Employee IP Agreements Sample Clauses

Employee IP Agreements. Prior to the Closing, the Sellers shall use their respective reasonable best efforts to obtain appropriate executed intellectual property assignment agreements with the employees listed on Schedule 4.12(c).
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Employee IP Agreements. On or before the Closing, the Company shall use its best efforts to enter into an Intellectual Property and Confidentiality Agreement in the form attached as Exhibit H with each current employee of the Company, each Principal Equityholder, each Option Holder and each Shareholder who has not previously entered into an Intellectual Property and Confidentiality Agreement in the form provided by the Company to the Parent (the “Employee IP Agreements”).
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Employee IP Agreements. Duly executed copies of the Employee IP Agreements.
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Employee IP Agreements. Each Person who is or was involved in the creation or development of any portion of, or would otherwise have rights in or to, any Owned Intellectual Property or Owned Technology has executed a valid and enforceable written agreement with the Company that assigns to the Company all rights, title and interest in and to any and all such Intellectual Property and Technology and irrevocably waives such Person’s moral rights in such Intellectual Property and Technology (“Employee IP Agreement”), and all Intellectual Property in such Person’s contribution is owned exclusively by the Company. No current or former shareholder, officer, director, or employee of the Company (i) has any claim, right (whether or not currently exercisable), or ownership interest in any Company Intellectual Property or Company Technology or has excluded any Intellectual Property or Technology from his or her Employee IP Agreement, or (ii) has been named as an inventor on any patent owned by, or pending patent application by, the Company for any device, process, design or invention of any kind now used by the Company in the furtherance of its business, except for inventions that have been assigned to the Company. No employee of the Company is (A) bound by or otherwise subject to any contract restricting them from performing his or her duties; or (B) in breach of any contract with any former employer or other Person concerning Intellectual Property or confidentiality due to his or her activities as an employee of the Company.
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Employee IP Agreements. Each Person who is or was involved in the creation or development of any portion of, or would otherwise have rights in or to, any Company-Owned Intellectual Property Rights has executed a valid and enforceable written agreement with the Company or a Company Subsidiary that presently assigns to the Company or Company Subsidiary all right, title and interest in and to such Intellectual Property Rights and irrevocably waives such Person’s moral rights in such Intellectual Property Rights (each such agreement, an “IP Assignment Agreement”). No current or former shareholder, director, consultant, contractor or employee of the Company or any Company Subsidiary (i) has any claim, right (whether or not currently exercisable, but excluding rights to use Company-Owned Intellectual Property Rights solely to provide services for the benefit of the Company or a Company Subsidiary pursuant to a written consulting or independent contractor agreement), or ownership interest in any Company-Owned Intellectual Property Rights or has excluded any Intellectual Property Rights from their IP Assignment Agreement, or (ii) has been named as an inventor on any Patent owned or purported to be owned by, or filed in the name of, or any pending Patent application by, the Company or any Company Subsidiary for any device, process, design or invention now used by the Company or any Company Subsidiary in the furtherance of their respective businesses, except for devices, processes, designs and inventions that have been assigned to the Company or a Company Subsidiary.
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Employee IP Agreements. Each Person who is or was involved in the creation or development of any portion of, or would otherwise have rights in or to, any Owned Intellectual Property or Owned Technology has executed a valid and enforceable written agreement with the Company Entities that assigns to the Company Entities all rights, title and interest in and to any and all such Intellectual Property and Technology (“Employee IP Agreement”), and all Intellectual Property in such Person’s contribution is owned exclusively by the Company Entities. No current or former shareholder, officer, director, or employee of the Company Entities has any claim, right (whether or not currently exercisable), or ownership interest in any Company Intellectual Property or Company Technology, or has excluded any Intellectual Property or Technology from their Employee IP Agreement. To the Knowledge of the Company, no employee of the Company Entities is (A) bound by or otherwise subject to any Contract restricting him or her from performing his or her duties for the Company Entities, or (B) in breach of any Contract with any former employer or other Person concerning Intellectual Property or Technology or confidentiality due to his or her activities as an employee of the Company Entities.
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Related to Employee IP Agreements

  • Noncompetition Agreements Purchaser shall have executed and delivered to each Seller a Noncompetition Agreement substantially in the form attached hereto as Schedule 6.5(a).

  • Employee 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 a nondisclosure and proprietary rights assignment agreement.

  • Non-Competition Agreements Except as described in the Statutory Prospectus and the Prospectus, to the Company’s knowledge, none of the Sponsor, directors or executive officers of the Company is subject to a non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his, her or its ability to be and act in the capacity of shareholder, executive officer or director of the Company, as applicable.

  • Employment Agreements Each of the persons listed on Schedule 9.12 shall have been afforded the opportunity to enter into an employment agreement substantially in the form of Annex VIII hereto.

  • Company Lock Up Agreements The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement Agent, it will not for a period of thirty (30) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, (ii) the issuance by the Company of ADSs upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.

  • Non-Compete Agreements The Company, in its sole discretion, may require you to execute a separate non-compete, non-solicitation, or similar agreement in connection with the grant of the Restricted Stock Units pursuant to this Agreement or in connection with the acceleration of the Restricted Stock Units in accordance with the provisions of Section 6 of this Agreement.

  • No Existing Non-Competition Agreements No Insider is subject to any non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his ability to be an employee, officer and/or director of the Company, except as disclosed in the Registration Statement.

  • Sub-Agreements Party shall not assign, subcontract or subgrant the performance of this Agreement or any portion thereof to any other Party without the prior written approval of the State. Party shall be responsible and liable to the State for all acts or omissions of subcontractors and any other person performing work under this Agreement pursuant to an agreement with Party or any subcontractor.

  • License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement. (b) Each Borrower and Guarantor will either exercise any option to renew or extend the term of each material License Agreement to which it is a party in such manner as will cause the term of such material License Agreement to be effectively renewed or extended for the period provided by such option and give prompt written notice thereof to Agent or give Agent prior written notice that such Borrower or Guarantor does not intend to renew or extend the term of any such material License Agreement or that the term thereof shall otherwise be expiring, not less than sixty (60) days prior to the date of any such non-renewal or expiration. In the event of the failure of such Borrower or Guarantor to extend or renew any material License Agreement to which it is a party, Agent shall have, and is hereby granted, the irrevocable right and authority, at its option, to renew or extend the term of such material License Agreement, whether in its own name and behalf, or in the name and behalf of a designee or nominee of Agent or in the name and behalf of such Borrower or Guarantor, as Agent shall determine at any time that an Event of Default shall exist or have occurred and be continuing. Agent may, but shall not be required to, perform any or all of such obligations of such Borrower or Guarantor under any of the License Agreements, including, but not limited to, the payment of any or all sums due from such Borrower or Guarantor thereunder. Any sums so paid by Agent shall constitute part of the Obligations. (c) No Borrower or Guarantor shall assign, sell, mortgage, lease, transfer, pledge, hypothecate, grant a security interest in or lien upon, encumber, grant an exclusive or non-exclusive license relating to any Intellectual Property, or otherwise dispose of any Intellectual Property, in each case without the prior written consent of Agent, except that any Borrower or Guarantor may, after written notice to Agent, grant a non-exclusive license relating to any Intellectual Property to another Borrower or Guarantor in the ordinary course of business.

  • Intellectual Property Agreements Borrower shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Borrower's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts.

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