Common use of Ownership of Proprietary Property Clause in Contracts

Ownership of Proprietary Property. Executive agrees that any and all inventions, discoveries, investigations, know-how, trade secrets and developments or improvements in technology (collectively "Inventions") as well as any and all Proprietary Information (as defined in Section 10(b) below) created, developed, conceived of or discovered during the Term or any prior period of Executive's employment with the Company (i) by Executive (solely or jointly with others) either (A) in the course of Executive's employment or engagement, on the Company's time or with the Company's materials or facilities, or (B) relating to any subject matter with which Executive's work for the Company is or may be concerned or to any business in which the Company or any of its subsidiaries or affiliated companies is involved, regardless of how or when Executive shall have created, developed, conceived, or discovered such Inventions or Proprietary Information (collectively, "Proprietary Property"), or (ii) by or for the Company, or (iii) by any independent Person and thereafter acquired by the Company, and which are within Executive's knowledge or possession in the case of clause (i) of this Section 10(a) or that come into Executive's knowledge or possession during the Term the Term or any prior period of Executive's employment with the Company in the case of clauses (ii) or (iii) of this Section 10(a), shall be, if created, developed, conceived of or discovered by Executive, promptly disclosed to the Company, or shall be, if otherwise developed or acquired by the Company, received by Executive as an employee, consultant or retiree of the Company and not in any way for Executive's own benefit. Executive shall neither have nor obtain any right, title or interest in or to such Proprietary Property unless and until the Company shall expressly and in writing waive the rights that it has therein and thereto under the provisions of this Section 10. With respect to any and all Proprietary Property that is invented, created, written, developed, furnished or produced by Executive, or suggested by Executive to the Company, during the Term or any prior period of Executive's employment with the Company, Executive does hereby agree that all such Proprietary Property shall be the exclusive property of the Company, and that Executive shall neither have nor retain any right, title or interest, of any kind therein and thereto or in and to any results or proceeds therefrom. At any time, whether during or after the Term, Executive will, upon the request and at the expense of the Company, (x) obtain patents or copyrights on, or (y) permit the Company to patent or copyright, any such Proprietary Property, whichever (x) or (y) is appropriate, and/or (z) execute, acknowledge and deliver any and all assignments, instruments of transfer, or other documents, that the Company deems necessary or appropriate to transfer to and vest in the Company all right, title and interest in and to such Proprietary Property and to evidence the Company's ownership of such Proprietary Property, including, without limitation, taking all steps necessary to enable the Company to publish or protect said Proprietary Property by patents or otherwise in any and all countries and to render all such assistance as the Company may require in any patent office proceeding or litigation involving said Proprietary Property. Executive shall not, without limitation as to time or place, use any Proprietary Property except on Company business, during or after the Term, nor disclose the same to any other Person or individual except for disclosure on Company business or as may be required by law.

Ownership of Proprietary Property. Executive agrees that any and all inventions, discoveries, investigations, know-how, trade secrets and developments or improvements in technology (collectively "“Inventions") ”), as well as any and all Proprietary Information (as such capitalized term is defined in Section 10(bparagraph 9(b) belowof this Agreement) created, developed, conceived of or discovered during the Employment Term or any prior period of Executive's employment with the Company (i) by Executive (solely or jointly with others) either (A) in the course of Executive's employment or engagement, on the Company's time or with the Company's materials or facilities, facilities or (B) relating to any subject matter with which Executive's work for the Company is or may be concerned or to any business in which the Company or any of its subsidiaries or affiliated companies is involved, regardless of how or when Executive shall have created, developed, conceived, or discovered such Inventions or Proprietary Information (collectively, "“Proprietary Property"”), or (ii) by or for the Company, or (iii) by any independent Person and thereafter acquired by the Company, and which are within Executive's knowledge or possession in the case of clause (i) of this Section 10(aparagraph 9(a) or that come into Executive's knowledge or possession during the Term the Employment Term or any prior period of Executive's employment with the Company in the case of clauses (ii) or (iii) of this Section 10(aparagraph 9(a), shall be, if created, developed, conceived of or discovered by Executive, promptly disclosed to the Company, or shall be, if otherwise developed or acquired by the Company, received by Executive as an employee, consultant officer, consultant, advisor, representative, agent or retiree of the Company and not in any way for Executive's own benefit. Executive shall neither have nor obtain any right, title or interest in or to such any Proprietary Property unless and until the Company shall expressly and in writing waive the rights that it the Company has therein and thereto in such Proprietary Property under the provisions of this Section 10section 9. With respect to any and all Proprietary Property that is is, in whole or part, invented, created, written, developed, furnished or produced by Executive, or suggested by Executive to the Company, during the Employment Term or any prior period of Executive's employment with the Company, Executive does hereby agree that all such Proprietary Property shall be the exclusive property of the Company, and that Executive shall neither have nor retain any right, title or interest, of any kind therein and thereto in the Proprietary Property or in and to any results or proceeds therefromfrom the Proprietary Property. At any time, whether during or after the Employment Term, Executive will, upon the request and at the expense of the Company, (x) obtain patents or copyrights on, on or (y) permit the Company to patent or copyright, any such Proprietary Property, whichever (x) or (y) is appropriate, and/or (z) execute, acknowledge and deliver any and all assignments, instruments of transfer, transfer or other documents, that the Company deems necessary or appropriate to transfer to and vest in the Company all right, title and interest in and to such the Proprietary Property and to evidence the Company's ownership of such the Proprietary Property, including, without limitationbut not limited to, taking all steps necessary to enable the Company to publish or protect said the Proprietary Property by patents or otherwise in any and all countries and to render all such assistance as the Company may require in any patent office proceeding or litigation involving said the Proprietary Property. Executive shall not, without limitation as to time or place, use any Proprietary Property except on Company business, during or after the Employment Term, nor disclose the same any Proprietary Property to any other Person or individual Person, except for disclosure on in connection with Company business or as may be required by law.

