtaining and enforcing such Rights in such Proprietary Information or Inventions as the Company which she may desiremake or conceive, together with any assignments thereof to the Company or persons designated by it. My obligation to assist the Company or any person designated by it in obtaining and enforcing Rights relating to Proprietary Information or Inventions shall continue beyond the cessation of my Employment (“Cessation of my Employment”). I hereby acknowledge that all original works of authorship that are made by me (either solely or jointly with others, at any time during the term of this Agreement; and ii) within Any suggestion, proposal, writing, drawing and the scope like of my Employment any sort whatsoever, including any interest in any copyright or patent, which XXXXXX creates or assists in creating during her engagement with or provision of services to CiDRA; which is a Competitive Business as defined above (including the businesses of its affiliates) shall be the exclusive property of CiDRA, its successors, assignees, or nominees. (The items specified above in this Section 7.a. are hereinafter collectively called "Proprietary Subject Matter"). XXXXXX shall fully and promptly disclose to CiDRA all Proprietary Subject Matter made or conceived during the term of XXXXXX'x employment. XXXXXX shall not knowingly or intentionally assign or otherwise relinquish any rights in such Proprietary Subject Matter to any third party without the prior written consent of the Board. b. At the request and expense of CiDRA, but without further compensation to XXXXXX beyond the provisions of this Agreement, XXXXXX shall promptly consent to such acts and execute, acknowledge and deliver all such papers, including without limitation patent and copyright applications, as may be necessary or desirable in the sole discretion of CiDRA, to obtain, to protect, to maintain, or to vest in CiDRA the entire right, title and interest in and to Proprietary Subject Matter, and in and to any patent applications, patents, copyright applications, copyrights, or other proprietary rights of any kind relating thereto, in all countries of the world; including rendering such assistance as CiDRA may request, at CiDRA's expense, in any future contemplated or pending litigation, Patent Office proceeding, or other proceeding. x. XXXXXX will not knowingly or negligently disclose, or cause others to disclose to CiDRA or any of its affiliates, or induce CiDRA or any of its affiliates to use, any information or material which is the property of other individuals or companies and which are protectable by copyright are “works for hire” there is any reason to believe is of proprietary or confidential nature, except with the consent of the owners of such information or material. d. Since the services which XXXXXX is rendering to CiDRA will include, and XXXXXX shall have access to, CiDRA's knowledge and information of private or confidential or secret nature, XXXXXX shall not during, or after, the term of this Agreement, except as that term is defined reasonably required in the United States Copyright Act (17 USCAnormal course of CiDRA's business or as authorized in writing by the Board, Section 101). Notwithstanding the foregoingpublish, the Agreement does not apply disclose or make use of, or authorize anyone else to an invention for publish, to disclose or otherwise make use of, any such knowledge or information, whether of a technical or of a non-technical nature, which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on my own time, and (1) which does not relate (a) directly in any way relates to the business design, construction, manufacture or sale of the Company CiDRA's services or (b) products. e. All documents, written information and other terms including but not limited to notes, sketches, manuals, blueprints, notebooks, products, tools, fixtures, records and information relating to the Company’s actual services or demonstrably anticipated research products of CiDRA or developmentits subsidiaries, made or obtained by XXXXXX through XXXXXX'x provision of services to, or employment by CiDRA, shall be the exclusive property of CiDRA and shall be delivered by XXXXXX to CiDRA upon termination of this Agreement (2) which does not result from whether such termination is caused by an act of CiDRA or by XXXXXX or by any work performed other act), or any other time as requested by me for the CompanyCiDRA.

