Employee and Contractor Agreements. The Company will cause each person now or hereafter employed by it or by any subsidiary with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement in a form approved by the Board. The Company will cause each person now or hereafter engaged by it or by any subsidiary as a consultant/independent contractor with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement in a form approved by the Board.
Employee and Contractor Agreements. All current and former employees, consultants and independent contractors of Target and its Subsidiaries who are or were involved in, or who have contributed in any manner to the creation or development of any Target Products or other material Target Owned Intellectual Property or Target Technology have executed and delivered to Target or its applicable Subsidiary a written agreement regarding the protection of proprietary information and the irrevocable (to the extent permissible pursuant to, and subject to any restrictions of, Applicable Law) assignment to Target or the applicable Subsidiary of such Intellectual Property Rights (including Intellectual Property Rights in and to such Technology) that do not deviate in any material respect to the forms of invention assignment, employment, independent contractor, consulting services and/or other written agreements, as applicable, previously delivered by Target to Acquiror with respect to the ownership of Intellectual Property Rights. No current or former employee, consultant or independent contractor is, to the Knowledge of Target, in material violation of any term of any such agreement, or any other agreement relating to the relationship of any such employee, consultant or independent contractor with Target or its applicable Subsidiary.
Employee and Contractor Agreements. Except as set forth in Schedule 3.9(j):
Employee and Contractor Agreements. All current and former employees, consultants and independent contractors of the Company who are or were involved in, or who have contributed in any manner to the creation or development of any Company Intellectual Property or Company Technology have executed and delivered to Company a written agreement regarding the protection of proprietary information and including an irrevocable assignment to the Company of such Intellectual Property Rights and Company Technology. No current or former employee, consultant or independent contractor is in violation of any term of any such agreement, or any other agreement relating to the relationship of any such employee, consultant or independent contractor with Company. Section 2.10(h) sets forth consultants and independent contractors used by the Company, during any point in time after January 1, 2016, in connection with the conception, reduction to practice, creation, derivation, development, or making of the Company Intellectual Property and Company Technology.
Employee and Contractor Agreements. All current and former employees, consultants and independent contractors of Transferors, including those who are or were involved in, or who have contributed in any manner to the creation or development of any Transferor Intellectual Property or Transferor Technology have executed and delivered to Transferor a written agreement (containing no exceptions to or exclusions from the scope of its coverage) regarding the protection of proprietary information and the irrevocable assignment to Transferors of such Intellectual Property and Technology that is substantially identical to the forms of invention assignment, employment, independent contractor, consulting services and/or other written agreements, as applicable, previously delivered by Transferors to Transferee. No current or former employee, consultant or independent contractor is in violation of any term of any such agreement, or any other agreement relating to the relationship of any such employee, consultant or independent contractor with Transferors.
Employee and Contractor Agreements. All current and former employees, consultants and independent contractors of Target, any Target Subsidiary or any Target Related Business, including those who are or were involved in, or who have contributed in any manner to the creation or development of any Target Intellectual Property or Target Technology have executed and delivered to Target, such Target Subsidiary or such Target Related Business a written agreement (containing no exceptions to or exclusions from the scope of its coverage) regarding the protection of proprietary information and the irrevocable assignment to Target or the applicable Target Subsidiary or Target Related Business of such Intellectual Property and Technology. Such written agreements are substantially identical to the forms of invention assignment, employment, independent contractor, consulting services and/or other written agreements, as applicable, previously delivered by Target to Acquiror. No current or former employee, consultant or independent contractor is in violation of any term of any such agreement, or any other agreement relating to the relationship of any such employee, consultant or independent contractor with Target or the applicable Target Subsidiary or Target Related Business. Section 3.10(g) of the Target Disclosure Schedule sets forth a complete and accurate list of all consultants and independent contractors used by Target, any Target Subsidiary or any Target Related Business in connection with the conception, reduction to practice, creation, derivation, development, or making of the Target Intellectual Property and Target Technology.
Employee and Contractor Agreements. Each founder of the Company assigned to the Company all Intellectual Property owned by him/her as of the date of the formation of the Company. To the Company’s Knowledge, no current or former employee, consultant or independent contractor is in violation of any term of any agreement relating to the relationship of any such employee, consultant or independent contractor with the Company. Section 3.9(g) of the Disclosure Schedule sets forth a complete and accurate list of all consultants and independent contractors used by the Company in connection with the conception, reduction to practice, creation, derivation, development, or making of the Company Intellectual Property and Company Technology. Where necessary under Applicable Law, the Company has claimed the rights in employee inventions in accordance with Applicable Law, so that the inventors’ rights were assigned to the Company.
Employee and Contractor Agreements. All current employees, consultants and independent contractors of the Company and the Company Subsidiaries who are or were involved in, or who have contributed in any manner to the creation or development of any Company Intellectual Property or Company Technology and are listed on Section 3.9(g) of the Company Disclosure Schedule have executed and delivered to the Company or a Company Subsidiary the Company’s standard form Confidentiality and Non-Compete Covenant and Confidentiality Covenant agreements, each in the forms included in Section 3.9(g) of the Company Disclosure Schedule, or substantially similar agreements, and have not listed any Company Intellectual Property or Company Technology as excluded from assignment to the Company. No current employee, consultant or independent contractor is in violation of any term of any such agreements, or any other agreement relating to the relationship of any such employee, consultant or independent contractor with the Company or a Company Subsidiary. No former employees, consultants and independent contractors of the Company and the Company Subsidiaries have executed agreements with the Company related to Company Intellectual Property or Company Technology.
Employee and Contractor Agreements. The Company and each Company Subsidiary have valid and enforceable written agreements with all U.S.-based salaried employees that have conceived, developed, acquired or created any Intellectual Property that is material to the Business of the Company and the Company Subsidiaries, pursuant to which agreements the entire and unencumbered right, title and interest in and to that Intellectual Property is assigned to the Company or a Company Subsidiary and/or vests in the Company or a Company Subsidiary by operation of Law. The Company or a Company Subsidiary owns or has the right to use all Intellectual Property that has been developed for it by independent contractors or third parties and is material to the Business of the Company and the Company Subsidiaries.
Employee and Contractor Agreements. All current and former employees, consultants and independent contractors of the Company and its Subsidiaries involved in, or who have contributed in any manner to, the creation or development of any Company Owned Intellectual Property or Company Services have executed and delivered to the Company a valid, binding, enforceable written agreement regarding the protection of proprietary information. Those current and former employees, consultants and independent contractors of the Company and its Subsidiaries who have created or contributed to the development of material Company Owned Intellectual Property, (i) are employees of the Company and its Subsidiaries working in the scope of their employments with the Company and its Subsidiaries and therefore, the Intellectual Property created or developed by such employees is owned by the Company or its Subsidiaries; or (ii) have executed and delivered valid written agreements that include (A) an irrevocable, present assignment to the Company or one of its Subsidiaries of all right, title and interest in the Intellectual Property, or (B) an agreement that the Intellectual Property is a work for hire pursuant the Copyright Act and therefore is owned by the Company or one of its Subsidiaries. Where any such assignment is not permitted under applicable Law, the applicable employees and contractors have granted to the Company or the applicable Company Subsidiary an irrevocable, exclusive, worldwide, royalty-free, fully paid, transferrable and sublicensable licenses or usage rights, each, to the extent permitted by applicable Law, such non-assignable Intellectual Property. Each such agreement is substantially identical to the forms of invention assignment, employment, independent contractor, consulting services and/or other written agreements, as applicable, previously delivered by the Company to Purchaser.