Ownership of Proprietary Property. Executive agrees that any and all inventions, discoveries, investigations, know-how, trade secrets and developments or improvements in technology (collectively "Inventions") as well as any and all Proprietary Information (as defined in Section 10(b) below) created, developed, conceived of or discovered during the Term or any prior period of Executive's employment with the Company (i) by Executive (solely or jointly with others) either (A) in the course of Executive's employment or engagement, on the Company's time or with the Company's materials or facilities, or (B) relating to any subject matter with which Executive's work for the Company is or may be concerned or to any business in which the Company or any of its subsidiaries or affiliated companies is involved, regardless of how or when Executive shall have created, developed, conceived, or discovered such Inventions or Proprietary Information (collectively, "Proprietary Property"), or (ii) by or for the Company, or (iii) by any independent Person and thereafter acquired by the Company, and which are within Executive's knowledge or possession in the case of clause (i) of this Section 10(a) or that come into Executive's knowledge or possession during the Term the Term or any prior period of Executive's employment with the Company in the case of clauses (ii) or (iii) of this Section 10(a), shall be, if created, developed, conceived of or discovered by Executive, promptly disclosed to the Company, or shall be, if otherwise developed or acquired by the Company, received by Executive as an employee, consultant or retiree of the Company and not in any way for Executive's own benefit. Executive shall neither have nor obtain any right, title or interest in or to such Proprietary Property unless and until the Company shall expressly and in writing waive the rights that it has therein and thereto under the provisions of this Section 10. With respect to any and all Proprietary Property that is invented, created, written, developed, furnished or produced by Executive, or suggested by Executive to the Company, during the Term or any prior period of Executive's employment with the Company, Executive does hereby agree that all such Proprietary Property shall be the exclusive property of the Company, and that Executive shall neither have nor retain any right, title or interest, of any kind therein and thereto or in and to any results or proceeds therefrom. At any time, whether during or after the Term, Executive will, upon the request and at the expense of the Company, (x) obtain patents or copyrights on, or (y) permit the Company to patent or copyright, any such Proprietary Property, whichever (x) or (y) is appropriate, and/or (z) execute, acknowledge and deliver any and all assignments, instruments of transfer, or other documents, that the Company deems necessary or appropriate to transfer to and vest in the Company all right, title and interest in and to such Proprietary Property and to evidence the Company's ownership of such Proprietary Property, including, without limitation, taking all steps necessary to enable the Company to publish or protect said Proprietary Property by patents or otherwise in any and all countries and to render all such assistance as the Company may require in any patent office proceeding or litigation involving said Proprietary Property. Executive shall not, without limitation as to time or place, use any Proprietary Property except on Company business, during or after the Term, nor disclose the same to any other Person or individual except for disclosure on Company business or as may be required by law.

