Ownership of Proprietary Information. Unless otherwise provided by law any reports, histories, studies, tests, manuals, instructions, photographs, negatives, blue prints, plans, maps, data, system designs, computer code (which is intended to be consideration under this Contract), or any other documents or drawings, prepared or in the course of preparation by either party in performance of its obligations under this Contract shall be the joint property of both parties.
Ownership of Proprietary Information. The Consultant agrees that all information that has been created, discovered of developed by the Company, its subsidiaries, affiliates, licensors, licensees, successors or assigns (collectively, the “Affiliates”) (including, without limitation, information relating to the development of the Company’s business created, discovered, developed by the Company any of its affiliates during the term of this Agreement, and information relating to the Company’s customers, suppliers, advisors, and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company or the Affiliates, shall be the sole property of the Company or the Affiliates, as applicable, and the Company or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith, including, without limitation, the right to make application for statutory protection. All the aforementioned information is hereinafter called “Proprietary Information.” By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, improvements, inventions, product concepts, techniques, marketing plans, merger and acquisition targets, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications and divisional applications and information about the Company’s Affiliates, its employees and/or advisors (including, without limitation, the compensation, job responsibility and job performance of such employees and/or advisors). All original content, proprietary information, trademarks, copyrights, patents or other intellectual property created by the Consultant that does not include any specific information relative to the patents or other intellectual property created by the Consultant that does not include any specific information relative to the Company’s proprietary information, shall be the sole and exclusive property of the Consultant.
Ownership of Proprietary Information. (a) Consultant agrees that the Proprietary Information (excluding Proprietary Information belonging to clients of the Company and third-party licensers of the Company) is and shall at all times remain the sole and exclusive property of the Company.
(b) All notes, data, reference materials, sketches, drawings, memoranda, and records in any way relating to the Company Proprietary Information or the Company's business shall belong exclusively to the Company and Consultant agrees to turn over to the Company, at the request of the Company or in the absence of such a request, upon the termination of Consultant's employment with the Company, all copies of such materials in his or her possession or under his or her control.
(c) Consultant will promptly disclose to the Company all improvements, inventions, designs, ideas, works of authorship, discoveries, trademarks, copyrights, trade secrets, formulas, processes, techniques, "know-how", and data (whether patentable or not patentable) made or conceived or reduced to practice or learned by Consultant, either alone or jointly with others, during his or her employment (during or outside of normal working hours) which are related to or useful in the Company's actual or anticipated business, or which results from tasks assigned to him or her by the Company or which results from use of the premises or equipment owned, leased, or contracted for by the Company. All such improvements, inventions, designs, ideas, works of authorship, discoveries, trademarks, copyrights, trade secrets, formulas, processes, techniques, "know-how", and data shall be called "Covered Inventions" in this Agreement. All Covered Inventions relevant to the subject matter of his or her employment by the Company which have been made or conceived or first reduced to practice by him or her prior to his or her engagement by the Company shall be included within the definition of "Covered Inventions" for the purposes of this Agreement, except as otherwise set forth in the section titled "Consultant's Prior Covered Inventions" on page 3 of this Agreement.
(d) Consultant hereby assigns to the Company all rights he or she has in all Covered Inventions or which he or she may acquire in any Covered Inventions. He or She agrees that all Covered Inventions shall be the sole property of the Company and its assigns, and that the Company and its assigns shall be the sole owner of all patents, copyrights, and other rights in connection therewith. He or She will assist...
Ownership of Proprietary Information. The Recipient agrees that the Disclosing Party is and shall remain the exclusive owner of Proprietary Information and all patent, copyright, trade secret, trademark and other intellectual property rights therein. No license or conveyance of any such rights to the Recipient is granted or implied under this Agreement.
Ownership of Proprietary Information. The Recipient agrees that it shall not receive any right, title or interest in, or any license or right to use, the Disclosing Party’s Proprietary Information or any patent, copyright, trade secret, trademark or other intellectual property rights therein, by implication or otherwise.
Ownership of Proprietary Information. Executive agrees that all Proprietary Information shall be the sole property of the Corporation and its assigns, and the Corporation and its assigns shall be the sole owner of all licenses and other rights in connection with such proprietary Information. At all times during the Term of this Agreement and after Executive is no longer employed by the Corporation, Executive will keep the strictest confidence and trust all Proprietary Information and will not use or disclose such Proprietary Information, or anything relating to such information, without the prior written consent of the Corporation, except as many be necessary in the ordinary course of performing his duties under this Agreement.
