The "Ownership of Proprietary Information" clause establishes that any proprietary information or intellectual property created, disclosed, or accessed during the course of the agreement remains the exclusive property of the originating party. This clause also typically includes provisions outlining how such information should be handled, protected, and used by the receiving party to prevent unauthorized disclosure or misuse.
Section 5. OWNERSHIP OF PROPRIETARY INFORMATION. The Consultant agrees that all information that has been created, discovered of developed by the Company, its subsidiaries, affiliates, licensors, licensees, successors or assigns (collectively, the “Affiliates”) (including, without limitation, information relating to the development of the Company’s business created, discovered, developed by the Company any of its affiliates during the term of this Agreement, and information relating to the Company’s customers, suppliers, advisors, and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company or the Affiliates, shall be the sole property of the Company or the Affiliates, as applicable, and the Company or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith, including, without limitation, the right to make application for statutory protection. All the aforementioned information is hereinafter called “Proprietary Information.” By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, improvements, inventions, product concepts, techniques, marketing plans, merger and acquisition targets, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications and divisional applications and information about the Company’s Affiliates, its employees and/or advisors (including, without limitation, the compensation, job responsibility and job performance of such employees and/or advisors). All original content, proprietary information, trademarks, copyrights, patents or other intellectual property created by the Consultant that does not include any specific information relative to the patents or other intellectual property created by the Consultant that does not include any specific information relative to the Company’s proprietary information, shall be the sole and exclusive property of the Consultant.
Section 5. OWNERSHIP OF PROPRIETARY INFORMATION. The Consultant agrees that all information that has been created, discovered of developed by the Company, its subsidiaries, affiliates, licensors, licensees, successors or assigns (collectively, the “Affiliates”) (including, without limitation, information relating to the development of the Company’s business created, discovered, developed by the Company any of its affiliates during the term of this Agreement, and information relating to the Company’s customers, suppliers, advisors, and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company or the Affiliates, shall be the sole property of the Company or the Affiliates, as applicable, and the Company or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith, including, without limitation, the right to make application for statutory protection. All the aforementioned information is hereinafter called “Proprietary Information.” By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, improvements, inventions, product concepts, techniques, marketing plans, merger and acquisition targets, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications and divisional applications and information about the Company’s Affiliates, its employees and/or advisors (including, without limitation, the compensation, job responsibility and job performance of such employees and/or advisors). All original content, proprietary information, trademarks, copyrights, patents or other intellectual property created by the Consultant that does not include any specific information relative to the patents or other intellectual property created by the Consultant that does not include any specific information relative to the Company’s proprietary information, shall be the sole and exclusive property of the Consultant.
6. Ownership of Proprietary Information. The Recipient agrees that it shall not receive any right, title or interest in, or any license or right to use, the Disclosing Party’s Proprietary Information or any patent, copyright, trade secret, trademark or other intellectual property rights therein, by implication or otherwise.
Section 5. OWNERSHIP OF PROPRIETARY INFORMATION. The Consultant agrees that all information that has been created, discovered of developed by the Company, its subsidiaries, affiliates, licensors, licensees, successors or assigns (collectively, the “Affiliates”) (including, without limitation, information relating to the development of the Company’s business created, discovered, developed by the Company any of its affiliates during the term of this Agreement, and information relating to the Company’s customers, suppliers, advisors, and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company or the Affiliates, shall be the sole property of the Company or the Affiliates, as applicable, and the Company or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith, including, without limitation, the right to make application for statutory protection. All the aforementioned information is hereinafter called “Proprietary Information.” By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, improvements, inventions, product concepts, techniques, marketing plans, merger and acquisition targets, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications and divisional applications and information about the Company’s Affiliates, its employees and/or advisors (including, without limitation, the compensation, job responsibility and job performance of such employees and/or advisors). All original content, proprietary information, trademarks, copyrights, patents or other intellectual property created by the Consultant that does not include any specific information relative to the patents or other intellectual property created by the Consultant that does not include any specific information relative to the Company’s proprietary information, shall be the sole and exclusive property of the Consultant.
