Confidentiality and Invention Assignment. In the event that Consultant is an entity or otherwise will be causing individuals in its employ or under its supervision to participate in the rendering of the Services, Consultant warrants that it shall cause each of such individuals to execute a Confidentiality and Invention Assignment Agreement with terms and conditions substantially similar to those contained in this Section 8 (“Confidentiality and Invention Assignment”) of this Agreement.
Confidentiality and Invention Assignment. Concurrently herewith, Employee is executing the attached Employee Proprietary Information and Inventions Agreement. Employee acknowledges that the obligations thereunder are in addition to, and not in lieu of, any confidentiality and invention assignment obligations previously agreed to by Employee.
Confidentiality and Invention Assignment. In connection with this Agreement, Executive agrees to execute and acknowledges his employment shall be bound by the Company’s
Confidentiality and Invention Assignment. (a) Ipsen acknowledges and agrees that the agendas, proceedings, documents, discussions, and minutes of the JCS-WG are Confidential Information of BMS, Exelixis, or both BMS and Exelixis under the Agreement, as defined therein and the terms and conditions of Sections [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
9.1 9.2 and 9.3 shall be binding upon Ipsen with respect to such Confidential Information and any other Confidential Information of BMS and/or Exelixis received by Ipsen under this Supplement to the same extent that such terms and conditions are binding upon a receiving Party of Confidential Information. Xxxxx’x representatives will not use Confidential Information it receives arising from its participation in the JCS-WG for any purpose outside of its participation in the JCS-WG, and otherwise in accordance with Article 9 of the Agreement. All representatives of Ipsen who participate in the JCS-WG shall execute a form of confidentiality and invention assignment agreement mutually acceptable to BMS and Exelixis, which will have been reviewed and approved by Ipsen, before participating in the JCS-WG. All representatives of Ipsen who participate in any meeting with a Regulatory Authority must be bound by a written agreement having confidentiality and use obligations that apply to Confidential Information of BMS and/or Exelixis and that are at least as restrictive as those binding upon Exelixis in the Agreement and that cover the meetings with the applicable Regulatory Authority.
(b) Ipsen further agrees that all Ipsen Inventions will be deemed Inventions (as defined under the Agreement) made, conceived, generated or first actually reduced to practice by or on behalf of Exelixis, and ownership of such Inventions will be governed by the Agreement. For clarity, all Ipsen Inventions shall be assigned by Ipsen to BMS or Exelixis in accordance with Article 6 of the Agreement, and Ipsen shall assign and hereby assigns (and shall cause its Affiliates and contractors to assign) all right, title and interest in any Exelixis Study Inventions or Combined Therapy Study Inventions to Exelixis, and all right, title and interest in any BMS Study Inventions to BMS. For the avoidance of doubt, Ipsen shall have a license to such assigned Ipsen Inventions under Section 4.1 o...
Confidentiality and Invention Assignment. As a condition for the employment hereunder, the Employee shall execute a deed of confidentiality and invention assignment in favour of the Company in such form and with such contents as to the satisfaction of the Company, such deed to be executed simultaneously with the signing of this Agreement.
Confidentiality and Invention Assignment. Executive acknowledges and agrees to at all times abide by the terms of the Company’s Confidentiality and Invention Assignment Agreement. Any modifications to the Confidentiality and Invention Assignment Agreement must be made and approved in writing by the Company’s CEO.
Confidentiality and Invention Assignment. (a) The parties acknowledge that the Company and the Predecessors have engaged Xx. Xxxx on an "at-will" basis as a consultant and service provider, and that the Company is currently compensating him for consulting services rendered on a month-to-month schedule (all of the foregoing services being hereinafter referred to as "CONSULTING SERVICES"). In consideration of the payments set forth in Section 1 hereof and the payments received and to be received pursuant to the Consulting Services, Xx. Xxxx hereby agrees to the confidentiality, non-disclosure and invention assignment provisions set forth below.
