Common use of Employees and Independent Contractors Clause in Contracts

Employees and Independent Contractors. (a) Schedule 2.12(a)(i) contains a true and complete list, as of April 28, 2008, of all employees of Seller employed in the Business (the “Seller Employees”), including, to the extent applicable, each Seller Employee’s (i) name, (ii) title, wage, salary, target bonus and accrued vacation or paid time off as of Xxxxx 00, 0000, (xxx) principal location of employment, and (iv) date of hire by Seller. Schedule 2.12(a)(ii) contains a list of all Seller Employees who to Seller’s Knowledge are not citizens of the United States. Schedule 2.12(a)(iii) also contains a true and complete list of all Seller Employees who are as of such date on a short- or long-term disability leave or other leave of absence (but not including vacation). Each Seller option plan provides that the vesting of all options to purchase Seller common stock, par value $0.001 per share (“Seller Options”) granted thereunder to any Seller Employee may be accelerated, in whole or in part, at the discretion of the board of directors of Seller or the plan administrator of the Seller, in either case pursuant to the option plan and related documents governing the Seller Options. (b) Schedule 2.12(b) contains a true and complete list, as of the date hereof, of all consultants and other independent contractors who are providing material services to the Business (the “Independent Contractors”), including (i) each Independent Contractor’s name, (ii) the type of services being provided by each Independent Contractor, (iii) the principal location where services are provided by each Independent Contractor and (iv) the date when each Independent Contractor was retained by Seller. Copies of all contracts relating to Independent Contractors used in the Business have been furnished to Purchaser. (c) Seller is in compliance in all material respects with all applicable laws, rules and regulations with respect to employment, employment practices, and terms, conditions and classification of employment (including the proper classification of workers as independent contractors and consultants), wage and hour requirements, immigration status, discrimination in employment, employee health and safety, and the Workers’ Adjustment and Retraining Notification Act. Seller has withheld or will timely withhold all amounts required by law or by agreement to be withheld from the wages, salaries, and other payments to Seller Employees; and Seller is not liable for any arrears of wages, compensation, Taxes, penalties or other sums for failure to comply with any of the foregoing. Seller has paid in full or will timely pay in full to all Seller Employees all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such Seller Employees. There are no controversies pending or, to Seller’s Knowledge, threatened, between the Seller and any of its Seller Employees, which controversies have or would reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any governmental entity. (d) To Seller’s Knowledge, no Seller Employee is in violation of any term of any employment or service agreement, patent disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such Seller Employee to be employed by the Seller because of the nature of the business conducted or presently proposed to be conducted by the Seller or to the use of trade secrets or proprietary information of others. To Seller’s Knowledge, there are no material controversies, grievances or claims pending or threatened, by any of the Seller Employees with respect to their employment. To Seller’s Knowledge, no Seller Employee has given notice to Seller that any such Seller Employee intends to terminate his or her employment with the Seller (other than for the purposes of accepting employment with Purchaser following the Technology Closing). The employment of each Seller Employee has been at all times in the past and is “at-will”, and the Seller has not had any obligation to provide any particular form or period of notice prior to terminating the employment of any Seller Employee. Seller has not (i) entered into any Contract that obligates or purports to obligate Purchaser to make an offer of employment to any Seller Employee and/or (ii) promised or otherwise provided any assurances (contingent or otherwise) to any Seller Employee of any terms or conditions of employment with Purchaser following the Technology Closing.

