Trade Secrets and Intellectual Property Clause Samples

Trade Secrets and Intellectual Property i. The Executive hereby agrees that all inventions (whether or not patentable or reduced to practice), patents, innovations, improvements, developments, works of authorship, copyrights, materials, documents and all other intellectual property and work product (including, without limitation, software, code, databases, systems, applications, methods, designs, analyses, drawings, reports, presentations, research, textual works, content, artwork, graphics or audiovisual materials) that relate to the Company or any of its subsidiaries’ actual or anticipated business, research and development or existing or future products or services and that are authored, conceived, invented, designed, developed, made, or otherwise created, or contributed to, by the Executive while employed by the Company or any of its subsidiaries (as applicable) (whether before or after the date hereof) (collectively, “Work Product”) belong to and are the property of the Company and its subsidiaries, and hereby irrevocably assigns, transfers and conveys, to the extent permitted by applicable law, all right, title and interest in and to all Work Product (including, without limitation, all intellectual property rights therein and thereto on a worldwide basis) (including, without limitation, rights under patent, copyright, trademark, trade secret, unfair competition and related laws) to the Company (to the extent all right, title and interest does not automatically under applicable law vest originally in the Company or one of its subsidiaries, as applicable), and waives any moral rights therein to the fullest extent permitted under applicable law. The Executive will promptly disclose such Work Product to the Company and execute such documents and perform all other actions as may be reasonably requested by the Company (whether during or after the Executive’s employment with the Company or its subsidiary (as applicable)) to establish and confirm the Company or its subsidiary’s ownership of such Work Product (including, without limitation, assignments, consents, powers of attorney and other instruments) and to assist the Company and its subsidiaries in validating, effectuating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of its rights hereunder. ii. If required by any applicable law in the United States, the requirements set forth in Section 11(d) of this Agreement shall not apply to an invention that the Executive develops entirely on his or her own tim...

Trade Secrets and Intellectual Property. During your employment, you were entrusted with access to highly confidential information and trade secrets of the Company concerning such things as the identities, needs, and preferences of its customers and prospects; business and financial terms of agreements between the Company and various third parties; financial reports; business plans and sales forecasts; sales and marketing objectives and strategies; customer lists; compensation arrangements; regulatory objectives and strategies; product designs and specifications; manufacturing know-how; personnel files; policies and practices associated with customer and technical support, training and quality systems; and patents, copyrights, and trademarks belonging to the Company. You agree to keep all such information confidential and not to use or disclose it for any purpose after your termination.

Trade Secrets and Intellectual Property. Employee hereby assigns to the Company all of his right, title and interest in and to all inventions, improvements, developments, works of authorship and discoveries developed by Employee while in the Company's employ ("Company Inventions"). Employee agrees that upon request and without compensation therefore, and whether during the term of his employment or thereafter, he will cooperate with the Company in obtaining any protection it deems desirable for such Company Inventions. Employee further agrees that during the term of this Employment Agreement and thereafter, he will not disclose any Company Inventions, any confidential information of the Company, and any confidential information of the Company's customers, except as is required in the furtherance of his duties under this Employment Agreement. Employee agrees that upon the termination or expiration of this Employment Agreement he will return to the Company all forms, manuals, computer software, and other documents and material furnished to him by the Company or relating to the business of the Company. As used herein the term confidential information excludes information which is in the public domain or otherwise generally know in the industry through no breach of duty of confidentiality, and information which Employee receives from a third party without any duty of confidentiality.

Trade Secrets and Intellectual Property. 8.4.1. Party A has never (except in the normal course of business and usual business) disclosed or allowed the disclosure if promised or arranged to disclose to any person know-how, trade secrets, confidential information or the customers list of Party B; 8.4.2. In regard to all the intellectual property licensed by Party B (including but not limited to the intellectual property specified in the Prospectus and this Agreement) such intellectual property: (i) is valid and enforceable; (ii) has been licensed to Party B pursuant to an effective license, and with no charge, mortgage, or (unless otherwise disclosed in the Prospectus) other third party interests thereon; (iii) does not violate any other agreements or infringe on any third person's intellectual property in a manner that may materially affect the operations of Party B; and (iv) is not the subject of any current lawsuit, dispute or other legal preceding that may materially threaten or affect the ownership, right of use or validity of such intellectual property. 8.4.3. There has been no omission by Party A of any material matters that may cause the aforesaid permits or certificates granted to Party B to be terminated or constitute a breach of the terms of such permits or certificates; 8.4.4. Party A has not entered into any agreement which may restrict the application or disclosure of such as aforementioned proprietary know-how, business secrets, confidential information or client or supplier lists of Party B.