Ownership of Proprietary Property. Executive agrees that any and all inventions, discoveries, investigations, know-how, trade secrets and developments or improvements in technology (collectively "Inventions") as well as any and all Proprietary Information (as defined in Section 10(b) below13(b)) created, developed, conceived of or discovered during the Term or any prior period of Executive's employment with the Company Employment Period (i) by Executive (solely or jointly with others) either (A) in the course of Executive's his employment or engagement, on the Company's time or with the Company's materials or facilities, or (B) relating to any subject matter with which Executive's his work for the Company is or may be concerned or to any business in which the Company or any of its subsidiaries or affiliated companies is involved, regardless of how or when Executive he shall have created, developed, conceived, or discovered such Inventions or Proprietary Information (collectively, "Proprietary PropertyPROPRIETARY PROPERTY"), or (ii) by or for the Company, or (iii) by any independent Person and thereafter acquired by the Company, and which are within the Executive's knowledge or possession in the case of clause (i) of this Section 10(a) above or that come into the Executive's knowledge or possession during the Term the Term or any prior period of Executive's employment with the Company Restricted Period in the case of clauses (ii) or (iii) of this Section 10(a)above, shall be, if created, developed, conceived of or discovered by the Executive, promptly disclosed to the Company, or shall be, if otherwise developed or acquired by the Company, received by Executive as an employee, consultant or retiree of the Company and not in any way for Executive's his own benefit. Executive shall neither have nor obtain any right, title or interest in or to such Proprietary Property unless and until the Company shall expressly and in writing waive the rights that it has therein and thereto under the provisions of this Section 10Section. With respect to any and all Proprietary Property that is invented, created, written, developed, furnished or produced by Executive, or suggested by Executive to the Company, during the Term or any prior period of Executive's employment with the CompanyTerm, Executive does hereby agree that all such Proprietary Property shall be the exclusive property of the Company, and that the Executive shall neither have nor retain any right, title or interest, of any kind therein and thereto or in and to any results or proceeds therefrom. At any time, whether during or after the Term, the Executive will, upon the request and at the expense of the Company, (xA) obtain patents or copyrights on, or (yB) permit the Company to patent or copyright, any such Proprietary Property, whichever (xA) or (yB) is appropriate, and/or (zC) execute, acknowledge and deliver any and all assignments, instruments of transfer, or other documents, that the Company deems necessary or appropriate to transfer to and vest in the Company all right, title and interest in and to such Proprietary Property and to evidence the Company's ownership of such Proprietary Property, including, without limitation, taking all steps necessary to enable the Company to publish or protect said Proprietary Property by patents or otherwise in any and all countries and to render all such assistance as the Company may require in any patent office proceeding or litigation involving said Proprietary Property. Executive shall not, without limitation as to time or place, use any Proprietary Property except on Company business, during or after the TermEmployment Period, nor disclose the same to any other Person or individual except for disclosure on Company business or as may be required by law.

Ownership of Proprietary Property. Executive agrees that any and all inventions, discoveries, investigations, know-how, trade secrets and developments or improvements in technology (collectively "Inventions") as well as any and all Proprietary Information (as defined in Section 10(b) below) created, developed, conceived of or discovered during the Term or any prior period of Executive's employment with the Company (i) by Executive (solely or jointly with others) either (A) in the course of Executive's employment or engagement, on the Company's time or with the Company's materials or facilities, or (B) relating to any subject matter with which Executive's work for the Company is or may be concerned or to any business in which the Company or any of its subsidiaries or affiliated companies is involved, regardless of how or when Executive shall have created, developed, conceived, or discovered such Inventions or Proprietary Information (collectively, "Proprietary Property"), or (ii) by or for the Company, or (iii) by any independent Person and thereafter acquired by the Company, and which are within Executive's knowledge or possession in the case of clause clauses (i) of this Section 10(a) or that come into Executive's knowledge or possession during the Term the Term or any prior period of Executive's employment with the Company in the case of clauses (ii) or (iii) of this Section 10(a), shall be, if created, developed, conceived of or discovered by Executive, promptly disclosed to the Company, or shall be, if otherwise developed or acquired by the Company, received by Executive as an employee, consultant or retiree of the Company and not in any way for Executive's own benefit. Executive shall neither have nor obtain any right, title or interest in or to such Proprietary Property unless and until the Company shall expressly and in writing waive the rights that it has therein and thereto under the provisions of this Section 10. With respect to any and all Proprietary Property that is inventedinvested, created, written, developed, furnished or produced by Executive, or suggested by Executive to the Company, during the Term or any prior period of Executive's employment with the Company, Executive does hereby agree that all such Proprietary Property shall be the exclusive property of the Company, and that Executive shall neither have nor retain any right, title or interest, of any kind therein and thereto or in and to any results or proceeds therefrom. At any time, whether during or after the Term, Executive will, upon the request and at the expense of the Company, (x) obtain patents or copyrights on, or (y) permit the Company to patent or copyright, any such Proprietary Property, whichever (x) or (y) is appropriate, and/or (z) execute, acknowledge and deliver any and all assignments, instruments of transfer, or other documents, that the Company deems necessary or appropriate to transfer to and vest in the Company all right, title and interest in and to such Proprietary Property and to evidence the Company's ownership of such Proprietary Property, including, without limitation, taking all steps necessary to enable the Company to publish or protect said Proprietary Property by patents or otherwise in any and all countries and to render all such assistance as the Company may require in any patent office proceeding or litigation involving said Proprietary Property. Executive shall not, without limitation as to time or place, use any Proprietary Property except on Company business, during or after the Term, nor disclose the same to any other Person or individual except for disclosure on Company business or as may be required by law.

