Confidentiality Inventions a. Employee shall fully and promptly disclose to the Company all inventions, discoveries, software and writings that Employee may make, conceive, discover, develop or reduce to practice either solely or jointly with others during Employee’s employment with the Company, whether or not during usual work hours. Employee agrees that all such inventions, discoveries, software and writing shall be and remain the sole and exclusive property of the Company, and Employee hereby agrees to assign, and hereby assigns all of Employee’s right, title and interest in and to any such inventions, discoveries, software and writings to the Company. Employee agrees to keep complete records of such inventions, discoveries, software and writings, which records shall be and remain the sole property of the Company, and to execute and deliver, either during or after Employee’s employment with the Company, such documents as the Company shall deem necessary or desirable to obtain such letters patent, utility models, inventor’s certificates, copyrights, trademarks or other appropriate legal rights of the United States and foreign countries as the Company may, in its sole discretion, elect, and to vest title thereto in the Company, its successors, assigns, or nominees.
Confidentiality Inventions a. Payner recognizes that the services to be performed by xxx xxx xxxxxal, unique and extraordinary in that, by reason of her employment under this Agreement, she may acquire or has acquired confidential information and trade secrets concerning the operation of the Company, its predecessors, and/or its affiliates, the use or disclosure of which could cause the Company, or its affiliates substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, Payner covenants and agrees with the Company that she will not, directly or indirectly, at any time during the term of this Agreement or thereafter, except in the performance of her obligations to the Company or with the prior written consent of the Board of Directors or as otherwise required by court order, subpoena or other government process, directly or indirectly, disclose any secret or confidential information that she may learn or has learned by reason of her association with the Company. If Payner shall be required to make such disclosure pursuant to court order, subpoena or other government process, she shall notify the Company of the same, by personal delivery or electronic means, confirmed by mail, within 24 hours of learning of such court order, subpoena or other government process and, at the Company's expense, shall (i) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or government process, and (ii) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. The term "confidential information" includes, without limitation, information not in the public domain and not previously disclosed to the public or to the trade by the Company's management with respect to the Company's or its affiliates' facilities and methods, studies, surveys, analyses, sketches, drawings, notes, records, software, computer-stored or disk-stored information, processes, techniques, research data, marketing and sales information, personnel data, trade secrets and other intellectual property, designs, design concepts, manuals, confidential reports, supplier names and pricing, customer names and prices paid, financial information or business plans.
Confidentiality Inventions. Executive agrees to sign, and abide --------------------------- by the terms of, the Company's standard At-Will Employment, Confidential Information and Invention Assignment Agreement (the "Standard Agreement"), a copy of which is attached hereto as Exhibit C and the terms of which are hereby incorporated herein by reference and made a part of this Agreement; provided -------- that (i) the Company acknowledges that the provisions of the Standard Agreement regarding "at will" employment shall not affect Executive's rights under this Agreement and (ii) Executive acknowledges and agrees that to the extent any original works of authorship which are made by Executive (solely or jointly with others) within the scope of and during the period of Executive's employment with the Company are deemed not to be "works made for hire," Executive hereby assigns the copyright and all other intellectual property rights in such works to the Company; provided further that the foregoing assignment shall not apply to ---------------- inventions, the assignment of which is prohibited by California Labor Code Section 2870.
Confidentiality Inventions. (a) Concurrently with the execution of this Agreement, the Manager shall execute the Confidentiality, Non-Competition and Proprietary Rights undertaking in favor of the Company and any subsidiary and parent company of the Company, attached hereto as Appendix B. In this section 5 the term "Company" shall also include any affiliate entity of the Company.