Employees and Independent Contractors. (a) Schedule 2.12(a)(i2.7(a) contains a true and complete list, dated as of April 2825, 20082006, of all employees of Seller employed in the Business as of the date of this Agreement (the “Seller Employees”), including, to the extent applicable, each Seller Employee’s (i) name, (ii) title, wage, salary, target bonus and accrued vacation or paid time off as of Xxxxx 00, 0000, (xxxiii) principal location of employment, and (iv) date of hire by Seller. Schedule 2.12(a)(ii, (v) contains a list U.S. immigration status, (vi) annual base salary, (vii) target bonus, (viii) incentive compensation arrangement, and (ix) other material terms of all Seller Employees who to Seller’s Knowledge are not citizens compensation, including salary, bonus, commissions and any other compensation paid since the beginning of the United States. Schedule 2.12(a)(iii) also contains a true and complete list of all Seller Employees who are as of such date on a short- or long-term disability leave or other leave of absence (but not including vacation). Each Seller option plan provides that the vesting of all options to purchase Seller common stock, par value $0.001 per share (“Seller Options”) granted thereunder to any Seller Employee may be accelerated, in whole or in part, at the discretion of the board of directors of Seller or the plan administrator of the Seller, in either case pursuant to the option plan and related documents governing the Seller Optionsmost recently completed fiscal year. (b) Schedule 2.12(b2.7(b) contains a true and complete list, dated as of the date hereofApril 25, 2006, of all consultants and other independent contractors who are providing material services to the Business as of the date of this Agreement (the “Independent Contractors”), including (i) each Independent Contractor’s name, (ii) the type of services being provided by each Independent Contractor, (iii) the principal location where services are provided by each Independent Contractor and (iv) the date when each Independent Contractor was retained by Seller. Copies of all contracts relating to Independent Contractors used in the Business have been furnished provided to PurchaserBuyer. (c) Except as set forth in Schedule 2.7(c), (i) neither Seller nor an Affiliate of Seller is in compliance in all material respects with all a party to any collective bargaining agreement or other labor contract applicable lawsto an Employee, rules and regulations (ii) to the Knowledge of Seller, no union has bargaining rights with respect to employment, employment practices, any Employee and terms, conditions and classification of employment (including the proper classification of workers as independent contractors and consultants), wage and hour requirements, immigration status, discrimination in employment, employee health and safety, and the Workers’ Adjustment and Retraining Notification Act. Seller has withheld or will timely withhold all amounts required by law or by agreement to be withheld from the wages, salaries, and other payments to Seller Employees; and Seller is not liable for any arrears of wages, compensation, Taxes, penalties or other sums for failure to comply with any of the foregoing. Seller has paid in full or will timely pay in full to all Seller Employees all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such Seller Employees. There there are no controversies threatened or apparent union organizing activities involving any Employee, (iii) there are no controversies, strikes, slowdowns or work stoppages pending or, to Seller’s Knowledge, threatened, or threatened between the Seller or an Affiliate of Seller and any of its Seller Employeesan Employee, which controversies have or would reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any governmental entity. (div) To Seller’s Knowledge, no Seller Employee is in violation of any term of any employment or service agreement, patent disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right Knowledge of any such Seller Employee to be employed by the Seller because of the nature of the business conducted or presently proposed to be conducted by the Seller or to the use of trade secrets or proprietary information of others. To Seller’s Knowledge, there are no material controversiesunfair labor practice complaints involving an Employee pending against Seller or an Affiliate of Seller, grievances or claims pending or threatened, by any of the Seller Employees with respect to their employment. To Seller’s Knowledge, no Seller and (v) each Employee has given notice to Seller that any such Seller Employee intends to terminate his or her employment with the Seller (other than for the purposes of accepting employment with Purchaser following the Technology Closing). The employment of each Seller Employee has been at all times who is located in the past United States but is not a United States citizen has all visas and is “at-will”, and other approvals or authorizations necessary to work in the Seller has not had any obligation to provide any particular form or period of notice prior to terminating the employment of any Seller Employee. Seller has not (i) entered into any Contract that obligates or purports to obligate Purchaser to make an offer of employment to any Seller Employee and/or (ii) promised or otherwise provided any assurances (contingent or otherwise) to any Seller Employee of any terms or conditions of employment United States in accordance with Purchaser following the Technology Closingapplicable law.

