Assignments and Prior IP. Except as disclosed in Section 3.19(d) of the Disclosure Schedule, all inventions and know-how conceived by employees of a Group Company related to the business of such Group Company are currently owned exclusively by a Group Company. All employees, contractors, agents and consultants of a Group Company who are or were involved in the creation of any Intellectual Property for such Group Company have executed an assignment of inventions agreement that vests in a Group Company exclusive ownership of all right, title and interest in and to such Intellectual Property, to the extent not already provided by Law. All employee inventors of Company Owned IP have received reasonable reward and remuneration from a Group Company for his/her service inventions or service technology achievements in accordance with the applicable PRC Laws. It will not be necessary to utilize any Intellectual Property of any such Persons made prior to their employment by a Group Company and none of such Intellectual Property has been utilized by any Group Company, except for those that are exclusively owned by a Group Company. None of the employees, consultants or independent contractors, currently or previously employed or otherwise engaged by any Group Company, (a) is in violation of any current or prior confidentiality, non-competition or non-solicitation obligations to such Group Company or to any other Persons, including former employers, or (b) is obligated under any Contract, or subject to any Governmental Order, that would interfere with the use of his or her best efforts to promote the interests of the Group Companies or that would conflict with the business of such Group Company as presently conducted.
Assignments and Prior IP. All inventions and know-how conceived by employees of a Group Company related to the business of such Group Company are currently owned exclusively by a Group Company. All employees, contractors, agents and consultants of a Group Company who are or were involved in the creation of any Intellectual Property for such Group Company have executed an assignment of inventions agreement that vests in a Group Company exclusive ownership of all right, title and interest in and to such Intellectual Property, to the extent not already provided by Law. All employee inventors of Company Owned IP have received reasonable reward and remuneration from a Group Company for his/her service inventions or services technology achievements in accordance with the applicable PRC Laws. It will not be necessary to utilize any Intellectual Property of any such Persons made prior to their employment by a Group Company and none of such Intellectual Property has been utilized by any Group Company, except for those that are exclusively owned by a Group Company. To the best knowledge of the Warrantors, none of the employees, consultant or independent contractors currently or previously employed or otherwise engaged by any Group Company, (a) is in violation of any current or prior confidentiality, non-competition or non-solicitation obligations to such Group Company or to any other Persons, including former employers, or (b) is obligated under any Contract, or subject to any Governmental Order, that would interfere with the use of his or her commercially reasonable efforts to promote the interests of the Group Companies or that would conflict with the business of such Group Company as presently conducted.
Assignments and Prior IP. All inventions and know-how conceived by employees of a Group Company related to the Business of such Group Company are currently owned exclusively by a Group Company. All employees, contractors, agents and consultants of a Group Company who are or were involved in the creation of any Intellectual Property for such Group Company have executed an assignment of inventions agreement that vests in a Group Company ownership of all right, title and interest in and to such Intellectual Property. All employee inventors of Company Owned IP have received reasonable reward and remunerations from a Group Company for his/her service inventions or service technology achievements in accordance with the applicable laws. It will not be necessary to utilize any Intellectual Property of any such Persons made prior to their employment by a Group Company, except for those that are exclusively owned by a Group Company. To the Warrantors’ knowledge, none of the employees, consultants or independent contractors, currently or previously employed or otherwise engaged by any Group Company, (a) is in violation of any current or prior confidentiality, non-competition or non-solicitation obligations to such Group Company or to any other Persons, including former employers, or (b) is obligated under any Contract, or subject to any Governmental Order, that would interfere with the use of his or her best efforts to promote the interests of the Group Companies or that would conflict with the Business of such Group Company as presently and as proposed to be conducted.
Assignments and Prior IP. All material Intellectual Property conceived by employees of a Group Company related to the business of such Group Company is currently owned exclusively by a Group Company. All employees, contractors, agents, and consultants of a Group Company who are or were involved in the creation of any Intellectual Property for such Group Company have executed an assignment of inventions agreement that vests in a Group Company exclusive ownership of all right, title, and interest in and to such Intellectual Property, to the extent not already provided by Law. To the Knowledge of the Warrantors, it will not be necessary to utilize any Intellectual Property of any such Persons made prior to their employment by a Group Company.
Assignments and Prior IP. All material inventions and material know-how conceived by employees of a Group Company related to the business of such Group Company are currently owned exclusively by a Group Company. All employees, contractors, agents and consultants of a Group Company who are or were involved in the creation of any Company Owned IP for such Group Company have executed an assignment of inventions agreement that vests in a Group Company exclusive ownership of all right, title and interest in and to such Company Owned IP, to the extent not already provided by Law. None of the Founders or, to the Knowledge of the Warrantors, any of the employees, consultants or independent contractors, currently or previously employed or otherwise engaged by any Group Company, (a) is in violation of any current or prior confidentiality, non-competition or non-solicitation obligations to such Group Company or to any other Persons, including former employers or (b) is obligated under any Contract, or subject to any Governmental Order, that would interfere with the use of his best efforts to promote the interests of the Group Companies or that would conflict with the business of such Group Company as presently conducted.
