The Proprietary Rights clause in a contract typically outlines the ownership and control of intellectual property or confidential information exchanged or developed during the term of an agreement. It ensures that any proprietary information remains the property of its original owner and may establish how this information can be used, shared, or protected throughout and after the contract's duration.
Contract Proprietary Rights" are the Invention referred to in the Preamble and all proprietary right applications and proprietary rights that might potentially result therefrom, including any Supplementary Protection Certificates.
Maintenance of Proprietary Rights. Obligor will not do any act, or omit to do any act, whereby any Proprietary Rights material to the business of Obligor or any registration or application appurtenant thereto, may become abandoned, invalidated, unenforceable, avoided, avoidable, or will otherwise diminish in value, and shall notify Lender immediately if it knows of any reason or has reason to know of any ground under which this result may occur. Obligor shall take appropriate action at its expense to halt the infringement of the Proprietary Rights.
Proprietary Rights. The term “Proprietary Rights” shall mean all trade secret, patent, copyright, mask work and other intellectual property rights or “moral rights” throughout the world. “Moral rights” refers to any rights to claim authorship of an Invention or to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.”
PROPRIETARY RIGHTS: Owned by DiaMedica. For purposes of this Agreement, “Proprietary Rights” means all inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, market data, clinical data, financial data, personnel data and computer programs; all client, customer, account and supplier lists and files; all files, letters, memoranda, reports, data, sketches, drawings, laboratory notebooks, program listings and other written, photographic and tangible materials; all inventions, improvements, discoveries, methods developments, enhancements, software and works of authorship; and all patent, copyright, mask works, trademark, trade name and other intellectual or proprietary property rights related to any of the foregoing. All Proprietary Rights created or developed by Consultant in the course of providing the Services or arising out of DiaMedica’s Confidential Information shall be owned exclusively by DiaMedica. Without limiting the generality of the foregoing, all such Proprietary Rights created, made, conceived or reduced to practice by or under the direction or control of Consultant while this Agreement is in effect, acting alone or jointly with others, shall be considered “work for hire” and shall be owned exclusively by DiaMedica. Consultant hereby grants, bargains, sells, releases, waives, transfers and assigns to DiaMedica and its successors and assigns all right, title and interest, if any, that Consultant may now or hereafter have, own, claim, allege or assert in or with respect to such Proprietary Rights or any portion thereof. Consultant is not granted any license or other interest in the Proprietary Rights or any portion thereof. The parties shall cooperate with each other, including without limitation by executing and delivering such documents and taking such actions as shall be necessary or appropriate, to give effect to their intentions expressed in this Section 9.
Enforcement of Proprietary Rights. I will assist the Company in every proper way in obtaining, and from time to time enforcing, United States and foreign Proprietary Rights relating to Company Inventions in any and all countries. To that end I will promptly execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. In addition, I will promptly execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee. My obligation to assist the Company with respect to Proprietary Rights relating to such Company Inventions in any and all countries shall continue beyond the termination of my employment with the Company, but the Company shall compensate me at a reasonable rate after my termination for the time actually spent by me at the Company’s request on such assistance.
Proprietary Rights. The Consultant agrees and declares that the Technology and any and all products, improvements, derivations, materials, processes, techniques, know how and/or proceeds and any and all inventions, ideas, discoveries, concepts, works of authorship, designs, data results or initiatives conceived, conducted, developed, reduced to practice, compiled, created, written, authored, made and/or produced by the Consultant, alone or jointly with others, pursuant to, in connection with, resulting or arising from this Agreement and/or the provision of the Services to the Company, or trade secrets of the Company, whether within the scope of the provision of the Services hereunder to the Company or otherwise and whether during the Term of this Agreement, prior thereto or thereafter, directly or indirectly related to the Technology of the Company as currently conducted and/or proposed to be conducted (the “Inventions”) and any and all right, title and interest in and to the Inventions, including without limitation, all patents, copyrights, trademarks, trade names, moral rights and other intellectual, industrial and/or proprietary rights and applications, extensions and renewals thereof (together with the Inventions, the “Proprietary Rights”), shall be the sole and exclusive property of the Company, its successors and assigns (for the purpose of this Section 4, collectively, the “Company”), and that the Consultant will not have any rights or title whatsoever thereto. All works authored by the Consultant pursuant to this Agreement, including, without limitation, the Inventions, shall be deemed “works made for hire”.
