Common use of Invention Assignment and Confidentiality Agreement Clause in Contracts

Invention Assignment and Confidentiality Agreement. The Company and each of its Subsidiaries has secured from all (i) consultants, advisors, employees and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the Company or any Subsidiary and (ii) named inventors of patents and patent applications owned or purported to be owned by the Company or any Subsidiary (any Person described in clauses (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and to such Intellectual Property, and the Company has obtained the waiver of all non-assignable rights in and to such Intellectual Property. No Author has retained any rights, licenses, claims or interest whatsoever with respect to any Intellectual Property developed by the Author for the Company or any Subsidiary. Without limiting the foregoing, the Company and each of its Subsidiaries has obtained written and enforceable proprietary information, invention disclosure and Intellectual Property assignments from all current and former Authors and, in the case of patents and patent applications, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company has provided to Parent copies of all forms of such proprietary information, invention disclosure and Intellectual Property assignment documents currently and historically used by the Company and, in the case of patents and patent applications, the Company has provided to Parent copies of all such actual assignments.

Invention Assignment and Confidentiality Agreement. The Company and each of its Subsidiaries has secured from all (i) consultants, advisors, employees and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the Company or any Subsidiary and (ii) named inventors of patents and patent applications owned or purported to be owned by the Company or any Subsidiary (any Person described in clauses clause (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and to such Intellectual Property, and the Company has obtained the waiver irrevocable waivers from such Authors of all non-assignable rights rights, including moral rights, to the maximum extent permitted by Applicable Law. Except as set forth in and to such Intellectual Property. No Schedule 2.10(g) of the Company Disclosure Letter, no Author has retained any rights, licenses, claims or interest whatsoever with respect to any Company-Owned Intellectual Property developed by the Author for the Company or any SubsidiaryAuthor. Without limiting the foregoing, the Company and each of its Subsidiaries has obtained written and enforceable proprietary information, information and invention disclosure and Intellectual Property assignments from all current and former Authors and, in the case of patents and patent applications, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company has provided to Parent Acquirer copies of all forms of such proprietary information, invention disclosure and Intellectual Property assignment documents currently and historically used by the Company and, in the case of patents and patent applications, the Company has provided to Parent Acquirer copies of all such actual assignments.

Invention Assignment and Confidentiality Agreement. The Company and each of its Subsidiaries has Acquired Companies have secured from all (i) consultants, advisors, employees and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any material Intellectual Property for or on behalf of an Acquired Company (and for the purposes of this Agreement, material Intellectual Property shall include Intellectual Property conceived, reduced to practice, created or developed for an Acquired Company that is incorporated into or distributed with the Company or any Subsidiary Products) and (ii) named inventors of patents and patent applications owned or purported to be owned by the Company or any Subsidiary Acquired Companies (any Person described in clauses clause (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and to such Intellectual Property, and the Company has obtained the waiver of all non-assignable rights in and to such Intellectual Property. No Author has retained any rights, licenses, claims or interest whatsoever or any claims for compensation with respect to any Intellectual Property developed by the Author for the Company or any SubsidiaryAcquired Companies. Without limiting the foregoing, the Company and each of its Subsidiaries has Acquired Companies have obtained written and and, as to the applicable Acquired Company, enforceable proprietary information, information and invention disclosure and Intellectual Property Rights assignments from all current and former Authors and, in the case of patents and patent applications, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company has provided to Parent copies of all forms of such proprietary information, invention disclosure and Intellectual Property assignment documents currently and historically used by the Company and, in the case of patents and patent applications, the Company has provided to Parent copies of all such actual assignments.

Invention Assignment and Confidentiality Agreement. The Company and each of its Subsidiaries Subsidiary has secured from all (i) consultants, advisors, employees and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the Company or any and each Subsidiary and (ii) named inventors of patents and patent applications owned or purported to be owned by the Company or any and each Subsidiary (any Person described in clauses clause (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and to such Intellectual Property, and the Company and each Subsidiary has obtained the waiver of all non-assignable rights in and to such Intellectual Propertyrights. No Author has retained any rights, licenses, claims or interest whatsoever with respect to any Intellectual Property developed by the Author for the Company or for any Subsidiary. Without limiting the foregoing, the Company and each of its Subsidiaries Subsidiary has obtained written and enforceable proprietary information, information and invention disclosure and Intellectual Property assignments from all current and former Authors and, in the case of patents and patent applications, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company has provided to Parent Buyer copies of all forms of such proprietary information, invention disclosure and Intellectual Property assignment documents currently and historically used by the Company and each Subsidiary and, in the case of patents and patent applications, the Company has provided to Parent Buyer copies of all such actual assignments.

