Common use of Confidential Information and Inventions Clause in Contracts

Confidential Information and Inventions. (a) The Executive recognizes and acknowledges that in the course of his duties he is likely to receive confidential or proprietary information owned by the Company or third parties with whom the Company has an obligation of confidentiality, relating to and used in the Company’s business (collectively, “Confidential and Proprietary Information”). Confidential and Proprietary Information shall include, but shall not be limited to, confidential or proprietary scientific or technical information, data, study results, study design, formulas and related concepts, business plans (both current and under development), client lists, promotion and marketing programs, trade secrets, or any other confidential or proprietary business information relating to development programs, costs, revenues, marketing, investments, sales activities, promotions, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company or of any affiliate, client or service provider of the Company, and any and all information relating to the operation of the Company’s business which the Company may from time to time designate as confidential or proprietary or that the Executive reasonably knows should be, or has been, treated by the Company as confidential or proprietary. The Executive expressly acknowledges that the Confidential and Proprietary Information constitutes a protectable business interest of the Company. The Executive further agrees that if any information that the Company deems to be a trade secret is found by a court of competent jurisdiction not to be a trade secret, such information will, nevertheless, be considered Confidential and Proprietary Information for purposes of this Agreement. Confidential and Proprietary Information does not include any information that: (i) at the time of disclosure is generally known to, or readily ascertainable by, the public; (ii) becomes known to the public through no fault of the Executive or other violation of this Agreement; (iii) is independently developed or lawfully disclosed to Executive by a third party that is unrelated to the Company and is not bound by obligations of confidentiality to the Company with respect thereto; or (iv) is disclosed to the Executive by a third party under no obligation to maintain the confidentiality of the information. The Executive agrees, during and after the Term, except as reasonably necessary for the fulfillment of his duties under this Agreement: (i) not to use any such Confidential and Proprietary Information for himself or others; and (ii) to keep confidential and not disclose or make accessible to any other person or entity any Confidential and Proprietary Information. The Executive agrees to return immediately all Confidential and Proprietary Information and Company material and reproductions (including but not limited, to writings, correspondence, notes, drafts, records, invoices, technical and business policies, computer programs or disks) thereof in his possession to the Company upon termination of employment, or at any time upon the Company’s request.

Confidential Information and Inventions. (a) The Executive Employee recognizes and acknowledges that in the course of his duties he is likely to receive confidential or proprietary information owned by the Company or third parties with whom the Company has an obligation of confidentiality, relating to and used in the Company’s business (collectively, “Confidential and Proprietary Information”). Confidential and Proprietary Information shall include, but shall not be limited to, confidential or proprietary scientific or technical information, data, study results, study design, formulas and related concepts, business plans (both current and under development), client lists, promotion and marketing programs, trade secrets, or any other confidential or proprietary business information relating to development programs, costs, revenues, marketing, investments, sales activities, promotions, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company or of any affiliate, affiliate or client or service provider of the Company, and any and all information relating to the operation of the Company’s business which the Company may from time to time designate as confidential or proprietary or that the Executive Employee reasonably knows should be, or has been, treated by the Company as confidential or proprietary. The Executive Employee expressly acknowledges that the Confidential and Proprietary Information constitutes a protectable business interest of the Company. The Executive Employee further agrees that if any information that the Company deems to be a trade secret is found by a court of competent jurisdiction not to be a trade secret, such information will, nevertheless, be considered Confidential and Proprietary Information for purposes of this Agreement. Confidential and Proprietary Information does not include any information that: (i) at the time of disclosure is generally known to, or readily ascertainable by, the public; (ii) becomes known to the public through no fault of the Executive Employee or other violation of this Agreement; or (iii) is independently developed or lawfully disclosed to Executive by a third party that is unrelated to the Company and is not bound by obligations of confidentiality to the Company with respect thereto; or (iv) is disclosed to the Executive Employee by a third party under no obligation to maintain the confidentiality of the information. The Executive Employee agrees, during and after the Term, except as reasonably necessary for the fulfillment of his duties under this Agreement: (i) not to use any such Confidential and Proprietary Information for himself or others; and (ii) to keep confidential and not disclose or make accessible to any other person or entity any Confidential and Proprietary Information; and (iii) not to take any Company Confidential and Proprietary Information (including but not limited to writings, correspondence, notes, drafts, records, invoices, technical and business policies, computer programs or disks) from the Company’s offices at any time. The Executive Employee agrees to return immediately all Confidential and Proprietary Information and Company material and reproductions (including but not limited, limited to writings, correspondence, notes, drafts, records, invoices, technical and business policies, computer programs or disks) thereof in his possession to the Company upon termination of employment, or at any time upon the Company’s request.

