A proprietary clause in a contract is designed to protect the ownership rights of specific information, materials, or technology belonging to a party involved in the agreement. It ensures that the proprietary information remains confidential and is not used, shared, or disclosed without explicit permission from the owner.
Proprietary and confidential Information set forth in this communication contains forward-looking statements, including without limitation, the long-term effects of investments in our business, the future success and financial impact of new and existing product offerings; our ability to consummate acquisitions and integrate the businesses we have acquired or may acquire into our existing operations; our future growth, margins and profitability; our long-term strategy and our performance targets including 2023 guidance.
Company confidential. Proprietary information. Do not distribute.
PROPRIETARY INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT Trent Ward As an employee of Interactive Strength Inc. (d/b/a/ Forme), a Delaware corporation, its subsidiaries, affiliates, successors or assigns (collectively, the “Company”), and in consideration of the compensation now and hereafter paid to me, I, Trent Ward, enter into this Proprietary Information and Inventions Assignment Agreement (this “Proprietary Agreement”) as follows:
B. Proprietary Information of the Company. I acknowledge that the Company possesses or has access to proprietary information that has been or will be created, discovered or developed that has commercial value in the business in which the Company is engaged. All such information is hereinafter called “Proprietary Information” and, by way of illustration but not limitation, includes: secret or confidential information of the Company or its clients or partners; business and marketing plans, techniques, and strategies; confidential Company legal and financial information; financial statements of the Company or its clients; databases; client and prospect lists; client account profiles, client preferences, client files and client confidential information; projections, budgets, costs; personnel data, salary scales, recruiting information, personnel files and salary history data; product development ideas and methods; product placement strategies; know-how, formulae and theories; research and research plans; compliance procedures; trade secrets; and other knowledge, data or proprietary information relating to Inventions, products, processes, designs, formulas, developmental or experimental work, computer programs and other original or proprietary works of the Company. Further, by way of illustration but not limitation, Proprietary Information includes the Company’s product roadmap. I agree that all Proprietary Information shall be the sole property of the Company, and the Company shall be the sole owner of all trade secrets, patents, copyrights and other rights in connection therewith. The absence of any marking or statement that particular information is “Confidential” or “Proprietary” shall not affect its status as Proprietary Information. I hereby assign to the Company any rights I may have or acquire in all Proprietary Information, except as expressly stated herein.
Exclusions. Proprietary Information shall not include: (i) information in the public domain not as a result of breach of any duty by me or any other person; (ii) information published or disseminated by the Company without restriction to persons other than me; (iii) general information and know-how that reasonably could be expected to be held by individuals in similar positions at similarly situated business that are not customarily viewed or held to be proprietary; or (iv) information identified in writing by the Company as not being Proprietary Information. I agree that I shall bear the burden of proving that information is not Proprietary Information. I also understand that nothing in this Proprietary Agreement is intended to limit any employee’s rights to discuss the terms, wages and working conditions of their employment, as protected by applicable law.
Ownership of Proprietary Information and Assignments of Rights Therein. I agree that 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 trade secrets, patents, copyrights and other rights in connection therewith. I hereby irrevocably assign to the Company any rights I may have or acquire in all Proprietary Information, including all prior work completed by me as part of my previous provision of services to the Company or its predecessors or founders or affiliates.
Protection of Proprietary Information. At all times during my employment by the Company and at all times after the termination of my employment by me or the Company for any reason (“Termination”) I agree that I will hold in strict confidence and trust all Proprietary Information. Except as may be necessary in the ordinary course of performing my duties for the Company, and except as requested by the Company’s attorneys, accountants and agents who need to know and are subject to similar confidentiality obligations, I agree that I will not remove from the Company’s premises or systems (or otherwise transfer outside of the Company’s control, including by transfer through use of the Internet, external media, cloud-based systems, applications, programs or other electronic means), disclose, sell, use (either for personal gain or in any future employment or business venture), personally archive or publish any Proprietary Information or anything relating to it, or allow any others to do the same, without the prior written authorization of the Company’s President or other Designated Representative.
Third-Party Information Received by Company. I recognize that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. I agree that I owe the Company and such third parties, during the term of my employment and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and, except as necessary in carrying out my work for the Company and for the benefit of the Company, consistent with the Company’s agreement with such third party.
Each party will receive benefits under this Proprietary Agreement, and I acknowledge that, due to the uniqueness of my relationship with the Company, and the sensitive nature of the subject matter herein, either party may not have an adequate remedy at law or in arbitration forum in the event that this Proprietary Agreement is not fully performed in accordance with its terms. I agree, that in addition to any other rights and remedies available to either party for any breach by the other party of its obligations hereunder, either party shall be entitled to seek, through the judicial process and in a court of law located in Los Angeles County, preliminary injunctive relief (without the posting of a bond or other security) to preserve the status quo or prevent irreparable injury, including before the matter can be heard in arbitration. Both parties hereby submit to the jurisdiction of a court of law in California.
Voluntary Nature of this Proprietary Agreement. I acknowledge and agree that I have carefully read and that I understand this Proprietary Agreement, and that I have had an opportunity to seek the advice of legal counsel of my own choice, at my own expense, or that I have voluntarily declined to seek the advice of such legal counsel before signing it. I acknowledge and agree that I understand the terms, consequences and binding effect of this Proprietary Agreement.
