Common use of Proprietary Material Clause in Contracts

Proprietary Material. (a) The Executive hereby assigns and agrees to assign to the Company all of the Executive’s right, title and interest in and to all information, inventions, discoveries, products, systems, computer or other apparatus programs and related documentation, including improvements or modifications thereto which are directly used or could be used in the Business of the Company, (hereinafter each designated as “Intellectual Property”), whether or not patentable, copyrightable or subject to other forms of protection, made, created, developed, written or conceived by the Executive during the term of Executive’s employment with the Company, whether during or outside regular working hours, either solely or jointly with another person or entity, in whole or in part. Excepted is any material developed in the course of the Executive’s work with the entities listed at Schedule A. (b) The Executive acknowledges that the Intellectual Property constitutes the exclusive property of the Company and that any copyrights, patents, trademarks or trade secret rights in the Intellectual Property belong to the Company by operation of law. Such Intellectual Property shall constitute work for hire. (c) The Executive shall, without charge to the Company, but at the Company’s expense, execute a specific assignment of title to the Company and do anything else reasonably necessary or desirable to enable the Company to secure a patent, copyright, trademark, or other form of protection for or otherwise exploit any Intellectual Property anywhere in the world.