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, conceived or made by Executive, solely or jointly with another, during the term of this Agreement or within the greater of (i) the period during which Executive is receiving compensation or benefits pursuant to Section 7.3 hereof, and (ii) one (1) year following termination or expiration of this Agreement, and which are directly related to the business or activities of the Company and which Executive conceives as a result of his employment by the Company, whether so generated or conceived during Executive's regular working hours or otherwise, and whether patentable or not, are the sole and exclusive property of the Company, and Executive shall promptly disclose any such improvements, inventions, discoveries, processes or know-how to the Company. Executive hereby assigns and agrees to assign all his interests in such improvements, inventions, discoveries, processes, and know-how to the Company or its nominees and agrees, whenever requested to do so by the Company (either during the term of this Agreement or thereafter), to execute and assign any and all applications, assignments and/or other instruments and do all things which the Company may deem necessary or appropriate in order to apply for, obtain, maintain, enforce and defend Letters of Patent, copyrights, trade names or trademarks of the United States or of foreign countries for said improvements, inventions, discoveries, processes, or know-how, or in order to assign and convey or otherwise make available to the Company the sole and exclusive right, title, and interest in and to said improvements, inventions, discoveries, processes, know-how, or otherwise to protect the Company's interest therein.

Proprietary Matters. Executive expressly understands and agrees that ------------------- any and all improvements, inventions, discoveries, processes, or know-how that are generated, generated or conceived or made by Executive, solely or jointly with another, Executive during the term of this Agreement or within the greater of (i) the period during which Executive is receiving compensation or benefits pursuant to Section 7.3 hereof, and (ii) one (1) year following termination or expiration of this Agreement, and which are directly related to the business or activities of the Company and which Executive conceives as a result of his employment by the Company, whether so generated or conceived during Executive's regular working hours or otherwise, and whether patentable or not, are will be the sole and exclusive property of the Company, and Executive shall promptly disclose any such improvements, inventions, discoveries, processes or know-how to the Company. Executive hereby assigns and agrees to assign all his interests in such improvements, inventions, discoveries, processes, and know-how to the Company or its nominees and agreeswill, whenever requested to do so by the Company (either during the term of this Agreement or thereafter), to execute and assign any and all applications, assignments and/or other instruments and do all things which the Company may deem necessary or appropriate in order to apply for, obtain, maintain, enforce and defend Letters of Patentpatents, copyrights, trade names or trademarks of the United States or of foreign countries for said improvements, inventions, discoveries, processes, or know-how, or in order to assign and convey or otherwise make available to the Company the sole and exclusive right, title, and interest in and to said improvements, inventions, discoveries, processes, know-how, applications, patents, copyrights, trade names or trademarks, subject to California Labor Code (S)2870, which reads as follows: (a) 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 the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the employee for the employer. (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to protect be assigned under subdivision (a), the Company's interest thereinprovision is against the public policy of this state and is unenforceable."

Proprietary Matters. Executive expressly understands and agrees that any ------------------- and all improvements, inventions, discoveries, processes, or know-how that are generated, generated or conceived or made by Executive, solely or jointly with another, Executive during the term of this Agreement or within the greater of (i) the period during which Executive is receiving compensation or benefits pursuant to Section 7.3 hereof, and (ii) one (1) year following termination or expiration of this Agreement, and which are directly related to the business or activities of the Company and which Executive conceives as a result of his employment by the Company, whether so generated or conceived during Executive's regular working hours or otherwise, and whether patentable or not, are will be the sole and exclusive property of the Company, and Executive shall promptly disclose any such improvements, inventions, discoveries, processes or know-how to the Company. Executive hereby assigns and agrees to assign all his interests in such improvements, inventions, discoveries, processes, and know-how to the Company or its nominees and agreeswill, whenever requested to do so by the Company (either during the term of this Agreement or thereafter), to execute and assign any and all applications, assignments and/or other instruments and do all things which the Company may deem necessary or appropriate in order to apply for, obtain, maintain, enforce and defend Letters of Patentpatents, copyrights, trade names or trademarks of the United States or of foreign countries for said improvements, inventions, discoveries, processes, or know-how, or in order to assign and convey or otherwise make available to the Company the sole and exclusive right, title, and interest in and to said improvements, inventions, discoveries, processes, know-how, applications, patents, copyrights, trade names or trademarks, subject to California Labor Code ss2870, which reads as follows: (a) 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 the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the employee for the employer. (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to protect be assigned under subdivision (a), the Company's interest thereinprovision is against the public policy of this state and is unenforceable."

Proprietary Matters. Executive expressly understands and agrees that any and all improvements, inventions, discoveries, processes, or know-how that are generated, conceived or made by Executive, solely or jointly with another, during the term of this Agreement or within the greater of (i) the period during which Executive is receiving compensation or benefits pursuant to Section 7.3 8.3 hereof, and (ii) one (1) year following termination or expiration of this Agreement, and which are directly related to the business or activities of the Company and which Executive conceives as a result of his employment by the Company, whether so generated or conceived during Executive's regular working hours or otherwise, and whether patentable or not, are the sole and exclusive property of the Company, and Executive shall promptly disclose any such improvements, inventions, discoveries, processes or know-how to the Company. Executive hereby assigns and agrees to assign all his interests in such improvements, inventions, discoveries, processes, and know-how to the Company or its nominees and agrees, whenever requested to do so by the Company (either during the term of this Agreement or thereafter), to execute and assign any and all applications, assignments and/or other instruments and do all things which the Company may deem necessary or appropriate in order to apply for, obtain, maintain, enforce and defend Letters of Patent, copyrights, trade names or trademarks of the United States or of foreign countries for said improvements, inventions, discoveries, processes, or know-how, or in order to assign and convey or otherwise make available to the Company the sole and exclusive right, title, and interest in and to said improvements, inventions, discoveries, processes, know-how, or otherwise to protect the Company's interest therein.

Proprietary Matters. Executive Xxxxxxx expressly understands and agrees that any and all improvements, inventions, discoveries, processes, or know-how that are were generated, conceived or made by ExecutiveXxxxxxx, solely or jointly with another, during the term of this the Employment Agreement or within during a period of two years after the greater of (i) the period during which Executive is receiving compensation or benefits pursuant to Section 7.3 date hereof, and (ii) one (1) year following termination or expiration of this Agreement, and which are directly related to the business or activities of the Company and which Executive Xxxxxxx conceives as a result of his employment by the Company, whether so generated or conceived during Executive's Xxxxxxx'x regular working hours or otherwise, and whether patentable or not, are the sole and exclusive property of the Company, and Executive Xxxxxxx shall promptly disclose any such improvements, inventions, discoveries, processes or know-how to the Company. Executive Xxxxxxx hereby assigns and agrees to assign all his interests in such improvements, inventions, discoveries, processes, and know-how to the Company or its nominees and agrees, whenever requested to do so by the Company (either during the term of this Agreement or thereafter), to execute and assign any and all applications, assignments and/or other instruments and do all things which the Company may deem necessary or appropriate in order to apply for, obtain, maintain, enforce and defend Letters of Patent, copyrights, trade names or trademarks of the United States or of foreign countries for said improvements, inventions, discoveries, processes, or know-how, or in order to assign and convey or otherwise make available to the Company the sole and exclusive right, title, and interest in and to said improvements, inventions, discoveries, processes, know-know- how, or otherwise to protect the Company's interest therein.