Proprietary Information and Inventions. All Proprietary Information and Inventions related to the Business shall be the sole property of the Company and its assigns, and the Company or its Business Partners, as the case may be, and their assigns shall be the sole owner of all patents, trademarks, service marks, copyrights and other rights (collectively referred to herein as “Rights”) pertaining to Proprietary Information and Inventions. I hereby assign to the Company, Company any rights I may have or acquire in Proprietary Information or and/or Inventions or and/or Rights pertaining to the Proprietary Information or and/or Inventions which Rights arise in the course of my EmploymentEngagement. I further agree as to all Proprietary Information or and/or Inventions to which Rights arise in the course of my Employment Engagement to reasonably assist the Company or any person entity designated by it in every proper way (but at the Company’s sole expense) to obtain and, and from time to time, time enforce Rights relating to said Proprietary Information or and/or Inventions in any and all countries. I will execute all truthful and accurate documents reasonably necessary for use in applying for, obtaining and enforcing such Rights in such Proprietary Information or and/or Inventions as the Company may desire, together with any assignments thereof to the Company or persons entities designated by it. My obligation to assist the Company or any person entity designated by it in obtaining and enforcing Rights relating to Proprietary Information or and/or Inventions shall continue beyond the cessation of my Employment Engagement (“Cessation of my EmploymentEngagement”). In the event the Company is unable, after reasonable effort, to secure my signature on any document or documents needed to apply for or enforce any Right relating to Proprietary Information and/or to an Invention, whether because of my physical or mental incapacity or for any other reason whatsoever, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agents and attorneys-in-fact to act for and in my behalf and stead in the execution and filing of any such application and in furthering the application for and enforcement of Rights with the same legal force and effect as if such acts were performed by me. I hereby acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of my Employment Engagement and which are protectable by copyright are “works for hire” as that term is defined in the United States Copyright Act (17 USCA, Section 101). Notwithstanding the foregoing, the Agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on my own time, and (1) which does not relate (a) directly to the business of the Company or (b) to the Company’s actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by me for the Company.

Proprietary Information and Inventions. (a) The Executive acknowledges that the Company is engaged in a continuous program of research, development and production respecting its business, present and future, including fields generally related to its business and that the Company possesses and will continue to possess information that has been created by, discovered or developed by, or made known to the Executive during the period of or arising out of his employment by the Company and/or in which property rights have been assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged. All of the aforementioned information is hereinafter called "Proprietary Information." By the way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, formulas, data, know-how, software programs, improvements, inventions, techniques, marketing plans, strategies, forecasts, computer programs, copyrightable material, and customer lists. (b) All Proprietary Information shall be the sole property of the Company and Inventions related its assignees, and the Company and its assigns shall be the sole owner of all patents and other rights in connection therewith. The Executive hereby assigns to the Business Company any rights he may have or acquire in such Proprietary Information, as well as any rights he may have to the patents and patents "pending" listed in the attached Exhibit "A." At all times, both during his employment by the Company and after its termination, the Executive will keep in confidence and trust all Proprietary Information, and will not use or disclose any Proprietary Information or anything relating to it without the written consent of the Company, except as may be necessary in the ordinary course of performing his duties to the Company. (c) All documents, records, apparatus, equipment and other physical property, whether or not pertaining to Proprietary Information, furnished to the Executive by the Company or produced by the Executive or others in connection with his employment shall be and remain the sole property to the Company and shall be returned to it immediately as and when requested by the Company. Even if the Company does not so request, the Executive shall return and deliver all such property upon termination of his employment for any reason and the Executive will not take with him any such property or any reproduction of such property upon such termination. (d) The Executive will promptly disclose to the Company, or any persons designated by it, all improvements, inventions, formulas, ideas, processes, techniques, know-how and data, whether or not patentable, made or conceived of reduced to practice or learned by the Executive, either alone or jointly with others, during the term of his employment (all said improvements, inventions, formulas, ideas, processes, techniques, know-how and data shall be hereinafter collectively called "Inventions"). (e) The Executive agrees that all Inventions which he developed (in whole or in part, either alone or jointly with others) and (I) used the equipment, supplies, facilities or trade secret information of the Company, or (II) used the hours for which he was compensated by the Company, or (III) which relates to the business of the Company or its actual or demonstrably anticipated research and development or (1V) which results, in whole or in part, from work performed by him for the Company, shall be the sole property of the Company and its assigns, and the Company or and its Business Partners, as the case may be, and their assigns shall be the sole owner of all patents, trademarks, service marks, copyrights patents and other rights (collectively referred to herein as “Rights”) pertaining to Proprietary Information and Inventionsin connection therewith. I The Executive hereby assign assigns to the Company, Company any rights I he may have or acquire acquires in Proprietary Information