Business Employees and Consultants Sample Clauses

Business Employees and Consultants. (a) Schedule 3.8(a) is a complete and accurate list of all individuals employed by Seller or any of its Subsidiaries primarily in connection with the Acquired Business as of the date of this Agreement. Schedule 3.8(a) also lists all consultants and independent contractors engaged by Seller or any of its Subsidiaries solely in connection with the Acquired Business (“Business Consultants”) as of the date of this Agreement. Schedule 3.8(a) identifies the position or scope of engagement, as applicable, held by each Business Employee or Business Consultant listed and employment commencement date for each Business Employee. (b) All current and former employees and consultants of Seller or any of its Subsidiaries with access to Intellectual Property Assets or other confidential or proprietary information of Seller and its Subsidiaries with respect to the Acquired Products have executed and delivered to Seller and its Subsidiaries agreements adequately protecting the confidentiality of such information, and assigning to Seller and its Subsidiaries all patents, proprietary inventions and other works developed by such employees and consultants in the course of performing their employment duties (all such agreements with employees, collectively, the “Employee Confidentiality Agreements”; and all such agreements with consultants, collectively, the “Consultant Confidentiality Agreements”). Seller’s and its Subsidiaries’ standard forms of Employee Confidentiality Agreement and Consultant Confidentiality Agreements and any material modifications of them have been furnished to Purchaser. (c) Schedule 3.8(c)(i) sets forth a complete and accurate list of all Business Employees who have executed and delivered to Seller and its Subsidiaries employment Contracts containing the terms and conditions of such Business Employees’ performance of their respective employment duties (collectively, the “Employee Employment Agreements”), all of which have been furnished to Purchaser. All of such Employee Employment Agreements are assignable to Purchaser. (d) Except as set forth on Schedule 3.8(d) each Business Employee is located in the United States, is a United States citizen or has permanent residency. (e) Subject to compliance with applicable laws, Seller has previously furnished to Purchaser the current salary, wages, commissions and bonuses paid or payable by Seller or any of its Subsidiaries to each Business Employee and Business Consultant as of the Closing Date. (f) Except as di...
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Business Employees and Consultants. (a) Seller does not have any employees or consultants currently engaged solely in connection with the Acquired Products or Acquired Assets. (b) All current and former employees and consultants of Seller or any of its Subsidiaries with access to Intellectual Property Assets or other confidential or proprietary information of Seller and its Subsidiaries with respect to the Acquired Assets and Acquired Products have executed and delivered to Seller and its Subsidiaries agreements adequately protecting the confidentiality of such information, and assigning to Seller and its Subsidiaries all patents, proprietary inventions and other works developed by such employees and consultants in the course of performing their employment duties (all such agreements with employees, collectively, the “Employee Confidentiality Agreements”; and all such agreements with consultants, collectively, the “Consultant Confidentiality Agreements”). Seller’s and its Subsidiaries’ standard forms of Employee Confidentiality Agreement and Consultant Confidentiality Agreements and any material modifications of them were previously provided to Purchaser in connection with the 2006 Agreement.
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Related to Business Employees and Consultants

  • Employees and Consultants Pubco does not have any employees or consultants, except as disclosed in the Pubco SEC Documents.

  • Non-Solicitation of Employees and Consultants During the Period of Employment and for a period of twenty-four (24) months after the Severance Date, the Executive will not directly or indirectly through any other Person (i) induce or attempt to induce any employee or independent contractor of the Company or any Affiliate of the Company to leave the employ or service, as applicable, of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any employee or independent contractor thereof, on the other hand, or (ii) hire any person who was an employee of the Company or any Affiliate of the Company until twelve (12) months after such individual’s employment relationship with the Company or such Affiliate has been terminated.

