Agreements with Employees and Contractors Clause Samples

Agreements with Employees and Contractors. Company has entered into a legally enforceable agreement with each Person that is an employee or subcontractor obligating that Person to assign to Company, without additional compensation, any Intellectual Property Rights created, discovered or invented by that Person in the course of that Person’s employment or engagement with Company (except to the extent prohibited by law), and further obligating that Person to cooperate with Company, without additional compensation, to secure and enforce the Intellectual Property Rights on behalf of Company, unless the job description of the Person is such that it is not reasonably foreseeable that the employee or subcontractor will create, discover, or invent Intellectual Property Rights.

Agreements with Employees and Contractors. As reasonably determined by the Borrower to be necessary in its business, the Borrower has entered into a legally enforceable agreements with such employees and subcontractors obligating each such Person to assign to the Borrower, without any additional compensation, any Intellectual Property Rights created, discovered or invented by such Person in the course of such Person’s employment or engagement with the Borrower (except to the extent prohibited by law), and further requiring such Person to cooperate with the Borrower, without any additional compensation, in connection with securing and enforcing any Intellectual Property Rights therein; provided, however, that the foregoing shall not apply with respect to employees and subcontractors whose job descriptions are of the type such that no such assignments are reasonably foreseeable.

Agreements with Employees and Contractors. All of such party’s employees or contractors acting on its behalf pursuant to this Agreement or any other written agreement between the parties are and will be obligated under a binding written agreement to comply with obligations of confidentiality and non-use consistent with those set forth in Article 9.

Agreements with Employees and Contractors. The Borrower has entered into a legally enforceable agreement with each of its senior management obligating each such Person to assign to the Borrower, without any additional compensation, any Intellectual Property Rights created, discovered or invented by such Person in the course of such Person’s employment or engagement with the Borrower (except to the extent prohibited by law), and further requiring such Person to cooperate with the Borrower, without any additional compensation, in connection with securing and enforcing any Intellectual Property Rights therein.

Agreements with Employees and Contractors. Each Person identified on SCHEDULE 5.11 as owning Intellectual Property has entered into a legally enforceable agreement with each of its employees and subcontractors obligating each such Person to assign to it, without any additional compensation, any Intellectual Property Rights created, discovered or invented by such Person in the course of such Person's employment or engagement with it (except to the extent prohibited by law), and further requiring such Person to cooperate with it, without any additional compensation, in connection with securing and enforcing any Intellectual Property Rights therein; provided, however, that the foregoing shall not apply with respect to employees and subcontractors whose job descriptions are of the type such that no such assignments are reasonably foreseeable.

Agreements with Employees and Contractors. Schedule 2.

Agreements with Employees and Contractors. To the best of Company’s and each Subsidiary’s knowledge, Company and each Subsidiary has entered into a legally enforceable agreement with each Person that is an employee or subcontractor obligating that Person to assign to Company or such Subsidiary, as applicable, without additional compensation, any Intellectual Property Rights created, discovered or invented by that Person in the course of that Person’s employment or engagement with Company or such Subsidiary (except to the extent prohibited by law), and further obligating that Person to cooperate with Company or such Subsidiary, without additional compensation, to secure and enforce the Intellectual Property Rights on behalf of Company or such Subsidiary, unless the job description of the Person is such that it is not reasonably foreseeable that the employee or subcontractor will create, discover, or invent Intellectual Property Rights.

Agreements with Employees and Contractors. Each current or former Corporation Service Provider and any other Person who has been involved in, or who contributed to, the creation or development of any Corporation-Owned IP (each such Corporation Service Provider or Person, a “Contributor”), has executed and delivered to the Corporation a valid and enforceable (a) assignment of all rights, title, and interests that such Person may have, may have had or may hereafter acquire in or to such Corporation-Owned IP and a valid and enforceable waiver of any and all rights (including moral rights) that such Person may have therein and (b) nondisclosure, invention, non-competition, non-solicitation, and non-hire agreement (clauses (a) and (b) collectively, the “Corporation IP Protection Agreements”), and the Corporation has provided accurate and complete copies of all fully executed Corporation IP Protection Agreements to Parent. Each material Corporation IP Protection Agreement is on the Corporation’s standard form, which has been provided to Parent. No Contributor has claimed or alleged that any Corporation IP Protection Agreement between the Contributor and the Corporation is invalid or unenforceable and the Corporation has no reason to believe any such Claim or allegation will be forthcoming. No Contributor owns or has any right, including any right to assert any moral rights, to any of the Corporation Products or Corporation IP, nor has any Contributor made to the Corporation or threatened any assertions with respect to any alleged ownership, interest, or rights with respect to any of the Corporation Products or Corporation IP. To the Knowledge of the Corporation, no Contributor is, or has been at any time during employment with or any period of service to the Corporation, subject to any contract with any other Person which requires or has required such Contributor to assign, license, or grant any right, title, or interest in or to any Corporation IP to any Person other than the Corporation. No Contributor (i) has any right, license, Claim, moral right, or interest whatsoever in or with respect to any of the Corporation-Owned IP, (ii) is in violation of any provision or covenant of any Contract with any Person by virtue of such Contributor’s being employed by, performing services for, or serving on the board of directors of, the Corporation, or (iii) has excluded any intellectual property or other proprietary right that is related to the Corporation IP from the assignment provisions of any Corporation IP P...

Agreements with Employees and Contractors. (a) The employment of each officer and employee of the Company is terminable at will. The Company is not a party to a collective bargaining agreement, contract or other understanding with a labor union or labor organization and, to the knowledge of the Company, there are no organizational efforts presently being made involving any of the employees of the Company. There are no controversies pending or, to the knowledge of the Company, threatened between the Company and any of its employees. The Company has complied in all material respects with all laws relating to wages, hours and collective bargaining. The Company has paid when due all wages, salaries, commissions, bonuses, benefits and other compensation due to all employees and service providers and there is no existing or, to the Company’s knowledge, threatened claim with respect thereto. (b) To the knowledge of the Company, no current or former employee of the Company, nor any current or former contractor with whom the Company has contracted, is or has been at any time in violation of any term of any employment contract, patent disclosure agreement or any other agreement (whether with the Company, or with a third party) relating to the right of any such individual to be employed by, or to contract with, the Company. To the knowledge of the Company, the continued employment by the Company of its current employees, and the performance of the Company’s contracts with its contractors, will not result in any such violation. The Company has not received any notice alleging that any such violation has occurred. No employee of the Company has been granted the right to continued employment by the Company or to any material compensation following termination of employment with the Company. The Company is not aware that any officer or key employee, or that any group of employees, intends to terminate his or her employment with the Company, nor does the Company have a present intention to terminate the employment of any officer, key employee or group of employees. (c) No employee of the Company whose services are material to the Company’s business as now conducted and as presently proposed to be conducted, is currently employed by or, to the knowledge of the Company, plans to become employed by another party as an employee or consultant, nor has any such employee expresses a desire or intent to leave the Company. (d) Each current and former employee and officer of the Company has executed an inventions assignment...