Confidential Information and Inventions. (a) The Executive recognizes and acknowledges that in the information, data, and trade secrets (collectively, “Confidential Information”) obtained by Executive during the course of his duties he is likely to receive confidential Executive’s performance under this Agreement concerning the business or proprietary information owned by affairs of the Company are the property of the Company. For purposes of this Agreement, “trade secret” means any method, program or third parties with whom the Company has an obligation compilation of confidentiality, relating to and information which is used in the Company’s business (collectivelybusiness, “Confidential and Proprietary Information”). Confidential and Proprietary Information shall include, including but shall not be limited to, confidential or proprietary scientific or technical information, data, study results, study design, formulas and related concepts, business plans : (both current and under development), client lists, promotion and marketing programs, trade secrets, or any other confidential or proprietary business information relating to development programs, costs, revenues, marketing, investments, sales activities, promotions, credit and financial data, manufacturing processes, financing methodsa) techniques, plans or and materials used by the business Company, (b) marketing methods and affairs of the Company or of any affiliate, client or service provider of strategies employed by the Company, and (c) all lists of past, present or targeted customers, clients, suppliers, business partners, teaming members and/or other Persons who have done business with either the Company or any of its wholly-owned subsidiaries. Executive agrees that Executive will not disclose to any unauthorized Person or use for Executive’s own account any of such Confidential Information without the written consent of the Company. Executive agrees to deliver to the Company at the termination of Executive’s employment, or at any other time the Company may request, all memoranda, notes, plans, records, reports and all information other documents (and copies thereof) relating to the operation business of the Company which Executive may then possess or have under Executive’s control. Notwithstanding the terms of this Agreement, Confidential Information may be disclosed by the Executive in furtherance of the Company’s business which business, when and to the Company may limited extent compelled by written notice from time a government agency or when and to time designate as confidential the limited extent compelled by legal process or proprietary or that the Executive reasonably knows should be, or has been, treated by the Company as confidential or proprietary. The Executive expressly acknowledges that the Confidential and Proprietary Information constitutes a protectable business interest of the Company. The Executive further agrees that if any information that the Company deems to be a trade secret is found court order by a court of competent jurisdiction not if the Executive has given the Company prompt written notice of such request or order and the Confidential Information to be a trade secret, such information will, nevertheless, be considered Confidential and Proprietary Information for purposes disclosed as far in advance of this Agreement. Confidential and Proprietary Information does not include any information that: (i) at its disclosure as possible so that the time of disclosure is generally known toCompany may seek appropriate protective order or waive compliance by the Executive, or readily ascertainable by, in connection with the public; (ii) becomes known to the public through no fault of proposed performance by the Executive or other violation of this Agreement; (iii) is independently developed or lawfully disclosed to Executive by a third party that is unrelated to the Company and is not bound by obligations of confidentiality to the Company with respect thereto; or (iv) is disclosed to the Executive by a third party under no obligation to maintain the confidentiality of the information. The Executive agrees, during and after the Term, except as reasonably necessary for the fulfillment of his duties under this Agreement: . Confidential Information does not include information which (a) is generally known to the industry or the public other than as a result of a breach of this Agreement or any other agreements by the Executive, or (b) is or becomes available to the Executive on a non-confidential basis from a source other than the Company or its subsidiaries or affiliates or their respective directors, employees, or agents. The Company will own any and all right, title, or interest that Executive may develop or establish in any designs, products, discoveries, inventions, original works of authorship, trade secrets, innovations, improvements, developments, modifications, know-how, technology, process, management reports, internal reports and memoranda, product development