Employee NDAs Sample Clauses

Employee NDAs. Each current and former officer, employee and consultant of the Company or any Major Subsidiary, including, without limitation, each Key Employee, has executed in the Company's favor a standard agreement regarding confidentiality and proprietary information used by the Company or any Major Subsidiary and assignment of intellectual property rights in favor of the Company and/or any such Major Subsidiary substantially in the form of the Employee Non-Compete Agreement attached to this Agreement as Exhibit D, and all such agreements are in full force and effect. To the Company's knowledge, none of its current or former employees, officers and consultants is in violation thereof. No such person has excluded works or intellectual property rights made prior to his or her employment or other contractual relationship with the Company or any Major Subsidiary from his or her assignment of inventions pursuant to such agreement. Subject to any limitations on such vesting imposed by applicable Law, full title and ownership of all inventions and proprietary rights, processes or methods developed or invented by any and all employees and consultants of the Company or any Major Subsidiary during the period of their employment and/or consultancy and resulting directly or indirectly from their work for the Company or any Major Subsidiary vest in the Company or such Major Subsidiary pursuant to each such agreement.
Sample 1Sample 2
AutoNDA by SimpleDocs
Employee NDAs a. For the purposes of this Exhibit DATA-1, “Personnel” means any Supplier personnel (including, for clarity, employees and individual contractors) and any personnel of Supplier’s subcontractors who have access to PG&E systems or any Supplier systems that are used to process or store PG&E Data. b. Supplier shall ensure that its Personnel are under a legal obligation to protect the confidentiality of PG&E Data, and to assign intellectual property rights that they might have in Deliverables and Work Product (if applicable) to PG&E, consistent with the terms of the Contract. Supplier is not required to have an individual execute an Employee NDA as described in paragraph (c) if that individual is under a legal obligation as described in the previous sentence. c. For any Personnel who do not satisfy the requirements of paragraph (b), Supplier shall require each such person to sign an agreement in the form provided at the end of this Exhibit DATA-1 (an “Employee NDA”). Supplier shall furnish the signed Employee NDAs to PG&E (either in paper or electronic form) before the Personnel are given access to PG&E systems or PG&E Data. d. For the avoidance of doubt, Supplier is liable to PG&E for any failure of its Personnel to comply with the terms of this Exhibit DATA-1 or their personal confidentiality obligations with respect to PG&E Data (including, if applicable, their Employee NDA).
Sample 1
Employee NDAs a. For the purposes of this Exhibit 2, “Personnel” means any Provider personnel (including, for clarity, employees, and individual contractors) and any personnel of Provider’s subcontractors who have access to PGCE systems or any Provider systems that are used to process or store PGCE Data. b. Provider shall ensure that its Personnel are under a legal obligation to protect the confidentiality of PGCE Data, and to assign intellectual property rights that they might have in Deliverables and Work Product (if applicable) to PGCE, consistent with the terms of the Agreement. Provider is not required to have an individual execute an Employee NDA as described in paragraph (c) if that individual is under a legal obligation as described in the previous sentence. c. For any Personnel who do not satisfy the requirements of paragraph (b), Provider shall require each such person to sign an agreement in the form provided at the end of this Exhibit 2 (an “Employee NDA”). Provider shall furnish the signed Employee NDAs to PGCE (either in paper or electronic form) before the Personnel are given access to PGCE systems or PGCE Data. d. For the avoidance of doubt, Provider is liable to PGCE for any failure of its Personnel to comply with the terms of this Exhibit 2 or their personal confidentiality obligations with respect to PGCE Data (including, if applicable, their Employee NDA).
Sample 1
Employee NDAs. Following the Closing, in the event (i) Sphinx provides written notice to Arion of an actual or threatened breach, or actions that would reasonably be expected to result in a breach, of an Employee NDA by the applicable employee counterparty and (ii) Sphinx reasonably requests that it be permitted to take action against such employee in order to protect Sphinx’s interests under the applicable Employee NDA which interests would be harmed by such breach, Arion shall, at Sphinx’s expense, promptly take all actions reasonably necessary to permit and authorize Sphinx to enforce Arion’s rights under the applicable Employee NDA on behalf and for the benefit of Sphinx or its applicable Subsidiary or Affiliate.
Sample 1

Related to Employee NDAs

  • 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.

  • Employee Agreement The Employee Agreement entered into by and between the Company and the Employee as it may be amended from time to time.

  • Nonsolicitation of Employees While employed by the Company and for a period of six (6) months thereafter, Executive shall not directly or indirectly, for himself or for any other person, firm, corporation, partnership, association or other entity, attempt to employ or enter into any contractual arrangement with any employee or former employee of the Company, unless such employee or former employee has not been employed by the Company for a period in excess of six months.