  • Employees and Contractors The Recipient agrees to disclose Confidential Information to any agents, affiliates, directors, officers, or any other employees, collectively known as the “Employees,” solely on a need-to-know basis and represents that such Employees have signed appropriate non-disclosure agreements or have taken appropriate measures imposing on such Employees a duty to third parties: i.) To hold any third-party proprietary information received by such Employees in the strictest confidence; ii.) Not to disclose such third-party Confidential Information to any other third party; and iii.) Not to use such Confidential Information for the benefit of anyone other than to whom it belongs, without the prior express written authorization of the Owner.

  • Consultants and Employees Bound Recipient agrees to disclose the Confidential Information to any agents, affiliates, directors, officers or any other employees (collectively, the “Employees”) solely on a need-to-know basis and represents that such Employees have signed appropriate non-disclosure agreements or taken appropriate measures imposing on such Employees a duty to third parties (1) to hold any third party proprietary information received by such Employees in the strictest confidence, (2) not to disclose such third party Confidential Information to any other third party, and (3) not to use such Confidential Information for the benefit of anyone other than to whom it belongs, without the prior express written authorization of the Company.

  • Sub-Consultants All sub-consultants shall comply with each and every insurance provision of this Section 3.

  • All Employees The Company shall not include the shift differential in any employee’s wage rate for the calculation of overtime.

  • Employees and Subcontractors It is understood that, from time to time, it may become necessary for the Contractor to replace an individual working as an employee or subcontractor of the Contractor. All such removals or replacements shall be subject to Owner’s prior approval. Owner reserves the right to approve a replacement, which approval shall not be unreasonably withheld, or terminate the Work, either partially or in its entirety without further obligation to the Contractor thereunder other than to remit payment for the Work rendered up to the termination date. Contractor agrees that Owner may, at any time, with cause, require Contractor to remove an individual from the performance of the Work. An election by Owner of any of its rights under this Section 19 shall not affect the Contractor’s responsibilities, liabilities or warranties under this Agreement.

  • Contractor’s Employees and Subcontractors (a) Contractor shall only disclose PII to Contractor’s employees and subcontractors who need to know the PII in order to provide the Services and the disclosure of PII shall be limited to the extent necessary to provide such Services. Contractor shall ensure that all such employees and subcontractors comply with the terms of this DPA. (b) Contractor must ensure that each subcontractor performing functions pursuant to the Service Agreement where the subcontractor will receive or have access to PII is contractually bound by a written agreement that includes confidentiality and data security obligations equivalent to, consistent with, and no less protective than, those found in this DPA. (c) Contractor shall examine the data security and privacy measures of its subcontractors prior to utilizing the subcontractor. If at any point a subcontractor fails to materially comply with the requirements of this DPA, Contractor shall: notify the EA and remove such subcontractor’s access to PII; and, as applicable, retrieve all PII received or stored by such subcontractor and/or ensure that PII has been securely deleted and destroyed in accordance with this DPA. In the event there is an incident in which the subcontractor compromises PII, Contractor shall follow the Data Breach reporting requirements set forth herein. (d) Contractor shall take full responsibility for the acts and omissions of its employees and subcontractors. (e) Contractor must not disclose PII to any other party unless such disclosure is required by statute, court order or subpoena, and the Contractor makes a reasonable effort to notify the EA of the court order or subpoena in advance of compliance but in any case, provides notice to the EA no later than the time the PII is disclosed, unless such disclosure to the EA is expressly prohibited by the statute, court order or subpoena.

  • Employees and Independent Contractors Party agrees that it shall comply with the laws of the State of Vermont with respect to the appropriate classification of its workers and service providers as “employees” and “independent contractors” for all purposes, to include for purposes related to unemployment compensation insurance and workers compensation coverage, and proper payment and reporting of wages. Party agrees to ensure that all of its subcontractors or sub-grantees also remain in legal compliance as to the appropriate classification of “workers” and “independent contractors” relating to unemployment compensation insurance and workers compensation coverage, and proper payment and reporting of wages. Party will on request provide to the Agency of Human Services information pertaining to the classification of its employees to include the basis for the classification. Failure to comply with these obligations may result in termination of this Agreement.

  • New Employees The Employer agrees to acquaint new Employees with the fact that a Union Agreement is in effect.

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