3.The Participant may in the course of the Engagement conceive, develop or contribute to material or information related to the Business of the Company, including, without limitation, software, technical documentation, ideas, inventions (whether or not patentable), hardware, know-how, marketing plans, designs, techniques, documentation and records, regardless of the form or media, if any, on which such is stored (referred to in this Agreement as “Proprietary Property”). The Company shall exclusively own all Proprietary Property which the Participant conceives, develops or contributes to in the course of the Engagement and all intellectual and industrial property and other rights of any kind in or relating to the Proprietary Property, including but not limited to all copyright, patent, trade secret and trade-mark rights in or relating to the Proprietary Property. For greater certainty, the Participant hereby assigns to the Company any and all rights that the Participant may have or obtain in or to the Proprietary Property. Material or information conceived, developed or contributed to by the Participant outside work hours on the Company’s premises or through the use of the Company’s property and/or assets shall also be Proprietary Property and be governed by this Agreement if such material or information relates to the Business of the Company. The Participant shall keep full and accurate records accessible at all times to the Company relating to all Proprietary Property and shall promptly disclose and deliver to the Company all Proprietary Property.
All right, title and interest in and to Proprietary Property, as between Executive and the Company, belongs to the Company and Executive has no rights in any such Proprietary Property.For greater certainty, all right, title and interest (including any intellectual property rights) in and to all Proprietary Property that Executive may acquire in the course of employment with the Company are hereby assigned to the Company.Executive agrees to make full disclosure to the Company of and to properly document each development of any Proprietary Property, and to provide written documentation describing such Proprietary Property to the Company, promptly after its creation.At the request and expense of the Company, both during and after employment with the Company, Executive shall do all acts necessary and sign all documentation necessary in order to assign all right, title and interest in and to the Proprietary Property to the Company and to enable the Company to register patents, copyrights, trade-marks, mask works, industrial designs and such other protections as the Company deems advisable anywhere in the world.The provisions of this paragraph requiring the assignment of Proprietary Property do not apply to any Proprietary Property that qualifies under California Labor Code section 2870, i.e., developed entirely on Executive’s own time without using the Company’s equipment, supplies, facilities, or trade secret information, except for those inventions that either (i) relate at the time of conception or reduction to practice of the invention to the Company’s business, or actual or demonstrably anticipated research or development of the Company, or (ii) result from any work performed by Executive for the Company.California Labor Code section 2870 is reproduced in the attached Written Notification to Employee in Exhibit A to Schedule A (attached hereto). Executive further represents that Exhibit B to Schedule A (attached hereto) contains a complete list of all inventions made, conceived, or first reduced to practice by Executive, under Executive’s direction or jointly with others prior to Executive’s employment with the Company and which are not assigned to the Company hereunder (“Prior Work Product”).If nothing is listed on Exhibit B to Schedule A, Executive represents that there is no such Prior Work Product.
Executive’s sole and exclusive remedy for any breach of this Confidentiality Agreement by the Company is limited to monetary damages and Executive shall not make any claim in respect of any rights to or interest in any Confidential Information or Proprietary Property.Executive hereby waives, relinquishes and conveys to the Company any and all claims of any nature whatsoever, which Executive now or hereafter has for infringement of any proprietary rights assigned to the Company. Executive acknowledges that it would be difficult to compute the monetary loss to the Company arising from a breach or threatened breach of this Confidentiality Agreement by Executive and that, accordingly, the Company shall be entitled to specific performance, injunctive or other equitable relief in addition to or instead of monetary damages, without the necessity of establishing that monetary damages would be inadequate.
3.All right, title and interest in and to Proprietary Property (including the Proprietary Property described in paragraph 6 below), as between the Worker and the Company, belongs to the Company and the Worker has no rights in any such Proprietary Property. For greater certainty, all right, title and interest (including any intellectual property rights) in and to all Proprietary Property that the Worker may acquire in the course of employment or engagement with the Company are hereby assigned to the Company. The Worker agrees to make full disclosure to the Company of and to properly document each development of any Proprietary Property, and to provide written documentation describing such Proprietary Property to the Company, promptly after its creation. At the request and expense of the Company, both during and after employment or engagement with the Company, the Worker shall do all acts necessary and sign all documentation necessary in order to assign all right, title and interest in and to the Proprietary Property to the Company and to enable the Company to register patents, copyrights, trade-marks, mask works, industrial designs and such other protections as the Company deems advisable anywhere in the world. The Worker irrevocably designates and appoints the Company and its duly authorized officers and agents as the Worker's agent and attorney-in-fact, to act for and in the Worker's behalf and stead to execute and file any such instruments and papers and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of patents, copyrights, trade-marks, mask works, industrial designs and such other protections related to the Proprietary Property. This power of attorney is coupled with an interest and shall not be affected by the Worker's subsequent incapacity or death.
