Employee/Consultant Documentation. Each current or former employee, officer, director, consultant and contractor of Seller or any of its Subsidiaries who is or has been involved in the development (alone or with others) of any Codec Assets has executed and delivered to Seller the relevant agreements that assign to Seller or such Subsidiary all of the Codec Assets, including the Codec Intellectual Property and the Codec Intellectual Property Rights. All such current and former employees, officers, consultants and contractors of Seller and its Subsidiaries who have been involved in the development (alone or with others) of any Codec Assets or who have had access to any Trade Secrets included in the Codec Intellectual Property have signed agreements in which they agree not to use or disclose any Trade Secrets included in the Codec Intellectual Property, except as explicitly authorized by Seller or such Subsidiary. There has been no disclosure by Seller or its Subsidiaries (or any other their respective employees, officers, directors, consultants, or contractors) of any such Trade Secrets included in the Codec Intellectual Property Rights that could compromise the status, protectibility or confidentiality of such Trade Secrets included in the Codec Intellectual Property Rights. In each case in which Seller or any of its Subsidiaries has acquired ownership (or claimed or purported to acquire ownership) of any Codec Assets from any Person (including any employee, officer, director, consultant and contractor of Seller or any Subsidiary), Seller or its applicable Subsidiary has obtained a valid and enforceable assignment sufficient to irrevocably transfer any ownership of and all rights with respect to such Codec Assets to Seller or such Subsidiary. All such assignments that are or may be required to be filed or recorded in order to be valid or effective against bona fide purchasers without notice of such assignment have been duly executed and filed or recorded with the U.S. Patent and Trademark Office or the U.S. Copyright Office, as applicable, and any applicable Governmental Entity elsewhere.
Employee/Consultant Documentation. Each current or former employee, officer, director, consultant and contractor of Seller or any of its Subsidiaries who is or has been involved in the development (alone or with others) of any Patent Assets has executed and delivered to Seller the relevant agreements that assign to Seller or such Subsidiary the Patent Assets. In each case in which Seller or any of its Subsidiaries has acquired ownership (or claimed or purported to acquire ownership) of any Patent Assets from any Person (including any employee, officer, director, consultant and contractor of Seller or any Subsidiary), Seller or its applicable Subsidiary has obtained an assignment sufficient to transfer ownership of and all rights with respect to such Patent Asset to Seller or such Subsidiary. All such assignments that are or may be required to be filed or recorded in order to be valid or effective against bona fide purchasers without notice of such assignment have been duly executed and filed or recorded with the U.S. Patent and Trademark Office and any applicable Governmental Entity elsewhere.
Employee/Consultant Documentation. Schedule 2.8(d) sets forth the name of each current or former employee, officer, director, consultant and contractor of Seller who is or has been involved in the development (alone or with others) of the Software. Prior to the Closing each person named on Schedule 2.8(d) shall have executed and delivered to Seller an agreement (in form and substance reasonable acceptable to Purchaser) that assigns to Seller all of his right, title and interest in and to the Software, including the Software Intellectual Property and the Software Intellectual Property Rights.
