Common use of Business Employees and Consultants Clause in Contracts

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 disclosed in Schedule 3.8(f), no charge or claim alleging any unfair labor practice, wrongful termination, employment discrimination or any other illegal handling of any employment-related matter is currently pending or, to Seller’s knowledge, threatened against Seller or any of its Subsidiaries relating to any of the Business Employees or Business Consultants.

Business Employees and Consultants. (a) Schedule 3.8(a3.11(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(a3.11(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(a3.11(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 Acquired Corporation IP 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)(i3.11(c) 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 PurchaserXxxxxxxxx. (dx) Except as set forth on Schedule 3.8(d3.11(d) each Business Employee of Seller 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 Schedule 3.11(e) sets forth 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 DateConsultant. (f) Except as disclosed in Schedule 3.8(f3.11(f), to Seller’s knowledge, there is no charge or claim alleging any unfair labor practice, wrongful termination, employment discrimination or any other illegal handling of any employment-related matter is currently pending or, to Seller’s knowledge, or threatened against Seller or any of its Subsidiaries relating to any of the Business Employees or Business Consultants.