Confidentiality Inventions. Advisor recognizes that information relating to the Company and its research and development programs and strategic and business activities and operations is proprietary and of significant value to the Company. Advisor agrees as follows:
Confidentiality Inventions a. Employee shall fully and promptly disclose to the Company all inventions, discoveries, software and writings that Employee may make, conceive, discover, develop or reduce to practice either solely or jointly with others during Employee’s employment with the
Confidentiality Inventions. The EMPLOYEE shall respect and agrees not to use in any way for his benefit or the benefit of others, except as directed by the COMPANY, confidential and proprietary information relating to the technologies, strategies and business practices and information of the COMPANY and/or its affiliates, which has commercial value to the COMPANY and/or its affiliates and which the COMPANY and/or its affiliates treats as confidential ("Confidential Information"). By way of illustration, but not limitation, Confidential Information includes (a) all ideas, discoveries, inventions, improvements, trade secrets, formulas, know-how, works of authorship or other intellectual property, (b) all inventions and other material produced or compiled by the COMPANY in performing services under this agreement, (c) information labeled "Confidential" or "Proprietary" or similarly identified by the COMPANY as confidential, (d) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, (e) information concerning supplies, vendors and customers, including without limitation, past, present and prospective customer lists, and (f) information regarding the skills and compensation of employees of the COMPANY. Confidential Information shall not include any information that (i) is or becomes generally known or available to the public through no fault of you or your representatives, agents or affiliates, (ii) is known and reduced to tangible form by you prior to the time it is disclosed to you, (iii) is legally acquired from a third party who has the right to disclose the information. EMPLOYEE acknowledges the confidential and proprietary character of the Confidential Information and agrees not to use, reproduce or disclose in any form all or any part of the Confidential Information without the prior written consent of the COMPANY in each instance, except as may be required in the ordinary course of performing services under this agreement, or as may be compelled by legal process. Upon termination of this agreement for any reason, including expiration of the term, the EMPLOYEE agrees to cease using and return to the COMPANY all whole or partial copies and derivatives of the Confidential Information (including without limitation material compiled by you pursuant to this agreement), whether in your possession or under your direct or indirect control, if requested in writing w...
Confidentiality Inventions. (a) Employee agrees that all business matters concerning the Company, any affiliate of the Company, or any customer of the Company will be treated by Employee as confidential Xx. XxXxxxx March 15, 2018 information and held in strict confidence. Employee agrees never, at any time during or after termination of Employee’s employment with the Company, regardless of the reason for or manner of termination, to, directly or indirectly, use any confidential information of the Company, or divulge, disclose, or furnish any confidential information of the Company to any person or business entity. Confidential information includes, but is not limited to: (i) any information relating to the conduct of the Company’s operations, including, but, not limited to, client lists, supplier lists, data, figures, sales figures, forecasts, projections, strategies, budgets, unpublished financial statements, estimates, tax records, personnel history, accounting procedures, bids, placement contracts, methods of client development, bidding techniques, pricing, placement strategies, and any information relating to research and development, any and all commercial or technical information, products or services of the Company, including, but not limited to any and all of the Company’s computer software programs, data processing programs, system programs, application programs, flow charts, logic diagrams, source codes and related documentation and materials; (ii) any commercial or technical information, know-how, discoveries, developments, techniques, improvements or other matters of which Employee may have gained knowledge, or discovered, invented or perfected while in the employ of the Company or any affiliates; and (iii) any ideas of processes relating to the development, operation or improvement of any program, product, article or process sold or distributed by the Company and/or any affiliate or customer of the Company.
Confidentiality Inventions. Executive agrees to sign (if not already executed), and abide by the terms of, the Company’s standard At-Will Employment, Confidential Information and Invention Assignment Agreement (the “Standard Agreement”), a copy of which is attached hereto as Exhibit C and the terms of which are hereby incorporated herein by reference and made a part of this Agreement; provided that Executive acknowledges and agrees that to the extent any original works of authorship which are made by Executive (solely or jointly with others) within the scope of and during the period of Executive’s employment with the Company are deemed not to be “works made for hire,” Executive hereby assigns the copyright and all other intellectual property rights in such works to the Company; provided further that the foregoing assignment shall not apply to inventions, the assignment of which is prohibited by California Labor Code Section 2870.
Confidentiality Inventions. 20.1 You will, in fulfilling your responsibilities, have access to confidential information relating to the Company or any associated employers and develop knowledge and influence over the Company’s suppliers and/or customers and/or be involved in making inventions or creating copyright material. You acknowledge that you have signed a separate Non-Disclosure and Invention Assignment Agreement (“NDIAA”) in favor of EBSI the ultimate parent company of the Company, which seeks to protect EBSI’s interests both during and after the termination of your service in your capacity as Chief Scientific Officer of EBSI. Nothing in this Agreement shall be construed to limit or alter your obligations under the NDIAA. Further, you agree that none of your obligations under this Agreement shall limit or alter your obligations under the NDIAA and that none of your obligations under the NDIAA shall limit or alter your obligations under this Agreement. You further agree that you will not assert any differences with respect to your obligations under this Agreement from those under the NDIAA as a defense to any obligations under the NDIAA, or this Agreement, respectively.