Employees and Independent Contractors. (a) Schedule 2.12(a)(i) 2.6 contains a true and complete list, as of April 2815, 2008, of all employees of Seller employed primarily in the Business Business, including Persons employed by a Purchased Subsidiary, (collectively, the “Seller Business Employees”), including, to the extent applicable, including each Seller Employeesuch employee’s (i) name, (ii) title, wage, salary, target bonus and accrued vacation or paid time off as of Xxxxx 00, 0000, (xxxiii) principal location of employment, and (iv) date name of hire by Seller. Schedule 2.12(a)(ii) contains a list of all Seller Employees who to Seller’s Knowledge are not citizens of the United States. Schedule 2.12(a)(iii) also contains a true and complete list of all Seller Employees who are as of such date on a short- or long-term disability leave or other leave of absence employer (but not including vacation). Each Seller option plan provides that the vesting of all options to purchase Seller common stocki.e., par value $0.001 per share (“Seller Options”) granted thereunder to any Seller Employee may be accelerated, in whole or in part, at the discretion of the board of directors of Seller or the plan administrator of the Sellera Purchased Subsidiary), in either case pursuant to the option plan and related documents governing the Seller Options(v) current salary and other compensation arrangement (i.e. commission rate). (b) (i) all Business Employees and other employees who have previously been employed for the Business have executed Seller’s form Proprietary Information and Inventions Agreement, a copy of which has been provided to Buyer (or, in the case of employees of a Purchased Subsidiary, a form providing similar protections); (ii) to the knowledge of Seller, no Business Employee is a party to or is bound by any employment contract, patent disclosure agreement, noncompetition agreement or other restrictive covenant or other contract with any third party that would be likely to affect in any material way (A) the performance by such Business Employee of any of his or her duties or responsibilities as an employee of the Business, or (B) the Business; and (iii) to the knowledge of Seller, no Business Employee is in violation of any term of any employment contract, patent disclosure agreement, noncompetition agreement, or any other restrictive covenant with any third party relating to the right of any such Business Employee to be employed by Seller. (c) Seller has terminated the employment of all Transferred Employees, including the employment agreements set forth on Schedule 2.12(b2.6(c), effective upon the consummation of the transactions contemplated by this Agreement. Seller has paid or otherwise satisfied all obligations due to the Transferred Employees in respect of their employment with Seller upon the termination of their employment with Seller, including if applicable, any wages, salaries, bonuses (including any bonuses that arise out of the completion of the transactions contemplated hereby), accrued vacation pay, and severance pay, and all payroll taxes payable with respect to such employees, with the exception of the retention agreements set forth on Schedule 2.6(c), which will be discharged by Seller in accordance with their terms. Buyer shall have no obligations or liabilities to any Transferred Employee as a result of wages, salaries, bonuses (including any bonuses that arise out of the completion of the transactions contemplated hereby), accrued vacation pay and severance pay, if any, owing to a Transferred Employee as a result of such employee’s employment with Seller prior to the Effective Date. (d) Schedule 2.6(d) contains a true and complete list, as of the date hereofMay 1, 2008, of all consultants and other independent contractors who are providing material services to the Business (the “Independent Contractors”), including (i) each such Independent Contractor’s name, (ii) the type of services being provided by each Independent Contractor, (iii) the principal location where services are provided by each Independent Contractor provided, and (iv) the date when each name of entity (i.e., Seller or a Purchased Subsidiary) with which such Independent Contractor was retained by Seller. Copies of all contracts relating contracted to Independent Contractors used in the Business have been furnished to Purchaserprovide services. (ci) Seller is in compliance in all material respects with all not a party to any collective bargaining agreement or other labor contract applicable lawsto a Business Employee, rules and regulations (ii) to Seller’s knowledge, no union has bargaining rights with respect to employmentany Business Employee and there are no threatened or apparent union organizing activities involving any Business Employee, employment practices(iii) there are no strikes, slowdowns or work stoppages pending or threatened between Seller and a Business Employee, and terms, conditions and classification of employment (including the proper classification of workers as independent contractors and consultants), wage and hour requirements, immigration status, discrimination in employment, employee health and safety, and the Workers’ Adjustment and Retraining Notification Act. Seller has withheld or will timely withhold all amounts required by law or by agreement to be withheld from the wages, salaries, and other payments to Seller Employees; and Seller is not liable for any arrears of wages, compensation, Taxes, penalties or other sums for failure to comply with any of the foregoing. Seller has paid in full or will timely pay in full to all Seller Employees all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such Seller Employees. There are no controversies pending or, iv) to Seller’s Knowledge, threatened, between the Seller and any of its Seller Employees, which controversies have or would reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any governmental entity. (d) To Seller’s Knowledge, no Seller Employee is in violation of any term of any employment or service agreement, patent disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such Seller Employee to be employed by the Seller because of the nature of the business conducted or presently proposed to be conducted by the Seller or to the use of trade secrets or proprietary information of others. To Seller’s Knowledgeknowledge, there are no material controversies, grievances or claims unfair labor practice complaints involving a Business Employee pending or threatened, by any of the Seller Employees with respect to their employment. To against Seller’s Knowledge, no Seller Employee has given notice to Seller that any such Seller Employee intends to terminate his or her employment with the Seller (other than for the purposes of accepting employment with Purchaser following the Technology Closing). The employment of each Seller Employee has been at all times in the past and is “at-will”, and the Seller has not had any obligation to provide any particular form or period of notice prior to terminating the employment of any Seller Employee. Seller has not (i) entered into any Contract that obligates or purports to obligate Purchaser to make an offer of employment to any Seller Employee and/or (ii) promised or otherwise provided any assurances (contingent or otherwise) to any Seller Employee of any terms or conditions of employment with Purchaser following the Technology Closing.

