Common use of Proprietary Matters Clause in Contracts

Proprietary Matters. Executive expressly understands and agrees that any and all improvements, inventions, discoveries, processes, or know-how that are generated or conceived by Executive during the Term (collectively, the “Inventions”) will be the sole and exclusive property of Employer, and Executive will, whenever requested to do so by Employer (either during the Term or thereafter), execute and assign any and all applications, assignments and/or other instruments and do all things which Employer may deem necessary or appropriate in order to apply for, obtain, maintain, enforce and defend patents, copyrights, trade names or trademarks of the United States or of foreign countries for said Inventions, or in order to assign and convey or otherwise make available to Employer the sole and exclusive right, title, and interest in and to said Inventions, applications, patents, copyrights, trade names or trademarks; provided, however, that the provisions of this Section 8 shall not apply to an Invention that Executive developed entirely on his own time without using Employer’s Confidential Information except for those Inventions that either (i) directly and materially relate, at the time of conception or reduction to practice of the invention, to Employer’s business, or actual or demonstrably anticipated research or development of Employer, or (ii) directly and materially result from any work performed by Executive for Employer. Executive shall promptly communicate and disclose to Employer all Inventions conceived, developed or made by him during his employment by Employer, whether solely or jointly with others, and whether or not patentable or copyrightable, (a) which relate to any matters or business of the type carried on or being developed by Employer, or (b) which result from or are suggested by any work done by him in the course of his employment by Employer. Executive shall also promptly communicate and disclose to Employer all material other data obtained by him concerning the business or affairs of Employer in the course of his employment by Employer.

Proprietary Matters. Executive expressly understands and agrees that any and all improvements, inventions, discoveries, processes, or know-how that are generated or conceived by Executive during the Term (collectively, the “"Inventions”") will be the sole and exclusive property of Employer, and Executive will, whenever requested to do so by Employer (either during the Term or thereafter), execute and assign any and all applications, assignments and/or other instruments and do all things which Employer may deem necessary or appropriate in order to apply for, obtain, maintain, enforce and defend patents, copyrights, trade names or trademarks of the United States or of foreign countries for said Inventions, or in order to assign and convey or otherwise make available to Employer the sole and exclusive right, title, and interest in and to said Inventions, applications, patents, copyrights, trade names or trademarks; provided, however, that the provisions of this Section 8 shall not apply to an Invention that Executive developed entirely on his own time without using Employer’s 's Confidential Information except for those Inventions that either (i) directly and materially relate, at the time of conception or reduction to practice of the invention, to Employer’s 's business, or actual or demonstrably anticipated research or development of Employer, or (ii) directly and materially result from any work performed by Executive for Employer. Executive shall promptly communicate and disclose to Employer all Inventions conceived, developed or made by him during his employment by Employer, whether solely or jointly with others, and whether or not patentable or copyrightable, (a) which relate to any matters or business of the type carried on or being developed by Employer, or (b) which result from or are suggested by any work done by him in the course of his employment by Employer. Executive shall also promptly communicate and disclose to Employer all material other data obtained by him concerning the business or affairs of Employer in the course of his employment by Employer.

Proprietary Matters. Executive expressly understands and agrees that any and all improvements, inventions, discoveries, processes, or know-how that are generated or conceived by Executive during the Term (collectively, the “Inventions”) will be the sole and exclusive property of Employerthe Company, and Executive will, whenever requested to do so by Employer the Company (either during the Term or thereafter), execute and assign any and all applications, assignments and/or other instruments and do all things which Employer the Company may deem necessary or appropriate in order to apply for, obtain, maintain, enforce and defend patents, copyrights, trade names or trademarks of the United States or of foreign countries for said Inventions, or in order to assign and convey or otherwise make available to Employer the Company the sole and exclusive right, title, and interest in and to said Inventions, applications, patents, copyrights, trade names or trademarks; provided, however, that the provisions of this Section 8 7 shall not apply to an Invention that Executive developed entirely on his own time without using Employerthe Company’s Confidential Information except for those Inventions that either (i) directly and materially relate, at the time of conception or reduction to practice of the invention, to Employerthe Company’s business, or actual or demonstrably anticipated research or development of Employerthe Company, or (ii) directly and materially result from any work performed by Executive for Employerthe Company. Executive shall promptly communicate and disclose to Employer the Company all Inventions conceived, developed or made by him during his employment by Employerthe Company, whether solely or jointly with others, and whether or not patentable or copyrightable, (a) which relate to any matters or business of the type carried on or being developed by Employerthe Company, or (b) which result from or are suggested by any work done by him in the course of his employment by Employerthe Company. Executive shall also promptly communicate and disclose to Employer the Company all material other data obtained by him concerning the business or affairs of Employer the Company in the course of his employment by Employerthe Company.

