PROPRIETARY RIGHTS OF THE COMPANY. The Employee may participate in the development of the Company's products, marketing materials, and/or business plans due to the Employee's involvement in the creative process with the Company's technical, development, marketing and/or management staff, and, to the extent of the Employee's participation and contribution, all resulting products and product enhancements, marketing and/or business plan materials shall be deemed to be made for hire, free from any claim or right of the Employee. The Employee shall promptly inform the Company of any product or literature, or any component of either or both of them, in the development or creation of which he/she participated and shall cooperate with the Company, even after the termination of his/her employment by the Company, in securing the product or literature as the Company's sole property; the Employee's cooperation shall be without further compensation, although the Company shall reimburse the Employee for any reasonable, documented out-of-pocket expenses incurred by the Employee in so cooperating.
PROPRIETARY RIGHTS OF THE COMPANY. Employee acknowledges and agrees --------------------------------- that all Inventions (or any modifications thereof) shall be the property of the Company free of any reserved or other rights of any kind on Employee's part. Employee shall, at the Company's expense, promptly execute formal applications for patents and also do all other acts and things (including, among others, executing and delivering instruments of further assignments, registrations, assurance or confirmation) deemed by the Company necessary or desirable at any time or times in order to effect the full assignment to the Company of Employee's rights, title and interest to such inventions and/or modifications, without payment therefore and without further compensation beyond that provided for in this Agreement. The absence of a request by the Company for information, or for the making of an oath or for the execution of any document, shall in no way be construed to constitute a waiver of the rights of the Company. For purposes of the Agreement, "inventions" shall mean those discoveries, developments and works of authorship, whether or not patentable, relating to the Company's present, past or prospective activities, services and products, which activities, services, and products became known to Employee at any time during Employee's employment, including any patents, models, trade secrets, trademarks, service marks, copyrightable subject matter and any copyrights therein, proprietary information, any design of a useful article (whether the design is ornamental or otherwise), computer programs and related documentation, and other writings, code, algorithms and information and related documentation and materials which the Employee has made, written or conceived during Employee's employment by the Company, either solely or jointly with others, and either on or off the Company's premises (i) while providing services to the Company, or (ii) with the use of time, materials or facilities of the Company, (iii) relating to any Company product, service or activity of which Employee has knowledge, or (iv) suggested by or resulting from any work performed by or for the Company. Such term shall not be limited to the meaning of "invention" under the United States patent laws.
PROPRIETARY RIGHTS OF THE COMPANY. Notwithstanding anything else in this Agreement, it is expressly acknowledged and understood by Executive that all work product of Executive performed on behalf of the Company and related to the Company’s business, which includes but is not limited to works, inventions and improvements, including without limitation photographic, video, audio, visual, musical, artistic and literary works and discoveries, designs and secret processes (collectively hereinafter referred to as “Developments”), whether or not patentable or copyrightable, which are developed by him in the course of his employment with Company shall be the sole and complete property of the Company, that any and all copyrights and other proprietary interest therein shall belong to the Company. The Executive hereby waives any and all rights to the Developments, including without limitation any rights to royalties or other remuneration in respect of the exploitation of such Developments or any moral rights he may have to the Developments under any copyright law or otherwise. The Executive hereby assigns to the Company without any further consideration than is provided for in this Agreement, all such rights, title and interest to each such Development effective at the time it is created and agrees to execute such further documents and do such acts and other things reasonably requested by the Company to evidence and effect such assignment and to enable the Company to obtain patents or copyrights or the like covering any such Development. The Executive further agrees to notify the Company promptly of the creation of any such Development and to keep accurate written records in respect thereof, which records shall also become, the property of the Company.
PROPRIETARY RIGHTS OF THE COMPANY. The computer systems and services of the Company are unique to the Company and the computer systems and software designed, written and/or implemented by the Company and its Officers are the exclusive property of the Company. The Officer agrees that the Company retains exclusive ownership of all the documentation, software programs, trademarks, logos, product names, and other materials related thereto. The Officer further recognizes that the Company has invested considerable time and expense to develop the Company's products, and the Company would be damaged by any unauthorized copying, reproduction, or distribution of the Company's products. The Officer agrees to take all necessary cautions to safeguard the Company's products and related materials and will not loan or provide any products to any person without first obtaining written consent from an officer of the Company.