plans and strategies, customer lists, marketing, pricing, and sales plans, policies, and strategies, whether or not patentable which Executive conceives, reduces to practice, devises, develops, discovers, or incorporates in Company products or services, either alone or jointly, or to which Executive otherwise contributes during the term of Executive’s employment with the Company, insofar as such may either (a) relate to or arise out of the business of the Company, whether or not during business hours and whether or not Company resources are utilized, or (b) involve the use of Company resources, including Executive’s time and attention during business and/or non-business hours (“Employer Work Product”). Executive will make a complete and prompt disclosure of all Employer Work Product to the Company at all times that any such Employer Work Product arises, and Executive hereby irrevocably and exclusively assigns to the Company, without further compensation, all rights in all Employer Work Product. During the term of this Agreement and at the sole cost of the Company, Executive will do all reasonable acts and things as may be reasonably necessary to confirm and vest the entire right, title and interest in the Employer Work Product in the Company and to secure to the Company full protection of the same, including without limitation, the execution and delivery of assignments, patent applications, and other documents or papers, whether during employment with the Company or any time after termination of such employment. In order to confirm the rights of the Company, Executive also will assign to the Company any and all copyrights and reproduction rights to any written material prepared by Executive during employment with the Company. In addition to the foregoing, without compensation but at the Company’s expense, for a period of two (2) years following the termination for any reason of employment with the Company, Executive, upon reasonable notice by the Company, will cooperate with the Company in securing or defending the right, title, and interest of the Company in the Employer Work Product (subject in all cases to the then obligations and responsibilities of the Executive). Notwithstanding the foregoing, Executive will retain all right, title and interest in any intellectual property that is (i) developed exclusively during non-business hours of the Company or when Executive is not working for the Company; (ii) developed without the use of any Company resources (including, but not limited to, Company technology, research, materials, equipment, patient information and patient participation in any test trials); (iii) not in any way related to use any such Confidential and Proprietary Information for himself the current or othersprospective business of the Company (of which the Executive is aware); and (iiiv) to keep confidential and not disclose or make accessible to any other person or entity any Confidential and Proprietary Information. The disclosed in writing by Executive agrees to return immediately all Confidential and Proprietary Information and Company material and reproductions (including but not limited, to writings, correspondence, notes, drafts, records, invoices, technical and business policies, computer programs or disks) thereof in his possession to the Company upon termination (A) prior to the signing of employmentthis Agreement with respect to any intellectual property that was developed prior to the signing of this Agreement or (B) within ten (10) days of being conceived or otherwise developed by or on behalf of Executive after the date of the signing of this Agreement. Executive expressly acknowledges and agrees that Executive has disclosed to the Company in writing prior to signing this Agreement, any and all designs, discoveries, inventions, original works of authorship, trade secrets, innovations, improvements, developments, modifications, know-how, technology, process, management reports, internal reports and memoranda, customer lists, marketing plans or at pricing policies of Executive (collectively “Executive’s Intellectual Property”), with Executive hereby irrevocably and exclusively assigning and transferring all Executive’s Intellectual property to the Company without any time upon further compensation other than the consideration payable to Executive under the terms of the Purchase Agreement. With respect to any of Executive’s Intellectual Property (i) that Executive has not disclosed to the Company pursuant to this paragraph 7 but that is incorporated into products or services of the Company or brought to the Company for use in the products or services of the Company or (ii) that Executive has disclosed in writing to the Company but incorporated into work performed for the Company without the prior written permission of the Company, Executive hereby exclusively assigns and transfers to the Company, without further compensation, all rights in all such Executive’s requestIntellectual Property in accordance with this paragraph 7.