6. Ownership of Proprietary Information. The Recipient agrees that it shall not receive any right, title or interest in, or any license or right to use, the Disclosing Party’s Proprietary Information or any patent, copyright, trade secret, trademark or other intellectual property rights therein, by implication or otherwise.
5.2Ownership of Proprietary Information; Assignment. All Property, Information and Inventions including all title, patents, patent rights, copyrights, trade secret rights, database rights and other intellectual or industrial property rights of any sort anywhere in the world in connection with such Property, Information and Inventions (collectively “Rights”) shall be the sole property of Company. Consultant hereby assigns to Company any Rights that Consultant may have or acquire in such proprietary Information.
SECTION 7. Ownership of Proprietary Information. The Advisors agree that all information that has been created, discovered or developed by the Company, its subsidiaries, affiliates, licensors, licensees, successors or assigns (collectively, the "Affiliates") (including, without limitation, information relating to the development of the Company's business created, discovered, developed by the Company or any of its affiliates during the Term, and information relating to the Company's customers, suppliers, advisors, and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company or the Affiliates, shall be the sole property of the Company or the Affiliates, as applicable, and the Company or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith, including without limitation the right to make application for statutory protection. All the aforementioned information is hereinafter called "Proprietary Information." By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, improvements, inventions, product concepts, techniques, marketing plans, merger and acquisition targets, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications and divisional applications and information about the Company's Affiliates, its employees and/or advisors (including, without limitation, the compensation, job responsibility and job performance of such employees and/or advisors).
4.2. Nothing in this Agreement, or in the furnishing of Proprietary Information by Company, will be construed as giving Consultant any right, title, interest in or ownership of Proprietary Information.
8. Ownership of Proprietary Information, Indices and Marks. (a) Licensee acknowledges and agrees that, as between Licensor and Licensee, the Proprietary Information, the Indices and the Marks are the exclusive property of Licensor and that the Indices and their compilation and composition and changes therein are under the sole control and discretion of Licensor. Licensee agrees that nothing in this Agreement shall be construed to transfer to Licensee or any other party, any ownership rights to, or equity interest in and/or to the Proprietary Information, Indices or the Marks and/or any intellectual property rights pertaining thereto. Licensee agrees that it shall not directly or indirectly challenge or assist any third party in challenging the ownership or validity of the Proprietary Information, Indices, the Marks or of any intellectual property rights therein. Licensee shall not directly or indirectly, attempt to register any of the Marks (or any mark substantially similar to any of the Marks) or any intellectual property in the Indices and Marks in any jurisdiction. (b) Licensor reserves all rights with respect to the Proprietary Information, Indices and the Marks except those expressly licensed to Licensee hereunder. All use of the Marks by Licensee, and the goodwill associated therewith, shall inure to the benefit of Licensor. (c) This Section 8 shall survive the expiration or termination of this Agreement.
(c) Ownership of Proprietary Information. Executive agrees to disclose promptly in writing, and hereby assigns and conveys, to the Company all right, title and interest of every kind and nature whatsoever in and to all inventions and/or discoveries, including concepts and ideas, whether patentable or not, and whether or not fixed in any mode of expression or reduced to practice, which are related, in whole or in part, to the Company’s Business, to any other business of Company or its Affiliates for which Executive has job responsibilities, or to the related services or products of the Company, including what Executive conceives, creates, discovers, invents, reduces to practice, writes, discusses, develops, secures, or obtains, alone or jointly with others, during Executive’s employment with Company or within 12 months after Executive’s employment terminates. Any such inventions or discoveries arising within the 12 months following Executive’s termination of employment will be presumed to be the same as inventions or discoveries created by Executive during Executive’s employment unless Executive proves otherwise with reasonable certainty. The Company will be the sole owner of all rights related thereto, including, but not limited to, all patents, trademarks, service marks, copyrights and any other rights pertaining to all such inventions and discoveries.