Employees and Independent Contractors. (a) Schedule 2.12(a)(i) contains a true and complete list, as of April 28, 2008, of all employees of Seller employed in the Business (the “Seller Employees”), including, to the extent applicable, each Seller Employee’s (i) name, (ii) title, wage, salary, target bonus and accrued vacation or paid time off as of Xxxxx 00, 0000, (xxx) principal location of employment, and (iv) date of hire by Seller. Schedule 2.12(a)(ii) contains a list of all Seller Employees who to Seller’s Knowledge are not citizens Section 5.12 of the United States. Schedule 2.12(a)(iii) also Seller Disclosure Letter contains a true an accurate and complete list of all of the current employees of the Seller Employees and its Subsidiaries (including any employee of the Seller or its Subsidiaries who are as of such date is on a short- or long-term disability leave or other leave of absence absence) and (but not including vacation). Each Seller option plan provides i) their titles or responsibilities; (ii) their dates of hire; (iii) their current salaries or wages and all bonuses, commissions and incentives paid at any time during the past twelve months; (iv) their last compensation changes and the dates on which such changes were made; (v) any specific bonus, commission or incentive plans or agreements for or with them; (vi) each Employee Benefit Plan in which they participate; (vii) any Permit that the vesting of all options is held by them and that relates to purchase Seller common stock, par value $0.001 per share (“Seller Options”) granted thereunder to or is useful in connection with any Seller Employee may be accelerated, in whole or in part, at the discretion of the board of directors of Seller or the plan administrator businesses of the Seller, in either case pursuant Seller and its Subsidiaries; and (viii) any outstanding loans or advances made to the option plan and related documents governing the Seller Optionsthem. (b) Schedule 2.12(b) Section 5.12 of the Seller Disclosure Letter also contains a true an accurate and complete list, as list of all sales representatives and independent contractors engaged by the Seller and/or its Subsidiaries and any other Persons who are compensated in any manner in connection with the sale of the date hereof, of all consultants and other independent contractors who are providing material services to the Business (the “Independent Contractors”), including Seller's products (i) each Independent Contractor’s name, their state or country of residence; (ii) their payment arrangements (if not set forth in a Designated Contract listed or described in Section 5.14 of the type of services being provided by each Independent Contractor, Seller Disclosure Letter); and (iii) a brief description of their jobs or projects currently in progress. There are no Contracts in effect with respect to the principal location where services are provided marketing, distribution, licensing or promotion of the Software or other Seller products or any other Intangible by each Independent Contractor and (iv) the date when each Independent Contractor was retained by Seller. Copies of all contracts relating to Independent Contractors used in the Business have been furnished to Purchaserany independent salesperson, distributor, sublicensor or other remarketer or sales organization. (c) Except as limited by the specific and express terms of any employment Contracts listed in Section 5.14 of the Seller is in compliance in all material respects with all applicable laws, rules Disclosure Letter and regulations with respect to employment, employment practices, and terms, conditions and classification of employment (including the proper classification of workers as independent contractors and consultants), wage and hour requirements, immigration status, discrimination in employment, employee health and safety, and the Workers’ Adjustment and Retraining Notification Act. Seller has withheld or will timely withhold all amounts required by law or by agreement to be withheld from the wages, salaries, and other payments to Seller Employees; and Seller is not liable except for any arrears limitations of wagesgeneral application which may be imposed under applicable employment Laws, compensation, Taxes, penalties or other sums for failure to comply with any of the foregoing. Seller has paid in full or will timely pay in full to all Seller Employees all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such Seller Employees. There