Confidential Information and Inventions. (a) The Executive recognizes and acknowledges that in the course of his duties he is likely to receive confidential or proprietary information owned by the Company or third parties with whom the Company has an obligation of confidentiality, relating to and used in the Company’s 's business (collectively, “"Confidential and Proprietary Information”"). Confidential and Proprietary Information shall include, but shall not be limited to, confidential or proprietary scientific or technical information, data, study results, study design, formulas and related concepts, business plans (both current and under development), client lists, promotion and marketing programs, trade secrets, or any other confidential or proprietary business information relating to development programs, costs, revenues, marketing, investments, sales activities, promotions, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company or of any affiliate, affiliate or client or service provider of the Company, and any and all information relating to the operation of the Company’s 's business which the Company may from time to time designate as confidential or proprietary or that the Executive reasonably knows should be, or has been, treated by the Company as confidential or proprietary. The Executive expressly acknowledges that the Confidential and Proprietary Information constitutes a protectable business interest of the Company. The Executive further agrees that if any information that the Company deems to be a trade secret is found by a court of competent jurisdiction not to be a trade secret, such information will, nevertheless, be considered Confidential and Proprietary Information for purposes of this Agreement. Confidential and Proprietary Information does not include any information that: (i) at the time of disclosure is generally known to, or readily ascertainable by, the public; (ii) becomes known to the public through no fault of the Executive or other violation of this Agreement; or (iii) is independently developed or lawfully disclosed to Executive by a third party that is unrelated to the Company and is not bound by obligations of confidentiality to the Company with respect thereto; or (iv) is disclosed to the Executive by a third party under no obligation to maintain the confidentiality of the information. The Executive agrees, during and after the Term, except as reasonably necessary for the fulfillment of his duties under this Agreement: (i) not to use any such Confidential and Proprietary Information for himself or others; and (ii) to keep confidential and not disclose or make accessible to any other person or entity any Confidential and Proprietary Information; and (iii) not to take any Company Confidential and Proprietary Information (including but not limited to writings, correspondence, notes, drafts, records, invoices, technical and business policies, computer programs or disks) from the Company's offices at any time. The Executive agrees to return immediately all Confidential and Proprietary Information and Company material and reproductions (including but not limited, to writings, correspondence, notes, drafts, records, invoices, technical and business policies, computer programs or disks) thereof in his possession to the Company upon termination of employment, or at any time upon the Company’s 's request.

Confidential Information and Inventions. (a) The Executive recognizes and acknowledges that in the course of his Executive’s duties he Executive is likely to receive confidential or proprietary information owned by the Company or third parties with whom the Company has an obligation of confidentiality, relating to and used in the Company’s business (collectively, “Confidential and Proprietary Information”). Confidential and Proprietary Information shall include, but shall not be limited to, confidential or proprietary scientific or technical information, data, study results, study design, formulas and related concepts, business plans (both current and under development), client lists, promotion and marketing programs, trade secrets, or any other confidential or proprietary business information relating to development programs, costs, revenues, marketing, investments, sales activities, promotions, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company or of any affiliate, client or service provider of the Company, and any and all information relating to the operation of the Company’s business which the Company may from time to time designate as confidential or proprietary or that the Executive reasonably knows should be, or has been, treated by the Company as confidential or proprietary. The Executive expressly acknowledges that the Confidential and Proprietary Information constitutes a protectable business interest of the Company. The Executive further agrees that if any information that the Company deems to be a trade secret is found by a court of competent jurisdiction not to be a trade secret, such information will, nevertheless, be considered Confidential and Proprietary Information for purposes of this Agreement. Confidential and Proprietary Information does not include any information that: (i) at the time of disclosure is generally known to, or readily ascertainable by, the public; (ii) becomes known to the public through no fault of the Executive or other violation of this Agreement; or (iii) is independently developed or lawfully disclosed to Executive by a third party that is unrelated to the Company and is not bound by obligations of confidentiality to the Company with respect thereto; or (iv) is disclosed to the Executive by a third party under no obligation to maintain the confidentiality of the information. The Executive agrees, during and after the Term, except as reasonably necessary for the fulfillment of his Executive’s duties under this Agreement: (i) not to use any such Confidential and Proprietary Information for himself herself or others; and (ii) to keep confidential and not disclose or make accessible to any other person or entity any Confidential and Proprietary Information. The Executive agrees to return immediately all Confidential and Proprietary Information and Company material and reproductions (including but not limited, to writings, correspondence, notes, drafts, records, invoices, technical and business policies, computer programs or disks) thereof in his Executive’s possession to the Company upon termination of employment, or at any time upon the Company’s request.

