Common use of OWNERSHIP AND PROTECTION OF INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION Clause in Contracts

OWNERSHIP AND PROTECTION OF INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION. 4.1 All information, ideas, concepts, innovations, developments, methods, processes, designs, analyses, drawings, reports, discoveries and inventions and all improvements to any of the foregoing, whether or not patentable or reduced to practice, which are conceived, made, developed or acquired by Employee in whole or in part, individually or in conjunction with others, during Employee’s employment by Employer or any of the Employer Entities, both before and after the date hereof (whether during business hours or otherwise and whether on Employer’s premises or otherwise) which relate to the business, products or services of Employer or the Employer Entities (including, without limitation, all such information relating to corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customer’s organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names, marks, and any copyrightable work, trademark, trade secret or other intellectual property rights (whether or not composing confidential information, and all writings or materials of any type embodying any of such items) (collectively, “Work Product”), shall be the sole and exclusive property of Employer or any Employer Entity, as the case may be, and shall be treated as “work made for hire” to the fullest extent permissible under applicable law, including the U.S. Copyright Act. If, for any reason, any Work Product shall not legally be a “work made for hire” and/or ownership of any Work Product does not automatically accrue to Employer or another Employer Entity, as applicable, then Employee hereby irrevocably assigns and agrees to assign any and all of Employee’s right, title and interest thereto, whether or not now or hereafter known, existing, contemplated, recognized or developed, to Employer, and Employer shall have the right to use the same in perpetuity throughout the universe in any manner determined by Employer without any further payment to Employee whatsoever. To the extent Employee has any right, title or interest in any Work Product that cannot be assigned in the manner described above, Employee hereby unconditionally and irrevocably exclusively licenses such Work Product to Employer. Without limiting the foregoing, it is recognized that Employee is an experienced executive in the business of Employer and the Employer Entities, and through several decades of work in such business prior to his employment by Employer has acquired and retains knowledge, contacts, and information which are not covered by this Article 4.

OWNERSHIP AND PROTECTION OF INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION. 4.1 All information, ideas, concepts, innovations, developments, methods, processes, designs, analyses, drawings, reports, discoveries and inventions and all improvements to any of the foregoing, whether or not patentable or reduced to practice, which are conceived, made, developed or acquired by Employee in whole or in part, individually or in conjunction with others, during Employee’s employment by Employer or any of the Employer Entities, both before and after the date hereof (whether during business hours or otherwise and whether on Employer’s premises or otherwise) which relate to the business, products or services of Employer or the Employer Entities (including, without limitation, all such information relating to corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customer’s organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names, marks, and any copyrightable work, trademark, trade secret or other intellectual property rights (whether or not composing confidential information, and all writings or materials of any type embodying any of such items) (collectively, “Work Product”), shall be the sole and exclusive property of Employer or any Employer Entity, as the case may be, and shall be treated as “work made for hire” to the fullest extent permissible under applicable law, including the U.S. Copyright Act. If, for any reason, any Work Product shall not legally be a “work made for hire” and/or ownership of any Work Product does not automatically accrue to Employer or another Employer Entity, as applicable, then Employee hereby irrevocably assigns and agrees to assign any and all of Employee’s right, title and interest thereto, whether or not now or hereafter known, existing, contemplated, recognized or developed, to Employer, and Employer shall have the right to use the same in perpetuity throughout the universe in any manner determined by Employer without any further payment to Employee whatsoever. To the extent Employee has any right, title or interest in any Work Product that cannot be assigned in the manner described above, Employee hereby unconditionally and irrevocably exclusively licenses such Work Product to Employer. Without limiting the foregoing, it is recognized that Employee is an experienced executive in the business of Employer and the Employer Entities, and through several decades of work in such business prior to his employment by Employer has acquired and retains knowledge, contacts, and information which are not covered by this Article ‎Article 4.