Entire Agreement; Amendment. This Proprietary Agreement is intended as the complete, final and exclusive agreement between the parties regarding Proprietary Information, ownership of and assignment of Inventions and supersedes all prior understandings, writings, proposals, representations or communications (whether oral or written) relating to the subject matter hereof. This Proprietary Agreement may not be modified except by a writing executed by me and the Company’s President or other Designated Representative. Any subsequent change or changes in my title, duties or compensation will not affect the validity or scope of this Proprietary Agreement. I also understand that, from time to time, the Company may update its standard form of Proprietary Information and Inventions Assignment Agreement, and request that I execute same. In such circumstances, any continued “at-will” employment is conditioned upon my execution of the Company’s then-current form of Proprietary Information and Inventions Assignment Agreement.
I have read this Proprietary Information and Inventions Assignment Agreement carefully and understand its terms; I agree to execute any proper oath or execute any proper document required to carry out its terms. I represent that my performance of all the terms of this Proprietary Agreement will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I agree I will not enter into, any oral or written agreement in conflict herewith. The list of Prior Inventions attached on Appendix 1 is accurate and complete.
“Proprietary Information” means any and all information and/or material disclosed by the Discloser to the Recipient or obtained by Recipient through inspection or observation of Discloser’s property or facilities (whether in writing, or in oral, graphic, electronic or any other form) that obviously is or is marked as (or provided under circumstances reasonably indicating it is) confidential or proprietary, or if disclosed orally or in other intangible form or in any form that is not so marked, that obviously is or is identified as confidential at the time of such disclosure. Proprietary Information, includes, without limitation, any (a) items set forth on Exhibit A and any other trade secret, know-how, idea, invention, process, technique, algorithm, program (whether in source code or object code form), hardware, device, design, schematic, drawing, formula, data, plan, strategy or forecast, and (b) technical, engineering, manufacturing, product, marketing, servicing, financial, personnel and other information and materials of Discloser and its employees, affiliates, licensors, suppliers, vendors, customers, clients. For the avoidance of doubt, “Proprietary Information” hereunder does not include information and/or material disclosed by the Discloser to the Recipient prior to the Effective Date.
All Proprietary Information of Discloser (including, without limitation, all copies, extracts and portions thereof) is and shall remain the sole property of Discloser. Recipient does not acquire (by license or otherwise, whether express or implied) any intellectual property rights or other rights under this Agreement or any disclosure hereunder, except the limited right to use such Proprietary Information for the Purpose in accordance with the express provisions of this Agreement. All rights relating to the Proprietary Information that are not expressly granted hereunder to Recipient are reserved and retained by Discloser. Recipient expressly agrees not to file any patent applications that disclose, claim or cover any Proprietary Information of Discloser, or that would restrict Discloser’s full use and enjoyment of Discloser’s Proprietary Information subject to the provisions of article 3 of this Agreement.
SECTION 4. PROPRIETARY INFORMATION. a.Definition. “Proprietary Information” means any and all confidential or proprietary information including, without limitation: (i) technical information of the Company, its affiliates, its customers or other third parties, including computer programs, software, databases, know-how, formulae, compositions, processes, discoveries, machines, inventions, designs, developmental or experimental work, improvements, original works of authorship, training programs and procedures, diagrams, charts, and similar items; (ii) business information of the Company, its affiliates, its customers or other third parties, including business plans, compensation data, sales data, customer lists and information, supplier lists, prices and costs, credit information, financial data, information regarding the skills and compensation of employees and contractors of the Company, and similar items; (iii) information relating to future plans of the Company, its affiliates, its customers or other third parties, including marketing strategies, sales plans, pending projects and proposals, research and development efforts and strategies, and similar items; (iv) other valuable, confidential information and trade secrets of the Company, its affiliates, its customers or other third parties; and (v) this Agreement. I understand that this definition is intended to provide rights to the Company and its affiliates in addition to, not in lieu of, those rights the Company and its affiliates have under the common law or applicable statutes for the protection of trade secrets and confidential information. I further understand that Proprietary Information includes information and materials that may not be explicitly identified or marked as confidential or proprietary. However, Proprietary Information will not include information I can document is or has become readily publicly available through no fault of mine.
a.Agreement to Provide Proprietary Information. In exchange for my promises in and performance under this Agreement, the Company promises to provide me with Proprietary Information. I acknowledge and agree that the Company would not give me such Proprietary Information apart from my promises in and performance under this Agreement.
“Proprietary” refers to information, technology, or material that is owned by an individual or organization and is protected by laws or regulations. This ownership gives the holder exclusive rights to use, modify, distribute, or sell the material. Proprietary items are often distinguished by being private, secret, or trademarked, and are closely guarded to maintain competitive advantage.
You should consider using proprietary information or technology when:
When referring to something as proprietary in documentation or communication, you should:
Example: This document contains proprietary information of XYZ Corp and is intended solely for the use of XYZ Corp personnel. Any dissemination, distribution, or reproduction of this document is strictly prohibited without the prior written permission of XYZ Corp.
Contracts that typically contain proprietary information include:
These contracts often have clauses dedicated to defining what constitutes proprietary information and setting out obligations regarding its use and protection.
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