Invention Assignment and Confidentiality Agreements. Each employee and consultant or independent contractor of the Company or any of its subsidiaries whose duties include the development of products or Intellectual Property (as defined below), and each former employee and consultant or independent contractor whose duties included the development of products or Intellectual Property, has entered into and executed an invention assignment and confidentiality agreement in customary form or an employment or consulting agreement containing substantially similar terms.
Invention Assignment and Confidentiality Agreements. The Company and its Subsidiaries have secured from all (i) current and former employees, consultants, advisors and independent contractors of the Company or its Subsidiaries who alone or jointly with others contributed to or participated in the conception, reduction to practice, creation or development of any Company-Owned Intellectual Property, and (ii) named inventors of patents and patent applications included in the Company-Owned Intellectual Property (any Person described in clause (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and to such Company-Owned Intellectual Property (unless (A) ownership of such right, title and interest in such Company-Owned Intellectual Property is automatically vested in the Company or its Subsidiaries by operation of law, or (B) ownership of any such right, title and interest in such Company-Owned Intellectual Property are not assignable to the Company or its Subsidiaries under Applicable Law in which case the Company has obtained a perpetual, irrevocable, royalty-free license to use such rights). The Company and its Subsidiaries have at all times complied in all material respects with Applicable Laws relating to remuneration or compensation due to Authors for the assignment of Intellectual Property Rights.
Invention Assignment and Confidentiality Agreements. The Company will --------------------------------------------------- use its best efforts to obtain from each employee and consultant of the Company who has had access to any software, technology or copyrightable, patentable or other proprietary works owned or developed by the Company, or to any other confidential or proprietary information of the Company or its clients, an invention assignment and confidentiality agreement in a form reasonably acceptable to Interwoven, duly executed by such employee or consultant and delivered to the Company.
Invention Assignment and Confidentiality Agreements. Papyrus shall obtain from each employee, agent and consultant of Papyrus who has had access to any software, technology or copyrightable, patentable or other proprietary works or intellectual property owned or developed by Papyrus or other Intellectual Property Rights, or to any other confidential or proprietary information of Papyrus or its clients, an invention assignment and confidentiality agreement in form acceptable to Buyer and its counsel, duly executed by such employee, agent or consultant and delivered to Papyrus. Each Papyrus employee who accepts employment with Buyer following the Closing will execute and agree to be bound by a similar agreement in favor of Buyer and in the form attached hereto as Exhibit E, by reference made a part hereof. ARTICLE 6
Invention Assignment and Confidentiality Agreements. All employees of CPEX and all individuals retained as “independent contractors” of CPEX as of the date hereof who have any involvement in programming or creating CPEX’s Intellectual Property have executed Invention Assignment and Confidentiality Agreements in favor of CPEX and ICEX.
Invention Assignment and Confidentiality Agreements. Each of Digital --------------------------------------------------- Content's current employees and consultants will have executed and delivered to Keynote Invention Assignment and Confidentiality Agreements in the form attached hereto as Exhibit F (the "Invention Assignment and Confidentiality Agreements").
Invention Assignment and Confidentiality Agreements. MSS and the --------------------------------------------------- Shareholders shall use their respective best efforts to obtain, before the Closing, from each officer, employee, agent and consultant providing significant services to MSS who has had access to any proprietary software, technology or copyrightable, patentable or other proprietary works or intellectual property owned or developed by MSS or other Intellectual Property Rights, or to any other confidential or proprietary information of MSS or its clients, an invention assignment and confidentiality agreement in substantially the form of the agreement attached hereto as Exhibit 5.12, duly executed by such officer, ------------ employee, agent or consultant (unless, with respect to consultants, the written agreement between MSS and the consultant provides for retention by the consultant of intellectual property rights relating to inventions developed by consultant) and delivered to MSS (with MSS as a beneficiary of such agreement).
Invention Assignment and Confidentiality Agreements. Vaxis will use its best efforts to obtain from each employee, contractor and consultant of Vaxis who has had access to any Vaxis Intellectual Property or to any other confidential or proprietary information of Vaxis, or its clients, an invention assignment and confidentiality agreement in a form reasonably acceptable to Cellegy, duly executed by such employee, contractor or consultant and delivered to Vaxis and/or Cellegy.
Invention Assignment and Confidentiality Agreements. Each current or former Company Service Provider or any other Person who has been involved in, or who contributed to, the creation or development of any Company-Owned Intellectual Property (any such Company Service Provider or Person, an “Author”), has executed and delivered to the Company a valid and enforceable written agreement providing for the (a) assignment of all rights, title, and interests that the Author may have, may have had or may hereafter acquire in or to such Company-Owned Intellectual Property and a valid and enforceable waiver of any and all non-assignable rights including moral rights that the Author may have therein and (b) nondisclosure of the Company’s confidential proprietary information (the “Company Intellectual Property Protection Agreements”), and the Company has made available accurate and complete copies of all executed Company Intellectual Property Protection Agreements to Parent. Each Company Intellectual Property Protection Agreement is on the Company’s standard form, which has been made available to Parent. No Author (i) has any right, license, Claim, moral right, or interest whatsoever in or with respect to any of the Company-Owned Intellectual Property, (ii) to the Knowledge of the Company, is in violation of any provision or covenant of any Contract with any Person by virtue of such Author’s being employed by, performing services for, or serving on the board of directors of, the Company, or (iii) has excluded any Intellectual Property Right that is related to the Company-Owned Intellectual Property or the Business from the assignment provisions of any Company Intellectual Property Protection Agreement.
Invention Assignment and Confidentiality Agreements. The THAWTE --------------------------------------------------- Shareholder shall cause THAWTE to obtain from each employee, agent and consultant of THAWTE who has had access to any software, technology or copyrightable, patentable or other proprietary works or intellectual property owned or developed by THAWTE or other Intellectual Property Rights, or to any other confidential or proprietary information of THAWTE or its clients, an invention assignment and confidentiality agreement in substantially the form of the agreement provided to counsel to VeriSign, duly executed by such employee, agent or consultant and delivered to THAWTE.