OWNERSHIP AND PROTECTION OF INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION. 4.1 (A) All information, ideas, concepts, improvements, innovations, developments, methods, processes, designs, analyses, drawings, reports, discoveries discoveries, and inventions and all improvements to any of the foregoinginventions, whether patentable or not patentable or reduced to practice, which are conceived, made, developed or acquired by Employee in whole or in partGrantee, individually or in conjunction with others, during EmployeeXxxxxxx’s employment by Employer the Company or any of the Employer Entitiesits Subsidiaries, both before and after the date hereof Date of Grant (whether during business hours or otherwise and whether on Employerthe Company’s premises or otherwise) which relate to the business, products or services of Employer the Company or the Employer Entities its Subsidiaries (including, without limitation, all such information relating to corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customer’s organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names, marks, and any copyrightable work, trademarktrade mark, trade secret or other intellectual property rights (whether or not composing confidential information), and all writings or materials of any type embodying any of such items) items (collectively, “Work Product”), shall be the sole and exclusive property of Employer the Company or any Employer Entitya Subsidiary, as the case may be, and shall be treated as “work made for hire.” to the fullest extent permissible under applicable law, including the U.S. Copyright Act. If, for any reason, any Work Product shall not legally be a “work made for hire” and/or ownership of any Work Product does not automatically accrue to Employer or another Employer Entity, as applicable, then Employee hereby irrevocably assigns and agrees to assign any and all of Employee’s right, title and interest thereto, whether or not now or hereafter known, existing, contemplated, recognized or developed, to Employer, and Employer shall have the right to use the same in perpetuity throughout the universe in any manner determined by Employer without any further payment to Employee whatsoever. To the extent Employee has any right, title or interest in any Work Product that cannot be assigned in the manner described above, Employee hereby unconditionally and irrevocably exclusively licenses such Work Product to Employer. Without limiting the foregoing, it It is recognized that Employee the Grantee is an experienced executive in the business of Employer the Company and the Employer Entities, its Subsidiaries and through several decades of prior work in such business prior to his employment by Employer has the industry acquired and retains knowledge, contacts, and information which are not covered bound by this Article 4Section 14. (B) Grantee shall promptly and fully disclose all Work Product to the Company and shall cooperate and perform all actions reasonably requested by the Company (whether during or after the term of employment) to establish, confirm and protect the Company’s and/or its Subsidiaries’ right, title and interest in such Work Product. Without limiting the generality of the foregoing, the Grantee agrees to assist the Company, at the Company’s expense, to secure the Company’s and its Subsidiaries’ rights in the Work Product in any and all countries, including the execution by the Grantee of all applications and all other instruments and documents which the Company and/or its Subsidiaries shall deem necessary in order to apply for and obtain rights in such Work Product and in order to assign and convey to the Company and/or its Subsidiaries the sole and exclusive right, title and interest in and to such Work Product. If the Company is unable because of Xxxxxxx’s mental or physical incapacity or for any other reason (including Xxxxxxx’s refusal to do so after request therefor is made by the Company) to secure Xxxxxxx’s signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Work Product belonging to or assigned to the Company and/or its Subsidiaries pursuant to Section 14(A) above, then the Grantee by this Agreement irrevocably designates and appoints the Company and its duly authorized officers and agents as Xxxxxxx’s agent and attorney-in-fact to act for and in Xxxxxxx’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents or copyright registrations thereon with the same legal force and effect as if executed by Xxxxxxx. The Grantee agrees not to apply for or pursue any application for any United States or foreign patents or copyright registrations covering any Work Product other than pursuant to this Section 14 in circumstances where such patents or copyright registrations are or have been or are required to be assigned to the Company or any of its Subsidiaries. (C) Grantee acknowledges that the businesses of the Company and its Subsidiaries are highly competitive and that their strategies, methods, books, records, and documents, their technical information concerning their products, equipment, services, and processes, procurement procedures and pricing techniques, the names of and other information (such as credit and financial data) concerning their former, present or prospective customers and business affiliates, all comprise confidential business information and trade secrets which are valuable, special, and unique assets which the Company and/or its Subsidiaries use in their business to obtain a competitive advantage over their competitors. The Grantee further acknowledges that protection of such confidential business information and trade secrets against unauthorized disclosure and use is of critical importance to the Company and its Subsidiaries in maintaining their competitive position. The Grantee acknowledges that by reason of the Grantee’s duties to, and association with, the Company and its Subsidiaries, the Grantee has had and will have access to, and has and will become informed of, confidential business information which is a competitive asset of the Company and its Subsidiaries. The Grantee hereby agrees that the Grantee will not, at any time during or after his or her employment by the Company or its Subsidiaries, make any unauthorized disclosure of any confidential business information or trade secrets of the Company or its Subsidiaries, or make any use thereof, except in the carrying out of his or her employment responsibilities hereunder. The Grantee shall take all necessary and appropriate steps to safeguard confidential business information and protect it against disclosure, misappropriation, misuse, loss and theft. Confidential business information shall not include information in the public domain (but only if the same becomes part of the public domain through a means other than a disclosure prohibited hereunder). The above notwithstanding, a disclosure shall not be unauthorized if (i) it is required by law or by a court of competent jurisdiction or (ii) it is in connection with any judicial, arbitration, dispute resolution or other legal proceeding in which Grantee’s legal rights and obligations as an employee or under this Agreement are at issue; provided, however, that the Grantee shall, to the extent practicable and lawful in any such events, give prior notice to the Company of his or her intent to disclose any such confidential business information in such context so as to allow the Company or its Subsidiaries an opportunity (which the Grantee will not oppose) to obtain such protective orders or similar relief with respect thereto as may be deemed appropriate. Any information not specifically related to the Company and its Subsidiaries would not be considered confidential to the Company and its Subsidiaries. (D)All written materials, records, and other documents made by, or coming into the possession of, the Grantee during the period of Xxxxxxx’s employment by the Company or its Subsidiaries which contain or disclose confidential business information or trade secrets of the Company or its Subsidiaries, or which relate to Grantee’s Work Product described in Section 14(A) above, shall be and remain the property of the Company, or its Subsidiaries, as the case may be. Upon termination of Xxxxxxx’s employment, for any reason, the Grantee promptly shall deliver the same, and all copies thereof, to the Company. (E)Nothing in this Agreement shall prohibit or restrict the Grantee from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. The Grantee does not need the prior authorization of the Company to engage in conduct protected by this Section 14, and the Grantee does not need to notify the Company that the Grantee has engaged in such conduct. Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. 15.