Common use of Originality Clause in Contracts

Originality. Employee hereby warrants and represents to Company that, to the best of Employee’s knowledge after reasonable inquiry and except as expressly disclosed to Company in writing by Employee, all Inventions, Works of Authorship and Pre-existing Inventions and Works shall be original and shall not have been conceived, reduced to practice, authored or otherwise developed by misappropriating the trade secrets or other proprietary technology or intellectual property of any third parties. Employee hereby agrees to indemnify, defend and hold Company harmless from and against any and all third party claims, and any costs, damages and liabilities resulting therefrom, made against or imposed upon Company as a result of Employee’s breach of the above representation and warranty. The foregoing representation and warranty shall be deemed first made on the date hereof and shall run continuously thereafter and apply to all Inventions, Works of Authorship and Pre-existing Inventions and Works governed by this Agreement.