Common use of Development of Company IP Clause in Contracts

Development of Company IP. The Company has not jointly developed any Company IP with any other Person with respect to which such other Person has retained any rights in the developed subject matter. Without limiting the generality of the foregoing: (i) Each Person who is or was an employee, consultant or contractor of the Company and that was involved in the development of any Technology or Intellectual Property Rights for or on behalf of the Company has signed a written, valid, and enforceable agreement (A) containing an assignment to the Company of such Person’s rights, title and interest in and to the resulting Technology and Intellectual Property Rights, and (B) which also contains customary confidentiality provisions protecting the rights of the Company in trade secrets and other Company proprietary information (such agreements “Personnel Agreements”). The Company and all other parties thereto are in compliance in all material respects with the provisions of the Personnel Agreements. (ii) No current or former member, manager, officer, director, consultant, contractor or employee, of the Company (A) has made any claim of ownership with respect to any Company Owned IP, or (B) has any claim, right (whether or not currently exercisable) or interest to or in any Company Owned IP. (iii) No Founder, and to the Knowledge of the Company, no current or former employee of the Company is: (A) bound by or otherwise subject to any Contract with a third Person restricting such Founder or employee from performing (or in the case of former employees, having performed) such Founder’s or employee’s duties for the Company; or (B) in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality due to his/her activities as a Founder, employee or contractor of the Company. (iv) No funding, facilities or personnel of any Governmental Entity or any public or private university, college or other educational or research institution were used directly to develop or create, in whole or in part, any Technology or Intellectual Property Right for or on behalf of the Company.

Development of Company IP. The Neither the Company nor any Subsidiary has not jointly developed any Company IP with any other Person with respect to which such other Person has retained any rights in the developed subject matter. Without limiting the generality of the foregoing: (i) Each Person who is or was an employee, consultant or contractor of the Company or any Subsidiary and that was involved in the development of any material Technology or material Intellectual Property Rights for or on behalf of the Company or its Subsidiaries has signed a written, valid, valid and enforceable agreement Contract that (A) containing contains an assignment to the Company or such Subsidiary of such Person’s rights, title and interest in and to the resulting Technology and Intellectual Property Rights, Rights and (B) which also contains customary confidentiality provisions protecting the rights of the Company or such Subsidiary in trade secrets and other Company or Subsidiary proprietary information (such agreements Contracts, the “Personnel Agreements”). The Company or such Subsidiary and all other parties thereto are in compliance in all material respects with the provisions of the Personnel Agreements. (ii) No current or former member, manager, officer, director, consultant, contractor or employee, employee of the Company or any Subsidiary (A) has made any claim of ownership with respect to any Company Owned IP, IP or (B) has any claim, right (whether or not currently exercisable) or interest to or in any Company Owned IP. (iii) No Founder, and to the Knowledge of the Company, no current or former employee of the Company or any Subsidiary is: (A) bound by or otherwise subject to any Contract with a third Person restricting such Founder or employee from performing (or in the case of former employees, having performed) such Founder’s or employee’s duties for the Company; Company or such Subsidiary or (B) in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality due to his/her activities as a Founder, an employee or contractor of the CompanyCompany or such Subsidiary. (iv) No funding, facilities or personnel of any Governmental Entity or any public or private university, college or other educational or research institution were used directly to develop or create, in whole or in part, any Technology or Intellectual Property Right for or on behalf of the CompanyCompany or its Subsidiaries. (v) No current or former employee of the Company or any Subsidiary of the Company is in any material respect in violation of any employment contract, non-disclosure, confidentiality agreement, or consulting agreement with the Company or any of its Subsidiaries. No current or former employee of the Company or any Subsidiary of the Company is in any material respect in violation of any non-competition agreement, non-solicitation agreement or restrictive covenant with a former employer or service recipient relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or the use of trade secrets or proprietary information of such former employer or service recipient.