The Participant agrees that the Participant will, if requested from time to time by the Company, execute such further reasonable agreements as to confidentiality and proprietary rights as the Companys customers or suppliers reasonably requires to protect confidential information or proprietary property. Without limiting the generality of the foregoing, the Participant agrees to execute, and be bound by, the attached Conflict of Interest Policy.
6.1 Definition of Proprietary Property. For purposes of this Agreement, “Proprietary Property” shall mean non-public information that relates to the actual or anticipated business or research and development of the Company, designs, specifications, ideas, formulas, discoveries, inventions, improvements, innovations, concepts and other developments, trade secrets, techniques, methods, know-how, technical and non-technical data, works of authorship, computer programs, computer algorithms, computer architecture, mathematical models, drawings, trademarks, copyrights, customer lists and customers (including, but not limited to, customers of the Company on whom Executive called or with whom Executive became acquainted during the term of his employment), marketing plans, and all other matters which are legally protectable or recognized as forms of property, whether or not patentable or reduced to practice or to a writing.
All right, title and interest in and to Confidential Information and Proprietary Property (including, without limitation, the Proprietary Property described below), belongs to the Company, and Employee has no rights in any such Confidential Information and Proprietary Property. For greater certainty, all right, title and interest (including without limitation any intellectual property rights) in and to all Confidential Information and Proprietary Property that Employee may acquire or hold in the course of his or her employment is hereby assigned to the Company. Employee acknowledges that a Company customer or other third party (referred to in this Agreement as “Customer”) may, under the terms of its agreement with the Company, own the applicable right, title and interest (including without limitation any intellectual property rights) in certain Proprietary Property (referred to in this Agreement as “Customer Proprietary Property”) and Employee agrees to abide by any and all terms of said Customer agreements as they relate to Customer Proprietary Property and Customer confidential information.
(d) Intellectual Property. Within 60 days after Closing, Buyer shall discontinue its and the LLCs’ use of all of trademarks, tradenames, and any other intellectual property of Sellers and their Affiliates (the “Proprietary Property”). Neither Buyer nor the LLCs shall have any right, title or interest in or to such Proprietary Property, and such parties shall take no action to create or reproduce any materials using any of the Proprietary Property. To the extent the LLCs own, through creation or otherwise, any right or interest in any of the Proprietary Property, each LLC hereby transfers and assigns such rights and interests to the Sellers.
Any and all documents, drawings, specifications, and reports prepared, accumulated or developed expressly in connection with the rendering of the Services by Consultant, any subcontractor or their respective employees or representatives, and delivered to and accepted by Company hereunder (collectively, “Work Product”) shall, upon payment by Company of all amounts due to Consultant hereunder, become the sole property of Company without any further consideration. Consultant hereby grants to Company a perpetual, non-exclusive license to use, copy, distribute and make derivatives of any proprietary rights or specialized knowledge of Consultant to the extent it is part of any Work Product for Company’s internal business use but to be used only for the Project. The above notwithstanding, Consultant shall retain its rights in its standard documents, designs, reports and any other proprietary property. Rights to intellectual property utilized in the performance of the Services shall remain the property of Consultant.
3.10Ownership of Proprietary Property. Manager retains ownership of and reserves all Intellectual Property Rights relating to the Proprietary Property. To the extent that Owner has or obtains any claim to any right, title or interest in the Proprietary Property, including, without limitation, in any suggestions, enhancements or contributions that Owner may provide regarding the Proprietary Property, Owner hereby assigns and transfers exclusively to Manager all right, title and interest, including, without limitation, all Intellectual Property Rights, free and clear of any liens, encumbrances or licenses in favor of Owner or any other party, in and to the Proprietary Property. In addition, Owner will perform, at no material out-of-pocket cost to Owner, any acts that may be deemed reasonably desirable by Manager to evidence more fully the transfer of ownership of right, title and interest in the Proprietary Property to Manager, including but not limited to the execution of any instruments or documents now or hereafter requested by Manager to perfect, defend or confirm the assignment described herein, in a form reasonably determined by Manager. Without limiting the generality of the foregoing, Owner acknowledges and agrees that the name “CWS”, “Marquis”, “Marq” and “M at ” and any logo, service mark, trade name, trademark, trade dress, logo, characterization or name utilizing “CWS”, “Marquis”, “Marq” and “M at ” and/or the stylized “M”, and all domain names, websites, social media accounts and all user names and password account information necessary for accessing and controlling said websites and social medic accounts (collectively, the “Property Marks”) constitute Proprietary Property. Notwithstanding the foregoing, subject to entering into a license agreement with Manager (the “License Agreement”), Owner may use certain of the Property Marks (excluding the name “CWS” and all related Intellectual Property Rights) so long as Manager is the property manager of the Property and this Agreement remains in full force and effect.
5.2 If Party A makes improvements to “intellectual property”, such improvements shall be Party B’s exclusive proprietary property. Party A hereby transfers to Party B all of its rights, title and interests in and to such improvements.