Common use of Invention Assignment and Confidentiality Agreement Clause in Contracts

Invention Assignment and Confidentiality Agreement. The Company has secured from all (i) current and former consultants, advisors, founders, 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 Acquired Companies and (ii) named inventors of patents and patent applications owned or purported to be owned by the 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 or, if and to the extent a transfer of ownership of all of the Authors’ right, title and interest in and to such Intellectual Property as described in the foregoing clause is not possible (e.g., in the case of German copyrights or ancillary rights), the respective Acquired Company has been granted, to the extent possible under the Applicable Law, exclusive rights to use and exploit such Intellectual Property in any form, including all known and unknown forms of use, without limitation in terms of content or time for the duration of the protection from the respective Author. Without limiting the foregoing, the Company has obtained written and enforceable proprietary 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. 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 to the extent possible under Applicable Law) with respect to any Intellectual Property developed by the Author for the Acquired Companies.

Appears in 2 contracts

Samples: Share Purchase Agreement (Applovin Corp), Share Purchase Agreement (Applovin Corp)

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Invention Assignment and Confidentiality Agreement. The Company has and the Subsidiaries have secured from all (i) current and former consultants, advisors, founders, employees and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Company-Owned Intellectual Property for or any of the Acquired Companies Subsidiaries and (ii) named inventors of patents and patent applications owned or purported to be owned by the Acquired Companies Company or any of the Subsidiaries (any Person described in clauses clause (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of of, all of the Authors’ right, title and interest in and to such Intellectual Property orProperty, if and the Company and the Subsidiaries have obtained the waiver of all non-assignable rights, in each case to the maximum extent a transfer of ownership of all permitted by Applicable Law. 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 of the Authors’ right, title and interest in and to such Intellectual Property as described in the foregoing clause is not possible (e.g., in the case of German copyrights or ancillary rights), the respective Acquired Company has been granted, to the extent possible under the Applicable Law, exclusive rights to use and exploit such Intellectual Property in any form, including all known and unknown forms of use, without limitation in terms of content or time for the duration of the protection from the respective AuthorSubsidiaries. Without limiting the foregoing, the Company has and the Subsidiaries have obtained written and enforceable proprietary 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. No Author The Company has retained any rights, licenses, claims or interest whatsoever (includingmade available to Acquirer copies of all forms of such disclosure and assignment documents currently and historically used by the Company and the Subsidiaries and, in respect the case of any moral rightspatents and patent applications, the Company has made available to Acquirer copies of all rights to which have been waived by such assignments. To the relevant individuals to the extent possible under Applicable Law) with respect Company’s knowledge, no Author is subject to any employment agreement or invention assignment or nondisclosure agreement or other obligation with any third party that could adversely affect the Company’s rights in Company-Owned Intellectual Property developed by the Author for the Acquired CompaniesProperty.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alteryx, Inc.)

Invention Assignment and Confidentiality Agreement. (i) The Company and each Subsidiary has secured from (A) all (i) current and former prior consultants, advisors, employees, founders, employees and independent contractors and other Persons who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the Acquired Companies Company or any Subsidiary, and (iiB) all named inventors of patents and patent applications owned or purported to be owned by the Acquired Companies Company or any Subsidiary (any Person described in clauses clause (iA) or (iiB), an “Author”), unencumbered and unrestricted exclusive ownership of of, all of the Authors’ right, title and interest in and to such Intellectual Property, and the Company and each Subsidiary has obtained the irrevocable and perpetual waiver of all non-assignable rights. To the knowledge of the Company, no Author has ever retained any rights, licenses, claims or interest whatsoever with respect to any Intellectual Property orcreated, if and developed, conceived or reduced to practice by the Author for or purportedly assigned to the extent a transfer of ownership of all of the Authors’ right, title and interest in and to such Intellectual Property as described in the foregoing clause is not possible Company or any Subsidiary. (e.g., in the case of German copyrights or ancillary rights), the respective Acquired Company has been granted, to the extent possible under the Applicable Law, exclusive rights to use and exploit such Intellectual Property in any form, including all known and unknown forms of use, without limitation in terms of content or time for the duration of the protection from the respective Author. ii) Without limiting the foregoing, the Company and each Subsidiary has obtained written and enforceable proprietary information and invention disclosure and Intellectual Property assignments assignment agreements from all current and former Authors andAuthors, and all forms of such agreements currently in the case use have been made available to Acquirer. The Company has recorded all applicable assignments of its patents and patent applications, such assignments have been recorded applications with the relevant authorities in the applicable jurisdiction or jurisdictions. No Author Neither the Company nor any Subsidiary 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 to the extent possible under Applicable Law) with respect to created any Intellectual Property developed by the Author under any “work for the Acquired Companieshire” or similar terms, or otherwise under an obligation to assign title or ownership to such created Intellectual Property to any Person.

Appears in 1 contract

Samples: Merger Agreement (Hewlett Packard Enterprise Co)

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Invention Assignment and Confidentiality Agreement. The Company has and its Subsidiaries have secured from all (i) current and former consultantsEmployees, advisors, founders, 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 Acquired Companies and (ii) named inventors Contractors and (iii) any other Persons or third parties who contributed to the creation of patents and patent applications owned or purported to be owned by the Acquired Companies any Company Owned Intellectual Property (any Person described in clauses (i) or (ii)each Person, an “Author”), unencumbered and unrestricted exclusive ownership of of, all of the Authors’ rightrights, title and interest in and to such Intellectual Property or, if and to arising in connection with the extent a transfer of ownership of all service performed by such Authors for or on behalf of the Authors’ right, title Company and interest in and to such Intellectual Property as described in the foregoing clause is not possible (e.g., in the case of German copyrights or ancillary rights), the respective Acquired Company has been grantedits Subsidiaries and, to the fullest extent possible permitted under the Applicable Law, exclusive rights to use and exploit such Intellectual Property in any formhave obtained the waivers of all non-assignable rights, including all known and unknown forms of use, without limitation in terms of content or time for the duration of the protection from the respective Authormoral rights with respect thereto. Without limiting the foregoing, the Company has and its Subsidiaries have obtained written and and, to the knowledge of the Company, enforceable proprietary information and invention disclosure and Intellectual Property assignments and moral rights waivers from all current and former Authors and, in the case of patents and patent applicationsPatents, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. No Author The Company has retained any rights, licenses, claims or interest whatsoever (including, in respect made available to Parent copies of any moral rights, all rights to which have been waived such forms currently and historically used by the relevant individuals Company or any of its Subsidiaries, and each proprietary information and invention disclosure and Intellectual Property assignment and moral rights waiver executed by each Author is substantially similar to the extent possible under Applicable Law) with respect forms the Company has made available to any Intellectual Property developed by the Author for the Acquired CompaniesParent.

Appears in 1 contract

Samples: Merger Agreement (8x8 Inc /De/)

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