Confidential Information and Inventions. (a) The Executive recognizes and acknowledges that in the course of his duties he is likely to receive confidential or proprietary information owned by the Company or third parties with whom the Company has an obligation of confidentiality, relating to and used in the Company’s business (collectively, “Confidential and Proprietary Information”). Confidential and Proprietary Information shall include, but shall not be limited to, confidential or proprietary scientific or technical information, data, study results, study design, formulas and related concepts, business plans (both current and under development), client lists, promotion and marketing programs, trade secrets, or any other confidential or proprietary business information relating to development programs, costs, revenues, marketing, investments, sales activities, promotions, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company or of any affiliate, client or service provider of the Company, and any and all information relating to the operation of the Company’s business which the Company may from time to time designate as confidential or proprietary or that the Executive reasonably knows should be, or has been, treated by the Company as confidential or proprietary. The Executive expressly acknowledges that the Confidential and Proprietary Information constitutes a protectable business interest of the Company. The Executive further agrees that if any information that the Company deems to be a trade secret is found by a court of competent jurisdiction not to be a trade secret, such information will, nevertheless, be considered Confidential and Proprietary Information for purposes of this Agreement. Confidential and Proprietary Information does not include any information that: (i) at the time of disclosure is generally known to, or readily ascertainable by, the public; (ii) becomes known to the public through no fault of the Executive or other violation of this Agreement; or (iii) is independently developed or lawfully disclosed to Executive by a third party that is unrelated to the Company and is not bound by obligations of confidentiality to the Company with respect thereto; or (iv) is disclosed to the Executive by a third party under no obligation to maintain the confidentiality of the information. The Executive agrees, during and after the Term, except as reasonably necessary for the fulfillment of his duties under this Agreement: (i) not to use any such Confidential and Proprietary Information for himself or others; and (ii) to keep confidential and not disclose or make accessible to any other person or entity any Confidential and Proprietary Information; and (iii) not to take any Company Confidential and Proprietary Information (including but not limited to writings, correspondence, notes, drafts, records, invoices, technical and business policies, computer programs or disks) from the Company’s offices at any time. The Executive agrees to return immediately all Confidential and Proprietary Information and Company material and reproductions (including but not limited, to writings, correspondence, notes, drafts, records, invoices, technical and business policies, computer programs or disks) thereof in his possession to the Company upon termination of employment, or at any time upon the Company’s request.

Confidential Information and Inventions. (a) The Executive recognizes and acknowledges that in the course of his duties he is likely to receive confidential or proprietary information owned by the Company or third parties with whom the Company has an obligation of confidentiality, relating to and used in the Company’s business (collectively, “Confidential and Proprietary Information”). Confidential and Proprietary Information shall include, but shall not be limited to, confidential or proprietary scientific or technical information, data, study results, study design, formulas and related concepts, business plans (both current and under development), client lists, promotion and marketing programs, trade secrets, or any other confidential or proprietary business information relating to development programs, costs, revenues, marketing, investments, sales activities, promotions, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company or of any affiliate, client or service provider of the Company, and any and all information relating to the operation of the Company’s business which the Company may from time to time designate as confidential or proprietary or that the Executive reasonably knows should be, or has been, treated by the Company as confidential or proprietary. The Executive expressly acknowledges that the Confidential and Proprietary Information constitutes a protectable business interest of the Company. The Executive further agrees that if any information that the Company deems to be a trade secret is found by a court of competent jurisdiction not to be a trade secret, such information will, nevertheless, be considered Confidential and Proprietary Information for purposes of this Agreement. Confidential and Proprietary Information does not include any information that: (i) at the time of disclosure is generally known to, or readily ascertainable by, the public; (ii) becomes known to the public through no fault of the Executive or other violation of this Agreement; or (iii) is independently developed or lawfully disclosed to Executive by a third party that is unrelated to the Company and is not bound by obligations of confidentiality to the Company with respect thereto; or (iv) is disclosed to the Executive by a third party under no obligation to maintain the confidentiality of the information. The Executive agrees, during and after the Term, except as reasonably necessary for the fulfillment of his duties under this Agreement: (i) not to use any such Confidential and Proprietary Information for himself or others; and (ii) to keep confidential and not disclose or make accessible to any other person or entity any Confidential and Proprietary Information. The Executive agrees to return immediately all Confidential and Proprietary Information and Company material and reproductions (including but not limited, to writings, correspondence, notes, drafts, records, invoices, technical and business policies, computer programs or disks) thereof in his possession to the Company upon termination of employment, or at any time upon the Company’s request.

