Example ContractsClausesDisclosure of Inventions
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Assignment of Inventions. I hereby assign to the Company without additional compensation or other consideration my entire right, title and interest to each Invention described in [Section 5.2] hereof. I will execute all papers and documents as requested by the Company to obtain and enforce any patent, copyright or other protection which the Company elects to obtain or enforce, in any country, in my name or the Company's name (or the name of an appropriate Company affiliate), as the case may be, at the Company's expense. My obligation to assist the Company in obtaining and enforcing patents, copyrights and other protections shall continue beyond the termination of my services, but the Company shall compensate me at a reasonable rate after the termination of my services for time actually spent at the Company's request providing such assistance. If the Company is unable, after reasonable effort, to secure my signature on any document needed to apply for, prosecute or enforce any patent, copyright or other protection relating to an Invention, whether because of my physical or mental incapacity or for any other reason whatsoever, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney-in-fact, to act for and in my behalf and stead to execute and file any such document and to do all

Inventions and Secrecy. Except as otherwise provided in this [Section 5.2], Melamed # shall hold in a fiduciary capacity for the benefit of RoxSan and the Company and its affiliates, all secret and confidential information, knowledge, or data of RoxSan and the Company and its affiliates obtained by Melamed during her employment by RoxSan, which is not generally known to the public or recognized as standard practice (whether or not developed by Melamed) and shall not, during her employment by RoxSan and for one year following the termination of such employment for any reason, communicate or divulge any such information, knowledge or data to any person or entity other than RoxSan or the Company or its affiliates or persons or entities designated by the Company; # shall promptly disclose to RoxSan all inventions, ideas, devices and processes made or conceived by her along or jointly with others, from the time of entering RoxSan’s employ and until such employment is terminated relevant or pertinent in any way, whether directly or indirectly, to RoxSan or resulting from or suggested by any work which she may have done for or at the request of the Company or its affiliates; # shall at all times during her employment with RoxSan, assist RoxSan in every proper way (at the expense of RoxSan) to obtain and develop for the benefit of RoxSan’s inventions, ideas, devices and processes, whether or not patented; and # shall perform all such acts and execute, acknowledge and deliver all such instruments as may be necessary or desirable in the opinion of the Board of Directors of RoxSan to vest in RoxSan, the entire interest in such inventions, ideas, devices and processes referred to in this [Section 5.2]. Melamed, RoxSan and Company each agrees that all documents, reports, files, analyses, drawings, designs, tools, equipment, plans (including, without limitation, marketing and sales plans), proposals, customer lists, computer software or hardware, and similar materials that are made by Melamed or come into her or its possession by reason of and during the term of Melamed’s engagement with RoxSan are the property of RoxSan and will not be used by her in any way adverse to RoxSan’s interests. Melamed also agrees not to allow any such documents or things, or any copies, reproductions or summaries to be delivered to or used by any third party without the specific consent of the Board of Directors of RoxSan. Melamed agrees to deliver to RoxSan, upon demand, and in any event upon the termination of Melamed’s employment, all of such documents and things which are in Melamed’s possession or under her control. Melamed expressly agrees that all of her work product shall be and remain the sole and exclusive property of RoxSan. Accordingly, all work products eligible for any form of copyright protection shall be deemed a “work made for hire” under the copyright laws and shall be owned by RoxSan.

As a Cytek employee, you will be expected to abide by Company rules and regulations and sign and comply with the Proprietary Information and Inventions Agreement which prohibits unauthorized use or disclosure of Company proprietary information.

to the extent such use and disclosure is necessary for the filing or publication of any patent application or patent on inventions and written permission from the other Party is obtained, such permission not to be unreasonably withheld;

Due to a prior confidentiality agreement, I cannot complete the disclosure under [Section 1] above with respect to inventions or improvements generally listed below, the proprietary and duty of confidentiality with respect to which I owe to the following party(ies):

Prior Inventions. I have set forth on the attached Prior Inventions [Schedule a] complete list of all Inventions that I have, along or jointly with others, made prior to the commencement of my employment with the Company that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Restrictive Covenant and Invention Assignment Agreement (collectively referred to as “Prior Inventions”). If no such disclosure is attached, I represent that there are no prior Inventions. If, in the course of my employment with for the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Non-Disclosure. Except as required by the performance of Executive's services to the Company under the terms of this Agreement, Executive will not, directly or indirectly disclose, or permit others to disclose the Company's Trade Secrets, Confidential Information, and/or Inventions as defined above.

Full Disclosure. The financial statements referred to in [Section 7.6] above, this Agreement, and any written statement furnished by Borrowers to Agent or any Lender (copies of which have been previously delivered), do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein or herein not misleading, in light of the circumstances under which it was made; provided, that with respect to any projections and pro forma financial information contained in the materials referenced above, the Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time made in light of the circumstances when made, it being recognized by Agent and Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period covered by such financial information may differ from the projected results as set forth therein by a material amount.

Complete Disclosure. All factual information (other than the Projections, forward-looking information, other projections, budgets, estimates and information of a general economic nature and general information about the industry of any Loan Party or its Restricted Subsidiaries) furnished by or on behalf of Parent or any of its Restricted Subsidiaries in writing to Agent or any Lender for purposes of or in connection with this Agreement or the other Loan Documents (as modified or supplemented by other information so furnished), was, when furnished (whether before or after the Sixth Restatement Effective Date) and taken as a whole, true and accurate, in all material respects, and did not, when furnished and taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent prior to the Sixth Restatement Effective Date, and such additional Projections delivered to Agent in connection with the Loan Documents have been prepared in good faith based upon assumptions believed by Parent to be reasonable at the time such Projections were prepared (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Parent and its Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). The information included in any Beneficial Ownership Certification delivered under this Agreement is true and correct in all respects on the date on which such Beneficial Ownership Certification is delivered.

Disclosure Updates. Each Loan Party will, promptly and in no event later than five Business Days after obtaining knowledge thereof, notify Agent if any written information, exhibit, or report (in each case other than any Projections, forward-looking information, other projections, budgets, estimates and information of a general economic nature and general information about the industry of any Loan Party or its Restricted Subsidiaries) furnished to Agent or the Lenders in connection with this Agreement or the other Loan Documents (as modified or supplemented by other information so furnished) contained, at the time it was furnished and taken as a whole, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto.

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