Confidentiality and Invention Assignment. Each of the Company and its Subsidiaries has taken reasonable measures to protect its Confidential Information and Trade Secret Rights and the Confidential Information and Trade Secret Rights of any third party provided to the Company or any of its Subsidiaries. Without limiting the generality of the foregoing, the Company and each of its Subsidiaries has, and enforces, a policy requiring each current and former Employee (including the Founders) and each current and former Contractor involved in the creation of Intellectual Property or Intellectual Property Rights for the Company or any of its Subsidiaries to execute a proprietary information, confidentiality and invention assignment Contract in the form(s) made available to Parent and/or Buyer (each a “Proprietary Information Agreement”), and all current and former Employees and all current and former Contractors of the Company and its Subsidiaries at any time involved in the creation of Intellectual Property Rights for the Company or its Subsidiaries have executed such a Proprietary Information Agreement ensuring that all such Intellectual Property and Intellectual Property Rights are owned exclusively by the Company or its Subsidiaries. The Company has not received any written claims of third parties (including current and former Employees or current and former Contractors or their current or former employers) and, to the Knowledge of the Company, there are no other claims alleging ownership of any Company Intellectual Property. All amounts payable by the Company or its Subsidiaries to all Persons involved in the research, development, conception or reduction to practice of any of the Company’s or any Subsidiary’s Intellectual Property or Intellectual Property Rights have been paid in full, and all current and former Employees and all current and former Contractors have expressly and irrevocably waived, to the fullest extent permissible under applicable Law, the right to receive additional compensation for such Intellectual Property or Intellectual Property Rights, including without limitation, any right to receive compensation in connection with "Service Inventions” under Section 134 of the Israeli Patent Law-1967 or any other similar provision under any applicable Law of any applicable jurisdiction. All such Persons who have contributed to the creation, invention, modification or improvement of any Company Intellectual Property, in whole or in part, have explicitly waived any and all Moral Rights with...
Confidentiality and Invention Assignment. (i) Each of the Company and its Subsidiaries has taken reasonable measures (at the level customary for companies offering similar services and at the similar development stage as Company or its Subsidiaries) to protect its Confidential Information and Trade Secrets Rights and the Confidential Information and Trade Secrets Rights of any third party provided to the Company or any of its Subsidiaries. The Company has not experienced any breach of security or otherwise unauthorized access by third parties to the Confidential Information, including Private Information in the Company’s possession, custody or control. The Company has not experienced any material failure with respect to any of its IT Assets, including computer systems or software used by the Company or its Subsidiaries in the conduct of their business. The Company has implemented and maintains reasonable security, disaster recovery and business continuity plans consistent with industry practices of companies offering similar services and at the same development stage, and acts in compliance therewith and has tested such plans on a periodic basis, and such plans have proven effective upon testing. Without limiting the generality of the foregoing, the Company and each of its Subsidiaries has, and enforces, a policy requiring each Employee (including the Company’s founders and current or former Contractors) involved in the creation of Intellectual Property 45 for the Company or its Subsidiaries to execute a proprietary information, confidentiality and invention assignment Contract in the form(s) or the specific agreement made available to Buyer (each a “Proprietary Information Agreement”), and all such Employees (including the Company’s founders and current or former Contractors) at any time involved in the creation of Intellectual Property for the Company or its Subsidiaries have executed such a Proprietary Information Agreement ensuring that all such Intellectual Property created for Company or any Subsidiary of the Company or in connection with their engagement with or their employment or engagement with, or services to, the Company or its Subsidiary, and with respect to founders in connection also with the business of the Company as conducted currently or at any time in the past, or as contemplated to be conducted, in connection with their engagement with the Company (including prior to the Company’s incorporation), is owned exclusively by the Company or its Subsidiaries. Neither the Company nor ...
Confidentiality and Invention Assignment. The Company's standard form of employee confidentiality and invention assignment agreement for employees, which has been executed by the Employee, will remain in full force and effect throughout the Non-Competition Period and thereafter in accordance with its terms.