Proprietary Rights and Inventions. The term “Invention” shall include anything that may be patentable or copyrightable as well as any discovery, development, design, formula, improvement, invention, original work of authorship, software program, process, technique, trade secret and any other form of information that derives independent economic value from not being generally known to the public, whether or not registrable or protectable. The term "Proprietary Rights" shall mean all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world.
Proprietary Rights; Ownership of Work Product 4.1. The Consultant agrees and declares that any and all inventions, ideas, concepts, data, discoveries, designs, technology, improvements, derivations, techniques and products, works of authorship, reports, know-how and proceeds, related to the technology or business of the Company as currently conducted and/or proposed to be conducted, conceived, conducted, designed, developed, reduced to practice, compiled, created, written, authored, made and/or produced by the Consultant, alone or jointly with others, pursuant to, in connection with, resulting or arising from this Agreement, the provision of services to the Company and/or Confidential Information (as defined below) or using equipment, supplies, facilities or trade secrets of the Company, prior thereto or thereafter (the “Inventions”) and any and all right, title and interest in and to the Inventions, including without limitation, all intellectual, industrial and/or proprietary rights (together with the Inventions, the “Proprietary Rights”), shall be the sole and exclusive property of the Company, its successors and assigns (for the purpose of this Section 4, collectively, the “Company”), free and clear of any third party right, claim or demand.
Section 5.13 Proprietary Rights. (a) Schedule 5.13 hereto sets forth a complete and correct list of: (i) all patented or registered Proprietary Rights and all pending patent applications or other applications for registration of Proprietary Rights, in each case that are owned by or filed in the name of the Seller and related to the Business; (ii) all material trade names and trademarks (whether registered or unregistered) owned or used by the Seller and used in connection with the Business as conducted as of the Closing Date; (iii) all material copyrights (whether registered or unregistered), mask works and computer software owned or used by the Seller and related to the Business; and (iv) all Assumed Contracts in effect as of the Closing Date containing licenses, sublicenses or permissions with respect to Proprietary Rights related to the Business to which the Seller is a party, either as licensee or licensor, in each case identifying the subject Proprietary Rights, other than end user licenses and contracts containing only nonexclusive licenses entered into by the Seller in the ordinary course of business.
Enforcement of Proprietary Rights. 2.7.1 I will assist the Company in every proper way to obtain, and from time to time enforce, any Proprietary Rights relating to Company Inventions in any and all countries. To that end I will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and file assignment thereof. In addition, I will execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee. My obligation to assist the Company with respect to Proprietary Rights relating to such Company Inventions in any and all countries shall continue indefinitely beyond the termination of my employment, but the Company shall compensate me at a reasonable rate after my termination for the time actually spent by me at the Company's request on such assistance.
Proprietary Rights and Inventions. The term “Invention” shall include anything that may be patentable or copyrightable as well as any discovery, development, design, formula, improvement, invention, original work of authorship, software program, process, technique, trade secret and any other form of information that derives independent economic value from not being generally known to the public, whether or not registrable or protectable. The term "Proprietary Rights" shall mean all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world.
Proprietary Rights Created Outside of Performance of Services. Any and all inventions, discoveries, processes, ideas, methods, designs and know-how, whether or not patentable, which Consultant may conceive or make either alone or in conjunction with others, prior to the term of this Agreement or during the term of this Agreement that were not developed in connection with the Services performed hereunder, shall remain the exclusive property throughout the world of Consultant.
Proprietary rights refer to the legal rights that an individual or entity has over property or information. These can include both tangible and intangible assets, such as real estate, inventions, brands, and intellectual property. Proprietary rights allow the owner to control, use, and license their property as they see fit, often to the exclusion of others.
Understanding and asserting proprietary rights is important in various scenarios, such as:
When drafting documents or sections related to proprietary rights, consider the following elements:
Example: “Company X retains all proprietary rights in and to the software, including but not limited to all intellectual property rights therein. User is granted a limited, non-exclusive license to use the software in accordance with the terms of this agreement.”
Proprietary rights provisions are commonly found in various types of contracts, including:
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
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.
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