(c)Ownership of Proprietary Information. Executive agrees to disclose promptly in writing, and hereby assigns and conveys, to the Company all right, title and interest of every kind and nature whatsoever in and to all inventions and/or discoveries, including concepts and ideas, whether patentable or not, and whether or not fixed in any mode of expression or reduced to practice, which are related, in whole or in part, to the Company’s Business, to any other business of Company or its Affiliates for which Executive has job responsibilities, or to the related services or products of the Company, including what Executive conceives, creates, discovers, invents, reduces to practice, writes, discusses, develops, secures, or obtains, alone or jointly with others, during Executive’s employment with Company or within 12 months after Executive’s employment terminates. Any such inventions or discoveries arising within the 12 months following Executive’s termination of employment will be presumed to be the same as inventions or discoveries created by Executive during Executive’s employment unless Executive proves otherwise with reasonable certainty. The Company will be the sole owner of all rights related thereto, including, but not limited to, all patents, trademarks, service marks, copyrights and any other rights pertaining to all such inventions and discoveries.
9. Ownership of Proprietary Information. You agree that the Company is and shall remain the exclusive owner of the Proprietary Information (other than Derivative Materials to the extent created by you, other than Proprietary Information reflected therein) and all patent, copyright, trade secret, trademark, domain name and other intellectual property rights therein. No license or conveyance of any such rights or any portions thereof to you or any of your Representatives is granted or implied under this Agreement.
2. Ownership of Proprietary Information. As between the Company and Employee, all Proprietary Information shall be the sole property of the Company and its assigns, and the Company and its assigns shall be the sole owner of all Intellectual Property rights in the Proprietary Information. For purposes of this CIIP Agreement, “Intellectual Property” includes, but is not limited to, patents (including, without limitation, originals, continuations, continuations-in-part, extensions, foreign applications, domestic applications, utility models, reexaminations and reissues), and the rights to make, use, sell, practice and offer for sale and import under patent law, copyrights and the right to publish, copy, adapt, distribute, transmit, display and perform under copyright law, trademarks, trade dress, trade secrets, recipes, product formulations, and the rights to use and disclose any and all of the same under trade secret law, and other such rights of any type under the laws of any governmental authority, or unfair competition law domestic or foreign, whether now known or hereafter developed, and any applications therefore. Employee hereby assigns to the Company any rights Employee may have or acquire in such Proprietary Information. Employee will not use or disclose any Proprietary Information or anything directly relating to it without the prior written consent of the Company, except as may be necessary in the ordinary course of performing Employee’s duties on behalf of the Company or as may be authorized in advance by an appropriate officer of the Company and only for the benefit of the Company.
Ownership of proprietary information refers to the legal rights and control a company or individual holds over non-public information that gives them a competitive advantage. This can include trade secrets, business plans, customer lists, marketing strategies, and proprietary techniques or processes. Protecting proprietary information is crucial for maintaining a competitive edge and ensuring that sensitive data is not misused by unauthorized parties.
Ownership of proprietary information clauses should be used in situations where sensitive, non-public information needs to be protected. This could be relevant in several scenarios, including:
When writing an Ownership of Proprietary Information clause, clarity and specificity are key. Here are some elements to include:
Definition: For the purposes of this Agreement, “Proprietary Information” means all non-public information of a confidential or sensitive nature, including but not limited to business plans, financial data, customer lists, trade secrets, and proprietary techniques.
Obligation of Confidentiality: The receiving party agrees to use the Proprietary Information solely for the purpose of [specific purpose] and to keep such information confidential, not disclosing it to any third parties without the prior written consent of the disclosing party.
Term: The obligations contained herein shall remain in effect for a period of [number] years following the termination of this Agreement.
Exclusions: Proprietary Information does not include information that is (a) already known to the receiving party at the time of disclosure, (b) publicly available through no fault of the receiving party, or (c) rightfully obtained from a third party without breach of any obligation of confidentiality.
Remedies: If the receiving party breaches any of its obligations with respect to Proprietary Information, the disclosing party shall be entitled to seek injunctive relief in addition to any other legal remedies available.
Ownership of Proprietary Information clauses are typically found in various contracts, including but not limited to:
By understanding the importance and application of ownership of proprietary information, businesses can better protect their valuable, non-public data, ensuring it remains a strategic asset.
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