Confidential Information and Inventions. (a) The Executive recognizes and acknowledges that in the course of his duties he is likely to will receive confidential or proprietary information owned by the Company Company, its affiliates or third parties with whom the Company or any such affiliates has an obligation of confidentiality. Accordingly, relating during and after the Term, Executive agrees to keep confidential and used not disclose or make accessible to any other person or use for any purpose other than in connection with the Company’s business fulfillment of Executive's duties under this Agreement, any Confidential and Proprietary Information (collectivelyas defined below) owned by, “or received by or on behalf of, the Company or any of its affiliates. "Confidential and Proprietary Information”). Confidential and Proprietary Information shall include, but shall not be limited to, " means confidential or proprietary scientific or technical information, data, study results, study design, formulas and related concepts, software programs and applications, business plans (both current and under development), client lists, promotion promotional and marketing programs, trade secrets, or any other confidential or proprietary business information relating to development programs, costs, revenues, marketing, investments, sales activities, promotions, credit and financial data, manufacturing processesresearch and development, financing methods, plans or the business and affairs of the Company or of any affiliate, affiliate or client or service provider of the Company. Notwithstanding the foregoing, Confidential and Proprietary Information shall not include (i) any and all information relating to the operation extent it becomes generally known to the public through no fault of Executive or (ii) any information which Executive is required to disclose as a result of a subpoena or other legal process, provided, however, Executive shall give prompt notice of such request to the Company’s business which Company so that the Company may from time seek an appropriate protective order. If, in the absence of a protective order, Executive is legally compelled to time designate as confidential or proprietary or disclose Confidential and Proprietary Information, such Confidential and Proprietary Information (and only such Confidential and Proprietary Information) may be disclosed in such proceeding without liability hereunder;' provided, however, that the Executive reasonably knows should be, or has been, treated by shall give the Company written notice of the Confidential and Proprietary Information to be disclosed as far in advance of its disclosure as is. practical and, upon the Company's request and at the Company's expense, Executive shall use all reasonable efforts to obtain assurances that confidential or proprietarytreatment will be. The accorded to the disclosure of such Confidential and Proprietary Information in such proceeding. Executive expressly acknowledges the trade secret status of the Confidential and Proprietary Information and that the Confidential and Proprietary Information constitutes a protectable business interest of the Company. The Executive further agrees that if any information that the Company deems to be a trade secret is found by a court of competent jurisdiction not to be a trade secret, such information will, nevertheless, be considered Confidential and Proprietary Information for purposes of this Agreement. Confidential and Proprietary Information does not include any information that: (i) at the time of disclosure is generally known to, or readily ascertainable by, the public; (ii) becomes known to the public through no fault of the Executive or other violation of this Agreement; (iii) is independently developed or lawfully disclosed to Executive by a third party that is unrelated to the Company and is not bound by obligations of confidentiality to the Company with respect thereto; or (iv) is disclosed to the Executive by a third party under no obligation to maintain the confidentiality of the information. The Executive agrees, during and after the Term, except as reasonably necessary for the fulfillment of his duties under this Agreement: (i) not to use any such Confidential and Proprietary Information for himself or others; and (ii) not to keep confidential take any Company material, or reproductions (including, but not limited to writings, correspondence, notes, drafts, records, invoices, technical and not disclose business policies, software programs and applications or make accessible disks) thereof from the Company's offices at any time during his employment by the Company, except as required in the execution of Executive's duties to any other person or entity any Confidential and Proprietary Informationthe Company. The Executive agrees to return immediately promptly all Confidential and Proprietary Information and Company material and reproductions materials (including including, but not limited, to writings, correspondence, notes, drafts, records, invoices, technical and business policies, computer software programs and applications or disks) thereof in his possession to the Company upon request and in any event upon termination of employment, or at any time upon the Company’s request.