or Inventions or Rights pertaining to the Proprietary Information or Inventions which Rights arise in the course of my Employmentsuch Inventions. I The Executive further agree agrees as to all Proprietary Information or such Inventions to which Rights arise in the course of my Employment to reasonably assist the Company or any person designated by it in every proper way (way, but at the Company’s sole 's expense) ; to obtain and, and from time-to-time to time, enforce Rights relating to patents on said Proprietary Information or Inventions in any and all countries. I , and to that end, the Executive will execute all truthful and accurate documents reasonably necessary for use in applying for, for and obtaining such patents and copyrights thereon and enforcing such Rights in such Proprietary Information or Inventions same, as the Company may desire, together with any assignments thereof to the Company or persons designated by it. My The Executive's obligation to assist the Company or any person designated by it in obtaining and enforcing Rights relating to Proprietary Information or patents for such Inventions in any and all countries shall continue beyond the cessation termination of my Employment his employment, but the Company shall compensate the Executive at a reasonable and mutually agreed upon rate after such termination for time actually spent by the Executive at the Company's request on such assistance. In the event that the Company is unable for any reason whatsoever to secure the Executive's signature to any lawful and necessary document required to apply for or execute any patent applications with respect to such an Invention (“Cessation of my Employment”including renewals, extensions, continuations, divisions or continuations in part thereof). I hereby acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of my Employment and which are protectable by copyright are “works for hire” as that term is defined in the United States Copyright Act (17 USCA, Section 101). Notwithstanding the foregoing, the Agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of Executive irrevocably designates and appoints the Company was used and which was developed entirely on my own timeits duly authorized officers and agents, as his agents and attorneys-in-fact to act for and in his behalf and instead of him, to execute and file any such application to do all other lawfully permitted acts to further the prosecution and issuance of patents thereon with the same legal force and effect as if executed by the Executive. (f) The Executive represents to the best of his knowledge that his performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by him in confidence or in trust prior to his employment by the Company. The Executive has not entered into, and (1) which does agrees he will not relate (a) directly to the business of the Company enter into, any agreement either written or (b) to the Company’s actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by me for the Companyoral in conflict herewith.

Proprietary Information and Inventions. (a) The Executive acknowledges that the Company is engaged in a continuous program of research, development and production respecting its business, present and future, including fields generally related to its business and that the Company possesses and will continue to possess information that has been created by, discovered or developed by, or made known to the Executive during the period of or arising out of his employment by the Company and/or in which property rights have been assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged. All of the aforementioned information is hereinafter called "Proprietary Information." By the way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, formulas, data, know-how, software programs, improvements, inventions, techniques, marketing plans, strategies, forecasts, computer programs, copyrightable material, and customer lists. (b) All Proprietary Information shall be the sole property of the Company and Inventions related its assignees, and the Company and its assigns shall be the sole owner of all patents and other rights in connection therewith. The Executive hereby assigns to the Business Company any rights he may have or acquire in such Proprietary Information, as well as any rights he may have to the patents and patents "pending" listed in the attached Exhibit "A." At all times, both during his employment by the Company and after its termination, the Executive will keep in confidence and trust all Proprietary Information, and will not use or disclose any Proprietary Information or anything relating to it without the written consent of the Company, except as may be necessary in the ordinary course of performing his duties to the Company. (c) All documents, records, apparatus, equipment and other physical property, whether or not pertaining to Proprietary Information, furnished to the Executive by the Company or produced by the Executive or others in connection with his employment shall be and remain the sole property to the Company and shall be returned to it immediately as and when requested by the Company. Even if the Company does not so request, the Executive shall return and deliver all such property upon termination of his employment for any reason and the Executive will not take with him any such property or any reproduction of such property upon such termination. (d) The Executive will promptly disclose to the Company, or any persons designated by it, all improvements, inventions, formulas, ideas, processes, techniques, know-how and data, whether or not patentable, made or conceived of reduced to practice or learned by the Executive, either alone or jointly with others, during the term of his employment (all said improvements, inventions, formulas, ideas, processes, techniques, know-how and data shall be hereinafter collectively called "Inventions"). (e) The Executive agrees that all Inventions which he developed (in whole or in part, either alone or jointly with others) and (I) used the equipment, supplies, facilities or trade secret information of the Company, or (II) used the hours for which he was compensated by the Company, or (III) which relates to the business of the Company or its actual or demonstrably anticipated research and development or (IV) which results, in whole or in part, from work performed by him for the Company, shall be the sole property of the Company and its assigns, and the Company or and its Business Partners, as the case may be, and their assigns shall be the sole owner of all patents, trademarks, service marks, copyrights patents and other rights (collectively referred to