Employee and Consultant Agreements. The Company will cause each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into an agreement (in the case of employees, substantially in the form approved by the Board) providing that such person (i) is either an at-will employee or a consultant of the Company, as the case may be, (ii) will not disclose, and will maintain all Company proprietary information in confidence, (iii) will assign to the Company all inventions created by such person as an employee or consultant during his employment or service to the Company, and (iv) will not solicit any employees from the Company or compete against the Company for a period of twelve (12) months following the termination of such person’s employment or consulting relationship with the Company for any reason.
Employee and Consultant Agreements. Each current and former employee, consultant, manager (or director) and member (or stockholder) of the Company who has contributed to or participated in the development of Company patents, copyrights, trade secrets, knowhow, confidential information, data, neighboring rights, trade-marks, trade names, service marks, industrial designs, mask work, integrated circuit topography, whether registered or unregistered, and including rights in any application for any of the foregoing (collectively, “Company Intellectual Property”) has executed an agreement with the Company regarding confidentiality, proprietary information and assignment of works and inventions (the “Confidential Information Agreements”) or has been party to a work-for-hire relationship with the Company that has accorded the Company full, effective, and exclusive original ownership of all tangible and intangible property thereby arising with the respect to the Company Intellectual Property. None of the aforementioned persons who are party to a Confidential Information Agreement has excluded any works or inventions from his or her assignment of inventions to the Company pursuant to such Confidential Information Agreement, other than works or inventions that do not relate to the business of the Company as currently conducted or as is proposed to be conducted in the future. The Company is not aware that any of the aforementioned persons is in material violation of any Confidential Information Agreement.
Employee and Consultant Agreements. The Company shall obtain, and shall cause its Subsidiaries to use reasonable best efforts to obtain, a Employee Confidentiality and Assignment Agreements substantially in the form of Exhibit B from all employees of the Company (other than clerical employees), upon (i) their initial employment by the Company or any of its Subsidiaries (with respect to any employee hired after the date hereof) or (ii) the granting of options to such employees (with respect to all other employees). The Company shall obtain, and shall cause its Subsidiaries to use their reasonable best efforts to obtain, a Consultant Agreement substantially in the form of Exhibit C from all consultants to the Company, upon their retention by the Company or any of its Subsidiaries. The Company shall obtain, and shall cause its Subsidiaries to use their reasonable best efforts to obtain, an employee nondisclosure, non-solicitation and developments agreement in a form approved by the Board of Directors (including the Preferred Director) from all clerical employees of the Company or any of its material Subsidiaries, upon their employment by the Company or any of such Subsidiaries.
Employee and Consultant Agreements. Each consultant of the Company engaged by the Company has executed a Consultant Agreement with the Company pursuant to which such consultant has assigned all Intellectual Property Rights related to such consultant’s service to the Company and agreed to maintain the confidentiality of the Company’s proprietary information and Trade Secrets (the “Consultant Agreements”). All such agreements are in full force and effect. No officer or key employee of the Company has advised the Company (orally or in writing) that he intends to terminate employment with the Company. The Company has complied in all material respects with all applicable laws relating to the employment of labor, including provisions relating to wages, hours, equal opportunity, collective bargaining and the payment of Canada Pension Plan contributions, employment insurance premiums and other employment-related taxes.
Employee and Consultant Agreements. Seller has entered into binding, written agreements with every current and former employee and independent contractor of Seller who is or was involved in the creation of any of the material Intellectual Property Assets related to the current or planned Products, whereby such employees and independent contractors: (A) enter into an enforceable Contract with Seller whereby such employee or contractor acknowledges that all Intellectual Property created by such employee or contractor in connection with his, her or its employment or engagement with Seller is a “work-made-for-hire,” as applicable, and assigns to Seller any ownership interest and right he, she or it may have in the Intellectual Property Assets; and (B) acknowledge Seller’s exclusive ownership of the Intellectual Property Assets. Seller has provided Buyer with true and complete copies of all such Contracts.
Employee and Consultant Agreements. Each employee and consultant of the Company has executed an agreement (a “Proprietary Agreement”) with the Company regarding confidentiality and proprietary information substantially in the form or forms delivered to the counsel for the Investor. The Company, after reasonable investigation, is not aware that any of its employees or consultants are in violation of any Proprietary Agreement, and the Company will use its commercially reasonable efforts to prevent any such violation. The Company is not a party to or bound by any currently effective employment contract, severance agreement, deferred compensation agreement, bonus plan, profit sharing plan or other employee compensation agreement except as set forth on Section 2.7 of the Disclosure Schedule.
Employee and Consultant Agreements. All employees and consultants of the Company have entered into proprietary information and inventions agreements, substantially in the Company's standard forms and, to the best of the Company's knowledge, none of the Company's current or former employees or consultants is in violation of such agreements.
Employee and Consultant Agreements. Each party represents and warrants to the other that it shall have obtained, prior to the commencement of the Professional Services, appropriate agreements with its employees and consultants who may participate in the Services sufficient to enable it to comply with the terms of this Agreement.
Employee and Consultant Agreements. The Company shall obtain, and shall cause its subsidiaries, if any, to use their best efforts to obtain, an Employee Non-Competition, Non-Disclosure, Non-Solicitation and Developments Agreement substantially in the form of Exhibit A from each of the officers of the Company, each key employee and each other employee now employed upon the earlier of (i) their initial employment by the Company or any of its subsidiaries, if any, or (ii) the granting of options to such employees to purchase Reserved Employee Shares. The Company shall obtain, and shall cause its subsidiaries, if any, to use their best efforts to obtain, a Consultant Non-Competition, Non-Disclosure, Non-Solicitation and Developments Agreement in a form of Exhibit B from all consultants to the Company, upon their retention by the Company or any of its subsidiaries, if any.
Employee and Consultant Agreements. Copies of Seller’s (and, if different, its Affiliate’s) standard form(s) of proprietary information, confidentiality and assignment agreement for Employees (the “Employee Proprietary Information Agreement”) and of Seller’s (and, if different, its Affiliate’s) standard form(s) of consulting or independent contractor agreement containing proprietary information, confidentiality and assignment provisions (the “Consultant Proprietary Information Agreement”) are attached to Sections 0(i) and (ii), respectively, of the Disclosure Letter. All current and former Employees, and all current and former consultants and independent contractors, who have been involved in the creation or development of Technology for the Business, have executed the applicable form of agreement. Seller and each of its Affiliates has taken all reasonable steps that are required to protect the confidentiality of confidential information and Trade Secrets of Seller and its Affiliates or of any third party that has provided any confidential information or Trade Secrets to Seller or its Affiliates. There is no obligation to pay any royalties or other compensation to any Employees or other inventors of Business Technology.