Proprietary Matters. Executive expressly understands and agrees that any and all improvements, inventions, discoveries, processes, or know-how that are generated or conceived by Executive during the Term (collectively, the “Inventions”) will be the sole and exclusive property of Employer, and Executive will, whenever requested to do so by Employer (either during the Term or thereafter), execute and assign any and all applications, assignments and/or other instruments and do all things which Employer may deem necessary or appropriate in order to apply for, obtain, maintain, enforce and defend patents, copyrights, trade names or trademarks of the United States or of foreign countries for said Inventions, or in order to assign and convey or otherwise otherwise, make available to Employer the sole any and exclusive rightall of Executive’s rights, title, and interest in and to said Inventions, applications, patents, copyrights, trade names or trademarks; provided, however, that the provisions of this Section 8 7 shall not apply to an Invention that Executive developed entirely on his own time without using Employer’s Confidential Information except for those Inventions that either (i) directly and materially relate, at the time of conception or reduction to practice of the invention, to Employer’s business, or actual or demonstrably anticipated research or development of Employer, or (ii) directly and materially result from any work performed by Executive for Employer. Executive shall promptly communicate and disclose to Employer all Inventions inventions conceived, developed or made by him during his employment by Employer, whether solely or jointly with others, and whether or not patentable or copyrightable, (a) which relate to any matters or business of the type carried on or being developed by Employer, or (b) which result from or are suggested by any work done by him in the course of his employment by Employer. Executive shall also promptly communicate and disclose to Employer all material other data obtained by him concerning the business or affairs of Employer in the course of his employment by Employer.

Proprietary Matters. Executive expressly understands and agrees that any and all improvements, inventions, discoveries, processes, or know-how that are generated or conceived by Executive during the Term (collectively, the “Inventions”) will be the sole and exclusive property of Employer, and Executive will, whenever requested to do so by Employer (either during the Term or thereafter), execute and assign any and all applications, assignments and/or other instruments and do all things which Employer may deem necessary or appropriate in order to apply for, obtain, maintain, enforce and defend patents, copyrights, trade names or trademarks of the United States or of foreign countries for said Inventions, or in order to assign and convey or otherwise make available to Employer the sole and exclusive right, title, and interest in and to said Inventions, applications, patents, copyrights, trade names or trademarks; provided, however, that the provisions of this Section 8 7 shall not apply to an Invention that Executive developed entirely on his own time without using Employer’s Confidential Information except for those Inventions that either (i) directly and materially relate, at the time of conception or reduction to practice of the invention, to Employer’s business, or actual or demonstrably anticipated research or development of Employer, or (ii) directly and materially result from any work performed by Executive for Employer. Executive shall promptly communicate and disclose to Employer all Inventions conceived, developed or made by him during his employment by Employer, whether solely or jointly with others, and whether or not patentable or copyrightable, (a) which relate to any matters or business of the type carried on or being developed by Employer, or (b) which result from or are suggested by any work done by him in the course of his employment by Employer. Executive shall also promptly communicate and disclose to Employer all material other data obtained by him concerning the business or affairs of Employer in the course of his employment by Employer.

