Common use of Proprietary Developments Clause in Contracts

Proprietary Developments. Any and all inventions, products, discoveries, improvements, processes, methods, computer software programs, models, techniques, formulae, trade secrets, service marks, trademarks and works of authorship (collectively, hereinafter referred to as "Intellectual Property"), made, developed or created by the Executive (alone or in conjunction with others, during regular hours of work or otherwise) during the Executive's employment by the Companies, which may be directly or indirectly useful in, or relate to, business conducted or to be conducted by the Companies shall be the Companies' exclusive property and will be promptly disclosed by the Executive to the Companies. The term "Intellectual Property" shall not be deemed to include inventions, products, discoveries, improvements, processes, methods, computer software programs, models, techniques, formulae, trade secrets, service marks, trademarks or works of authorship which were in the possession of the Executive prior to the Executive's employment by the Companies and which were not obtained from or through the Companies. To the fullest extent permitted by law, such Intellectual Property shall be deemed works made for hire. Executive hereby transfers and assigns to the Company or its designated affiliate any proprietary rights which Executive may have or acquire in any such Intellectual Property, and Executive waives any license or other special right which Executive may have or accrue therein. Executive agrees to execute any documents and to take any actions that may be required, as reasonably determined by the Company's counsel, to effect and confirm such transfer, assignment and waiver. The Executive will, upon the Company's request, execute any documents necessary or advisable in the opinion of the Company's counsel to direct the issuance of patents, trademarks or copyrights to the Company or its designated affiliate with respect to such Intellectual Property as are to be the Companies' exclusive property under this Section 8 or to vest in the Company or such affiliate title to such Intellectual Property, the expense of securing any patent, trademark or copyright, however, to be borne by the Company or such affiliate. The Executive will keep confidential and will hold for sole benefit of the Companies any Intellectual Property which is to be their exclusive property under this Section 8 for which no patent, trademark or copyright is issued. The Executive agrees that non-public terms of Intellectual Property shall constitute Confidential Information within the meaning of Section 7(a). The foregoing provisions of this Section 8 shall be binding upon the Executive's heirs and legal representatives. The agreements of the Executive in this Section shall be enforceable by injunction and shall survive the termination of this Agreement.

Proprietary Developments. Any and all inventions, products, discoveries, improvements, processes, methods, computer software programs, models, techniques, formulae, trade secrets, service marks, trademarks and works of authorship (collectively, hereinafter referred to as "“Intellectual Property"”), made, developed or created by the Executive (alone or in conjunction with others, during regular hours of work or otherwise) during the Executive's ’s employment by the Companies, which may be directly or indirectly useful in, or relate to, business conducted or to be conducted by the Companies shall be the Companies' ’ exclusive property and will be promptly disclosed by the Executive to the Companies. The term "“Intellectual Property" ” shall not be deemed to include include, inventions, products, discoveries, improvements, processes, methods, computer software programs, models, techniques, formulae, trade secrets, service marks, trademarks or works of authorship which were in the possession of the Executive prior to the Executive's ’s employment by the Companies and which were not obtained from or through the Companies. To the fullest extent permitted by law, such Intellectual Property shall be deemed works made for hire. The Executive hereby transfers and assigns to the Company or its designated affiliate any proprietary rights which the Executive may have or acquire in any such Intellectual Property, and the Executive waives any license or other special right which the Executive may have or accrue therein. The Executive agrees upon request to execute any documents and to take any actions that may be required, as reasonably determined by the Company's ’s counsel, to effect and confirm such transfer, assignment and waiver. The Executive will, upon the Company's ’s request, execute any documents necessary or advisable in the opinion of the Company's ’s counsel to direct the issuance of patents, trademarks or copyrights to the Company or its designated affiliate with respect to such Intellectual Property as are to be the Companies' ’ exclusive property under this Section 8 or to vest in the Company or such affiliate title to such Intellectual Property, the expense of securing any patent, trademark or copyright, however, to be borne by the Company or such affiliate. The Executive will keep confidential and will hold for the sole benefit of the Companies any Intellectual Property which is to be their exclusive property under this Section 8 for which no patent, trademark or copyright is issued. The Executive agrees that non-public terms of Intellectual Property shall constitute Confidential Information within the meaning of Section 7(a). The foregoing provisions of this Section 8 shall be binding upon the Executive's ’s heirs and legal representatives. The agreements of the Executive in this Section shall be enforceable by injunction and shall survive the termination of the Executive’s employment under this Agreement.