Common use of Development and Assignment of Company Intellectual Property Clause in Contracts

Development and Assignment of Company Intellectual Property. The Company has taken commercially reasonable steps to obtain, maintain and protect the ownership of, or rights in, as applicable, all Company Intellectual Property. Without limiting the foregoing, the Company has, and has enforced, a policy requiring each Employee to execute a valid and binding written agreement Intellectual Property assignment and confidentiality agreement in the form delivered to Parent prior to the date of this Agreement (a “Company Assignment and Confidentiality Agreement”). All current or former Employees contracted by, or on behalf of, the Company that have created any Intellectual Property for the Company have executed a Company Assignment and Confidentiality Agreement, and, to the Knowledge of the Company, no party to any such agreement is in breach thereof. To the extent the Company has acquired ownership of any Intellectual Property or Intellectual Property Rights from any Person not subject to a Company Assignment and Confidentiality Agreement, the Company has obtained a written assignment instrument sufficient to irrevocably transfer all rights in such Intellectual Property or Intellectual Property Rights (including the right to seek past and future damages with respect to such Intellectual Property or Intellectual Property Rights) to the Company and, to the extent reasonably required or appropriate to protect the Company’s ownership rights in and to such Intellectual Property and Intellectual Property Rights in accordance with all applicable laws, the Company has recorded each such assignment of Intellectual Property or Intellectual Property Rights with the relevant Governmental Entity, including, to the extent applicable, the United States Patent and Trademark Office (“PTO”), or its equivalents in all relevant non-U.S. jurisdictions.

Development and Assignment of Company Intellectual Property. The Company has and each Company Subsidiary have taken commercially reasonable steps to obtain, maintain and protect the ownership of, or rights in, as applicable, all Company Intellectual Property. Without limiting the foregoing, the Company hasand each Company Subsidiary have, and has have enforced, a policy requiring each Employee to execute a valid and binding written agreement Intellectual Property assignment and confidentiality agreement in the form delivered to Parent prior to the date of this Agreement (a “Company Assignment and Confidentiality Agreement”). All current or former Employees contracted by, or on behalf of, the Company or any Company Subsidiary that have created any Intellectual Property for the Company or any Company Subsidiary have executed a Company Assignment and Confidentiality Agreement, and, to the Knowledge of the Company, no party to any such agreement is in breach thereof. To the extent the Company or any Company Subsidiary has acquired ownership of any Intellectual Property or Intellectual Property Rights from any Person not subject to a Company Assignment and Confidentiality Agreement, the Company or Company Subsidiary, as applicable, has obtained a written assignment instrument sufficient to irrevocably transfer all rights in such Intellectual Property or Intellectual Property Rights (including the right to seek past and future damages with respect to such Intellectual Property or Intellectual Property Rights) to the Company or Company Subsidiary and, to the extent reasonably required or appropriate to protect the Company’s or Company Subsidiary’s ownership rights in and to such Intellectual Property and Intellectual Property Rights in accordance with all applicable laws, the Company or Company Subsidiary has recorded each such assignment of Intellectual Property or Intellectual Property Rights with the relevant Governmental Entity, including, to the extent applicable, the United States Patent and Trademark Office (“PTO”), or its equivalents in all relevant non-U.S. jurisdictions.

Development and Assignment of Company Intellectual Property. The Company has and Company Subsidiaries, taken commercially together, have taken reasonable steps to obtain, maintain and protect the ownership of, or rights in, as applicable, all Company Intellectual Property. Without limiting the foregoing, the Company has, and has enforced, a policy requiring each Employee to execute a valid and binding written agreement Intellectual Property assignment and confidentiality agreement in the form delivered to Parent prior to the date of this Agreement (a “Company Assignment and Confidentiality Agreement”). All current or former Employees founders, partners, shareholders, directors, officers, employees, consultants and contractors of, and any third parties contracted by, or on behalf of, the Company or any Company Subsidiary that have created any Company Intellectual Property have executed an agreement with the Company assigning all right, title and interest in any Intellectual Property or Intellectual Property Rights developed by said founder, partner, shareholder, director, officer, employee, consultant or contractor while working within his or her employment at the time of such development, to the Company or an appropriate Company Subsidiary, expressly waiving any rights under applicable Legal Requirements for compensation or royalties in connection with development of any Intellectual Property or Intellectual Property Rights and providing reasonable protection for the confidential information of the Company have executed a or any Company Subsidiary (an “IP Assignment and Confidentiality Agreement”), and, to the Knowledge of the Company, no party to any such agreement is in breach thereof. Neither the Company nor any Company Subsidiary is obligated to pay royalties, fees or other similar compensation (other than, with respect to current employees or employees on termination notice period, any salary or other ordinary course compensation) to any current or former employee, founder, officer or Independent Contractor in connection with any Company Intellectual Property. To the extent the Company or any Company Subsidiary has acquired ownership of any Intellectual Property or Intellectual Property Rights from any Person not subject to a Company an IP Assignment and Confidentiality Agreement, the Company or Company Subsidiary, as applicable, has obtained a written valid and enforceable assignment instrument sufficient to irrevocably transfer all transferable rights in such Intellectual Property or Intellectual Property Rights (including the right to seek past and future damages with respect to such Intellectual Property or Intellectual Property Rights) to the Company or Company Subsidiary, has paid all royalties, fees or other compensation required to be paid in connection with obtaining the same, and, to the extent reasonably required or appropriate to protect the Company’s ownership rights in and to such Intellectual Property and Intellectual Property Rights in accordance with all by applicable laws, the Company or Company Subsidiary has recorded each such assignment of Intellectual Property or Intellectual Property Rights with the relevant Governmental Entity, including, to the extent applicable, including the United States Patent and Trademark Office (“PTO”), the United States Copyright Office, or its their respective equivalents in all relevant non-U.S. jurisdictions.

Development and Assignment of Company Intellectual Property. The Company has taken commercially reasonable steps to obtain, maintain and protect the ownership of, or rights in, as applicable, all Company Owned Intellectual Property. Without limiting the foregoing, the Company has, and has enforced, enforced a policy requiring each Employee to execute a valid and binding written agreement Intellectual Property assignment and confidentiality agreement in the form delivered to Parent prior to enclosed in Section 2.12(f) of the date of this Agreement Company Disclosure Schedule (a “Company Assignment and Confidentiality Agreement”). All current or former Employees contracted by, or on behalf of, the Company that have created any Intellectual Property for the Company have executed a Company Assignment and Confidentiality Agreement, and, to the Knowledge of the Company, no party to any such agreement is in breach thereof. To the extent the Company has acquired ownership of any Intellectual Property or Intellectual Property Rights from any Person not subject to a Company Assignment and Confidentiality Agreement, the Company has obtained a written assignment instrument sufficient to irrevocably transfer all rights in such Intellectual Property or Intellectual Property Rights (including the right to seek past and future damages with respect to such Intellectual Property or Intellectual Property Rights) to the Company and, to the extent reasonably required or appropriate to protect the Company’s ownership rights in and to such Intellectual Property and Intellectual Property Rights in accordance with all applicable lawsLegal Requirements, the Company has recorded each such assignment of Intellectual Property or Intellectual Property Rights with the relevant Governmental Entity, including, to the extent applicable, the United States Patent and Trademark Office (“PTO”), or its equivalents in all relevant non-U.S. jurisdictions.