herein as “Rights”) pertaining to Proprietary Information and Inventionsin connection therewith. I The Executive hereby assign assigns to the Company, Company any rights I he may have or acquire acquires in Proprietary Information or Inventions or Rights pertaining to the Proprietary Information or Inventions which Rights arise in the course of my Employmentsuch Inventions. I The Executive further agree agrees as to all Proprietary Information or such Inventions to which Rights arise in the course of my Employment to reasonably assist the Company or any person designated by it in every proper way (way, but at the Company’s sole 's expense) ; to obtain and, and from time-to-time to time, enforce Rights relating to patents on said Proprietary Information or Inventions in any and all countries. I , and to that end, the Executive will execute all truthful and accurate documents reasonably necessary for use in applying for, for and obtaining such patents and copyrights thereon and enforcing such Rights in such Proprietary Information or Inventions same, as the Company may desire, together with any assignments thereof to the Company or persons designated by it. My The Executive's obligation to assist the Company or any person designated by it in obtaining and enforcing Rights relating to Proprietary Information or patents for such Inventions in any and all countries shall continue beyond the cessation termination of my Employment his employment, but the Company shall compensate the Executive at a reasonable and mutually agreed upon rate after such termination for time actually spent by the Executive at the Company's request on such assistance. In the event that the Company is unable for any reason whatsoever to secure the Executive's signature to any lawful and necessary document required to apply for or execute any patent applications with respect to such an Invention (“Cessation of my Employment”including renewals, extensions, continuations, divisions or continuations in part thereof). I hereby acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of my Employment and which are protectable by copyright are “works for hire” as that term is defined in the United States Copyright Act (17 USCA, Section 101). Notwithstanding the foregoing, the Agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of Executive irrevocably designates and appoints the Company was used and which was developed entirely on my own timeits duly authorized officers and agents, as his agents and attorneys-in-fact to act for and in his behalf and instead of him, to execute and file any such application to do all other lawfully permitted acts to further the prosecution and issuance of patents thereon with the same legal force and effect as if executed by the Executive. (f) The Executive represents to the best of his knowledge that his performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by him in confidence or in trust prior to his employment by the Company. The Executive has not entered into, and (1) which does agrees he will not relate (a) directly to the business of the Company enter into, any agreement either written or (b) to the Company’s actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by me for the Companyoral in conflict herewith.

Proprietary Information and Inventions. All The Company, its Business Partners or their respective assigns, as the case may be, are and shall be the sole owner of all Proprietary Information and Inventions related to the Business shall be the sole property of the Company and its assigns, and the Company or its Business Partners, as the case may be, and their assigns shall be the sole owner of all patents, trademarks, service marks, copyrights copyrights, mask rights and other rights (collectively referred to herein as “Rights”) pertaining to any Proprietary Information and or Inventions. I hereby acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of my Engagement and which are protectable by copyright are “works for hire” as that term is defined in the United States Copyright Act (17 USCA, Section 101). I further hereby assign to the Company, any rights Rights I may have or acquire in Proprietary Information or Inventions or Rights pertaining to the any Proprietary Information or Inventions which Rights arise in the course of my EmploymentEngagement. I further agree as to all Proprietary Information or Inventions to which Rights arise in the course of my Employment to reasonably assist the Company or any person designated by it in every proper way (but at the Company’s sole expense) to obtain and, and from time to time, time enforce Rights relating to said Proprietary Information or Inventions in any and all countries. I will execute all truthful and accurate documents reasonably necessary for use in applying for, obtaining and enforcing such Rights in such Proprietary Information or Inventions as the Company may desire, together with any assignments thereof to the Company or persons designated by it. My obligation to assist the Company or any person designated by it in obtaining and enforcing Rights relating to Proprietary Information or Inventions shall continue beyond the cessation of my Employment Engagement (“Cessation of my EmploymentEngagement”), and the Company and I will schedule such assistance following the Cessation of my Engagement at mutually convenient times and in mutually convenient locations. In the event the Company is unable, after reasonable effort, to secure my signature on any document or documents needed to apply for or enforce any Right relating to Proprietary Information or to an Invention, whether because of my physical or mental incapacity or for any other reason whatsoever, I hereby acknowledge that all original works of authorship that are made by me (solely or jointly with others) within irrevocably designate and appoint the scope of Company and its duly authorized officers and agents as my Employment agents and which are protectable by copyright are “works attorneys-in-fact to act for hire” as that term is defined and in my behalf and stead in the United States Copyright Act (17 USCA, Section 101). Notwithstanding execution and filing of any such application and in furthering the foregoing, application for and enforcement of Rights with the Agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the Company was used same legal force and which was developed entirely on my own time, and (1) which does not relate (a) directly to the business of the Company or (b) to the Company’s actual or demonstrably anticipated research or development, or (2) which does not result from any work effect as if such acts were performed by me for the Companyme.