Ownership of Proprietary Property. Executive agrees that any and all inventions, discoveries, investigations, know-how, trade secrets and developments or improvements in technology (collectively "Inventions") as well as any and all Proprietary Information (as defined in Section 10(b) below12(b)) created, developed, conceived of or discovered during the Term or any prior period of Executive's employment with the Company Employment Period (i) by Executive (solely or jointly with others) either (A) in the course of Executive's his employment or engagement, on the Company's time or with the Company's materials or facilities, or (B) relating to any subject matter with which Executive's his work for the Company is or may be concerned or to any business in which the Company or any of its subsidiaries or affiliated companies is involved, regardless of how or when Executive he shall have created, developed, conceived, or discovered such Inventions or Proprietary Information (collectively, "Proprietary Property"), or (ii) by or for the Company, or (iii) by any independent Person and thereafter acquired by the Company, and which are within the Executive's knowledge or possession in the case of clause (i) of this Section 10(a) above or that come into the Executive's knowledge or possession during the Term the Term or any prior period of Executive's employment with the Company Restricted Period in the case of clauses (ii) or (iii) of this Section 10(a)above, shall be, if created, developed, conceived of or discovered by the Executive, promptly disclosed to the Company, or shall be, if otherwise developed or acquired by the Company, received by Executive as an employee, consultant or retiree of the Company and not in any way for Executive's his own benefit. Executive shall neither have nor obtain any right, title or interest in or to such Proprietary Property unless and until the Company shall expressly and in writing waive the rights that it has therein and thereto under the provisions of this Section 10Section. With respect to any and all Proprietary Property that is invented, created, written, developed, furnished or produced by Executive, or suggested by Executive to the Company, during the Term or any prior period of Executive's employment with the CompanyEmployment Period, Executive does hereby agree that all such Proprietary Property shall be the exclusive property of the Company, and that the Executive shall neither have nor retain any right, title or interest, of any kind therein and thereto or in and to any results or proceeds therefrom. At any time, whether during or after the TermEmployment Period, the Executive will, upon the request and at the expense of the Company, (xA) obtain patents or copyrights on, or (yB) permit the Company to patent or copyright, any such Proprietary Property, whichever (xA) or (yB) is appropriate, and/or (zC) execute, acknowledge and deliver any and all assignments, instruments of transfer, or other documents, that the Company deems necessary or appropriate to transfer to and vest in the Company all right, title and interest in and to such Proprietary Property and to evidence the Company's ownership of such Proprietary Property, including, without limitation, taking all steps necessary to enable the Company to publish or protect said Proprietary Property by patents or otherwise in any and all countries and to render all such assistance as the Company may require in any patent office proceeding or litigation involving said Proprietary Property. Executive shall not, without limitation as to time or place, use any Proprietary Property except on Company business, during or after the TermEmployment Period, nor disclose the same to any other Person or individual except for disclosure on Company business or as may be required by law.