Ownership of Proprietary Information. 4.1 All Proprietary Information and other information, which by its nature is proprietary to the Company, relating to the Company’s business or the Company’s anticipated business, or based on, derived from or relating to any Proprietary Information (collectively, Proprietary Information and “Work Product”) shall be the sole property of the Company. The Employee agrees that all Proprietary Information and Work Product created, conceived, reduced to practice, made or otherwise developed by the Employee, solely or jointly, during and in any way related to the Employee’s employment, shall be the exclusive property of the Company and/or its designees or assignees, and shall be deemed “works made for hire,” as that term is defined in Section 101 of the U.S. Copyright Act of 1976, as amended.
4.2 If, for any reason, any Proprietary Information and Work Product does not qualify as works made for hire, the Employee shall assign and does hereby irrevocably, unconditionally, and without encumbrance of any kind assign to the Company, and forever waives and agrees never to assert, all right, title, and interest, including without limitation, all patent, trademark, copyright, trade secret, and other intellectual property (collectively, “Intellectual Property”) rights, in and to such Proprietary Information and Work Product. The Employee shall assist the Company, or its designee, in every proper way to secure the Company’s rights in the Proprietary Information and Work Product and any Intellectual Property rights relating thereto in any and all countries, including (i) the disclosure to the Company of all pertinent information and data with respect thereto, (ii) the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company or its designee the sole and exclusive right, title and interest in and to the Proprietary Information and Work Product, and (iii) the defense of any claim, demand, action, litigation, suit, or other proceeding, including, but not limited to, interference, cancellation, opposition, or other proceedings in respect of such applications or any registrations or patents issuing therefrom. The Employee shall continue such assistance after the termination of the Employee’s employment by the Company.
4.3 During the Employee’s employment by the Company, the Employee shall report promptly to the Co...
Ownership of Proprietary Information. Except as otherwise agreed to hereunder, all Proprietary Information disclosed by the Disclosing Party shall remain the property of the Disclosing Party. Upon the written request of the Disclosing Party (i) all tangible Proprietary Information provided by the Disclosing Party (including, but not limited to all copies thereof and all unused samples of materials provided by the Disclosing Party) except for Proprietary Information consisting of analyses, studies and other documents prepared by or for the benefit of the Receiving Party shall be promptly returned to the Disclosing Party, and (ii) all portions of such analyses, studies and other documents not prepared by or for the benefit of the Receiving Party (including all copies thereof) which are within the definition of Proprietary Information shall be destroyed, and the Receiving Party shall certify such destruction in writing to the Disclosing Party. Notwithstanding the foregoing, the Receiving Party may retain one copy of the Proprietary Information of the Disclosing Party in its legal department for the sole purpose of determining its obligations hereunder.
Ownership of Proprietary Information. Executive acknowledges that all Proprietary Information shall be the sole property of the Company and its assignees (or, in some cases, its clients, suppliers or customers), and the Company and its assignees (or, in some cases, its clients, suppliers or customers) shall be the sole owner of all patents, copyrights, trade secrets, and all other intellectual property rights in connection therewith (collectively "Intellectual Property Rights"). The Company's ownership includes any and all modifications, corrections, updates, changes, improvements, derivatives and enhancements to the Proprietary Information and the Intellectual Property Rights therein.
Ownership of Proprietary Information. The Banker agrees that all information that has been created, discovered or developed by or for the Company, its subsidiaries, affiliates, licensors, licensees, successors or assigns (collectively, the "Affiliates") (including, without limitation, information relating to the development of the Company's business created, discovered, developed by the Company or any of its affiliates during the Term, and information relating to the Company's customers, suppliers, Bankers, and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company or the Affiliates, shall be the sole property of the Company or the Affiliates, as applicable, and the Company or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith, including without limitation the right to make application for statutory protection. All the aforementioned information is hereinafter called "Proprietary Information." By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, improvements, inventions, product concepts, techniques, marketing plans, merger and acquisition targets, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications and divisional applications and information about the Company's Affiliates, its employees and/or Bankers (including, without limitation, the compensation, job responsibility and job performance of such employees and/or Bankers). All original content, proprietary information, trademarks, copyrights, patents or other intellectual property created by the Banker that does not include any specific information relative to the Company’s proprietary information, shall be the sole and exclusive property of the Banker.
