Employee Confidentiality Agreements. The members of each Group have entered into confidentiality and non- disclosure agreements with their respective employees. To the extent that any employee during or after employment violates any such agreement and such violation is or may in the future be to the detriment of the other Group, at the written request of the affected party, the other party shall, or shall cause the appropriate members of its Group to, promptly bring and diligently pursue an action against such employee if and to the extent reasonable under the circumstances to preserve the value of the assets and Licensed Materials. The Group member employing the employee violating his/her confidentiality and non- disclosure agreement shall have the unilateral right to determine the forum for, the manner of proceeding in, and legal counsel for such action and shall be entitled to any damages or other relief against such employee awarded in such action to the extent related to such Group's assets or business or to the Licensed Materials. Such enforcement against and recovery by a Group member from its breaching employee shall not constitute a release or sole remedy for the members of the other Group injured by such breaching employee's actions, and such members of the other Group may bring a claim against the Group members employing the breaching employee for a breach of this Agreement. Each party shall bear all out-of-pocket costs of pursuing such action and the other party shall cooperate in connection therewith.
Employee Confidentiality Agreements. 15 Section 8.4.
Employee Confidentiality Agreements. 12 ----------------------------------- SECTION 3.17.
Employee Confidentiality Agreements. Except as set forth in Section 3.17(l) of the Company Disclosure Schedule, all current and former employees, contractors and consultants of the Company have entered into confidentiality, invention assignment and proprietary information agreements with the Company where appropriate, except as would not have an Material Adverse Effect. The carrying on of the Company's business as currently conducted by the employees, contractors and consultants of the Company does not, to the Company's Knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or to the Company's Knowledge, constitute a default under, any contract, covenant or instrument under which any of such employees, contractors or consultants or the Company is now obligated.
Employee Confidentiality Agreements. The Company shall use its best efforts to obtain, and shall cause its subsidiaries (if any) to use their best efforts to obtain, Confidentiality Agreement from all future officers, key employees and other employees who will have access to confidential information of the Company or any of its subsidiaries, upon their employment by the Company or any of its subsidiaries.
Employee Confidentiality Agreements. Any agreement or instrument ----------------------------------- relating to confidentiality, non-disclosure or non-competition obligations of a former employee of CSI and its affiliates who has been, or a current employee of CSI who will be, transferred to a Newco in connection with the Transformation (a "CSI Confidentiality ------------------- Agreement") shall remain in full force and effect according to its --------- terms; provided, however, that none of the following acts committed by former CSI employees within the scope of their employment with a particular Newco shall constitute a breach of such CSI Confidentiality Agreements: (i) the use or disclosure of confidential information of CSI for or on behalf of such Newco, if such disclosure is consistent with the rights granted to such Newco and restrictions imposed on such Newco under this Agreement, any Ancillary Agreement or any other agreement between the parties; (ii) the rendering of any services, directly or indirectly, to such Newco to the extent such services are consistent with the rights granted to such Newco and the restrictions imposed on such Newco under this Agreement, any Ancillary Agreement or any other agreement between the parties. CSI hereby retains all of its rights under the CSI Confidentiality Agreements (except as provided in the immediately preceding sentence), but hereby transfers and assigns to each Newco a portion of its rights under the CSI Confidentiality Agreements of all former CSI employees employed by such Newco to the extent required to permit such Newco to enjoin, restrain, recover damages from or obtain specific performance of the CSI Confidentiality Agreements or obtain other remedies against any Newco employee who breaches his or her CSI Confidentiality Agreement. CSI and the relevant Newco may separately enforce the CSI Confidentiality Agreements of former CSI employees employed by such Newco, in the case of such Newco, to the extent necessary to reasonably protect its interests; provided, however, that such Newco shall not commence any legal action relating thereto without CSI's written consent. In addition, each Newco shall use reasonable commercial efforts to cause each of its employees to execute a new confidentiality agreement which protects the confidential information of such Newco (each a "Newco Confidentiality Agreement"). CSI and ------------------------------- each Newco agree to cooperate as follows: (A) each Newco shall advise CSI of any violation(s)...
Employee Confidentiality Agreements. Except as set forth in Section 3.16(h) of the Company Disclosure Schedule, all current and former employees, contractors and consultants of the Company have entered into confidentiality, invention assignment and proprietary information agreements with the Company where appropriate, except as would not have an Material Adverse
Employee Confidentiality Agreements. The Shareholders agree, and each Shareholder agrees to cause the Company, to enter into with the respective employees and consultants such proprietary information and confidentiality, trade secret protection and non-competition agreements as are reasonably determined to be appropriate from time to time by their respective Boards of Directors.
Employee Confidentiality Agreements. All current and former employees and paid consultants (in the case of academic consultants, those acting outside the scope of their academic affiliation) of Allos and its Affiliates who are or have been substantively involved in the conception, design, review, evaluation, reduction to practice, or development of Allos Technology (excluding the Allos Technology licensed to Allos under the PDX License Agreement) or the Product have executed written contracts or are otherwise obligated to protect the confidential status and value thereof and to vest in Allos exclusive ownership of the Allos Technology (excluding the Allos Technology licensed to Allos under the PDX License Agreement) and the Product;
Employee Confidentiality Agreements. DIVERSA and DOW each represent that all of its employees and any consultants to such Party participating in the R&D Program or who shall otherwise have access to Confidential Information of the other Party are bound by written agreements to maintain such information in confidence and not to use such information except as expressly permitted herein. Each Party agrees to [*****] by which its employees and consultants are bound.