Trade Secrets and Intellectual Property. The results and proceeds of Executive’s services to the Company hereunder, including, without limitation, any works of authorship related to the Company resulting from Executive’s services with the Company and/or any of the Affiliated Entities and any works in progress, shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-for-hire and/or there are any rights which do not accrue to the Company under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, including, without limitation, any and all copyrights, patents, trade secrets, trademarks and/or other rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner the Company determines without any further payment to Executive whatsoever. Executive shall, from time to time, as may be requested by the Company and at the Company’s sole expense, do any and all things which the Company may deem useful or desirable to establish or document the Company’s exclusive ownership of any and all rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright and/or patent applications or assignments. To the extent Executive has any rights in the results and proceeds of Executive’s services to the Company that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such rights. This Section 8.2 is subject to, and shall not be deemed to limit, restrict or constitute any waiver by the Company of any rights of ownership to which the Company may be entitled by operation of law by virtue of the Company or any of its Affiliated Entities.

Trade Secrets and Intellectual Property. 10.1. Employee hereby agrees that all inventions (whether or not patentable or reduced to practice), patents, innovations, improvements, developments, works of authorship, copyrights, materials, documents and all other intellectual property and work product (including, without limitation, software, code, databases, systems, applications, methods, designs, analyses, drawings, reports, presentations, research, textual works, content, artwork, graphics or audiovisual materials) that relate to the Company or any of its Subsidiaries’ actual or anticipated business, research and development or existing or future products or services and that are authored, conceived, invented, designed, developed, made, or otherwise created, or contributed to, by Employee while employed by the Company or its Subsidiary (as applicable) (whether before or after the date hereof) (collectively, “Work Product”) belong to and are the property of the Company and its Subsidiaries, and hereby irrevocably assigns, transfers and conveys, to the extent permitted by applicable law, all right, title and interest in and to all Work Product (including, without limitation, all intellectual property rights therein and thereto on a worldwide

Trade Secrets and Intellectual Property. (A) With respect to the Company's special business techniques, analyses of the market, forms, software programs, lists of customers, and all other information regarding manufacture or distribution of products, GREEN acknowledges that all of such information: 1. belongs to the Company; 2. constitutes specialized and highly confidential information not generally known in the industry; and 3. constitutes trade secrets of the Company 4. except: a) Where the disclosed information is generally known to the public. b) Where the disclosed information becomes generally known to the public after the disclosure through no act or omission of the recipient. c) Where the information was previously known by the parties receiving the information. d) Where the information is disclosed by persons with a bona fide right to possess Confidential Information and to disclose the information to recipient. e) Where required by law to disclose the Confidential Information. Accordingly, GREEN recognizes and acknowledges that it is essential to the Company to protect the confidentiality of such trade information. (B) GREEN, his employees, agents or representatives, thus agrees to act as a trustee of such information and of any other confidential information they acquire in connection with their association with the Company. Further, as an inducement to the Company to retain him under this agreement, they will hold such information in trust and confidence for the use and benefit solely of the Company. (C) During the term hereof, and for thirty-six (36) months thereafter, GREEN, his employees, agents or representatives, shall not disclose such information to any person, firm, association, or other entity for any reason or purpose whatsoever, unless such information has already become common knowledge or unless GREEN is required to disclose it by judicial process. (D) GREEN acknowledges that in the event a court of competent jurisdiction determines that GREEN has breached the covenants made herein, the Company may move a court of competent jurisdiction for injunctive relief without any requirement of posting of an undertaking.