Development; Confidentiality Sample Clauses

Development; Confidentiality. To Seller’s knowledge, except as set forth on Schedule 4.21(h) of the Disclosure Schedule, no Person other than the Companies and their past and present employees or consultants (who at the time of the conception, creation or development were employees of a Company), have participated in the conception, creation or development of any Intellectual Property which is owned by either of the Companies. Seller has made available to Buyer correct and complete copies of all assignments executed by present or former employees, contractors, consultants or other agents who, to Seller’s knowledge, developed or participated in the development of Intellectual Property owned by either of the Companies. To Seller’s knowledge, all past and present employees and consultants of the Companies have executed enforceable forms of assignment and have assigned to the applicable Company all of their rights, title and interests in and to the Registered Intellectual Property. To Seller’s knowledge, no employee of either Company has entered into any agreement that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign or disclose information concerning his or her work to anyone other than a Company.

Development; Confidentiality. Except as set forth on Schedule 3.13(e) of the Disclosure Letter, no Person other than the Company and its past and present employees (who at the time of the conception, creation or development were employees of the Company), have participated in the conception, creation or development of any Intellectual Property. All Persons, including all of the Company’s (or any of its predecessors or Affiliates, as applicable) past and present employees, contractors, consultants, other agents, collaborators and joint venturers who have developed or participated in the development of Intellectual Property, have executed enforceable forms of assignment and have assigned to the Company all of their rights, title and interests in and to the Intellectual Property. The Company has made available to the Buyer correct and complete copies of all such assignments. All other agreements pursuant to which a Person has agreed to not compete with the Company or has agreed to keep information regarding the Company or the Assets confidential are disclosed on Schedule 3.13(e). No employee of the Company has entered into any agreement that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign or disclose information concerning his or her work to anyone other than the Company. The agreements referred to in the previous two sentences are collectively the “NDAs.” The Company agrees to vigorously enforce the NDAs not included in the Assumed Contracts at Buyer’s request and expense.