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 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. Except as set forth in Schedule 3.9(j):
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. All current and former employees, consultants and independent contractors of Transferor, 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 Transferor 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 Transferor 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 Transferor.
Employee and Contractor Agreements. Except as disclosed in Section 5.15(s) of the Disclosure Schedule, 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 Owned Intellectual Property have executed and delivered to the Company a written agreement regarding the protection of proprietary information and the irrevocable assignment to the Company of any Owned Intellectual Property, the form(s) of which agreements are substantially identical to those made available by the Company. To the Knowledge of the Company, no current or former employee, consultant or independent contractor is in violation of any term of any such agreement. Section 5.15(s) of the Disclosure Schedule also 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 Owned Intellectual Property.
Employee and Contractor Agreements. All current and former employees, consultants and independent contractors of Target who were involved in, or who contributed to, the creation or development of any Proprietary Rights or any Target Product have executed and delivered to Target written agreements (containing no material exceptions to or exclusions related to Target Product) regarding the protection of proprietary information and the irrevocable assignment to Target of any Proprietary Rights arising from services performed by such Persons. To Target’s Knowledge, no current or former employee, consultant or independent contractor of Target is in violation of any term of any such agreement as it relates to protection of proprietary information and the irrevocable assignment of Proprietary Rights arising from services performed by such Persons.
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. All current and former employees, contractors and consultants of Seller and its Affiliates who are or were involved in the creation or development of any of the Acquired Intellectual Property or Licensed Intellectual Property have assigned or are obligated to assign to Seller or its Affiliates all right, title and interest thereof in any material Intellectual Property created by such employees, contractors and consultants. No current employee of Seller is in violation of any term of any such agreement.
Employee and Contractor Agreements. The Company and each Company Subsidiary have valid and enforceable written agreements with all employees that have conceived, developed, acquired or created any Intellectual Property that is material to the Business, 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 unless such Intellectual Property vests in the Company or a Company Subsidiary automatically by operation of law. The Company or a Company Subsidiary owns all Intellectual Property that has been developed for it by independent contractors or third parties and is material to the Business.
