Common use of Employee Representations and Warranties Clause in Contracts

Employee Representations and Warranties. Employee represents and warrants that the performance of Employee's duties for the Company and Employee's obligations under this Agreement does not and will not cause Employee to violate the terms of any agreement, commitment or understanding Employee has with any other person or entity, including, but not limited to, any invention or intellectual property assignment agreement, any noncompete or nonsolicitation agreement, or any agreement to keep in confidence the trade secrets, proprietary, or other confidential information of such person or entity. Employee also represents and warrants that Employee has not brought and will not bring to the Company, or use for the benefit of the Company, any materials, information and/or documents of any person or entity that are not generally available to the public or within the Company's trade, unless Employee has obtained written authorization from any such person or entity permitting Employee to retain and use said materials, information and/or documents. Employee hereby further represents and warrants that Employee's use (or the Company's use) of any materials, information and/or documents Employee may bring to the Company for use in Employee's employment will not violate the intellectual property rights of any other person or entity. Employee further agrees to indemnify and hold harmless the Company against any expenses, damages, costs, losses or fees (including legal fees) incurred by Company in any suit, claim or proceeding brought by any third party based on a fact which constitutes a breach of the warranty set forth in this Section.

Employee Representations and Warranties. a. The Employee represents and warrants that performance of his duties for the Company and his obligations under the terms of this Restrictive Covenants Agreement and his Employment Agreement do not and will not cause the Employee to breach any agreement, commitment or understanding the Employee has with any other party, whether formal or informal, to assign to such other party inventions the Employee may hereafter make, or to keep in confidence proprietary information of such other party which the Employee acquired or learned prior to the Employee’s employment by the Company. b. The Employee represents and warrants that the performance of Employee's duties for the Company and Employee's obligations under this Agreement does not and will not cause Employee to violate the terms of any agreement, commitment or understanding Employee has with any other person or entity, including, but not limited to, any invention or intellectual property assignment agreement, any noncompete or nonsolicitation agreement, or any agreement to keep in confidence the trade secrets, proprietary, or other confidential information of such person or entity. Employee also represents and warrants that Employee has not brought and will not bring to the Company, or use for the benefit of the Company, any materials, information materials and/or documents of any person a former employer (which, for purposes of this Section, shall also include persons, firms, corporations and other entities for which the Employee has acted as an independent contractor or entity consultant) that are not generally available to the public or within to the Company's trade, unless the Employee has obtained written authorization from any such person or entity former employer permitting the Employee to retain and use said materials, information materials and/or documents. Employee hereby further represents and warrants that Employee's use (or the Company's use) of With respect to any materials, information materials and/or documents that the Employee may bring to the Company for use in the course of the Employee's employment ’s employment, the Employee hereby further represents and warrants that the Employee’s use (or the Company’s use) of such materials and/or documents will not violate the intellectual property rights of any other person or entity. Employee further agrees to indemnify and hold harmless the Company against any expenses, damages, costs, losses or fees (including legal fees) incurred by Company in any suit, claim or proceeding brought by any third party based on a fact which constitutes a breach former employer of the warranty set forth in this SectionEmployee, or any other party.

Employee Representations and Warranties. (a) Employee represents and warrants that the performance of Employee's duties for the terms of this Agreement as an employee of the Company and Employee's obligations under this Agreement does not and will not cause Employee to violate the terms of breach any agreement, commitment or understanding Employee has with any other person party, whether formal or entityinformal, including, but not limited to, any invention or intellectual property assignment agreement, any noncompete or nonsolicitation agreementto assign to such other party inventions Employee may hereafter make, or any agreement to keep in confidence the trade secrets, proprietary, confidential or other confidential proprietary information of such person other party which Employee acquired or entity. learned prior to Employee's employment by the Company. (b) Employee also represents and warrants that Employee has not brought and will not bring to the Company, or use for the benefit of the Company, any materials, information materials and/or documents of any person a former employer (which, for purposes of this Section 7, shall also include persons, firms, corporations and other entities for which Employee has acted as an independent contractor or entity consultant) that are not generally available to the public or within to the Company's trade, unless Employee has obtained written authorization from any such person or entity former employer permitting Employee to retain and use said materials, information materials and/or documents. With respect to any materials and/or documents that Employee may bring to the Company for use in the course of Employee's employment, Employee hereby further represents and warrants that Employee's use (or the Company's use) of any materials, information such materials and/or documents Employee may bring to the Company for use in Employee's employment will not violate the intellectual property rights of any former employer of Employee, or any other person or entity. Employee further agrees to indemnify and hold harmless the Company against any expenses, damages, costs, losses or fees (including legal fees) incurred by Company in any suit, claim or proceeding brought by any third party based on a fact which constitutes a breach of the warranty set forth in this Sectionparty.

Employee Representations and Warranties. Employee represents and warrants that the performance of Employee's duties for the terms of this Agreement as an employee of the Company and Employee's obligations under this Agreement does not and will not cause Employee to violate the terms of breach any agreement, commitment or understanding Employee has with any other person party, whether formal or entityinformal, including, but not limited to, any invention or intellectual property assignment agreement, any noncompete or nonsolicitation agreementto assign to such other party inventions Employee may hereafter make, or any agreement to keep in confidence the trade secrets, proprietary, or other confidential proprietary information of such person other party which Employee acquired or entitylearned prior to Employee's employment by the Company. Employee also represents and warrants that Employee has not brought and will not bring to the Company, or use for the benefit of the Company, any materials, information materials and/or documents of any person a former employer (which, for purposes of this Section, shall also include persons, firms, corporations and other entities for which Employee has acted as an independent contractor or entity consultant) that are not generally available to the public or within to the Company's trade, unless Employee has obtained written authorization from any such person or entity former employer permitting Employee to retain and use said materials, information materials and/or documents. With respect to any materials and/or documents that Employee may bring to the Company for use in the course of Employee's employment, Employee hereby further represents and warrants that Employee's use (or the Company's use) of any materials, information such materials and/or documents Employee may bring to the Company for use in Employee's employment will not violate the intellectual property rights of any former employer of Employee, or any other person or entity. Employee further agrees to indemnify and hold harmless the Company against any expenses, damages, costs, losses or fees (including legal fees) incurred by Company in any suit, claim or proceeding brought by any third party based on a fact which constitutes a breach of the warranty set forth in this Sectionparty.