Common use of Invention Assignment and Confidentiality Agreement Clause in Contracts

Invention Assignment and Confidentiality Agreement. Except as set forth in Section 2.9(f) of the Disclosure Schedule, the Company has secured from all 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 otherwise used on or incorporated into any Company Product (each, an “Author”), unencumbered and unrestricted exclusive ownership of, all such Intellectual Property in such contribution and has obtained the waiver of all non-assignable rights. Each such Author has represented and warranted to the Company that it has the authority to grant such ownership in such Intellectual Property to the Company. No Author has retained any rights, licenses, claims or interest whatsoever with respect to any Intellectual Property developed by the Author for the Company. 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. The Company has provided to Acquirer copies of all such forms currently and historically used by the Company.

Invention Assignment and Confidentiality Agreement. Except as set forth in Section 2.9(f) of the Disclosure Schedule, the The Company has secured from all current and former (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 and (ii) named inventors of patents and patent applications owned or otherwise used on purported to be owned by the Company (any Person described in clauses “(i)” or incorporated into any Company Product “(each, ii),” an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in an to such Intellectual Property in such contribution Property, and the Company has obtained the waiver of all non-assignable rights. Each such Author has represented and warranted to the Company that it has the authority to grant such ownership in such Intellectual Property to the Company. No Author has retained any rights, licenses, claims or interest whatsoever with respect to any Intellectual Property developed by the Author for the Company. 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. The Company has provided to Acquirer copies Authors and, in the case of all patents and patent applications, such forms currently and historically used by assignments have been recorded with the Companyrelevant authorities in the applicable jurisdiction or jurisdictions.

Invention Assignment and Confidentiality Agreement. Except as set forth in Section 2.9(f) of the Disclosure Schedule, the Company has The Group Companies have secured from all current and former (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 Group Companies and (ii) named inventors of patents and patent applications owned or otherwise used on purported to be owned by the Group Companies (any Person described in clause (i) or incorporated into any Company Product (eachii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and to such Intellectual Property in such contribution Property, and has the Group Companies have obtained the waiver of all non-assignable rights. Each such Author has represented and warranted to the Company that it has the authority to grant such ownership in such Intellectual Property to the Company. No Author has retained any rights, licenses, claims or interest whatsoever with respect to any Intellectual Property developed by the Author for the CompanyGroup Companies. Without limiting the foregoing, the Company has Group Companies have obtained written and enforceable proprietary information and invention disclosure and Intellectual Property assignments from all current and former Authors. The Company has provided to Acquirer copies Authors and, in the case of all patents and patent applications, such forms currently and historically used by assignments have been recorded with the Companyrelevant authorities in the applicable jurisdiction or jurisdictions.

Invention Assignment and Confidentiality Agreement. Except as set forth in Section 2.9(f) of the Disclosure Schedule, the The Company has secured from all current and former (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 and (ii) named inventors of patents and patent applications owned or otherwise used on purported to be owned by the Company (any Person described in clauses (i) or incorporated into any Company Product (eachii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and to such Intellectual Property in such contribution Property, and the Company has obtained the waiver of all non-assignable rights. Each such Author has represented and warranted to the Company that it has the authority to grant such ownership in such Intellectual Property to the Company. No Author has retained any rights, licenses, claims or interest whatsoever with respect to any Intellectual Property developed by the Author for the Company. Without limiting the foregoing, the Company has obtained written and enforceable Contracts including obligations regarding the non-disclosure of proprietary information and invention disclosure and Intellectual Property assignments from all current and former Authors. The Company has provided made available to Acquirer copies of all forms of such disclosure and assignment documents currently and historically used by the Company and, in the case of patents and patent applications, the Company has made available to Acquirer copies of all such forms currently and historically used by the Companyassignments.

Invention Assignment and Confidentiality Agreement. Except as set forth in Section 2.9(f) of the Disclosure Schedule, the The Company has secured from all current and former (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 and (ii) named inventors of patents and patent applications owned or otherwise used on purported to be owned by the Company (any Person described in clauses “(i)” or incorporated into any Company Product “(each, ii),” an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in an to such Intellectual Property in such contribution Property, and the Company has obtained the waiver of all non-assignable non­assignable rights. Each such Author has represented and warranted to the Company that it has the authority to grant such ownership in such Intellectual Property to the Company. No Author has retained any rights, licenses, claims or interest whatsoever with respect to any Intellectual Property developed by the Author for the Company. 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. The Company has provided to Acquirer copies Authors and, in the case of all patents and patent applications, such forms currently and historically used by assignments have been recorded with the Companyrelevant authorities in the applicable jurisdiction or jurisdictions.