Proprietary Agreements. The Company shall require each ---------------------- officer, employee and consultant of the Company execute the Company's standard form of non-disclosure and proprietary information agreements prior to disclosing any proprietary information to any such officer, employee and consultant. The Company will use reasonable efforts to prevent any employee from violating the confidentiality and proprietary information agreement entered into between the Company and each of its officers, employees and consultants.
Proprietary Agreements. During the Pre-Closing Period the Company shall obtain from each current Company Associate a signed written agreement (in the form to be provided by Parent and consented to by the Company, which consent shall not be unreasonably withheld, conditioned or delayed) providing for the protection of each Company Entity’s confidential and proprietary information and the assignment to the appropriate Company Entity of all intellectual property developed by the Company Associate in connection with or related to such Company Associate’s employment or retention by a Company Entity.
Proprietary Agreements. The Company will use its best efforts to ---------------------- prevent any employee from violating the confidentiality and proprietary information agreement entered into between the Company and each of its employees.
Proprietary Agreements. The Company shall require all employees and consultants, upon commencement of their employment by or service to the Company, to enter into confidentiality, assignment of inventions and noncompetition agreements in form and substance reasonably acceptable to the Board of Directors of the Company, including the Preferred Directors.
Proprietary Agreements. The Company shall have each executive officer of the Company execute the Company's standard form of non-disclosure and proprietary information agreements, prior to disclosing any proprietary information to any such officer, employee and consultant. The Company will use its best efforts to prevent any executive officer from violating the confidentiality and proprietary information agreement entered into between the Company and each of its executive officers. Extraordinary Remuneration. The Board of Directors may not approve any plan or action to grant extraordinary remuneration to management in connection with the sale of the Company or any subsidiary of the Company, or the termination of employment or otherwise, unless such plan or action has been approved by a majority of the non-employee members of the Board of Directors.
Proprietary Agreements. The Company will use reasonable efforts to prevent any employee from violating the confidentiality and proprietary information agreement entered into between the Company and each of its employees.
Proprietary Agreements. The Company shall have each executive officer of the Company execute the Company's standard form of non-disclosure and proprietary information agreements, prior to disclosing any proprietary information to any such officer, employee and consultant. The Company will use its best efforts to prevent any executive officer from violating the confidentiality and proprietary information agreement entered into between the Company and each of its executive officers.
Proprietary Agreements. Each officer, director, employee and ---------------------- consultant of the Company has executed an agreement regarding confidentiality and proprietary information, the form of which has been approved by special counsel to the Purchasers. The Company is not aware that any of its officers, directors or employees is in violation thereof and will use its best efforts to prevent any such violation. Xxxxx Xxxxxxx and Xxxx Xxxxxx and other key technical employees have executed an agreement regarding the assignment of inventions, the form of which has been approved by special counsel to the Purchasers. The Company is not aware that any of its officers, directors or employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's business as conducted or as proposed to be conducted or that would prevent any such employee from assigning inventions to the Company. Neither the execution nor delivery of this Agreement or the Rights Agreement, nor the carrying on of the Company's business as proposed, will, to the Company's best knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. The Company does not believe that it is or will be necessary for the Company to utilize any inventions of any of its employees made prior to their employment by the Company.
Proprietary Agreements. The Company hereby covenants and aggress with the Investor that it will cause each employee and consultant hired or engaged at any time after the date hereof to sign a Proprietary Agreement in favor of the Company.
Proprietary Agreements. All technical and management personnel, including consultants, employed by Seller relating to the Business or used by the Business, have executed agreements regarding confidentiality and proprietary information. Each employee-inventor has validly and properly assigned his or her rights to the Seller on all inventions, pending patent applications and all patents issued. To the extent the Seller has previously utilized consultants or independent contractors, each consultant or independent contractor has validly and properly assigned to the Seller his or her rights in and to all copyrights and works of authorship relating to the Assets or the Business. The Seller has no knowledge that any of its service providers in the Business are in violation thereof and will use reasonable efforts to prevent any such violation. The Seller has no knowledge that any of its service providers in the Business is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere in any material respect with the use of his or her best efforts to promote the interests of the Seller in the Business or that would conflict with the Business as conducted or as proposed to be conducted or that would prevent any such service provider from assigning inventions included in the Assets to the Seller. The Seller has no knowledge that the Assets will include any inventions of any of its service providers (or people it currently intends to hire) made prior to employment by the Seller or relationship with the Business or Seller.