Proprietary Matters. Executive expressly understands and agrees that ------------------- any and all improvements, inventions, discoveries, processes, processes or know-how that are generated or conceived by Executive during the Term (collectivelyterm of this Agreement, the “Inventions”) whether so generated or conceived during Executive's regular working hours or otherwise, will be the sole and exclusive property of Employerthe Company, and Executive will, whenever requested to do so by Employer the Company (either during the Term term of this Agreement or thereafter), execute and assign any and all applications, assignments and/or other instruments and do all things which Employer the Company may deem necessary or appropriate in lit order to apply for, obtain, maintain, enforce and defend patents, copyrights, trade names or trademarks of the United States or of foreign countries for said Inventionsimprovements, inventions, discoveries, processes or know-how, or in order to assign and convey or otherwise make available to Employer the Company the sole and exclusive right, title, title and interest in and to said Inventionsimprovements, inventions, discoveries, processes, know-how, applications, patents, copyrights, trade names or trademarks; provided, howeversubject to California Labor Code section 2870, which reads as follows: (a) Any provision in an employment agreement which provides that the provisions an employee shall assign, or offer to assign, any of this Section 8 his or her rights in an invention to his or her employer shall not apply to an Invention invention that Executive the employee developed entirely on his or her own time without using Employer’s Confidential Information the employer's equipment, supplies, facilities or trade secret information except for those Inventions inventions that either either: (i1) directly and materially relate, Relate at the time of conception or reduction to practice of the invention, invention to Employer’s the employer's business, or actual or demonstrably anticipated research or development of Employer, or the employer; or (ii2) directly and materially result Result from any work performed by Executive the employee for Employer. Executive shall promptly communicate and disclose to Employer all Inventions conceived, developed or made by him during his employment by Employer, whether solely or jointly with others, and whether or not patentable or copyrightable, (a) which relate to any matters or business of the type carried on or being developed by Employer, or employer. (b) which result To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from or are suggested by any work done by him in being required to be assigned under subdivision (a), the course provision is against the public policy of his employment by Employer. Executive shall also promptly communicate this state and disclose to Employer all material other data obtained by him concerning the business or affairs of Employer in the course of his employment by Employeris unenforceable."

Proprietary Matters. Executive expressly understands and agrees that any and all improvements, inventions, discoveries, processes, or know-how that are generated or conceived by Executive Executive, whether alone or with others, during the Term (collectively, the “Inventions”) will be the sole and exclusive property of Employer, and Executive will, whenever requested to do so by Employer (either during the Term or thereafter), execute and assign any and all applications, assignments and/or other instruments and do all things which Employer may deem necessary or appropriate in order to apply for, obtain, maintain, enforce and defend patents, copyrights, trade names or trademarks of the United States or of foreign countries for said Inventions, or in order to assign and convey or otherwise make available to Employer the sole and exclusive right, title, and interest in and to said Inventions, applications, patents, copyrights, trade names or trademarks; provided, however, that pursuant to California Labor Code Section 2872 and any successor thereto, the provisions of this Section 8 7 shall not apply to an Invention “Any provision in an employment agreement which provides that Executive an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using Employerthe employer’s Confidential Information equipment, supplies, facilities, or trade secret information except for those Inventions inventions that either either: (i1) directly and materially relate, Relate at the time of conception or reduction to practice of the invention, invention to Employerthe employer’s business, or actual or demonstrably anticipated research or development of Employer, the employer; or (ii2) directly and materially result Result from any work performed by Executive the employee for Employer. the employer.” Executive shall promptly communicate and disclose to Employer all Inventions conceived, developed or made by him during his employment by Employer, whether solely or jointly with others, and whether or not patentable or copyrightable, (a) which relate to any matters or business of the type carried on or being developed by Employer, or (b) which result from or are suggested by any work done by him in the course of his employment by Employer. Executive shall also promptly communicate and disclose to Employer all material other data obtained by him concerning the business or affairs of Employer in the course of his employment by Employer.