Development of Company IP. The Neither the Company nor any Subsidiary has not jointly developed any Company Owned IP with any other Person with respect to which such other Person has retained any rights in the developed subject matter. Without limiting the generality of the foregoing: (i) Each Person who is or was an employee, consultant or contractor of the Company or any Subsidiary and that was involved in the development of any Technology or, in the case of consultants or Intellectual Property Rights contractors, Technology that are material to the Company, for or on behalf of the Company or its Subsidiaries has signed a written, valid, and enforceable agreement (A) containing an assignment to the Company or such Subsidiary of such Person’s rights, title and interest in and to the resulting Technology and any Intellectual Property RightsRights arising in connection therewith, and (B) which also contains customary confidentiality provisions protecting the rights of the Company or such Subsidiary in trade secrets and other Company or Subsidiary proprietary information (such valid, enforceable agreements “Personnel Agreements”). The Company or such Subsidiary and all other parties thereto are in compliance in all material respects with the provisions of the Personnel Agreements. (ii) No current or former member, manager, officer, director, consultant, contractor or employee, of the Company or any Subsidiary (A) has made any claim of ownership with respect to any Company Owned IP, or (B) has any claim, right (whether or not currently exercisable) or interest to or in any Company Owned IP. (iii) No Founder, and to To the Knowledge of the Company, no current or former employee of the Company or any Subsidiary is: (A) bound by or otherwise subject to any Contract with a third Person restricting such Founder or employee from performing (or in the case of former employees, having performed) such Founder’s or employee’s duties for the CompanyCompany or such Subsidiary; or (B) in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality due to his/her activities as a Founder, an employee or contractor of the CompanyCompany or such Subsidiary. (iv) No funding, facilities or personnel of any Governmental Entity or any public or private university, college or other educational or research institution were used directly to develop or create, in whole or in part, any Technology or Intellectual Property Right Company Owned IP for or on behalf of the CompanyCompany or its Subsidiaries. (v) No current or former employee of the Company or any Subsidiary of the Company is in any material respect in violation of any employment contract, non-disclosure, confidentiality agreement, or consulting agreement with the Company or any of its Subsidiaries. No current or former employee of the Company or any Subsidiary of the Company is in any material respect in violation of any non-competition agreement, non-solicitation agreement or restrictive covenant with a former employer or service recipient relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.

Development of Company IP. The Neither the Company nor any Subsidiary has not jointly developed any Company IP with any other Person with respect to which such other Person has retained any rights in the developed subject matter. Without limiting the generality of the foregoing: (i) Each Person who is or was an employee, consultant or contractor of the Company or any Subsidiary and that was involved in the development of any Technology or Intellectual Property Rights for or on behalf of the Company or its Subsidiaries has signed a written, valid, and enforceable agreement (A) containing an a present assignment to the Company or such Subsidiary (or such other assignment as is sufficient under applicable Law) of such Person’s rights, title and interest in and to the resulting Technology and Intellectual Property Rights, and (B) which also contains customary confidentiality provisions protecting the rights of the Company or such Subsidiary in trade secrets and other Company or Subsidiary proprietary information (such agreements the “Personnel Agreements”). The , and the Company or such Subsidiary and all other parties thereto are in compliance in all material respects with the provisions of the Personnel Agreements.; (ii) No current or former member, manager, officer, director, consultant, contractor or employee, of the Company or any Subsidiary (A) has made any claim of ownership with respect to any Company Owned IP, or (B) has any claim, right (whether or not currently exercisable) or interest to or in any Company Owned IP.; (iii) No Founder, and to the Knowledge of the Company, no current or former employee of the Company or any Subsidiary is: (A) bound by or otherwise subject to any Contract with a third Person restricting such Founder or employee from performing (or in the case of former employees, having performed) such Founder’s or employee’s duties for the CompanyCompany or such Subsidiary; or (B) in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality due to his/her activities as a Founder, an employee or contractor of the Company.Company or such Subsidiary; and (iv) No funding, facilities or personnel of any Governmental Entity or any public or private university, college or other educational or research institution were used directly to develop or create, in whole or in part, any Technology or Intellectual Property Right for or on behalf of the CompanyCompany or its Subsidiaries.