Proprietary Information and Inventions. All The Company, its Business Partners or their respective assigns, as the case may be, are and shall be the sole owner of all Proprietary Information and Inventions related to the Business shall be the sole property of the Company and its assigns, and the Company or its Business Partners, as the case may be, and their assigns shall be the sole owner of all patents, trademarks, service marks, copyrights copyrights, mask rights and other rights (collectively referred to herein as “Rights”) pertaining to any Proprietary Information and or Inventions. I hereby acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of my Engagement and which are protectable by copyright are “works for hire” as that term is defined in the United States Copyright Act (17 USCA, Section 101). I further hereby assign to the Company, any rights Rights I may have or acquire in Proprietary Information or Inventions or Rights pertaining to the any Proprietary Information or Inventions which Rights arise in the course of my EmploymentEngagement. Consistent with the third paragraph of this agreement and without limitation thereof, it is expressly agreed and acknowledged by Company that no services to be performed by me in my employ by Company shall include work within the Scope as that term is defined in the License Agreement of even date herewith between Hitachi Chemical Corporation, Ltd. and PCT, LLC, a Caladrius Company (“PCT”) and that any such Inventions or Proprietary Information within the Scope is, and shall be, solely owned by PCT. I further agree as to all Proprietary Information or Inventions to which Rights arise in the course of my Employment to reasonably assist the Company or any person designated by it in every proper way (but at the Company’s sole expense) to obtain and, and from time to time, time enforce Rights relating to said Proprietary Information or Inventions in any and all countries. I will execute all truthful and accurate documents reasonably necessary for use in applying for, obtaining and enforcing such Rights in such Proprietary Information or Inventions as the Company may desire, together with any assignments thereof to the Company or persons designated by it. My obligation to assist the Company or any person designated by it in obtaining and enforcing Rights relating to Proprietary Information or Inventions shall continue beyond the cessation of my Employment Engagement (“Cessation of my EmploymentEngagement”). In the event the Company is unable, after reasonable effort, to secure my signature on any document or documents needed to apply for or enforce any Right relating to Proprietary Information or to an Invention, whether because of my physical or mental incapacity or for any other reason whatsoever, I hereby acknowledge that all original works of authorship that are made by me (solely or jointly with others) within irrevocably designate and appoint the scope of Company and its duly authorized officers and agents as my Employment agents and which are protectable by copyright are “works attorneys-in-fact to act for hire” as that term is defined and in my behalf and stead in the United States Copyright Act (17 USCA, Section 101). Notwithstanding execution and filing of any such application and in furthering the foregoing, application for and enforcement of Rights with the Agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the Company was used same legal force and which was developed entirely on my own time, and (1) which does not relate (a) directly to the business of the Company or (b) to the Company’s actual or demonstrably anticipated research or development, or (2) which does not result from any work effect as if such acts were performed by me for the Companyme.