Proprietary Matters. Executive expressly understands and agrees that any and all improvements, inventions, discoveries, processes, or know-how that are generated or conceived by Executive during the Term (collectivelyterm of this Agreement, the “Inventions”) whether so generated or conceived during Executive's regular working hours or otherwise, will be the sole and exclusive property of Employerthe Company, and Executive will, whenever requested to do so by Employer the Company (either during the Term term of this Agreement or thereafter), execute and assign any and all applications, assignments and/or other instruments and do all things which Employer the Company may deem necessary or appropriate in order to apply for, obtain, maintain, enforce and defend patents, copyrights, trade names or trademarks of the United States or of foreign countries for said Inventionsimprovements, inventions, discoveries, processes, or know-how, or in order to assign and convey or otherwise make available to Employer the Company the sole and exclusive right, title, and interest in and to said Inventionsimprovements, inventions, discoveries, processes, know-how, applications, patents, copyrights, trade names or trademarks; provided, howeversubject to California Labor Code section 2870, which reads as follows: (a) Any provision in an employment agreement which provides that the provisions an employee shall assign, or offer to assign, any of this Section 8 his or her rights in an invention to his or her employer shall not apply to an Invention invention that Executive the employee developed entirely on his or her own time without using Employer’s Confidential Information the employer's equipment, supplies, facilities, or trade secret information except for those Inventions inventions that either either: (i1) directly and materially relate, Relate at the time of conception or reduction to practice of the invention, invention to Employer’s the employer's business, or actual or demonstrably anticipated research or development of Employerthe employer, or or (ii2) directly and materially result Result from any work performed by Executive the employee for Employer. Executive shall promptly communicate and disclose to Employer all Inventions conceived, developed or made by him during his employment by Employer, whether solely or jointly with others, and whether or not patentable or copyrightable, (a) which relate to any matters or business of the type carried on or being developed by Employer, or employer. (b) which result To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from or are suggested by any work done by him in being required to be assigned under subdivision (a), the course provision is against the public policy of his employment by Employer. Executive shall also promptly communicate this state and disclose to Employer all material other data obtained by him concerning the business or affairs of Employer in the course of his employment by Employeris unenforceable."

Proprietary Matters. Executive expressly understands and agrees that any and all improvements, inventions, discoveries, processes, or know-how that are generated or conceived by Executive during the Term (collectively, the “Inventions”) will be the sole and exclusive property of Employer, and Executive will, whenever requested to do so by Employer (either during the Term or thereafter), execute and assign any and all applications, assignments and/or other instruments and do all things which Employer may deem necessary or appropriate in order to apply for, obtain, maintain, enforce and defend patents, copyrights, trade names or trademarks of the United States or of foreign countries for said Inventions, or in order to assign and convey or otherwise make available to Employer the sole and exclusive right, title, and interest in and to said Inventions, applications, patents, copyrights, trade names or trademarks; provided, however, that pursuant to California Labor Code Section 2872 and any successor thereto, the provisions of this Section 8 shall not apply to an Invention that Executive fully under the provisions of California Labor Code Section 2870 (and any successor thereto) which provides: “Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using Employerthe employer’s Confidential Information equipment, supplies, facilities, or trade secret information except for those Inventions inventions that either either: (i1) directly and materially relate, Relate at the time of conception or reduction to practice of the invention, invention to Employerthe employer’s business, or actual or demonstrably anticipated research or development of Employer, the employer; or (ii2) directly and materially result Result from any work performed by Executive the employee for Employer. the employer.” Executive shall promptly communicate and disclose to Employer all Inventions conceived, developed or made by him during his employment by Employer, whether solely or jointly with others, and whether or not patentable or copyrightable, (a) which relate to any matters or business of the type carried on or being developed by Employer, or (b) which result from or are suggested by any work done by him in the course of his employment by Employer. Executive shall also promptly communicate and disclose to Employer all material other data obtained by him concerning the business or affairs of Employer in the course of his employment by Employer.