Common use of Intellectual Property and Intellectual Property Assignment Clause in Contracts

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.