PROPRIETARY RIGHTS OF THE COMPANY. 4.11.1 The Company possesses all proprietary rights, including without limitation patents, trade secrets, technology, know-how, copyrights, trademarks, trade names, and rights to any of the foregoing, which are necessary for it to carry on its business as now being conducted (collectively, the "Proprietary Rights") without conflict with valid proprietary rights of others. Schedule 4.11 contains a complete list of those Proprietary Rights which consist of patents, copyrights, trade marks, trade names and any rights to use any of them and any pending applications to register any of them. Those patents and 510K submissions identified on Schedule 4.11 are not required by the Company to carry on its business as it is now being conducted and are not believed by the Sellers to have any material commercial value.
PROPRIETARY RIGHTS OF THE COMPANY. The Company owns or legally possesses all right, title and interest in and to all of the Proprietary Rights and: (a) there have been no claims made against the Company for the assertion of the invalidity, abuse, misuse or enforceability of any such Proprietary Rights and there are no grounds for the same; (b) the Company has not received a notice of conflict with the asserted rights of others; and (c) the conduct of the Practice has not infringed any such rights of others.
PROPRIETARY RIGHTS OF THE COMPANY. The Members acknowledge and agree that all business developed or served by the Company, its Members, agents or employees during the term hereof is owned by the Company and constitutes the Company's business; that all business records concerning the Company's business constitute Confidential Information and proprietary information and trade secrets of the Company, or in which the Company has a protectable and established business interest; and that during the term of this Agreement the Company will provide the Members with access to Confidential Information, business records and contact with customers of the Company which, unless restricted, could be unfairly utilized by the Member in competition with the Company.
PROPRIETARY RIGHTS OF THE COMPANY. The Services may be branded with such name, logos, marks, and/or other identifying content as provided and approved by the Company ("Company Content"). Company Content shall include any materials provided by the Company for incorporation into the Services, including but not limited to any marks, domain names, logos, proprietary or copyrightable material, software, images, photographs, illustrations, graphics, audio clips, video clips or text and other materials of the Company that the Company may provide to IKANO to facilitate IKANO's provision of the Services and all intellectual property rights therein. As between Company and IKANO, Company Content shall remain the sole and exclusive property of Company, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights. The Company assumes sole responsibility for (i) acquiring any authorization(s) necessary for hypertext links to third party web sites and (ii) the accuracy of materials provided to IKANO, including, without limitation, Company Content, descriptive claims, warranties, guarantees, nature of business and address where business is conducted, and (iii) ensuring that Company Content does not infringe or violate any right of any third party. The Company provide Company Content that does not contain any content or materials which are obscene, threatening, malicious, which infringe on or violate any applicable law or regulation or any proprietary, contract, moral, privacy or other third party right, or which otherwise expose IKANO to civil or criminal liability. Any such materials provided by Company to IKANO which do not satisfy the foregoing requirements shall be deemed to be a material breach of this Agreement. The Company will indemnify and hold IKANO harmless for any allegations of misuse of such material resulting from the Company's failure to obtain such necessary permissions and licenses or any other violation of third party rights caused by use of the Company Content. No title to or ownership of any of the Company Content will be transferred to IKANO.
PROPRIETARY RIGHTS OF THE COMPANY. You understand, acknowledge and agree that the Company is the sole owner of all rights, title and interest, including any and all intellectual property rights in the Content, Platform, Services, logos, trade names, brand names, designs and any necessary software used in connection with the Platform. There may be proprietary logos, service marks and trademarks found on the Platform whether owned/used by the Company or otherwise. By displaying them on the Platform, the Company is not granting you any license to utilize the proprietary logos, service marks, or trademarks. Any unauthorized use of the same may violate applicable intellectual property laws. You understand and acknowledge that the Platform is owned by the Company. Nothing under these Terms shall be deemed to be a transfer in ownership, rights, title, from the Company to you or any third party, in the Platform. You are entitled to avail the Services offered by the Company during the validity of your registration with the Company.