Invention Assignment and Confidentiality Agreement. The Company and each of its Subsidiaries has have taken commercially reasonable steps necessary to secure, protect and preserve the proprietary nature of the Company-Owned Intellectual Property. The Company and its Subsidiaries have secured from all (i) consultants, advisors, employees and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the Company or any Subsidiary and its Subsidiaries and (ii) named inventors of patents and patent applications owned or purported to be owned by the Company or any Subsidiary and its Subsidiaries (any Person described in clauses (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and to such Intellectual Property, and the Company has and its Subsidiaries have obtained the waiver of all non-assignable rights in and to such Intellectual Property. No Author has retained any rights, licenses, claims or interest whatsoever with respect to any Intellectual Property developed by the Author for the Company or any Subsidiary. Without limiting the foregoing, the Company and each of its Subsidiaries has have obtained written and enforceable proprietary information, invention disclosure and Intellectual Property assignments from all current and former Authors and, in the case of patents and patent applications, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company has provided to Parent copies of all forms of such proprietary information, invention disclosure and Intellectual Property assignment documents currently and historically used by the Company and, in the case of patents and patent applications, the Company has provided to Parent copies of all such actual assignments.

Invention Assignment and Confidentiality Agreement. The Company and each of its Subsidiaries Company Subsidiary has secured from all (i) current and former consultants, advisors, employees and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the Company or any and each Company Subsidiary and (ii) named inventors of patents and patent applications owned or purported to be owned by the Company or any and each Company Subsidiary (any Person described in clauses clause (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and to such Intellectual Property, and the Company has obtained the waiver of all non-assignable rights in and to such Intellectual Propertyrights. No Author has retained any rights, licenses, claims or interest whatsoever with respect to any Intellectual Property developed by the Author for the Company or any Company Subsidiary. Without limiting the foregoing, the Company and each of its Subsidiaries Company Subsidiary has obtained written and enforceable proprietary information, information and invention disclosure and Intellectual Property assignments from all current and former Authors and, in the case of patents and patent applications, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company has provided to Parent Acquirer copies of all forms of such proprietary information, invention disclosure and Intellectual Property assignment documents currently and historically used by the Company and each Company Subsidiary and, in the case of patents and patent applications, the Company has provided to Parent Acquirer copies of all such actual assignments.

Invention Assignment and Confidentiality Agreement. The Company and each of its Subsidiaries has secured from all (i) current and former consultants, advisors, employees and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the Company or any Subsidiary Acquired Companies and (ii) named inventors of patents and patent applications owned or purported to be owned by the Company or any Subsidiary Acquired Companies (any Person described in clauses (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and to such Intellectual Property, and the Company has obtained the waiver of all non-assignable rights in and to such Intellectual Propertyrights. No Author has retained any rights, licenses, claims or interest whatsoever (including, in respect of any moral rights, all rights to which have been waived by the relevant individuals) with respect to any Intellectual Property developed by the Author for the Company or any SubsidiaryAcquired Companies. Without limiting the foregoing, the Company and each of its Subsidiaries has obtained written and enforceable proprietary information, information and invention disclosure and Intellectual Property assignments from all current and former Authors and, in the case of patents and patent applications, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company has provided to Parent copies of all forms of such proprietary information, invention disclosure and Intellectual Property assignment documents currently and historically used by the Company and, in the case of patents and patent applications, the Company has provided to Parent copies of all such actual assignments.

Invention Assignment and Confidentiality Agreement. The Company and each of its Subsidiaries has secured from all (i) consultants, advisors, employees and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the Company or any Subsidiary and (ii) named inventors of patents and patent applications owned or purported to be owned by the Company or any Subsidiary (any Person described in clauses clause (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and to such Intellectual Property, and the Company has obtained the waiver of all non-assignable rights in and to such Intellectual Propertyrights. No Author has retained any rights, licenses, claims or interest whatsoever with respect to any Intellectual Property developed by the Author for the Company or any Subsidiary(other than statutory rights granted to Authors under applicable Law that cannot be waived and cannot be assigned). Without limiting the foregoing, the Company and each of its Subsidiaries has obtained written proprietary information and enforceable proprietary information, invention disclosure and Intellectual Property assignments from all current and former Authors and, in the case of patents and patent applications, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company has provided made available to Parent the Buyer copies of all forms of such proprietary information, invention disclosure and Intellectual Property assignment documents currently and historically used by the Company and, in the case of patents and patent applications, the Company has provided to Parent the Buyer copies of all such actual assignments.