Proprietary Information and Inventions. All Proprietary Information and Inventions related to the Business shall be the sole property of the Company and its assigns, and the Company or its Business Partners, as the case may be, and their assigns shall be the sole owner of all patents, trademarks, service marks, copyrights and other rights (collectively referred to herein as “Rights”) pertaining to Proprietary Information and Inventions. I hereby assign to the Company, any rights I may have or acquire in Proprietary Information or Inventions or Rights pertaining to the Proprietary Information or Inventions which Rights arise in the course of my EmploymentEngagement. I further agree as to all Proprietary Information or Inventions to which Rights arise in the course of my Employment Engagement to reasonably assist the Company or any person designated by it in every proper way (but at the Company’s sole expense) to obtain and, and from time to time, time enforce Rights relating to said Proprietary Information or Inventions in any and all countries. I will execute all truthful and accurate documents reasonably necessary for use in applying for, obtaining and enforcing such Rights in such Proprietary Information or Inventions as the Company may desire, together with any assignments thereof to the Company or persons designated by it. My obligation to assist the Company or any person designated by it in obtaining and enforcing Rights relating to Proprietary Information or Inventions shall continue beyond the cessation of my Employment Engagement (“Cessation of my Employment”). I hereby acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of my Employment and which are protectable by copyright are “works for hire” as that term is defined in the United States Copyright Act (17 USCA, Section 101). Notwithstanding the foregoing, the Agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on my own time, and (1) which does not relate (a) directly to the business of the Company or (b) to the Company’s actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by me for the Company.

Proprietary Information and Inventions. All Proprietary Information and Inventions related to the Business shall be the sole property of the Company and its assigns, and the Company or its Business Partners, as the case may be, and their assigns shall be the sole owner of all patents, trademarks, service marks, copyrights and other rights (collectively referred to herein as “Rights”) pertaining to Proprietary Information and Inventions. I hereby assign to the Company, any rights I may have or acquire in Proprietary Information or Inventions or Rights pertaining to the Proprietary Information or Inventions which Rights arise in the course of my Employment. I further agree as to all Proprietary Information or Inventions to which Rights arise in the course of my Employment to reasonably assist the Company or any person designated by it in every proper way (but at the Company’s sole expense) to obtain and, from time to time, enforce Rights relating to said Proprietary Information or Inventions in any and all countries. I will execute all truthful and accurate documents reasonably necessary for use in applying for, obtaining and enforcing such Rights in such Proprietary Information or Inventions as the Company may desire, together with any assignments thereof to the Company or persons designated by it. My obligation to assist the Company or any person designated by it in obtaining and enforcing Rights relating to Proprietary Information or Inventions shall continue beyond the cessation of my Employment (“Cessation of my Employment”). I hereby acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of my Employment and which are protectable by copyright are “works for hire” as that term is defined in the United States Copyright Act (17 USCA, Section 101). Notwithstanding the foregoing, the Agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on my own time, and (1) which does not relate (a) directly to the business of the Company or (b) to the Company’s actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by me for the Company.

Proprietary Information and Inventions. All Proprietary Information and Inventions related to the Business shall be the sole property of the Company and its assigns, and the Company or its Business Partners, as the case may be, and their assigns shall be the sole owner of all patents, trademarks, service marks, copyrights and other rights (collectively referred to herein as “Rights”) pertaining to Proprietary Information and Inventions. I hereby assign to the Company, any rights I may have or acquire in Proprietary Information or Inventions or Rights pertaining to the Proprietary Information or Inventions which Rights arise in the course of my EmploymentEngagement. I further agree as to all Proprietary Information or Inventions to which Rights arise in the course of my Employment Engagement to reasonably assist the Company or any person designated by it in every proper way (but at the Company’s sole expense) to obtain and, and from time to time, time enforce Rights relating to said Proprietary Information or Inventions in any and all countries. I will execute all truthful and accurate documents reasonably necessary for use in applying for, obtaining and enforcing such Rights in such Proprietary Information or Inventions as the Company may desire, together with any assignments thereof to the Company or persons designated by it. My obligation to assist the Company or any person designated by it in obtaining and enforcing Rights relating to Proprietary Information or Inventions shall continue beyond the cessation of my Employment Engagement (“Cessation of my EmploymentEngagement”). I hereby acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of my Employment Engagement and which are protectable by copyright are “works for hire” as that term is defined in the United States Copyright Act (17 USCA, Section 101). Notwithstanding the foregoing, the Agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on my own time, and (1) which does not relate (a) directly to the business of the Company or (b) to the Company’s actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by me for the Company.