Assignments and Prior IP. All employees, contractors, agents and consultants of a Group Company who are or were involved in the creation of any Intellectual Property for such Group Company have executed an assignment of inventions agreement that vests in the Group Company exclusive ownership of all right, title and interest in and to such Intellectual Property, to the extent not already provided by Law. To the Knowledge of the Warrantors, it will not be necessary to utilize any inventions, trade secrets or proprietary information or other Intellectual Property of any of its employees or of any other Person (whether a former employee of a Group Company or otherwise), except for inventions, trade secrets or proprietary information that have been properly assigned to and are exclusively owned by a Group Company. To the Knowledge of the Warrantors, none of the officers, employees and consultants currently or previously employed or otherwise engaged by any Group Company is in violation of any current or prior confidentiality, non-competition or non-solicitation obligations to any Group Company or to any other Persons, including former employers. None of the Key Employees of any Group Company is obligated under any Contract, or subject to any Governmental Order, that would interfere with the use of his or her best efforts to promote the interests of the Group or that would conflict with the business of the Group as presently conducted.
Assignments and Prior IP. All material inventions and material know-how conceived by employees, consultants and independent contractors of a Group Company related to the business of such Group Company are currently owned exclusively by a Group Company. All employees, consultants and independent contractors of a Group Company who are or were involved in the creation of any Intellectual Property for such Group Company have executed an assignment of inventions agreement that vests in a Group Company exclusive ownership of all right, title and interest in and to such Intellectual Property, to the extent not already provided by Law. To the Knowledge of the Warrantors, it will not be necessary to utilize any Intellectual Property of any such Persons, except for those that are exclusively owned by a Group Company, and none of such Intellectual Property has been utilized by any Group Company. To the Knowledge of the Warrantors, none of the employees, consultants or independent contractors currently or previously employed or otherwise engaged by any Group Company, (a) is in violation of any current or prior confidentiality, non-competition or non-solicitation obligations to such Group Company or to any other Persons, including former employers or (b) is obligated under any Contract, or subject to any Governmental Order, that would interfere with the use of his or her best efforts to promote the interests of the Group Companies or that would conflict with the business of such Group Company as presently conducted.
Assignments and Prior IP. To the Knowledge of the Warrantors, it will not be necessary to utilize any inventions, trade secrets or proprietary information or other Intellectual Property of any of its employees or of any other Person (whether a former employee of a Group Company or otherwise), except for inventions, trade secrets or proprietary information or other Intellectual Property that have been properly assigned to and are exclusively owned by a Group Company. To the Knowledge of the Warrantors, they are not aware that any of the Key Employees, employees or consultants, currently or previously employed or otherwise engaged by any Group Company, is in violation of any current or prior confidentiality, non-competition or non-solicitation obligations to any Group Company or to any other Persons, including former employers. None of the Key Employees of any Group Company is obligated under any Contract, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her best efforts to promote the interests of the Group or that would conflict with the business of the Group as presently conducted.
Assignments and Prior IP. All inventions and know-how conceived by employees of a Group Company related to the Business of such Group Company are owned exclusively by a Group Company. All employees, contractors, agents and consultants of a Group Company who are or were involved in the creation of any Intellectual Property for such Group Company have executed an assignment of inventions agreement that vests in a Group Company exclusive ownership of all right, title and interest in and to such Intellectual Property, to the extent not already provided by law. The Group Companies have paid any and all reward and remunerations required to be paid under applicable laws to their employee inventors who have created service inventions for the Group Companies. No person, other than such Group Company, has any right, title or interest, directly or indirectly, in whole or in part, in any Intellectual Property created or developed by such employees, contractors, agents and consultants. None of the employees, consultants, agents, or independent contractors currently or previously employed or otherwise engaged by any Group Company, (i) has excluded works or inventions related to the Business from his, her or its assignment of inventions pursuant to such agreements; (ii) is in material violation of any current or prior confidentiality, non-competition or non-solicitation obligations to such Group Company or to any other persons, including former employers; or (iii) is obligated under any Contract, or subject to any Governmental Order, that would materially interfere with the use of his or her best efforts to promote the interests of the Group Companies or that would conflict with the Business.
Assignments and Prior IP. All material inventions and know-how conceived by employees of any of the Maple Leaf Group Companies, or of Maple Leaf or Maple Leaf LLC Related to the Business are currently owned exclusively by a Maple Leaf Group Company. All employees, contractors, agents and consultants of Maple Xxxx.Xxxx Holdco and its Subsidiaries Maple Leaf or Maple Leaf LLC who are or were involved in the creation of any Intellectual Property Related to the Business have executed an assignment of inventions agreement that vests in (as applicable) Maple Leaf or Maple Leaf LLC or Maple Xxxx.Xxxx Holdco or its applicable Subsidiary exclusive ownership of all right, title and interest in and to such Intellectual Property, to the extent not already provided by Applicable Law. To the Knowledge of Maple Leaf, none of the employees, consultants or independent contractors, currently or previously employed or otherwise engaged by Maple Leaf or Maple Leaf LLC or Maple Xxxx.Xxxx Holdco or any of its Subsidiaries in the creation of any Intellectual Property Related to the Business (i) is in violation of any current or prior confidentiality, non-competition or non-solicitation obligations to any of them or to any other Persons, including former employers, or (ii) is obligated under any Contract, or subject to any Order, that would interfere with the use of his or her best efforts to promote the interests of Maple Xxxx.Xxxx Holdco or its applicable Subsidiary or that would conflict with the business of Maple Xxxx.Xxxx Holdco or its applicable Subsidiary as presently conducted. To the extent that any Maple Leaf Owned IP has been developed or created independently or jointly by an independent contractor or other third party for any of the Maple Leaf Group Companies, or is incorporated into any products or services of any of the Maple Leaf Group Companies, the applicable Maple Leaf Group Company has a written agreement with such independent contractor or third party and has thereby obtained ownership of, and is the Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. Confidential treatment has been requested with respect to the omitted portions. Double asterisks denote omissions. exclusive owner of all such independent contractor’s or third party’s Intellectual Property in such work, material or invention by operation of law or valid assignment.
