Intellectual Property and Intellectual Property Assignment Sample Clauses

Intellectual Property and Intellectual Property Assignment. (1) Each Shareholder agrees that all Proprietary Property owned by such Shareholder prior to the date hereof and relating to the business of the Corporation hereto shall be hereby assignment, free and clear of all liens, to the Corporation. (2) Following the date hereof and after he ceases to be a shareholder of the Corporation, each Shareholder agrees that all Proprietary Property developed by such Shareholder relating to the business of the Corporation shall be owned by the Corporation and immediately assigned by the Shareholder to the Corporation. (3) Proprietary Property shall be promptly and fully disclosed by each Shareholder to the CEO and/or President and shall be the exclusive property of the Corporation. You hereby assign to the Corporation your entire right, title, and interest therein and shall promptly deliver to the Corporation to all Proprietary Property, including all papers, drawings, models, data, and other material relating to any of the foregoing Proprietary Property conceived, made, developed, created or reduced to practice by you as aforesaid. All patentable or copyrightable Proprietary Property shall be considered “works made for hire.” You shall, upon the Corporation’s request and at its expense, execute any documents necessary or advisable in the opinion of the Corporation’s counsel to assign, and confirm the Corporation’s title in the foregoing Proprietary Property and to direct issuance of patents or copyrights to the Corporation with respect to such Proprietary Property as are the Corporation’s exclusive property as against you and your successors, heirs, devisees, legatees and assigns under this Section 4.3 or to vest in the Corporation title to such Proprietary Property as against you and your successors, heirs, devisees, legatees and assigns, the expense of securing any such patent or copyright, however, to be borne by the Corporation.
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Related to Intellectual Property and Intellectual Property Assignment

  • Intellectual Property Assignment The Assignor assigns to the Company, its successors and assigns, for good and sufficient consideration in connection with execution of the Operating Agreement dated DATE , the entire right, title and interest in Intellectual Property and the associated rights and causes of action (as defined below) relating to the Company. Assignor’s continuing membership in the Company is also conditioned on the assignment to the Company of Assignor’s rights in respect of any Intellectual Property created by Assignor during his/her term of membership in the Company.

  • Intellectual Property Agreements Borrower shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Borrower's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts.

  • Intellectual Property Assets Priveco and its subsidiaries own or hold an interest in all intellectual property assets necessary for the operation of the business of Priveco and its subsidiaries as it is currently conducted (collectively, the “Intellectual Property Assets”), including: (i) all functional business names, trading names, registered and unregistered trademarks, service marks, and applications (collectively, the “Marks”); (ii) all patents, patent applications, and inventions, methods, processes and discoveries that may be patentable (collectively, the “Patents”); (iii) all copyrights in both published works and unpublished works (collectively, the “Copyrights”); and (iv) all know-how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans, drawings, and blue prints owned, used, or licensed by Priveco and its subsidiaries as licensee or licensor (collectively, the “Trade Secrets”).

  • Intellectual Property Matters A. Definitions

  • Intellectual Property, etc Each of Holdings and each of its Subsidiaries owns or has the right to use all domestic and foreign patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or other rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, in each case necessary for the conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.