Intellectual Capital Sample Clauses

Intellectual Capital. All copyrightable material originated and developed by Executive during the term of this Agreement (the “Works”) relating to the business of the Company shall constitute “works made for hire” for the Company, as the phrase is defined in Sections 101 and 201 of the Copyright Act of 1976 (Title 17, United States Code), and the Company shall be considered the author and shall be the copyright owner of all such Works. Upon the Company’s request and at its sole expense, Executive shall execute such documents and do such other acts as may be reasonably necessary to further evidence or effectuate the Company’s rights in and to the Works. If any of the Works do not qualify for treatment as a “work made for hire” or if Executive retains any interest in any components of the Works for any other reason except a specific written agreement to the contrary, Executive hereby grants, assigns and transfers to the Company all worldwide right, title, and interest in and to the Works, including, but not limited to, all United States and international copyrights and all other intellectual property rights in the Works, and all subsidiary rights therein, free and clear of any and all claims for royalties or other compensation except as stated in this Agreement.

Intellectual Capital. All methodologies, procedures, management tools, workshops, manuals, software, data files, concepts, ideas, inventions, know-how and other intellectual capital that Consultant has heretofore created or acquired or may hereafter create or acquire, while performing the Services or otherwise (“Intellectual Capital”), are and shall be the exclusive property of Consultant; provided, however, that (a) Consultant shall not use Intellectual Capital created or acquired while performing the Services in any engagement with any direct competitor of Client, and (b) before using, for any person or entity other than Client, any Intellectual Capital created or acquired while performing the Services, Consultant shall first purge any information or materials that were furnished to Consultant by Client and constitute Client’s Confidential Materials subject to the provisions of Paragraph 5 below. Except as provided in Paragraph 4 below, Client shall not have or acquire any title or interest in or to any Intellectual Capital.

Intellectual Capital. The parties acknowledge that both parties may have pre‐existing professional knowledge, know how, materials, methods, and/or techniques, developed by, and/or in its possession, including those which may have been copyrighted and/or patented by such party or constitute a trade secret, prior to the Effective Date of this MSA (such party’s “Intellectual Capital”) which may be accessed, modified, or enhanced in the provision of Services hereunder. The parties agree that, except as specifically provided in this MSA or any agreement, the other party will not acquire title or interest to any of the other party’s Intellectual Capital. Nothing in this clause shall be construed or interpreted as imposing any restriction on DYOPATH’s or Client’s disclosure or use of any general learning, skills, or know–how, commonly referred to as “general expertise,” acquired by such party and their personnel in connection with the Services provided under this MSA, if such disclosure or use would be regarded by a person of ordinary skill in the relevant technology as not constituting a disclosure or use of the other party’s confidential information.