are no controversies pending or, to Seller’s Knowledge, threatened, between the Seller and its Subsidiaries have the right to terminate the employment of each of their employees at will and to terminate the engagement of any of its Seller Employees, which controversies have independent contractors without payment to such employee or would reasonably be expected to result independent contractor other than for services rendered through termination and without incurring any penalty or liability other than liability for severance pay in an action, suit, proceeding, claim, arbitration or investigation before any governmental entityaccordance with such Seller's disclosed severance pay policy. (d) To Seller’s KnowledgeThe Seller and its Subsidiaries are in compliance with all Laws relating to employment practices. The Seller has delivered or made available to Parent or its representatives, no Seller Employee is in violation accurate and complete copies of any term of any employment or service agreementall employee manuals and handbooks, patent disclosure agreementmaterials, non-competition agreement, or any restrictive covenant to a former employer policy statements and other materials relating to the right employment of the current employees of the Seller and each of its Subsidiaries. (e) The Seller and its Subsidiaries have never been a party to or bound by any union or collective bargaining Contract, nor is any such Seller Employee to be employed Contract currently in effect or being negotiated by or on behalf of the Seller because and/or its Subsidiaries. (f) Since the incorporation or formation date of the nature Seller and each of its Subsidiaries, as applicable, neither the Seller nor its Subsidiaries have experienced any labor problem that was or is material to them. The relations of the business conducted or presently proposed to be conducted by Seller and its Subsidiaries with their respective employees are currently on a good and normal basis. (g) To the Knowledge of the Seller: (i) no employee of the Seller or its Subsidiaries has received an offer to the use of trade secrets or proprietary information of others. To Seller’s Knowledge, there are no material controversies, grievances or claims pending or threatened, by join a business that may be competitive with any of the businesses of the Seller Employees and/or its Subsidiaries; and (ii) no employee of the Seller or its Subsidiaries is a party to or is bound by any confidentiality agreement, noncompetition agreement or other Contract (with respect to their employment. To any Person) that will have an adverse effect on (A) the performance by such employee of any of his duties or responsibilities as an employee of the Seller and/or its Subsidiaries, or (B) any of the businesses or operations of the Seller and/or its Subsidiaries. (h) The Seller’s Knowledge's (and its Subsidiaries') current and past employees, no consultants and contractors have signed agreements with the Seller Employee and/or one of its Subsidiaries containing restrictions that adequately protect the proprietary and confidential information of the Seller and its Subsidiaries and vest in the Seller and/or its Subsidiaries the full and exclusive ownership of all intellectual property rights in works of authorship, inventions and other materials developed by such employee, consultant or contractor that are included in the Intellectual Property Assets. (i) No current employee of the Seller or its Subsidiaries having an annual salary of $50,000 or more has given notice to Seller that any such Seller Employee intends indicated an intention to terminate his or her employment with such Seller. To the Seller (other than for Knowledge of the purposes Seller, the transactions contemplated by this Agreement will not adversely affect relations with any employees of accepting employment with Purchaser following the Technology Closing). The employment of each Seller Employee has been at all times in the past and is “at-will”, and the Seller has not had any obligation to provide any particular form or period of notice prior to terminating the employment of any Seller Employee. Seller has not (i) entered into any Contract that obligates or purports to obligate Purchaser to make an offer of employment to any Seller Employee and/or (ii) promised or otherwise provided any assurances (contingent or otherwise) to any Seller Employee of any terms or conditions of employment with Purchaser following the Technology ClosingSeller.