Ownership of Proprietary Property. Executive agrees that any and all inventions, discoveries, investigations, know-how, trade secrets and developments or improvements in technology (collectively "Inventions") as well as any and all Proprietary Information (as defined in Section paragraph 10(b) below) created, developed, conceived of or discovered during the Term or any prior period of Executive's employment with the Company (i) by Executive (solely or jointly with others) either (A) in the course of Executive's employment or engagement, on the Company's time or with the Company's materials or facilities, or (B) relating to any subject matter with which Executive's work for the Company is or may be concerned or to any business in which the Company or any of its subsidiaries or affiliated companies is involved, regardless of how or when Executive shall have created, developed, conceived, or discovered such Inventions or Proprietary Information (collectively, "Proprietary Property"), or (ii) by or for the Company, or (iii) by any independent Person and thereafter acquired by the Company, and which are within Executive's knowledge or possession in the case of clause (i) of this Section paragraph 10(a) or that come into Executive's knowledge or possession during the Term the Term or any prior period of Executive's employment with the Company in the case of clauses (ii) or (iii) of this Section paragraph 10(a), shall be, if created, developed, conceived of or discovered by Executive, promptly disclosed to the Company, or shall be, if otherwise developed or acquired by the Company, received by Executive as an employee, consultant or retiree of the Company and not in any way for Executive's own benefit. Executive shall neither have nor obtain any right, title or interest in or to such Proprietary Property unless and until the Company shall expressly and in writing waive the rights that it has therein and thereto under the provisions of this Section section 10. With respect to any and all Proprietary Property that is invented, created, written, developed, furnished or produced by Executive, or suggested by Executive to the Company, during the Term or any prior period of Executive's employment with the Company, Executive does hereby agree that all such Proprietary Property shall be the exclusive property of the Company, and that Executive shall neither have nor retain any right, title or interest, of any kind therein and thereto or in and to any results or proceeds therefrom. At any time, whether during or after the Term, Executive will, upon the request and at the expense of the Company, (x) obtain patents or copyrights on, or (y) permit the Company to patent or copyright, any such Proprietary Property, whichever (x) or (y) is appropriate, and/or (z) execute, acknowledge and deliver any and all assignments, instruments of transfer, or other documents, that the Company deems necessary or appropriate to transfer to and vest in the Company all right, title and interest in and to such Proprietary Property and to evidence the Company's ownership of such Proprietary Property, including, without limitation, taking all steps necessary to enable the Company to publish or protect said Proprietary Property by patents or otherwise in any and all countries and to render all such assistance as the Company may require in any patent office proceeding or litigation involving said Proprietary Property. Executive shall not, without limitation as to time or place, use any Proprietary Property except on Company business, during or after the Term, nor disclose the same to any other Person or individual except for disclosure on Company business or as may be required by law.

Ownership of Proprietary Property. Executive agrees that any and all inventions, discoveries, investigations, know-how, trade secrets and developments or improvements in technology (collectively "Inventions") as well as any and all Proprietary Information (as defined in Section 10(b) below14(b)) created, developed, conceived of or discovered during the Term or any prior period of Executive's employment with the Company Employment Period (i) by Executive (solely or jointly with others) either (A) in the course of Executive's his employment or engagement, on the Company's time or with the Company's materials or facilities, or (B) relating to any subject matter with which Executive's his work for the Company is or may be concerned or to any business in which the Company or any of its subsidiaries or affiliated companies is involved, regardless of how or when Executive he shall have created, developed, conceived, or discovered such Inventions or Proprietary Information (collectively, "Proprietary Property"), or (ii) by or for the Company, or (iii) by any independent Person and thereafter acquired by the Company, and which are within the Executive's knowledge or possession in the case of clause (i) of this Section 10(a) above or that come into the Executive's knowledge or possession during the Term the Term or any prior period of Executive's employment with the Company Restricted Period in the case of clauses (ii) or (iii) of this Section 10(a)above, shall be, if created, developed, conceived of or discovered by the Executive, promptly disclosed to the Company, or shall be, if otherwise developed or acquired by the Company, received by Executive as an employee, consultant or retiree of the Company and not in any way for Executive's his own benefit. Executive shall neither have nor obtain any right, title or interest in or to such Proprietary Property unless and until the Company shall expressly and in writing waive the rights that it has therein and thereto under the provisions of this Section 10Section. With respect to any and all Proprietary Property that is invented, created, written, developed, furnished or produced by Executive, or suggested by Executive to the Company, during the Term or any prior period of Executive's employment with the CompanyEmployment Period, Executive does hereby agree that all such Proprietary Property shall be the exclusive property of the Company, and that the Executive shall neither have nor retain any right, title or interest, of any kind therein and thereto or in and to any results or proceeds therefromthere from. At any time, whether during or after the TermEmployment Period, the Executive will, upon the request and at the expense of the Company, (xA) obtain patents or copyrights on, or (yB) permit the Company to patent or copyright, any such Proprietary Property, whichever (xA) or (yB) is appropriate, and/or (zC) execute, acknowledge and deliver any and all assignments, instruments of transfer, or other documents, that the Company deems necessary or appropriate to transfer to and vest in the Company all right, title and interest in and to such Proprietary Property and to evidence the Company's ownership of such Proprietary Property, including, without limitation, taking all steps necessary to enable the Company to publish or protect said Proprietary Property by patents or otherwise in any and all countries and to render all such assistance as the Company may require in any patent office proceeding or litigation involving said Proprietary Property. Executive shall not, without limitation as to time or place, use any Proprietary Property except on Company business, during or after the TermEmployment Period, nor disclose the same to any other Person or individual except for disclosure on Company business or as may be required by law.