  • Employment of Consultant CONSULTANT will perform as an independent contractor all services under this Contract to the prevailing professional standards consistent with the level of care and skill ordinarily exercised by members of its profession, both public and private, currently practicing in the same locality under similar conditions, including reasonable, informed judgments and prompt, timely action. If CONSULTANT is representing that it has special expertise in one or more areas to be utilized in this Contract, then CONSULTANT agrees to perform those special expertise services to the appropriate local, regional or national professional standards.

  • Non-Recruitment of Employees During the Restricted Period, Executive will not, directly or indirectly, solicit, recruit or induce any Employee to (i) terminate his or her employment relationship with the Company or any of its Subsidiaries or (ii) work for any other person or entity engaged in the Business.

  • Company Employees Each Party shall not, directly or indirectly solicit for employment, any employee of the other Party who has been directly involved in the performance of this Agreement during the Term and for one year after the earlier of the termination or expiration of this Agreement or the termination of such individual's employment, with the other Party. It shall not be a violation of this provision if any employee responds to a Party's general advertisement of an open position.

  • Employment of Employee (a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employee's employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employee's employment at any time in any lawful manner. (b) In the event of a Potential Change in Control, to be entitled to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employee's regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect. (c) If Employee's employment terminates on or after the Change in Control Date, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4. (d) If Employee's employment is terminated by the Company prior to the Change in Control Date but on or after a Potential Change in Control Date, then the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4 unless the Company reasonably demonstrates that Employee's termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of payments and the provision of benefits in Sections 3 and 4 under the circumstances described in this Section 2(d), Employee's date of termination shall be deemed to be the Change in Control Date.

  • Summer Employment 5.10.1 Summer employment is defined as temporary employment of employees during their non-contract days between the end of one school year and the beginning of the next school year in classifications covered by this agreement. 5.10.2 All terms and conditions of this agreement shall be in force throughout any period of "summer employment" except for any deviations specifically addressed in thissection. 5.10.3 Employees who wish to be employed in summer employment must apply for a position(s) advertised on the district's employment website as temporary summer positions become available. 5.10.4 Employees shall be eligible for summer employment according to the employee's classification, district wide seniority, training, experience, and skills and the needs of the district.

  • Employee Arrangements Except as set forth on Section 8.2(h) of the UWWH Disclosure Schedules, pursuant to the terms of any collective bargaining agreements in effect as of the date hereof and disclosed on Section 6.15(a) of the UWWH Disclosure Schedules, as contemplated by this Agreement, as set forth in the Employee Matters Agreement or as otherwise required by applicable Law, UWWH shall not, nor shall it permit any of its Subsidiaries to: (i) grant any material increases in the compensation (including bonus and incentive compensation) or fringe benefits of any UWWH Employee except any increases that would not reasonably be expected to become a Liability of the Surviving Corporation or its Subsidiaries; (ii) pay or agree to pay to any UWWH Employee any pension, retirement allowance, severance benefit or other material employee benefit not required by any of the existing UWWH Benefit Plans as in effect on the date hereof, except as would not reasonably be expected to result in a Liability of the Surviving Corporation or its Subsidiaries; (iii) except in the ordinary course of business, enter into any new, or terminate or materially amend any existing collective bargaining agreement or relationship, employment, severance or termination Contract or other arrangement with any UWWH Employee or his or her representative, provided, that any such new collective bargaining agreement or any termination of or material amendment to any such existing collective bargaining agreement in the ordinary course of business shall be subject to review by xpedx senior management reasonably in advance of the conclusion of such negotiations, and xpedx senior management shall have been informed periodically of the status of negotiations with respect thereto; (iv) (A) become obligated under any new pension plan, welfare plan, employee benefit plan (including any equity incentive plan), severance plan, benefit arrangement or similar plan or arrangement sponsored or maintained by UWWH or any of its Subsidiaries that was not in existence on the date hereof, or (B) amend any such plan or arrangement in existence on the date hereof, except in the case of (B) (x) as would not result in a material increase in the annual aggregate cost (based on UWWH’s historical annual aggregate cost) of maintaining such pension plan, welfare plan, employee benefit plan, severance plan, trust, fund, policy or arrangement or (y) as would not reasonably be expected to result in a Liability of the Surviving Corporation or its Subsidiaries; (v) grant any equity-based compensation to any UWWH Employee or director or independent contractor of UWWH or any of its Subsidiaries; (vi) make any offer for the employment or engagement of any UWWH Employee or other individual on a full-time, part-time, or consulting basis providing for an annual compensation in excess of $250,000; (vii) implement any distribution center, facility, warehouse or business unit closing or mass layoff that could implicate WARN; or (viii) make any loan to (x) any director, officer or member of senior management of UWWH or any of its Subsidiaries or (y) except in the ordinary course of business and in compliance with applicable Law, to any other UWWH Employee.

  • Terms of Employment This Section 2 sets forth the terms and conditions on which the Company agrees to employ Executive during the period (the "Protected Period") beginning on the first day during the Term of this Agreement on which a Change of Control occurs and ending on the second anniversary of that date, or such earlier date as Executive's employment terminates as contemplated by Section 3.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!