Employees and Independent Contractors. (a) Schedule 2.12(a)(iSection 5.12(a) contains a true and complete list, as of April 28, 2008, of all employees of Seller employed in the Business (the “Seller Employees”), including, to the extent applicable, each Seller Employee’s (i) name, (ii) title, wage, salary, target bonus and accrued vacation or paid time off as of Xxxxx 00, 0000, (xxx) principal location of employment, and (iv) date of hire by Seller. Schedule 2.12(a)(ii) contains a list of all Seller Employees who to Seller’s Knowledge are not citizens of the United States. Schedule 2.12(a)(iii) also Seller Disclosure Letter contains a true an accurate and complete list of all Seller Employees of the current employees (other than any temporary employee) of Parent and the Subsidiaries (including any employee of Parent or the Subsidiaries who are as of such date is on a short- or long-term disability leave or other leave of absence absence) and (but not including vacation). Each Seller option plan provides i) such current employees' titles, (ii) such current employees' dates of hire, (iii) such current employees' current salaries or wages, (iv) any Permit that is held by such current employees and that relates to or is useful in connection with any of the vesting businesses of all options to purchase Seller common stockParent and the Subsidiaries and (v) if exceeding $10,000 in the aggregate, par value $0.001 per share (“Seller Options”) granted thereunder to any outstanding loans or advances made by any Seller Employee may be accelerated, in whole or in part, at the discretion of the board of directors of Seller or the plan administrator of the Seller, in either case Party to such current employees (other than pursuant to the option plan and related documents governing the Seller Optionsterms of any 401(k) plan). (b) Schedule 2.12(bSection 5.12(b) of the Seller Disclosure Letter contains a true an accurate and complete listlist of all non-employee sales representatives and independent contractors engaged by Parent and/or the Subsidiaries and, except as set forth in Section 5.12(b) of the Seller Disclosure Letter, there are no Contracts in effect with any such Persons with respect to the marketing, distribution, licensing or promotion of the Acquired Business. (c) Parent has delivered or made available to Purchaser or its representatives, accurate and complete copies of all employee manuals and handbooks of any Seller Party. (d) Parent and the Subsidiaries have never been a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently in effect or being negotiated by or on behalf of Parent and/or the Subsidiaries. (e) Since the incorporation or formation date of Parent and each of the Subsidiaries, as applicable, neither Parent nor the Subsidiaries have experienced any labor problem that was or is material to them. (f) Except as set forth in Section 5.12(f) of the date hereofSeller Disclosure Letter, none of all consultants and other independent contractors who are providing material services to Parent or the Business (the “Independent Contractors”)Subsidiaries sponsor, including (i) each Independent Contractor’s namemaintain or contribute to, (ii) the type of services being provided by each Independent Contractoror have any ongoing obligations with respect to, (iii) the principal location where services are provided by each Independent Contractor and (iv) the date when each Independent Contractor was retained by Sellerany Employee Benefit Plan. Copies of all contracts relating to Independent Contractors used Employee Benefit Plans listed in Section 5.12(f) of the Business Seller Disclosure Letter and any current summary plan descriptions of such plans have been furnished made available to Purchaser. (cg) Seller is Except as set forth in compliance in all material respects with all applicable laws, rules and regulations with respect to employment, employment practices, and terms, conditions and classification of employment (including the proper classification of workers as independent contractors and consultants), wage and hour requirements, immigration status, discrimination in employment, employee health and safety, and the Workers’ Adjustment and Retraining Notification Act. Seller has withheld or will timely withhold all amounts required by law or by agreement to be withheld from the wages, salaries, and other payments to Seller Employees; and Seller is not liable for any arrears of wages, compensation, Taxes, penalties or other sums for failure to comply with any of the foregoing. Seller has paid in full or will timely pay in full to all Seller Employees all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such Seller Employees. There are no controversies pending or, to Seller’s Knowledge, threatened, between the Seller and any of its Seller Employees, which controversies have or would reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any governmental entity. (dSection 5.12(g) To Seller’s Knowledge, no Seller Employee is in violation of any term of any employment or service agreement, patent disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such Seller Employee to be employed by the Seller because of the nature of the business conducted or presently proposed to be conducted by the Seller or to the use of trade secrets or proprietary information of others. To Seller’s Knowledge, there are no material controversies, grievances or claims pending or threatened, by any of the Seller Employees Disclosure Letter, the transactions contemplated by this Agreement will not result (either alone or in combination with respect to their employment. To Seller’s Knowledge, no Seller Employee has given notice to Seller that any such Seller Employee intends to terminate his or her employment with the Seller (other than for the purposes of accepting employment with Purchaser following the Technology Closing). The employment of each Seller Employee has been at all times event) in the past and is “at-will”, and the Seller has not had any obligation to provide any particular form or period of notice prior to terminating the employment of any Seller Employee. Seller has not (i) entered into any Contract that obligates payment of, or purports to obligate Purchaser to make an offer of employment increase in, remuneration or benefit, to any Seller Employee and/or individual; (ii) promised the acceleration of any payment or otherwise provided any assurances (contingent or otherwise) benefit to any Seller Employee individual; or (iii) the vesting of any terms payment or conditions of employment with Purchaser following the Technology Closingbenefit to any individual, in each case, which would result in any obligation or liability to Purchaser.